o  Preliminary proxy statement
o  Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ  Definitive Proxy Statement
o  Definitive Additional Materials
o  Soliciting Material Pursuant to § 240.14a-12

þ	No fee required.
o	Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

 

---

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid: ____________________________________________________

 

(2)	Form, Schedule or Registration Statement No.: ____________________________________________________

 

(3)	Filing Party: ____________________________________________________

 

(4)	Date Filed: ____________________________________________________

 

 

 

		Yours sincerely,
		Rex D. Adams Chairman

 

 

5. To appoint Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2011; and

•

If your Invesco shares are registered in your name and you received or accessed your proxy materials electronically over the Internet, click the appropriate box on the electronic proxy card or follow the telephone instructions when prompted and an admission ticket will be held for you at the check-in area at the Annual General Meeting.

•

If your Invesco shares are held in a bank or brokerage account, contact your bank or broker to obtain a written legal proxy in order to vote your shares at the meeting. If you do not obtain a legal proxy from your bank or broker, you will not be entitled to vote your shares, but you can still attend the Annual General Meeting if you bring a recent bank or brokerage statement showing that you owned Invesco common shares on March 28, 2011.

QUESTIONS AND ANSWERS	5
PROPOSAL NO. 1 — ELECTION OF DIRECTORS	10
INFORMATION ABOUT DIRECTOR NOMINEES AND DIRECTORS CONTINUING IN OFFICE	11
INFORMATION ABOUT THE EXECUTIVE OFFICERS OF THE COMPANY	14
CORPORATE  GOVERNANCE	15
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES	16
BOARD MEETINGS AND ANNUAL GENERAL MEETING OF SHAREHOLDERS	16
COMMITTEE MEMBERSHIP AND MEETINGS	17
THE AUDIT  COMMITTEE	17
THE COMPENSATION COMMITTEE	18
THE NOMINATION AND CORPORATE GOVERNANCE COMMITTEE	19
DIRECTOR  COMPENSATION	20
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS	22
SECURITY OWNERSHIP OF MANAGEMENT	22
EXECUTIVE  COMPENSATION	24
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION COMMITTEE REPORT
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	45
REPORT OF THE AUDIT COMMITTEE	45
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	46
PRE-APPROVAL PROCESS AND POLICY	47
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	47
RELATED PERSON TRANSACTION POLICY	48
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	48
PROPOSAL NO. 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION	49
PROPOSAL NO. 3 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION	52
PROPOSAL NO. 4 — APPROVAL OF THE INVESCO LTD. 2011 GLOBAL EQUITY INCENTIVE PLAN	53
PROPOSAL NO. 5 —APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	60
ADDITIONAL  INFORMATION	61

Why did I receive this Proxy Statement?	You have received these proxy materials because Invesco’s Board of Directors is soliciting your proxy to vote your shares at the Annual General Meeting on May 26, 2011. This proxy statement includes information that is designed to assist you in voting your shares and information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”).
What is a proxy?	A “proxy” is a written authorization from you to another person that allows such person (the “proxy holder”) to vote your shares on your behalf. The Board of Directors is asking you to allow any of the following persons to vote your shares at the Annual General Meeting: Rex D. Adams, Chairman of the Board of Directors; Martin L. Flanagan, President and Chief Executive Officer; Loren M. Starr, Senior Managing Director and Chief Financial Officer; Colin D. Meadows, Senior Managing Director and Chief Administrative Officer and Kevin M. Carome, Senior Managing Director and General Counsel.
Why did I not receive my proxy materials in the mail?	As permitted by rules of the SEC, Invesco is making this Proxy Statement and its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (“Annual Report”) available to its shareholders electronically via the Internet. The “e-proxy” process expedites shareholders’ receipt of proxy materials and lowers the costs and reduces the environmental impact of our Annual General Meeting.
	On April 14, 2011, we mailed to shareholders of record as of the close of business on March 28, 2011 (“Record Date”) a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement, our Annual Report and other soliciting materials via the Internet. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions included in the Notice for requesting such materials.
If you are delivering proxy materials via the Internet, why did I receive my proxy materials in the mail?	Certain regulations that apply to the Invesco 401(k) Plan, the Invesco Money Purchase Plan, as well as the Invesco ESOP require us to send copies of the proxy materials to persons who have interests in Invesco common shares through participation in those plans. These individuals are not eligible to vote directly at the Annual General Meeting. They may, however, instruct the trustees or plan administrators of these plans how to vote the common shares represented by their interests.
Who is entitled to vote?	Each holder of record of Invesco common shares on the Record Date for the Annual General Meeting is entitled to attend and vote at the Annual General Meeting.
What is the difference between holding shares as a shareholder “of record” and as a “beneficial owner”?	· Shareholders of Record. You are a shareholder of record if at the close of business on the Record Date your shares were registered directly in your name with The Bank of New York Mellon, our transfer agent.   · Beneficial Owner. You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like most of our shareholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. Please see “What if I return a signed proxy or voting instruction card, but do not specify how my shares are to be voted?” for additional information.   · Invesco has requested banks, brokerage firms and other nominees who hold Invesco common shares on behalf of beneficial owners of the common shares as of the close of business on the Record Date to forward the Notice to those beneficial owners. Invesco has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.

