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.     )

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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 CHAIRMAN

Dear fellow shareholder,

On behalf of our Board of Directors, I am pleased to invite you to the 2022 Annual General Meeting of Shareholders of Janus Henderson Group plc to be held on Wednesday, May 4, 2022, 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 2021 Annual Report, carefully before you vote.

I am pleased to report that 2021 was a year of strong financial performance. With the assistance of both markets and investment performance, assets under management finished the year at a record high of $432 billion, a year-over-year increase of 8%. 2021 diluted EPS of $3.59 increased 312.6% compared to 2020, and adjusted diluted EPS* of $4.28 increased 42.2% compared to 2020. Our full-year operating margin increased to 29.8% from 6.9% in 2020, and adjusted operating margin* increased to a record of 43.5% from 38.0% in 2020. Since the merger that created Janus Henderson nearly five years ago, we have consistently generated significant cash flow, enabling us to return capital to shareholders. In 2021, we returned $628 million to our shareholders through dividends, which we increased 4% year-over-year , and through repurchasing 6% of our total shares outstanding. By focusing on our strategic priorities – produce dependable investment outcomes, excel in client experience and distribution, focus and increase operational efficiency, proactive risk and control environment and develop new growth initiatives – we made excellent progress in strengthening our Company and positioning us for sustained growth moving forward.

While we are encouraged by the progress we have made in recent years, we appreciate that our potential is much greater than our current financial results. This is most evident in our net flows, which, despite improving significantly in each of the past two years, remain negative overall. In 2021, excluding our Quantitative Equities subsidiary, Intech, we had $4.2 billion of net outflows, equating to approximately 1% of our beginning period AUM. Our largest capability, Equities, drove nearly all of these net outflows. Despite meaningful improvement over the prior three years, we believe our Equities capability has the potential to ultimately deliver positive net flows. Our Fixed Income and Alternatives capabilities participate in large, attractive, growing asset classes. With just over $90 billion of AUM in Fixed Income and Alternatives, Janus Henderson will seek to increase its nascent share by both scaling existing and adding new strategies. Finally, our Multi-Asset capability is led by our Balanced Strategy which has produced consistently strong investment performance and net inflows. However, with only $60 billion of AUM, our Multi-Asset capability has significant runway for growth when compared to peers. We are actively moving forward as a company and have materially increased investments in people, technology, marketing, and seed capital to accelerate growth in our business, while maintaining solid investment performance.

On behalf of the Board of Directors, I thank our Chief Executive Officer Dick Weil, who will retire at the end of March, for his outstanding service to Janus Henderson over his 12-year career at the Company. Under his vision and stewardship, the Company has transformed into one of the world’s leading active asset managers. Through 2021 and early 2022, we were also pleased to welcome three new members to Janus Henderson’s Board of Directors: Nelson Peltz and Edward Garden, who represent our largest shareholder, Trian Fund Management, L.P., and Alison Davis add deep industry experience, fresh perspectives and valuable insights to complement continuing directors’ skill sets. We are deeply thankful for the contributions of Tatsusaburo Yamamoto, Dick Weil and Glenn Schafer, who will have stepped down from their Board seats over the past year. Their collaboration, experience and insights have helped transform Janus Henderson into the strong global franchise it is today.

As a shareholder, it is important that your shares are represented at the Annual General 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, more than 80% of all eligible votes were cast by shareholders at the 2021 Annual General 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, and we hope you can attend our 2022 Annual General Meeting.

Very truly yours,

Richard Gillingwater

Chairman

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

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 Annual General Meeting in Denver, Colorado, USA. See page 78 for instructions on how to attend

* CDI holders may also return their instructions via facsimile

Table of Contents

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 Annual General Meeting of Shareholders to be held on Wednesday, May 4, 2022, 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 Annual Report before voting your shares. Unless otherwise specified, “JHG,” 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”).

Annual General Meeting Information

Time and Date		Location		Record Date
3:00 p.m., Denver time		151 Detroit Street		March 7, 2022
Wednesday, May 4, 2022		Denver, CO 80206

Company Strategy and 2021 Performance

In 2018, we established a multi-year strategic plan called Simple Excellence, which is centered on our belief that a combination of relentless focus and disciplined execution across the fundamental parts of our core business will drive our future success as a global active asset manager. We believe that Simple Excellence forms the strong foundation for a stable and resilient business and supports increasing profitability and sustained growth in the long run.

Simple Excellence consists of the five priorities shown below . The first four focus on building a strong and resilient foundation for future growth.

Due to the significant progress made in achieving these four priorities, our Board and management have increased focus on our fifth strategic priority, which is to develop new growth initiatives. Our key focus in this area has been putting the right building blocks in place to capture growth opportunities.

Strategic Accomplishments

Produce Dependable Investment Outcomes

Investment performance remained solid despite elevated volatility in global markets with more than half of assets under management (“AUM”) outperforming benchmarks on a 1-, 3- and 5-year basis. We continue to invest in our employees and in technology to strengthen risk-adjusted returns for our clients.

Excel in Distribution and Client Experience

During the year, we made a number of critical senior appointments globally in Sales, Consultant Relations and Client Experience that should serve to deepen our relationships with our clients. Our Intermediary sales channel, which is our largest distribution footprint, saw good client demand particularly in the EMEA (Europe, Middle East and Africa), Latin America and Asia Pacific regions, all of which had net inflows for the year.

Focus and Increase Operational Efficiency

Operational efficiency continues to be a key focus for our business. We appointed James “JR” Lowry to the newly-created role of Global Chief Operating Officer in October, and he has already made significant contributions in strengthening our infrastructure. Throughout the year, we made substantial investments in our technology and data architecture, including key front office technology, through retooling our customer relationship management system and our investment teams’ order management system. We expect these transformational projects to significantly improve our efficiency in delivering for our clients.

We also continued to simplify and strengthen our platform in order to deliver future growth. During the first quarter of 2021, we completed a review of our Perkins Investment Management subsidiary. To right-size our product portfolio and better align with the changing needs of clients, we closed certain strategies and liquidated certain Perkins funds during the year. The majority of the Perkins Value Equity strategies were unaffected by this reorganization and we continue to offer them under the Janus Henderson brand. In February 2022, we announced our strategic decision to sell our 97%-owned Quantitative Equities subsidiary, Intech Investment Management LLC, to a consortium made up of Intech management and certain non-executive directors of Intech, which would further simplify our operating model. This transaction is expected to enable both organizations to refocus on their key value propositions: Janus Henderson on providing active, fundamental investing, and Intech on delivering quantitative investment solutions for institutional investors.

Proactive Risk and Control Environment

We have continued to significantly enhance our risk and control environment, moving towards our best-in-class approach. The work we have been doing in this area is critical to building a long-term growth foundation and enabling us to actively pursue growth opportunities. Importantly , in 2021, some of our work led to a reduction in regulatory capital requirements which assisted us in delivering increased capital returns to our shareholders.

Develop New Growth Initiatives

In 2021, we had our most active year in launching new products. We successfully launched new products in our focus areas of growth, including active exchange traded funds (“ETFs”), environmental, social and governance (“ESG”), Fixed Income and Alternatives. We launched in excess of 20 new products globally, including a suite of five sustainable active ETFs in the U.S. across Equities and Fixed Income. In Europe, we continued to focus on the roll out of sustainable funds under the EU Commission’s Sustainable Finance Disclosure Regulation. We launched two new funds with a principal objective of sustainability, known as “Article 9 funds,” including a U.S. Sustainable Equities strategy and a sustainable technology fund. In addition to these product launches, we had some early successes in expanding our distribution channels by growing relationships with model portfolio providers in the U.S.

We also continued to invest in substantially growing our ESG teams in both Investments and Product. We grew the size of our central ESG team within Investments from four people to 15 people to better support our portfolio managers in delivering sustainability across their investments. In addition, we made significant progress in growing our ESG data architecture systems, building a cloud-based approach to ESG data management. We believe these improvements will enable us to deliver a consistent, central data standard to support all of our front office applications. We view this investment as a key building block in efforts to develop a robust ESG platform for our clients over the long-term .

Financial Accomplishments

3-year Investment Outperformance(1)		Assets Under Management ($bn)
58%		$432.3bn
US GAAP Diluted Earning per Share (“EPS”)		US GAAP Operating Margin
$3.59		29.8%
Adjusted Diluted EPS (2)		Adjusted Operating Margin(2)
$4.28		43.5%
Net New Money Growth(3)		Dividend per Share
(4)%		$1.50

Your Vote Matters

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

Proposal 1:

Current Board Highlights

Director Nominees

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

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL TO INCREASE THE CAP ON AGGREGATE ANNUAL COMPENSATION FOR NON-EXECUTIVE DIRECTORS.

Proposal 3:

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

Proposal 4:

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR “ONE YEAR” AS THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Proposal 5:

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE GLOBAL EMPLOYEE STOCK PURCHASE PLAN.

Proposal 6:

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE 2022 DEFERRED INCENTIVE PLAN.

Proposal 7:

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

Proposal 8:

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

Proposal 9:

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 2022, AND TO AUTHORIZE THE DIRECTORS TO DETERMINE THE FEES TO BE PAID TO THE AUDITORS.

BOARD OF DIRECTORS

Snapshot of Our Board Nominees

Board Nominee Composition and Diversity

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

Board Nominee Qualifications, Skills and Expertise

We believe that in order 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.

Gillingwater

Davis

Desai

Diermeier

Dolan

Flood Jr.

Garden

Kochard

Peltz

Seymour- Jackson

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

Significant Experience

Moderate Experience

Limited Experience

Board Nominee Biographies

Set forth below are biographies for each of the 10 directors nominated by the Board for election at the Annual General Meeting.

PROPOSAL 1
ELECTION OF DIRECTORS

The Board has nominated 10 directors to serve on the Board until the 2023 Annual General Meeting of Shareholders and until their respective successors are duly elected and qualified or their earlier resignation or removal. Mr. Weil is retiring as Chief Executive Officer and a member of the Board, effective as of March 31, 2022. Mr. Schafer is not standing for re-election and his term will expire at the 2022 Annual General Meeting. The Board thanks both Mr. Weil and Mr. Schafer for their commitment and service to the Company.

If any nominee becomes unable to serve, proxies will be voted for the election of such other person as the Board may designate, unless the Board chooses to reduce the number of directors. Each of the nominees has consented to serve as a nominee, to be named in this proxy statement, and to serve on the Board if elected.

The text of the resolutions in respect of Proposal 1 (which are proposed as ordinary resolutions) is as follows:

RESOLVED,

Vote Required and Recommendation

As an ordinary resolution, a director will be elected if the number of votes cast “FOR” his or her election exceeds 50% of the total number of votes cast on this matter. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of this proposal.

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

CORPORATE GOVERNANCE

Our Board’s Leadership Structure

The Board is led by Mr. Gillingwater, an independent Chairman. The Board annually reviews its leadership structure — including whether the positions of Chairman and CEO should be combined or separated — and the responsibilities and composition of its standing committees. The structure and composition of the Board and its committees are intended to promote effective oversight and the best interests of our shareholders.

The Board believes at this time that its current leadership structure, in which the roles of Chairman and CEO are separated, best enables the Board to carry out its duties. However, the Board recognizes that the optimal leadership structure may change as circumstances evolve. Should the Board determine to combine the roles of Chairman and CEO, the Board’s independent directors will select an independent Lead Director, as required by the Company’s Corporate Governance Guidelines.

Director Independence

Our Corporate Governance Guidelines require that a majority of the Board consist of independent directors and include criteria for determining if a director is independent, consistent with the director independence requirements set forth in the NYSE listing standards. In determining the independence of the directors and director nominees, the Board reviewed and considered all relationships between each director (and any member of his or her immediate family) and the Company in light of these independence criteria. Based on that review, the Board affirmatively determined that, except for Mr. Weil, all of our current directors and director nominees are independent. In addition, all members of the Board’s four standing committees are independent.

Director Criteria and Nomination Process

The Company seeks a Board with an appropriate balance of skills, knowledge, experience, independence and diversity of background among its members to enable it to discharge its duties and responsibilities effectively. The Board has delegated the process for identifying and screening potential director candidates to the Nominating and Corporate Governance Committee. When the Nominating and Corporate Governance Committee determines it is desirable to add a director or fill a vacancy on the Board, it identifies one or more qualified individuals and recommends them to the Board. The Nominating and Corporate Governance Committee may engage a third-party search firm to help identify qualified candidates.

In evaluating candidates for potential membership on the Board, the Nominating and Corporate Governance Committee considers the qualifications of each candidate, the collective experience and expertise represented on the existing Board, and the following criteria set forth in our Corporate Governance Guidelines, among others:

Based on that evaluation, the Nominating and Corporate Governance Committee recommends to the Board for nomination individuals whom it believes possess experience and expertise that will enhance the Board’s ability to serve our shareholders.