 

 

 

How many votes do I have?	Every holder of a common share on the Record Date will be entitled to one vote per share for each Director to be elected at the Annual General Meeting and to one vote per share on each other matter presented at the Annual General Meeting. A poll will be taken on each proposal voted upon at the Annual General Meeting. On the Record Date there were 462,027,813 common shares outstanding and entitled to vote at the Annual General Meeting.
What proposals are being presented at the Annual General Meeting?	Invesco intends to present proposals numbered one through five for shareholder consideration and voting at the Annual General Meeting. These proposals are for:
	1. Election of three (3) members of the Board of Directors;
	2. Advisory vote to approve executive compensation;
	3. Advisory vote on the frequency of holding future advisory votes on executive compensation;
	4. Approval of the Invesco Ltd. 2011 Global Equity Incentive Plan;  and
	5. Appointment of Ernst & Young LLP as the company’s independent registered public accounting firm.
	Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual General Meeting, Invesco does not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on such matter in their discretion.
How does the Board of Directors recommend that I vote?	The Board of Directors recommends that you vote:
	· FOR the election of the three (3) directors nominated by our Board and named in this proxy statement;
	· FOR the approval, on an advisory basis, of the compensation of our named executive officers;
	· FOR the approval, on an advisory basis, of an annual advisory vote on executive compensation;
	· FOR approval of the Invesco Ltd. 2011 Global Equity Incentive Plan; and
	· FOR appointment of Ernst & Young LLP as the company’s independent registered public accounting firm.

 

 

 

 

 

 

 

 

How do I attend the Annual General Meeting?	All shareholders are invited to attend the Annual General Meeting. An admission ticket (or other proof of share ownership) and some form of government-issued photo identification (such as a valid driver’s license or passport) will be required for admission to the Annual General Meeting. Only shareholders who own Invesco common shares as of the close of business on the Record Date and invited guests will be entitled to attend the meeting. An admission ticket will serve as verification of your ownership. Registration will begin at 12:00 p.m. Eastern Time and the Annual General Meeting will begin at 1:00 p.m. Eastern Time.
	•       If your Invesco shares are registered in your name and you received or accessed your proxy materials electronically via the Internet, click the appropriate box on the electronic proxy card or follow the telephone instructions when prompted and an admission ticket will be held for you at the check-in area at the Annual General Meeting.
	•       If you received your proxy materials by mail and voted by completing your proxy card and checked the box indicating that you plan to attend the meeting, an admission ticket will be held for you at the check-in area at the Annual General Meeting.
	•       If your Invesco shares are held in a bank or brokerage account, contact your bank or broker to obtain a written legal proxy in order to vote your shares at the meeting. If you do not obtain a legal proxy from your bank or broker, you will not be entitled to vote your shares, but you can still attend the Annual General Meeting if you bring a recent bank or brokerage statement showing that you owned Invesco common shares on March 28, 2011. You should report to the check-in area for admission to the Annual General Meeting.
How do I vote and what are the voting deadlines?	You may vote your shares in person at the Annual General Meeting or by proxy. There are three ways to vote by proxy:
	•     Via the Internet: You can submit a proxy via the Internet until 11:59 p.m. Eastern Time on May 25, 2011, by accessing the web site at http://www.proxyvoting.com/ivz and following the instructions you will find on the web site. Internet proxy submission is available 24 hours a day. You will be given the opportunity to confirm that your instructions have been properly recorded.
	•      By Telephone: You can submit a proxy by telephone until 11:59 p.m. Eastern Time on May 25, 2011, by calling toll-free 1-866-540-5760 (from the U.S. and Canada) and following the instructions.
	•      By Mail: If you have received your proxy materials by mail, you can vote by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. If you hold your common shares in an account with a bank or broker (i.e. in “street name”), you can vote by following the instructions on the voting instruction card provided to you by your bank or broker. Proxy cards returned by mail must be received no later than the close of business on May 25, 2011.
	Even if you plan to be present at the Annual General Meeting, we encourage you to vote your common shares by proxy using one of the methods described above. Invesco shareholders of record who attend the meeting may vote their common shares in person, even though they have sent in proxies.
What if my common shares are held in an Invesco retirement plan?	For participants in the Invesco 401(k) Plan, the Invesco Money Purchase Plan and the Invesco ESOP (collectively, the “Retirement Plans”), your shares will be voted as you instruct the trustees or plan administrators of the Retirement Plans. There are three ways to vote: via the Internet, by telephone or by returning your voting instruction card. Please follow the instructions included on your voting instruction card on how to vote using one of the three methods. Your vote will serve as voting instructions to the trustees or plan administrators of the Retirement Plans for shares allocated to your account, as well as a proportionate share of any unallocated shares and unvoted shares. If you do not vote shares allocated to your account held in the Retirement Plans, the trustee or plan administrator will vote your shares in the same proportion as the shares for which instructions were received from all other holders of common shares in the Retirement Plan. You cannot vote your Retirement Plan shares in person at the meeting. To allow sufficient time for voting by the trustees and plan administrators of the Retirement Plans, the trustees and plan administrators must receive your vote by no later than 5:00 p.m. Eastern Time on May 23, 2011.

 

 

 

What if I hold restricted shares?	For participants in the Invesco Global Stock Plan and 2008 Global Equity Incentive Plan who hold Restricted Share Awards through Fidelity, the company’s stock plan administrator, your restricted shares will be voted as you instruct the custodian for such shares, Invesco Ltd. (the “Custodian”). There are three ways to vote: via the Internet, by telephone or by returning your voting instruction card. Please follow the instructions included on your voting instruction card on how to vote using one of the three methods. Your vote will serve as voting instructions to the Custodian for your restricted shares. If you do not provide instructions regarding your restricted shares, the Custodian will not vote them. You cannot vote your restricted shares in person at the meeting. To allow sufficient time for voting by the Custodian, the Custodian must receive your vote by no later than 11:59 p.m. Eastern Time on May 21, 2011.
May I change or revoke my vote?	Yes. You may change your vote in one of several ways at any time before it is exercised:
	•       Grant a subsequent proxy via the Internet or telephone;
	•       Submit another proxy card (or voting instruction card) with a date later than your previously delivered proxy;
	•      Notify our Secretary in writing before the Annual General Meeting that you are revoking your proxy or, if you hold your shares in “street name,” follow the instructions on the voting instruction card; or
	•       If you are a shareholder of record, or a beneficial owner with a proxy from the shareholder of record, vote in person at the Annual General Meeting.
What will happen if I do not vote my shares?	· Shareholders of Record. If you are the shareholder of record of your shares and you do not vote in person at the Annual General Meeting, or by proxy via the Internet, by telephone, or by mail, your shares will not be voted at the Annual General Meeting.
	· Beneficial Owners. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Under the rules of the New York Stock Exchange (“NYSE”), your broker or nominee has discretion to vote your shares on routine matters, such as Proposal 5, but does not have discretion to vote your shares on non-routine matters, such as Proposals 1, 2, 3 and 4. Therefore, if you do not instruct your broker as to how to vote your shares on Proposals 1, 2, 3 or 4, this would be a “broker non-vote,” and your shares would not be counted as having been voted on the applicable proposal. We therefore strongly encourage you to instruct your broker or nominee on how you wish to vote your shares.
What is the effect of a broker non-vote or abstention?	Under NYSE rules, brokers or other nominees who hold shares for a beneficial owner have the discretion to vote on a limited number of routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual General Meeting. A “broker non-vote” occurs when a broker or other nominee does not receive such voting instructions and does not have the discretion to vote the shares. Pursuant to Bermuda law, broker non-votes and abstentions are not included in the determination of the common shares voting on such matter, but are counted for quorum purposes.
What if I return a signed proxy or voting instruction card, but do not specify how my shares are to be voted?	· Shareholders of Record. If you are a shareholder of record and you submit a proxy, but you do not provide voting instructions, all of your shares will be voted FOR Proposals 1, 2, 4 and 5, and “1 Year” on Proposal 3.   · Beneficial Owners. If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under NYSE rules, brokers and other nominees have the discretion to vote on routine matters, such as Proposal 5, but do not have discretion to vote on non-routine matters, such as Proposals 1, 2, 3 and 4. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal 5 and any other routine matters properly presented for a vote at the Annual General Meeting.

 

 

 

 

 

 

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials?	It means you own Invesco common shares in more than one account, such as individually and jointly with your spouse. Please vote all of your common shares. Beneficial owners sharing an address who are receiving multiple copies of the Notice or the proxy materials may contact their broker, bank or other nominee to request that only a single copy of such document(s) be mailed to all shareholders at the shared address in the future. In addition, if you are the beneficial owner, your broker, bank or other nominee may deliver only one copy of the Notice or the proxy materials to multiple shareholders who share an address unless that broker, bank or other nominee has received contrary instructions from one or more of the beneficial owners. Invesco will deliver promptly, upon request, a separate copy of the Notice or other proxy materials to a shareholder at a shared address to which a single copy of such document(s) was delivered. Shareholders who wish to receive a separate written copy of such documents, now or in the future, should submit their request to our Secretary via e-mail to: company.secretary@invesco.com or by writing Invesco Ltd., Attn: Office of the Secretary, 1555 Peachtree Street N.E., Atlanta, Georgia 30309.
What is a quorum?	A quorum is necessary to hold a valid meeting. The presence, in person, of two or more persons representing, in person or by proxy, more than fifty percent (50%) of the issued and outstanding common shares entitled to vote at the meeting as of the Record Date constitutes a quorum for the conduct of business.
What vote is required in order to approve each proposal?	For each proposal, other than Proposal 3, the affirmative vote of a majority of the votes cast on such proposal at the Annual General Meeting is required. Under our Bye-Laws, a majority of the votes cast means the number of shares voted “for” a proposal must exceed 50% of the votes cast with respect to such proposal. Votes “cast” include only votes cast with respect to shares present in person or represented by proxy and excludes abstentions.   For Proposal 3, the option of one year, two years or three years that receives the highest number of votes cast by shareholders (a “plurality”) will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. However, because this vote is advisory and not binding on the Board of Directors or Invesco, the Board may decide that it is in the best interests of our shareholders and Invesco to hold an advisory vote on executive compensation more or less frequently than the choice approved by a plurality of our shareholders.   Bermuda law and our Bye-Laws do not recognize a voting standard lower than a “majority of the votes cast.” However, since in Proposal 3 we are asking shareholders to select from four (4) different alternatives (one year, two years, three years or abstain), it is possible that none of these alternatives will receive such a majority. Therefore, we are asking shareholders to approve the plurality standard as part of your vote on the frequency of future advisory votes on executive compensation.
How will voting on any other business be conducted?	Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual General Meeting, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the persons named as proxies will vote on the matter in their discretion.
What happens if the Annual General Meeting is adjourned or postponed?	Your proxy will still be effective and will be voted at the rescheduled Annual General Meeting. You will still be able to change or revoke your proxy until it is voted.
Who will count the votes?	A representative of The Bank of New York Mellon, our transfer agent, will act as the inspector of election and will tabulate the votes.
How can I find the results of the Annual General Meeting?	Preliminary results will be announced at the Annual General Meeting. Final results will be published in a Current Report on Form 8-K that we will file with the SEC within four (4) business days after the Annual General Meeting.
Who is paying for the costs of this proxy solicitation?	We will bear the expense of soliciting proxies. We have retained Innisfree M&A Incorporated to solicit proxies for a fee of approximately $15,000 plus a reasonable amount to cover expenses. Proxies may also be solicited in person, by telephone or electronically by Invesco personnel who will not receive additional compensation for such solicitation. Copies of proxy materials and our Annual Report will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.