Process for Shareholder Recommendation and Nomination of Directors

The Nominating and Corporate Governance Committee will utilize the same criteria to consider candidates recommended by shareholders as those nominees recommended by management or other Board members. Shareholder nominations for election at the 2023 Annual General Meeting must be submitted to the Company by the deadlines found on page 81 of this proxy statement.

In February 2022, the Board welcomed two new members, Nelson Peltz and Edward Garden, each of whom was recommended for the Board by, and is a partner of, Trian Fund Management, L.P., the Company’s largest shareholder. The Board has agreed to include Mr. Peltz and Mr. Garden in the Company’s slate of director nominees for election at the 2022 Annual General Meeting and to allow for replacement directors of another Trian partner if either Mr. Peltz or Mr. Garden ceases to serve as a director of the Company before his term expires.

Board Refreshment and Tenure

We recognize the importance of Board refreshment to help ensure that our directors collectively possess the skills, experience and qualifications necessary for the Board to successfully carry out its duties. Our Board also recognizes the value of having directors with significant Company knowledge and experience. To help ensure the Board’s composition strikes an appropriate balance, our Corporate Governance Guidelines contain director tenure and age limits. In particular, a director may not stand for re-election after serving for 10 years (though any director who was a Board member on May 30, 2017, may serve for 15 years from the date of their original appointment to the board of Henderson Group plc or Janus Capital Group Inc., as applicable). In addition, a director typically may not stand for re-election after reaching age 72. Because Mr. Peltz’s experience as the CEO and Founding Partner of Trian Fund Management, L.P. is highly valuable to the Board and the Company, the Board determined that these were special circumstances that warranted an exception to the age limit. The Board has added three new independent directors, who currently make up 25% of the Board, since the Company was formed by the merger of Janus Capital Group Inc. and Henderson Group plc in 2017 (the “Merger”).

Committees and Membership

The Board has four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Risk. Each committee is composed entirely of directors who meet the applicable independence requirements under the NYSE listing standards. The following table provides the current membership of each committee and the number of meetings each held in 2021.

	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Risk Committee
Richard Gillingwater
Glenn Schafer
Richard Weil
Alison Davis
Kalpana Desai
Jeffrey Diermeier
Kevin Dolan
Eugene Flood Jr.
Edward Garden
Lawrence Kochard
Nelson Peltz
Angela Seymour-Jackson
Number of meetings each committee held in 2021	5	7	4	5

Chairperson

Member

The functions performed by each committee, which are set forth in greater detail in their respective charters, are summarized below. The charter for each committee is available on our website at ir.janushenderson.com under “Corporate Governance – Governance Policies & Statements.”

The Audit Committee

The Audit Committee is responsible for assisting the Board in, among other things:

The Board has determined that each member of the Audit Committee is financially literate and possesses accounting or related financial management expertise (as defined in the NYSE listing standards). The Board has also determined that each of Jeffrey Diermeier, Alison Davis and Kalpana Desai qualifies as an “audit committee financial expert” as defined under SEC rules.

The Compensation Committee

The Compensation Committee is responsible for assisting the Board in, among other things:

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for assisting the Board in, among other things:

The Risk Committee

The Risk Committee is responsible for assisting the Board in its oversight of risk, including by:

Board Meetings

During 2021, the Board held 10 meetings and approved three matters via unanimous written consent. Each of our directors who served on the Board in 2021 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, except for Tatsusaburo Yamamoto, who resigned from the Board, effective February 4, 2021, and missed the one meeting held in 2021 prior to his resignation.

The independent directors met in executive session, presided by the Chairman, at each of the Board’s regular meetings in 2021, consistent with the Company’s Corporate Governance Guidelines.

Our Corporate Governance Guidelines provide that all directors are expected to attend the Annual General Meeting of Shareholders. Nine of our 10 then-current directors attended our 2021 Annual General Meeting of Shareholders (the “2021 Annual General Meeting”) via teleconference due to local COVID-19 restrictions.

The Board’s Role in Risk Oversight

Board Evaluations

The Board believes that a constructive evaluation process is key for maintaining and improving the effectiveness of the Board and its committees. The Board and each of its committees conduct an annual evaluation to assess how they are functioning. Throughout the evaluation process, which is overseen by the Nominating and Corporate Governance Committee, each director is given substantial opportunity to provide feedback. In particular, each director completes a comprehensive annual questionnaire covering a range of topics, including Company strategy, management, Board materials and meeting practices, Board and committee composition, shareholder engagement, and other areas specific to each committee. A report is prepared for the Board and each committee summarizing the questionnaire responses, and the results of the performance evaluation are discussed with the full Board and each standing committee.

Director Orientation and Continuing Education

When new directors join the Board, we provide an orientation program to familiarize them with the Company’s business; strategic plans; significant financial, accounting and risk management issues; compliance programs; conflicts policies; Code of Business Conduct; Corporate Governance Guidelines; principal officers; and internal and independent auditors. During Board meetings, the Company’s management team frequently presents on the Company’s goals and strategies and the current competitive environment. Further, at most meetings the Board receives presentations on various topics related to key industry trends, topical business issues, risk management, and governance. These presentations help our directors understand the Company and its industry and maintain and develop their expertise.

In addition, each director is expected to participate in continuing education programs, at the Company’s expense, to maintain the necessary level of expertise to perform his or her responsibilities.

Shareholder Engagement

We conduct an active investor relations program, maintaining open dialogue with shareholders across our two listings on the NYSE and the ASX. We proactively engage with shareholders on a range of topics, including corporate governance, our philosophy, and practices relating to ESG, executive compensation, strategic priorities, and financial and business performance.

The Board regularly receives feedback on shareholder sentiment and sell-side analysts’ views of the Company and the wider industry. The Chairman of the Board also conducted a number of outreach meetings during the year with major shareholders representing approximately 35% of our common stock outstanding. Board members welcome the opportunity to learn more about shareholders’ interests in the Company. Equally, management receives updates on shareholder engagement, topics raised and key discussion points.

Trian Fund Management, L.P. is the Company’s largest shareholder and owns approximately 16.7% of our outstanding common shares. In February 2022, Messrs. Garden and Peltz (each a Founding Partner of Trian) joined our Board. We are pleased to have Trian as a major shareholder and to have the opportunity to benefit from the deep industry experience, fresh perspectives and valuable insights that Messrs. Peltz and Garden bring to our Board as we continue to execute on our strategic plan of Simple Excellence.