 

 

Nominees for re-election to the Board of Directors for a three year term expiring in 2014

 

Directors Continuing in Office — Terms Expiring in 2012

 

 

 

 

Directors Continuing in Office — Terms Expiring in 2013

 

 

 

 

 

 

 

 

 

o

A working group comprised of representatives from our risk management, human resources, and legal departments was established to review the potential risks associated with Invesco’s compensation policies and practices. The group first created a framework for the risk assessment that incorporated certain focus areas (e.g., performance measures, measurement period, etc.) that we had identified through internal and external sources.

o

Members of the group then reviewed each of Invesco’s compensation plans (formulaic bonus payment plans for investment professionals, equity-based plans, and sales commission plans), applying the established framework. Each item was assessed and classified as “low risk potential,” “medium risk potential” or “high risk potential.”

o	After reviewing each item and the cumulative assessment for each plan, the working group determined to recommend to Invesco’s Compensation Committee its conclusion that none of our compensation policies or practices were reasonably likely to have a material adverse effect on the Company.

o	These results were summarized and presented to the Compensation Committee, which in turn recommended this finding to the Board.

o	The Board reviewed the recommendation of the Compensation Committee and concluded that none of Invesco’s compensation policies or practices were reasonably likely to have a material adverse effect on the Company.

	Audit	Compensation	Nomination and Corporate Governance
Rex D. Adams	-	M	C
Sir John Banham	M	C	M
Joseph R. Canion	-	-	M
Martin L. Flanagan	-	-	-
Ben F. Johnson, III	M	M	M
Denis Kessler	M	M	M
Edward P. Lawrence	M	M	M
J. Thomas Presby	C	-	M
James I. Robertson	-	-	-
Phoebe A. Wood	M	M	M

·	is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules and is also “financially literate,” as defined under NYSE rules,

·	members are appointed and removed by the Board,

·	is required to meet at least quarterly,

·	periodically meets with the head of Internal Audit and the independent auditor in separate executive sessions without members of senior management present,

·	has the authority to retain independent advisors, at the company’s expense, wherever it deems appropriate to fulfill its duties, and

·	reports to the Board regularly.

·	assisting the Board in fulfilling its responsibility to oversee the company’s financial reporting, auditing and internal control activities, including the integrity of the company’s financial statements,

·	compliance with legal and regulatory requirements,

·	evaluating the independent auditor’s qualifications and independence and the performance of the company’s internal audit function and independent auditor,

·	making recommendations to the shareholders regarding the appointment of the independent auditor and for pre-approval of its engagement to provide any audit or permitted non-audit services under agreed policies and procedures,

·	establishing hiring policies for current or former employees of its independent auditor,

·	annually reviewing the independent auditor’s report and evaluating its qualifications, performance and independence,

·	monitoring and reviewing the effectiveness of the company’s internal audit function,

·

reviewing and discussing with management and the independent auditor (i) the company’s audited financial statements and related disclosures, (ii) its earnings press releases and periodic filings, (iii) its critical accounting policies, (iv) the quality and adequacy of its internal controls over financial reporting, disclosure controls and procedures, and accounting procedures, and (v) any audit problems or difficulties,

·	assisting the Board in overseeing the company’s legal and regulatory compliance, and

·	preparing the annual report of the Audit Committee presented in the company’s proxy statement.

 

 

 

 

·	is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules,

·	members are appointed and removed by the Board,

·	is required to meet at least quarterly, and

·	has the authority to retain independent advisors, at the company’s expense, wherever it deems appropriate to fulfill its duties, including any compensation consulting firm.

·	annually overseeing the establishment of goals and objectives related to the chief executive officer’s compensation, evaluating the performance of the chief executive officer and determining the amount of his compensation,

·	reviewing and making recommendations to the Board concerning the company’s overall compensation philosophy,

·	annually approving the compensation structure for, and reviewing and approving the compensation of, senior officers, and overseeing the annual process for evaluating their performance,

·	overseeing the administration of the company’s equity-based and other incentive compensation plans,

·	assisting the Board with executive succession planning,

·	determining the compensation, including deferred compensation arrangements, for the company’s non-executive directors,

·	preparing the annual report on executive officer compensation for the company’s proxy statement,

·	reviewing and discussing with management the proposed Compensation Discussion and Analysis disclosure, and

·	determining whether to recommend the Compensation Discussion and Analysis disclosure to the Board for inclusion in the company’s proxy statement.

•

that the compensation should fairly pay the directors for the work, time commitment and efforts required by directors of an organization of the company’s size and scope of business activities, including service on Board committees;

•

that a component of the compensation should be designed to align the directors’ interests with the long-term interests of the company’s shareholders; and

•

that directors’ independence may be compromised or impaired for Board or committee purposes if director compensation exceeds customary levels.

 

 

 

 

·	is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules,

·	members are appointed and removed by the Board,

·	is required to meet at least quarterly, and

·	has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties.

·

establishing a policy setting forth the specific, minimum qualifications that the committee believes must be met by a nominee recommended for a position on the Board, and describing any specific qualities or skills that the committee believes are necessary for one or more of the directors to possess. Such qualifications include the requirements under NYSE and SEC rules, as well as consideration of the individual skills, experience and perspectives that will help create an effective Board,

·

establishing procedures for identifying and evaluating potential nominees for director and for recommending to the Board potential nominees for election. Candidates for election to the Board are considered in light of their background and experience using the extensive personal knowledge of current directors or through the recommendations of various advisors to the company, and

·	periodically reviewing and reassessing the adequacy of the Guidelines to determine whether any changes are appropriate and recommending any such changes to the Board for its approval.

•

a high degree of personal and professional integrity;

•

the ability to exercise sound business judgment on a broad range of issues;

•

sufficient experience and professional or educational background to have an appreciation of the significant issues facing public companies that are comparable to the company;

 

 

 

 

 

 

•

a willingness to devote the necessary time to Board duties, including preparing for and attending meetings of the Board and its committees; and

•

being prepared to represent the best interests of the company and its shareholders and being committed to enhancing shareholder value generally.

·	Basic Fee — Non-executive directors (other than the Chairman of the Board) receive an annual basic fee in the amount of $120,000.

·	Chairman Fee — In lieu of the above, the Chairman of the Board receives an annual fee of $400,000.

·	Audit Committee Chairman — The chairman of the Audit Committee receives an additional annual fee of $50,000.

·	Compensation and Nomination and Corporate Governance Committee Chairmen — The chairman of the Compensation Committee and the chairman of the Nomination and Corporate Governance Committee each receive an additional annual fee of $15,000.

Name		Fees Earned or Paid in Cash ($)(1)				Share Awards ($)(2)				Total ($)
Rex D. Adams			415,000				88,713				503,713
Sir John Banham			135,000				88,713				223,713
Joseph R. Canion			120,000				88,713				208,713
Ben F. Johnson, III			120,000				88,713				208,713
Denis Kessler			120,000				88,713				208,713
Edward P. Lawrence			120,000				88,713				208,713
J. Thomas Presby			163,750				88,713				252,463
Phoebe A. Wood (3)			90,000				71,227				161,227

(1)	Includes the annual basic fee and, as applicable, Chairman of the Board fee and committee chairman fees.
(2)	Reflects the grant date fair value for each share award.  Share awards are 100% vested as of the date of grant.
(3)	Ms. Wood became a director effective January 1, 2010; she was therefore not eligible to receive the directors fees paid in the first quarter of 2010 with respect to board service for the fourth quarter of 2009.

Name		Date of Grant 1/29/10 ($)				Date of Grant 4/29/10 ($)				Date of Grant 7/28/10 ($)				Date of Grant 10/26/10 ($)				Total Grant Date Fair Value ($)
Rex D. Adams			17,486				23,731				23,750				23,746				88,713
Sir John Banham			17,486				23,731				23,750				23,746				88,713
Joseph R. Canion			17,486				23,731				23,750				23,746				88,713
Ben F. Johnson, III			17,486				23,731				23,750				23,746				88,713
Denis Kessler			17,486				23,731				23,750				23,746				88,713
Edward P. Lawrence			17,486				23,731				23,750				23,746				88,713
J. Thomas Presby			17,486				23,731				23,750				23,746				88,713
Phoebe A. Wood (1)			-				23,731				23,750				23,746				71,227

Name	Shares Outstanding	Deferred Shares Outstanding	Total Share Awards Outstanding
Rex D. Adams	18,239		18,239
Sir John Banham	18,171		18,171
Joseph R. Canion	18,171	5,925 (1)	24,096
Ben F. Johnson, III	7,074		7,074
Denis Kessler	18,218		18,218
Edward P. Lawrence	18,171		18,171
J. Thomas Presby	15,294		15,294
Phoebe A. Wood	3,293		3,293