The following table provides examples of our engagement efforts and topics discussed with our current and prospective shareholders:

Communications with the Board

Any interested party may communicate with the Chairman of our Board or our non-executive directors as a group at the following address:

Janus Henderson Group plc
151 Detroit Street
Denver, Colorado 80206
USA
Attention: Company Secretary and General Counsel

Communications will be distributed to the Board, or to any of the Board’s committees or individual directors as appropriate, depending on the facts and circumstances of the communication. The Secretary and General Counsel will not forward communications that are unrelated to the duties and responsibilities of the Board or otherwise inappropriate.

Governance Documents

We offer many critical policies and other disclosures on our website at ir.janushenderson.com under “Corporate Governance — Governance Policies  & Statements,” including:

BOARD COMPENSATION

Our Compensation Philosophy for Non-Executive Directors

The Compensation Committee of our Board is responsible for periodically reviewing non-executive director compensation and benefits and recommending changes, if appropriate, to the full Board. Our non-executive director compensation program is designed to accomplish several objectives:

Fees and Other Compensation in 2021

In 2021, the Compensation Committee engaged its independent compensation consultant, McLagan AON (the “Independent Consultant”) to report on non-executive director compensation practices and levels as compared to the JHG Peer Group (as defined on page 48 ). Based on this report, and with guidance from the Independent Consultant, the Compensation Committee decided to increase annual service and committee fees to bring them in line with the JHG Peer Group median for the 2021/2022 service period.

The table below shows the changes, which include increases in the stock component of the annual service fees for the Chairman, Deputy Chairman, and Board members, and increases in the cash fees for committee service.

The annual retainer and fees noted above are prorated for the period of time during the calendar year that each director held the position. Annual cash service fees are paid in arrears in quarterly increments. Stock awards are paid in fully vested shares of Company stock, though directors who have met the ownership requirement have the option to receive all or part of their stock awards in cash. Pursuant to the Director Deferred Fee Plan, U.S. non-executive directors can elect to defer payment of their director fees and certain stock awards made under our director compensation programs. Deferred stock awards earn dividend equivalents, which are paid in the form of fully-vested restricted stock units (“RSUs”) that are granted on each dividend payable date. The Company also reimburses travel expenses for Board meetings, which are not included in the compensation tables below.

Stock Ownership Guidelines

To ensure that directors own a meaningful amount of Company stock to more closely align their economic interests with those of other shareholders, the Compensation Committee has set minimum stock ownership guidelines for non-executive directors, which were adopted by the Board in the Corporate Governance Guidelines. Non-executive directors are required to own shares or share equivalents of our common stock with a value of at least $300,000 within four years of joining the Board. All of our non-executive directors who served on the Board in 2021 have satisfied the ownership guidelines as of December 31, 2021, except for Alison Davis who joined the Board in February 2021. In addition, solely for purposes of satisfying the ownership guidelines, all of the shares of Company common stock beneficially owned by Trian Fund Management, L.P. are deemed to be owned directly by Nelson Peltz and Edward Garden, so Messrs. Peltz and Garden have each satisfied the ownership guidelines.

2021 Annual Compensation for Non-Executive Directors

The following table shows the compensation that each non-executive director was paid for his or her services in fiscal year 2021:

PROPOSAL 2
APPROVAL TO INCREASE THE CAP ON AGGREGATE ANNUAL COMPENSATION FOR NON-EXECUTIVE DIRECTORS

This Proposal seeks shareholder approval to increase the cap on the aggregate annual compensation that can be paid to the Company’s non-executive directors set forth in Article 140 of the Company’s Articles of Association (the “Cap”) from $3 million to $3.7  million per year. The proposed increase to the Cap, if approved, will not directly impact actual compensation payable to our non-executive directors, which is reviewed and approved by the Board every other year .

Our Articles of Association include the Cap due to the requirements of the ASX listing rules, and the Cap has not been increased since 2017. Given that we have added three new independent directors to the Board since February 2021, recently increased our Board size to 12 members, and given routine increases to director compensation since the 2017 merger that created Janus Henderson, the compensation payable to non-executive directors currently serving on our Board has reached the Cap, leaving no capacity to accommodate any future increases. Accordingly, the Board believes it is necessary and in the best interests of shareholders to increase the Cap to ensure that we are able to continue to attract and retain highly qualified independent directors to our Board.

Our Board conducts a thorough review of non-executive director compensation every other year, with input from the Company’s independent compensation consultant, McLagan AON (the “Independent Consultant”). In April 2021, the Independent Consultant conducted an assessment of our director compensation program relative to the Company’s asset management peers included in the JHG Peer Group (as defined on page 48). The Independent Consultant found that (i) the annual retainers paid to our directors lagged the market median and (ii) our committee service fees ranked near the bottom quartile relative to the JHG Peer Group. Based on this assessment, in 2021, our Board approved increases in the annual retainer and committee service fees to better align our director pay levels with the market median. The next review of non-executive director compensation will take place in 2023.

All compensation payable to our non-executive directors as a group each year is counted toward the Cap, including Board fees, committee fees and the value of equity awards. The Company does not have any active or discontinued retirement benefits plans for non-executive directors.

In accordance with ASX Listing Rule 10.17 we are seeking shareholder approval to increase the Cap, and we specifically note the following required ASX disclosures in connection with the proposed increase:

The text of the resolution in respect of Proposal 2 (which is proposed as an ordinary resolution) is as follows:

RESOLVED, that, for the purposes of ASX Listing Rule 10.17 and all other purposes, the maximum aggregate ordinary remuneration of the directors who do not hold executive office for their services be increased from $3,000,000 to $3,700,000 per year.

Vote Required and Recommendation

As an ordinary resolution, this proposal will be approved if the number of votes cast “FOR” exceeds 50% of the total number of votes cast on this matter. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of this proposal.

As required under ASX Listing Rule 14.11, the Company will disregard any votes cast in favor of this Proposal 2 by or on behalf of:

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL TO INCREASE THE CAP ON AGGREGATE ANNUAL COMPENSATION FOR NON-EXECUTIVE DIRECTORS.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)

Being a global asset management organization comes with important responsibilities. As an active manager, integrating ESG factors into our investment decision-making practices is fundamental to delivering the results clients seek. ESG-focused investing demands active and ongoing engagement, and we are committed to maintaining focus on long-term sustainability and returns.

To help ensure that strategic issues relating to ESG are appropriately identified and managed across the firm in the best interest of our clients, we established an ESG Steering Committee during 2021. This body, which is chaired by Enrique Chang, our Global Chief Investment Officer, consists of several members of our Executive Committee and senior representatives responsible for ESG activities within our Distribution and Investments teams. Under this ESG Steering Committee, individual initiatives have been created to ensure:

Responsible Investing

ESG investing demands active and ongoing engagement, and our heritage and expertise allow us to target long-term sustainable returns and positive outcomes. We also recognize that the ESG investment world is evolving, and we seek to partner with clients and act as a guide on that journey.