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percent of Class
Viking Global Performance LLC, 55 Railroad Avenue, Greenwich, CT 06830	35,571,574 (2)	7.7%
Wellington Management Company, LLP, 280 Congress Street, Boston, MA 02210	28,300,501(3)	6.12%
T. Rowe Price Associates, Inc., 100 E. Pratt Street, Baltimore, MD 21202	23,324,446 (4)	5.0%

(1)	Except as described otherwise in the footnotes to this table, each beneficial owner in the table has sole voting and investment power with regard to the shares beneficially owned by such owner.
(2)	On February 11, 2011, Viking Global Performance LLC and various of its affiliates (collectively, “Viking”) filed a Schedule 13G/A with the SEC indicating that they shared voting power with respect to 35,571,574 common shares, and shared investment power with respect to 35,571,574  common shares, of Invesco.
(3)	On February 14, 2011, Wellington Management Company, LLP, on behalf of itself and certain of its affiliates (collectively, “Wellington”) filed a Schedule 13G with the SEC indicating that Wellington had shared voting power with respect to 18,729,775 common shares of Invesco and shared investment power with respect to 28,300,501 common shares of Invesco, which shares are held of record in trust accounts for the economic benefit of the beneficiaries of those accounts.
(4)	On February 10, 2011, T. Rowe Price Associates, Inc., on behalf of itself and certain of its affiliates (collectively, “T. Rowe Price”) filed a Schedule 13G/A with the SEC indicating that T. Rowe Price had sole voting power with respect to 6,320,621 common shares of Invesco and sole investment power with respect to 23,324,446 common shares of Invesco, which shares are held of record in trust accounts for the economic benefit of the beneficiaries of those accounts.

 

 

 

 

	Common Shares Beneficially Owned
Name	Owned Shares	Share Options	Deferred Share Awards (1)	Total
Rex D. Adams	50,432	-	-	50,432
Sir John Banham	21,921	-	-	21,921
Joseph R. Canion	19,171	-	5,925	25,096
Martin L. Flanagan (2)	3,287,118	-	-	3,287,118
Ben F. Johnson, III	7,074	-	-	7,074
Denis Kessler	19,318	-	-	19,318
Edward P. Lawrence	18,171	-	-	18,171
J. Thomas Presby (3)	15,294	-	-	15,294
James I. Robertson (4)	616,409	125,000	377,013	1,118,422
Phoebe A. Wood (5)	3,357	-	-	3,357
G. Mark Armour	168,599	-	332,706	501,305
Loren M. Starr	381,514	-	-	381,514
Philip A. Taylor	241,435	44,700	324,301	610,436
All Directors and Executive Officers as a Group (16 persons)	5,558,097	407,475	1,326,479	7,292,051

(1)

For Mr. Canion, represents deferred shares awarded under our legacy Deferred Fees Share Plan.  For the named executive officers, represents Deferred Share Awards under the Global Stock Plan or Restricted Stock Units under the 2008 Global Equity Incentive Plan, as applicable.   None of the shares subject to such awards may be voted or transferred by the participant.

(2)	For Mr. Flanagan, includes 2,451,178 shares held in trust and 400 shares held by Mr. Flanagan’s spouse. The total also includes 8 shares held by Mr. Flanagan’s son, as to which Mr. Flanagan has disclaimed beneficial ownership.

(3)	For Mr. Presby, includes 13,701 shares held in trust via a defined benefit account.  Mr. Presby has sole voting and investment power with respect to these shares.

(4)	For Mr. Robertson, includes 7,259 shares held in the Invesco ESOP.

(5)	Ms. Wood has shared voting and investment power with respect to 64 shares.

 
 

Name	Position
Martin L. Flanagan	President and Chief Executive Officer
Loren M. Starr	Senior Managing Director and Chief Financial Officer
G. Mark Armour	Senior Managing Director and Head of Institutional
James I. Robertson	Senior Managing Director and Head of UK and Continental Europe
Philip A. Taylor	Senior Managing Director and Head of North American Retail

·	The company achieved significant improvements during 2010 in key measures of its financial performance. During the year:

o

our assets under management (“AUM”) increased by 34.2% to $616.5 billion as of December 31, 2010, which included an increase of $114.6 billion (at June 1, 2010, the date of closing) resulting from our successful acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments;

o	our net revenues increased by 31.1%;

o	our adjusted operating margin increased by six (6) percentage points;

o	our adjusted earnings per share (“EPS”) rose by 55.1%; and

o	our pre-cash bonus operating income (“PCBOI”) increased by 52.4%.

·

Our chief executive officer’s total annual compensation for 2010 (i.e., salary, cash bonus, stock deferral award and long-term equity award attributable to 2010 but granted in February 2011) increased by 31% from the prior year, consistent with the above improvements in the company’s financial performance and the achievement of numerous strategic objectives in implementing the company’s long-term strategy. The committee determined that this increase was appropriate, particularly in light of the reductions in our chief executive officer’s compensation for 2008 and 2009 that were driven by declines in our financial performance caused by global securities market challenges.