We believe our ability to have the greatest impact as active managers is through active engagement with the firms in which we invest. ESG considerations are a key component of the active investment processes employed by our investment teams. These teams operate and are structured in ways most suited to their respective asset classes. The investment teams apply their differentiated perspective, insight and experience to identify sustainable business practices that can generate long-term value for investors. Therefore, commitment and accountability for the execution of ESG factors rests with the relevant investment teams. Each team is responsible for articulating their specific objectives which means that the implementation of ESG criteria is carried out at the investment strategy level. At the corporate level, we encourage and support the investment teams in embedding ESG factors into their work. This support includes making available centralized resources, such as data management, research, investment platforms and risk management tools, including the following:

Over the course of 2021, we made significant progress in embedding ESG at the heart of our investment proposition. Key accomplishments in 2021 include:

The Janus Henderson Investors website (www.janushenderson.com) provides access to manager insights on how they see ESG issues reshaping the investment landscape, as well as to our ESG policies, voting records, and our annual ESG engagement and voting review.

Environmental Sustainability

Climate change, biodiversity loss and pollution are some of the greatest challenges we face today, and we recognize that urgent action is imperative to prevent irreversible consequences to the planet. We are committed to reducing our environmental impact and embedding sustainable practices throughout our business.

Our environmental highlights:

Through our carbon offsetting portfolio, we contributed to high quality, independently verified emission reduction and removal projects, and advanced the UN Sustainable Development Goals (“SDGs”).

Our 2021 Offset Portfolio:

SDGs advanced through our offset portfolio:

Community Involvement

We believe it is important to be actively engaged in the global community in which we operate. By contributing to communities through local initiatives, as well as through our investment activity and corporate engagement, we are fulfilling what we view as our civic responsibility to set a positive example.

Through financial donations, service projects and paid volunteer hours, employees are able to positively engage in the areas where we work and live, strengthening our communities and cultivating meaningful partnerships. In 2021, despite the COVID-19 pandemic, we were able to engage in some of our traditional philanthropic efforts on a limited basis, like participating in bike builds and community projects, serving meals at soup kitchens, and teaching financial literacy in the classroom. Our employees volunteered approximately 1,345 hours in the community and organized fundraising campaigns for those in need. Employees in Australia raised over AUD30,000 for 26 charities in their region. During our global month of service campaign, our employees:

The Janus Henderson Foundation

The Janus Henderson Foundation is the primary charitable giving arm of Janus Henderson Group. The Foundation seeks to make a difference in our community by helping youth achieve their full potential through access to better educational opportunities. We invest in innovative programs that prepare our youth to achieve academic success and evolve to be the future leaders of tomorrow, including those described below.

Select 2021 Partnerships:

COMMITMENT TO DIVERSITY, EQUITY AND INCLUSION (“DEI”)

We are committed to creating an inclusive environment that promotes equality, cultural awareness and respect by implementing equitable policies, benefits, training, recruiting and recognition practices to support our employees. Diversity, equity and inclusion are about valuing our differences, creating equal opportunities and continually identifying ways to improve our cultural intelligence, which ultimately leads to better decision-making and a more tailored client experience.

Increasing diversity in senior management positions is a DEI priority. In September 2021, we established goals to increase the number of women in senior management positions from 25% to 30% by 2023 and to increase the number of racial and ethnically diverse employees in senior management positions from 11% to 16% by 2023.

In addition, we established a global Diversity, Equity & Inclusion Committee in 2017, with representation from our Executive Committee and leaders across the business and adopted a Diversity, Equity and Inclusion Policy, which is available on our website at ir.janushenderson.com under “Corporate Governance — Corporate Social Responsibility. ”

In 2017, we signed on to the HM Treasury’s Women in Finance Charter, pledging our commitment to promote gender balance in the UK financial services industry. When we signed the charter, our female senior management percentage was 16%. In 2021, we met our 2022 Charter target goal of 25% senior management women representation in the UK ahead of schedule, and we are on track to achieve our new goal of 30% representation by 2023. In addition to disclosing this measurable objective for achieving gender diversity, we also disclose progress made towards achieving gender diversity in our Impact Report, including the percentage of women employed by the Company globally, and the percentage of women in management and senior leadership roles globally.

Employees value our Employee Resource Groups, which include the Gender Diversity Alliance, the Black Professional Network and Janus Henderson Pride, to name just a few.

KEY DEI ACCOMPLISHMENTS IN 2021:

Workforce Ethnic Diversity*	Workforce Gender Diversity*	Overall Diversity Within Janus Henderson**

EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

The Compensation Discussion & Analysis (“CD&A”) provides an overview of our executive compensation philosophy and the principal elements used to compensate our CEO and other Named Executive Officers (“other NEOs”) identified below. We also outline the 2021 compensation decisions taken by our Compensation Committee and describe how compensation for the CEO and our other NEOs aligns with the Company’s performance and strategic priorities.

Our 2021 Named Executive Officers include:

In November 2021, the Company announced Mr. Weil’s intention to retire as Chief Executive Officer and as a member of the Company’s Board of Directors, effective March 31, 2022. The Board has initiated an internal and external search process with the assistance of a leading executive search firm to identify a successor to lead the Company through its next phase of growth. To ensure a seamless transition, Mr. Weil will remain in his role until March 31, 2022 and assist with an orderly transfer of responsibilities, serving as an adviser to the Company through June 30, 2022.

Compensation Principles

Our Compensation Committee oversees our overall compensation program, including executive compensation. In terms of executive compensation, the Compensation Committee is responsible for the program’s overall design, the review and approval of goals and objectives relevant to our CEO’s performance assessment and compensation decisions, and approval of the compensation of our executive officers based on an evaluation of each executive’s performance. Our executive compensation practices are centered around the following principles:

2021 Company Highlights

2021 was another uniquely challenging year, marked by volatile markets and unpredictable changes to our home and work lives, yet our strategic focus remained unchanged. While we are encouraged by our progress in a number of key areas, we appreciate that our potential is greater than our current results. This is most evident in our net flows, which, despite improving significantly in each of the past two years, remain negative overall. Our 2021 accomplishments and performance highlights are described below.

Produce dependable investment outcomes

Investment performance remained solid despite elevated volatility in global markets with more than half of AUM outperforming benchmarks on a 1-, 3- and 5-year basis. We continued to invest in our employees and in technology to strengthen risk-adjusted returns for our clients.

Excel in distribution and client experience

During the year, we made key senior level appointments globally in Sales, Consultant Relations and Client Experience that should deepen our relationships with our clients. In intermediary sales, which is our largest distribution channel, we saw good client demand particularly in the EMEA (Europe, Middle East and Africa), Latin America and Asia Pacific regions, all of which had net inflows for the year.

Focus and increase operational efficiency

Operational efficiency continues to be a key focus for our business. Throughout the year, we made substantial investments in technology and data architecture, including key front office technology, our customer relationship management system and our investment teams’ order management system. These transformational projects should significantly improve our efficiency in delivering for our clients.

We also continued to enhance, simplify and strengthen our platform to deliver future growth. During 2021:

Proactive risk and control environment

We have continued to significantly enhance our risk and control environment, moving towards our best-in-class approach. The work we have been doing in this area is critical to building a long-term growth foundation and enabling us to actively pursue growth opportunities. Importantly, in 2021 , some of our work was evidenced by lower regulatory capital requirements, which assisted us in delivering increased capital returns to our shareholders.

Develop new growth initiatives

2021 was our most active year in launching new products. We successfully launched new products in our focus areas of growth, including active exchange traded funds (“ETFs”), ESG, Fixed Income and Alternatives. We launched over 20 new products globally, including a suite of five sustainable active equity and fixed income ETFs in the U.S. In Europe, we continued to focus on the roll out of sustainable funds under the SFDR . We launched two new funds with a principal objective of sustainability, including a U.S. Sustainable Equities strategy and a sustainable technology fund. In addition to these product launches, we had some early successes in expanding our distribution channels by growing relationships with model portfolio providers in the U.S.

2021 Investment and Financial Performance

Investment Performance

Solid investment performance with 54%, 58%, 76% and 84% of assets under management outperforming relevant benchmarks on a one-, three-, five- and 10-year basis, respectively.

% of AUM outperforming benchmarks as of December 31, 2021

Capability	1-year		3-year		5-year		10-year
Equities
Fixed Income
Multi-Asset
Quantitative Equities
Alternatives
Total

Financial Results

2021 was a year of strong financial performance despite net flows, which remain negative overall. With the assistance of both markets and investment performance, AUM finished the year at a record high of $432 billion. Financial highlights include:

Total Shareholder Return (“TSR”)

TSR for JHG in 2021 was +34.1%, compared to a median TSR of +34.7% for the JHG Peer Group, +47.6% for the S&P U.S. BMI Asset Management & Custody Banks Index and +28.7 for the S&P 500.

Adjusted Revenue*

A 20% increase in average AUM and a higher net management fee margin led to a 21% increase in adjusted revenue for the year to $2,215 million from $1,834 million in 2020.

Adjusted Operating Margin* (%)

Adjusted operating margin of 43.5% increased 5.5 percentage points from 38.0% in 2020.

Adjusted Diluted EPS* ($)

On an adjusted diluted basis EPS was $4.28, a record for the firm, up 42% on 2020.

Dividend per Share ($)

Dividends of $256 million were paid out during 2021, increasing the dividend per share by 4% in 2021.

* In addition to financial results reported in accordance with GAAP, we report certain financial measures on a non-GAAP basis. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may differ from the non-GAAP financial measures used by other companies. For additional information, see Annex A, “Reconciliation of Non-GAAP Financial Measures.”

Elements of Compensation

Our Compensation Committee emphasizes performance-based variable incentives as the primary element of compensation paid to the CEO and our other NEOs, reinforcing our strong pay-for-performance culture. In the 2021 performance year, 92% of the CEO’s total compensation and 91% of our other NEOs’ total compensation consisted of performance-based variable incentives. As shown in the charts below, a significant portion of variable compensation is deferred into JHG stock-based awards and/or fund unit awards, aligning management, client and shareholder interests, consistent with our compensation philosophy.

The charts below illustrate the mix of total compensation awarded in respect of the 2021 performance year. Total compensation includes base salary plus variable compensation delivered in the form of cash (Short Term Incentive, or “STI”) and deferrals into restricted stock units and/or fund unit awards (Long Term Incentive, or “LTI”). LTI includes one-time Transition Awards granted in February 2022.

We strive to maintain an appropriate balance between base salary and variable compensation without targeting a specific mix or ratio in the compensation framework for the CEO and the other NEOs. However, once the CEO’s total variable compensation is determined for a particular year, the percentage mix between cash and deferred awards, as well as the percentage mix between types of deferred awards, is fixed.

CEO Scorecard Approach and 2021 CEO Variable Compensation

CEO Scorecard Approach

For the CEO, the Compensation Committee uses a structured scorecard to evaluate performance and determine annual variable compensation. The scorecard is designed to align CEO compensation with the Company’s performance and reward the CEO for achieving goals that maximize long-term value creation for our shareholders and clients.

At the beginning of each year, the Compensation Committee establishes the CEO’s target incentive opportunity as well as the scorecard performance measures and weightings. In setting the target incentive opportunity, the Compensation Committee considers various factors based on feedback from our Independent Consultant, including the Company’s revenue and total assets under management, as well as business complexity, compared to the JHG Peer Group. The Compensation Committee determined that the CEO’s 2021 target incentive opportunity would increase to $8.5 million based on market pay practices of the other companies in the JHG Peer Group.

The performance categories, measures and weightings used in the 2021 scorecard were the following:

After the end of each year, the Compensation Committee uses the scorecard to evaluate the CEO’s performance relative to the specific investment, financial and strategic performance objectives.

Using the table below, the Compensation Committee selects a performance multiplier range between 0.0 and 2.0 for each performance category in the scorecard, as well as an overall performance ‘multiplier’ between 0.0 and 2.0.

The overall performance multiplier is applied to the CEO’s target incentive opportunity in order to calculate the CEO’s total variable compensation award. As shown below, once the amount of the CEO’s total variable compensation award is determined, 50% is paid in cash and 50% is deferred.

Given that Mr. Weil will retire in 2022:

Notes:

The scorecard approach used to determine total variable compensation coupled with the PSU vesting conditions subjects the CEO’s total variable compensation award to two distinct performance hurdles:

Subjecting the deferred PSUs to this double hurdle underscores the Compensation Committee’s dedication to pay for performance, establishing rigorous performance standards, and aligning the CEO’s pay with shareholder interests over the short- and long-term. As shown in the table below, the vesting percentage for the CEO’s 2016, 2017 and 2018 PSU grants averaged 89% of the total units granted.

CEO PSU Grants

Notes: For purposes of this illustration, grants shown represent awards related to the year of performance rather than the year in which they were granted.