·	Total annual compensation for our other named executive officers similarly increased from the prior year by approximately 13%, in line with the notable improvements in the key measures of the company’s performance detailed above.

·

Consistent with the pay-for-performance philosophy that we have applied consistently over the years, we continued to align our named executive officers’ compensation to our progress against our strategic objectives and our financial performance for 2010. The following chart depicts the strong correlation between the various measures of financial performance of the company considered by the committee and the aggregate amounts of cash bonuses awarded to our named executive officers over the past four years:

 

 

 

 

 

 

 

 

                                                                                              2007                      2008                  2009                    2010

 

·	We continued to refine our executive compensation structure and process consistent with evolving governance practices by:

o	eliminating the excise tax “gross up” previously provided to our chief executive officer in his employment contract;

o	instituting share ownership guidelines, described in detail elsewhere herein, applying to our directors and executive officers; and

o	providing for the application of a “clawback” policy in our proposed new equity plan that will be consistent with expected SEC rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”).

·	We continued our commitment to good governance practices in executive compensation by, among other things:

o	maintaining the requirement of “double triggers” on the vesting of equity awards in the event of a change in control;

o	maintaining our insider trading policy that generally prohibits short selling, dealing in publicly-traded options, and hedging or monetization transactions in our common shares;

o	providing only a limited set of perquisites;

o	including in our equity incentive plans certain provisions prohibiting option re-pricing absent approval of our shareholders;

o	continuing our practice of not granting “re-load” options and including in our proposed new equity plan a provision specifically prohibiting this practice; and

o

including in our proposed new equity plan a provision generally prohibiting the payment of dividend equivalents on unvested restricted shares that are intended to be qualified performance-based compensation under Section 162(m) of the Internal Revenue Code unless and until the committee has certified that the applicable performance goals for such award have been met.

 

 

 

 

 

·

We continued to evaluate our compensation policies and practices for all employees with respect to potential risks posed to our business. Following the evaluation described in the section entitled “Corporate Governance – Board’s Role in Risk Oversight,” the Board once again concluded that Invesco’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

·

We are requesting shareholder approval for, and the Board has unanimously recommended, the adoption of a new equity plan, the 2011 Global Equity Incentive Plan (“2011 GEIP”).  The terms of the 2011 GEIP are consistent with the best practices outlined above and contemplate the issuance over time of awards covering up to 28 million common shares of the company.  The 2011 GEIP is being proposed in view of the planned depletion of shares available for employee and non-executive director equity awards under our 2008 Global Equity Incentive Plan (“2008 GEIP”). The proposal is described in detail below under the caption “Proposal No. 4.” As noted in the discussion of Proposal No. 4, if our shareholders do not approve the 2011 GEIP, we will lose a critical tool for recruiting, retaining and motivating our employees and directors, and we would thus be placed at a competitive disadvantage in attracting and retaining key talent. (The 2008 GEIP or the 2011 GEIP, as applicable, are sometimes hereinafter referred to individually as the “Global Equity Incentive Plan.”)

•

achieve strong investment performance over the long term for our clients;

•

deliver our investment capabilities anywhere in the world to meet our clients’ needs;

•

harness the power of our global operating platform by continuously improving our processes and procedures and further integrating the support structures of our business globally; and

•

perpetuate a high-performance organization by driving greater transparency, accountability and execution at all levels.

 

 

 

 

 

·	align individual incentive awards with client and shareholder success;

·	provide competitive, performance-driven compensation that is tied to strategic and financial results;

·	closely link rewards to strategic and financial results at every level of our enterprise;

·	reinforce a meritocracy by differentially rewarding high performers; and

·	recognize and retain top talent by ensuring an appropriate mix of cash and deferred equity compensation.

·	reviewing and making recommendations to the Board about the company’s overall compensation philosophy;

·	approving annual compensation pools;

·	evaluating the performance of, and setting the compensation for, the chief executive officer;

·	reviewing and overseeing management’s annual process for evaluating the performance of, and approving the compensation for, all other executive officers, including the other named executive officers; and

·	overseeing the administration of the company’s compensation programs.

 

·	attends certain meetings of the committee and periodically meets with the committee without members of management present;

·	assists the committee throughout the year in its analysis and evaluation of our overall executive compensation programs;

·	assists the committee in its review of compensation paid to our directors and executive officers, including our named executive officers;

·	provides the committee with certain market data and analysis that compares executive compensation paid by the company with that paid by other firms in the financial services industry and certain investment management firms which we consider generally comparable to us (our “peer group”);

·	estimates pay levels of comparable positions at our peer group (using data provided by Invesco regarding job titles and responsibilities of our executive officers);

·	utilizes data inputs regarding market conditions, market impressions and compensation trends; and

·	applies its qualitative judgment to the data from these disparate sources and provides market consensus information to the committee, accompanied by oral commentary.