2021 CEO Variable Compensation

Based on its evaluation of 2021 investment, financial and strategic results using the scorecard, the Compensation Committee determined an overall performance multiplier of 1.10 for the CEO as illustrated in the table below. The overall performance multiplier is applied to the CEO’s target incentive opportunity of $8.5 million in order to calculate the CEO’s 2021 total variable compensation incentive award shown below.

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	Performance Multiplier Ranges
Performance Category	0.0	0.5	1.0		1.5		2.0
Investment Excellence (30%)
Financial Results (40%)
Strategic Results (30%)
Overall Performance Multiplier

Committee’s assigned multiplier range

Richard Weil  | Chief Executive Officer

Compensation Decisions

Mr. Weil’s base salary is reviewed periodically by the Compensation Committee. He did not receive a salary increase in 2021.

Mr. Weil’s total variable compensation was determined using the overall performance multiplier of 1.10, calculated based on the performance multiplier ranges assigned by the Compensation Committee to Investment Excellence, Financial and Strategic Results based on their assessment of the 2021 CEO scorecard outcomes. This multiplier was applied to the 2021 target incentive opportunity of $8.5 million, resulting in $9.350 million in total variable compensation. This represents a 20% increase in total variable compensation and an 18% increase in total compensation as compared to 2020.

2021 CEO Scorecard Assessment

Investment Excellence (30% weighting)

Investment performance is 100% formulaic.

Based on firm-wide fund performance, on an AUM-weighted basis, the % of assets outperforming respective benchmarks over the three-year investment period ending December 31, 2021 was 58%, resulting in a performance multiplier range of 1.0 to 1.5 for Investment Excellence.

Financial Results (40% weighting)

Financial performance is determined 50% formulaic and 50% subjective.

Formulaic financial results are determined based on the Company’s one-year relative financial performance for 2021 as compared to the JHG Peer Group over the same period. The formulaic component is calculated using a simple average of three multipliers: revenue growth, net income before taxes, and net flows.

Subjective financial results reflect the Compensation Committee’s holistic assessment of results including, but not limited to: actual vs. budget year-over-year , shareholder return, balance sheet quality and other financial outcomes for 2021.

The Compensation Committee assigned a performance multiplier range of 0.5 to 1.0 for financial results based on the combined formulaic and subjective results described above.

Strategic Results (30% weighting)

Strategic performance is 100% subjective and the Compensation Committee assigned a performance multiplier range of 1.0 to 1.5 based for strategic results based on the following:

2021 Compensation for Other NEOs

The Compensation Committee is responsible for oversight and approval of compensation paid to the NEOs who are eligible to receive discretionary total variable compensation awards based on Company, department and individual performance.

We pay annual variable compensation to the majority of employees from pools funded by Company profits (“profit pools”). These profit pools effectively create a “profit share” arrangement between our employees and shareholders. Total variable compensation paid to the other NEOs is fully discretionary and directionally consistent with the variable compensation paid to all employees funded from the profit pools.

In addition to profit pool outcomes, the Compensation Committee considers a number of factors in determining total variable compensation for our NEOs:

The other NEO’s total variable compensation awards are subject to our standard deferral methodology under which a portion of each NEO’s award is paid in cash and the remainder is deferred into RSUs and/ or fund unit awards. These long-term incentive awards vest in equal installments over a three-year period.

The Compensation Committee also considered the uncertainty caused by the CEO’s retirement, combined with an increase in shareholder activism, and decided to deliver transition awards to the other NEOs to reinforce leadership stability during this period of transition and change. The transition awards, as shown in the tables below, were delivered in time-based RSUs and will cliff vest at the end of two years.

Roger Thompson  | Chief Financial Officer

Compensation Decisions

The Compensation Committee approved $2.818 million in total variable compensation for Mr. Thompson which represents a 25% increase as compared to 2020. This increase recognizes his contributions toward a highly profitable, cash generative business capable of investing in new growth initiatives. Mr. Thompson did not receive a salary increase in 2021.

Mr. Thompson’s compensation is determined in Great British Pounds (“GBP”) and converted to USD using an annual average exchange rate between GBP and USD equal to 1.3746.

2021 Key Achievements

Suzanne Cain  | Global Head of Distribution

Compensation Decisions

The Compensation Committee approved $3.60 million in total variable compensation for Ms. Cain which represents a 31% increase as compared to 2020. This increase is largely driven by her contribution in advancing the strategic agenda of our distribution efforts, which improved our 2021 organic growth rate , excluding Intech, of (1.2)% as compared to ( 4.6 )% in 2020. Ms. Cain did not receive a salary increase in 2021.

2021 Key Achievements

Georgina Fogo  | Chief Risk Officer

Compensation Decisions

The Compensation Committee approved $1.787 million in total variable compensation for Ms. Fogo which represents a 25% increase as compared to 2020. Ms. Fogo is responsible for the Company’s enhanced risk and control environment and improved relationships with regulators. Ms. Fogo did not receive a salary increase in 2021.

Ms. Fogo’s compensation is determined in GBP and converted to USD using an annual average exchange rate between GBP and USD equal to 1.3746.

2021 Key Achievements

Michelle Rosenberg  | General Counsel and Company Secretary

Compensation Decisions

The Compensation Committee approved $1.65 million in total variable compensation for Ms. Rosenberg which represents a 44% increase as compared to 2020. Ms. Rosenberg was promoted into the General Counsel role in 2018. This increase recognizes her competence in the role and increases her total variable compensation toward the market median as compared to the JHG Peer Group.

2021 Key Achievements

The Compensation Process

JHG Peer Group

The Compensation Committee, with assistance from our Independent Consultant, periodically reviews the composition of our peer group to ensure that the group continues to serve as an appropriate market reference for executive compensation purposes. Recent industry consolidation necessitated a review and update to the JHG Peer Group during 2021. When reviewing the composition of our peer group, the Compensation Committee considered various factors, including our revenue and total AUM compared to the revenue and total AUM of a select group of companies, as well as our relative performance against the JHG Peer Group (as may change from time to time).

The Compensation Committee does not solely determine executive pay levels based on those of the JHG Peer Group. Instead, the Compensation Committee uses data from the JHG Peer Group as one of multiple reasonable reference points when determining NEO pay. The Compensation Committee believes that reference to the JHG Peer Group is useful to ensure that NEO variable compensation is competitive relative to compensation levels at other asset management firms with which we compete for executive talent.

Below is the compensation peer group that we used for 2021 (the “JHG Peer Group”):

JHG PEER GROUP

Role of the Independent Compensation Consultant

The Compensation Committee has the sole authority to retain and terminate any compensation consulting firm directly assisting it in the evaluation of director or executive compensation. The Compensation Committee also has the sole authority to approve fees and other retention terms for its consultant.

The Compensation Committee retains McLagan AON as its Independent Consultant to provide objective analyses of, and counsel on, our executive compensation program and practices. Throughout the year, the Independent Consultant is asked to review and comment objectively on management proposals and presentations to the Compensation Committee covering all elements of compensation paid to the NEOs, including an evaluation of the market competitiveness of our executive compensation packages, an assessment of pay in relation to performance and input into CEO and other executive pay designs. The Independent Consultant also provides counsel on general market trends and technical developments, as well as input on the amount and structure of pay for the non-executive directors serving on our Board. The Independent Consultant is required, on an annual basis and upon the reasonable request of the Compensation Committee, to report to the Compensation Committee on any consulting services performed for management and their related fees. There were no such services provided to management during fiscal year 2021.

The Compensation Committee recognizes that it is essential to receive objective advice from compensation consultants that are independent. The Compensation Committee selects its compensation consultant only after taking into consideration all factors relevant to the consultant’s independence, including the following:

During fiscal year 2021, the Company paid the Independent Consultant $151,733 in consulting fees directly related to services performed for the Compensation Committee.

Shareholder Outreach

In addition to the compensation principles and practices described above, our executive compensation and other governance matters are informed by shareholder feedback. We regularly engage with shareholders to understand their perspectives and, in 2021, we received the following feedback related to executive compensation:

Compensation Risk Assessment

On an annual basis, the Company undertakes an assessment of existing compensation programs and practices to include the material terms of our compensation plans, design elements that could potentially encourage excessive risk-taking or are reasonably likely to have a material adverse impact on the Company and any risk mitigation features in place. The Compensation Committee receives the results of this assessment for review and consideration. In 2021, the Compensation Committee concluded that the Company’s compensation programs and practices discourage excessive risk-taking due to its mix of fixed and variable compensation, use of deferred incentives (including both in the form of RSUs and fund unit awards), and the Compensation Committee’s ability to claw back both deferred and previously paid awards.

Other Compensation Policies

We are committed to ensuring that our executive compensation program and practices reflect principles of good governance as demonstrated by the following key aspects comprising our program and by those practices that we do not engage in.

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
	Majority of NEO compensation is at risk (92% for the CEO, 91% for other NEOs)
	At least 48% of our NEOs’ total variable compensation consists of long-term incentive awards
	Half 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)
	Require one-year, post-vesting holding period on earned PSUs
	Regularly review the governance of our programs and make revisions 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
	No gross-ups for potential excise taxes
	No dividends or dividend equivalents 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

Stock Ownership Guidelines

To ensure our NEOs and other executive officers make a meaningful investment in our common stock to more closely align their economic interests with those of other shareholders, the Compensation Committee has set minimum stock ownership guidelines for non-executive directors and members of the Company’s Executive Committee. We believe this commitment to stock ownership will continue to play a significant role in driving our success and creating long-term value and further aligns our senior leaders’ interests with those of our shareholders. Each of our NEOs has satisfied the applicable stock ownership guidelines, which are set forth below.

Stock Ownership Guidelines

Shares that count towards this ownership guideline include shares of our common stock owned directly, common stock equivalents, and JHG fund holdings. Unearned PSUs do not count towards the ownership guideline. The CEO, NEOs and other Executive Committee members must meet these requirements within five years of becoming subject to the ownership requirement.

Hedging and Pledging

Our Share Trading Policy prohibits our employees and directors from engaging in hedging designed to offset or reduce the risk of price fluctuations in our common stock or any other transactions that include the use of derivatives (including contracts for difference, spread betting, prepaid variable forward contracts, equity swaps, collars or exchange funds) in relation to our common stock or similar transactions with respect to our common stock that would allow them to continue to own the securities without the full risks and rewards of ownership.

In addition, our Share Trading Policy prohibits our employees and directors from trading in options, warrants, puts and calls or similar instruments linked to our securities. Given the relatively short term of publicly traded options, transactions in options may create the appearance that he or she is trading based on material non-public information and focus attention on short-term performance at the expense of the Company’s long-term objectives.

Our Share Trading Policy also prohibits our directors and employees from engaging in short sales of our common stock. Short sales may reduce a seller’s incentive to seek to improve the Company’s performance and often have the potential to signal to the market that the seller lacks confidence in our prospects. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales of our common stock.

Because a margin sale or foreclosure sale could occur at a time when the holder is aware of material non-public information or otherwise is not permitted to trade in JHG common stock, our Share Trading Policy prohibits employees and directors from holding shares of our common stock in a margin account or otherwise pledging our stock as collateral for a loan.

Certain aspects of this policy do not apply to Trian, our largest shareholder and an institutional investment manager of which Mr. Peltz is Chief Executive Officer and Mr. Garden is Chief Investment Officer, and its affiliates, including the funds and investment vehicles managed by Trian. However, our Share Trading Policy applies to each of Mr. Peltz and Mr. Garden in his individual capacity.

Clawback

The Company maintains a clawback policy applicable to long-term incentive awards, including equity-based compensation, granted to our NEOs on or after January 1, 2020, to the extent such individuals were NEOs at the time of grant. Upon a breach of the policy, the Compensation Committee (or the Board) may cause such awards to be forfeited or, in the case of previously settled or paid awards, recouped (i.e., clawed back). The policy applies under the following circumstances: (i) if the NEO is found to have engaged in certain types of material misconduct, (ii) in case of certain situations involving a material misrepresentation (regardless of whether the NEO's actions caused the misrepresentation) in relation to the financial performance of the Company, its subsidiaries, business units, funds or other investment vehicles managed by a member of the Company group, including upon a misstatement of financial results or other errors or discrepancies, or relating to the performance of the NEO, which formed the basis of certain incentive compensation determinations, (iii) upon significant changes in the overall financial situation of the Company group and (iv) upon a material failure of risk management.

Compensation Committee Report

Our Compensation Committee has reviewed and discussed with management the CD&A included in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the CD&A be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021.

Respectfully submitted by the Compensation Committee:

Lawrence Kochard (Chair)
Richard Gillingwater
Glenn Schafer
Angela Seymour-Jackson

Summary Compensation Table for Fiscal Year 2021

The following table provides information regarding the compensation earned during the years ended December 31, 2019, 2020 and 2021 by each of our Named Executive Officers. The information presented below may be different from compensation information presented in this proxy statement under the Compensation Discussion & Analysis above, as such section describes compensation decisions made in respect of the 2021 performance year, regardless of when such compensation was actually paid or granted.