 

 

 

 

 

 

 

·

Employment Agreement of our Chief Executive Officer - Our chief executive officer has an employment agreement with the company that was amended and restated as of January 1, 2011. Under the amended and restated employment agreement, Mr. Flanagan continues to be employed as president and chief executive officer of the company.  The agreement terminates upon the earlier of December 31, 2025 (the year in which Mr. Flanagan reaches age 65) or the occurrence of certain events, including death, disability, termination by the company for “cause” or termination by Mr. Flanagan for “good reason.”

·	an annual base salary of $790,000;

·	the opportunity to receive an annual cash bonus award based on the achievement of performance criteria;

·	the opportunity to receive share awards based on the achievement of performance criteria;

·	eligibility to participate in incentive, savings and retirement plans, deferred compensation programs, benefit plans, fringe benefits and perquisites, and paid vacation, all as provided generally to other U.S.-based senior executives of the company;

·	a non-solicitation of employees or customers provision of a six-month duration following termination of employment;

·	for the elimination of the excise tax “gross up” required under his previous employment contract;

·	for a reduction in post-employment compensation compared with his previous employment contract from three times base and bonus to one times the sum of base, bonus and share awards, subject to certain agreed minimums described below; and

·	certain stipulations regarding termination of employment that are described below under the caption “Potential Payments Upon Termination or Change in Control for 2010.”

·	Post-employment Compensation -

·	his then-effective base salary through the date of termination;

·	a prorated portion of the greater of $4,750,000 or his most recent annual cash bonus;

·	immediate vesting and exercisability of all outstanding share-based awards;

·	any compensation previously deferred (unless a later payout date is stipulated in his deferral arrangements);

·

a cash severance payment generally equal to the sum of (i) his base salary, (ii) the greater of $4,750,000 or his most recent annual cash bonus, and (iii) his most recently made annual equity grant (unless the value thereof is less than 50% of the previously-made grant, in which case the value of the previously-made grant will be used);

·	continuation of medical benefits for him, his spouse and his covered dependents for a period of up to 36 months following termination; and

·	any accrued vacation;

·	any other vested amounts or benefits under any other plan or program.

·	certain diminutions of position, authority, duties or responsibilities;

·	reduction in base salary, as adjusted from time to time, or the failure to be eligible for annual cash bonuses and equity awards;

·	involuntary geographic relocation;

·	any failure of the Board to renominate Mr. Flanagan for election to the Board during the employment period; and

·	any failure of a successor entity to expressly assume the obligations of the company under the agreement.

·

Change-in-Control Arrangements – Generally, all participants who hold equity awards under our Global Equity Incentive Plan or legacy Global Stock Plan, including our named executive officers, are eligible, under certain circumstances, for accelerated vesting in the event of a change of control of the company that is followed by involuntary termination of employment other than for cause or by voluntary termination for “good reason.”

·	prior-year compensation levels in light of the company’s 2009 PCBOI;

·	projected maximum award levels based on the company’s estimated 2010 PCBOI;

·	market data for industry comparative compensation levels; and

·	comparisons for job roles and levels of responsibility.

·

Achieving strong investment performance over the long term for our clients – A continued focus on delivering investment excellence has resulted in significantly improved long-term investment performance that remains at its highest levels in more than five years.  Invesco maintains a strong investment culture by ensuring that portfolio managers have access to the best investment tools and research resources, encouraging portfolio managers to further align with investors by investing in their own funds and providing strong investment oversight and risk control.  These efforts improve our ability to consistently deliver strong, long-term performance to clients and ensure investment performance that is aligned with client expectations.

 

 

 

 

 

·

Delivering the company’s investment capabilities anywhere in the world to meet our clients’ needs – In addition to increasing the depth of our investment capabilities, the acquisition also expanded the vehicles used to deliver these capabilities.  The addition of closed-end funds and unit investment trusts (“UITs”) expanded our suite of investment vehicles in the U.S. market and now enables Invesco to deliver the unique strengths of our investment solutions in a full range of client options.  The addition of Concord Capital Ltd. and the Asia real estate asset management business of AIG Global Real Estate Investment Corp. enhanced our credibility and our presence in Australia and accelerated our growth into the attractive Asia-Pacific real estate market, respectively.

·

Harnessing the power of our global operating platform by continuously improving our processes and procedures and further integrating the support structures of our business globally – Invesco was able to add the businesses acquired in 2010 to its global operating platform with minimal transition issues for our clients.  As Invesco’s business grows, operations support centers in Canada and India continue to expand, which enables the firm to lower costs through greater effectiveness and efficiency.

·

Perpetuating a high-performance organizationby driving greater transparency, accountability and execution at all levels – We ranked #1 for retail AUM in the U.K.  We strengthened our relationships with leading financial institutions in U.S. retail channels, with 70% of our U.S. retail AUM having been distributed through one of the top 20 firms.  Standard & Poor’s raised the firm’s enterprise risk management rating from “adequate” to “strong,” making Invesco one of only four investment managers with a “strong” rating.  Our credit ratings from Moody’s and Standard & Poors improved to A3/Stable and A-/Stable, respectively. In addition,  Invesco Mortgage Capital (NYSE: IVR), a mortgage REIT launched in July 2009 and managed by Invesco Institutional, had four follow-on common stock offerings in 2010, raising approximately $870 million.

 

 

 

 

 

                                                                                                2007                   2008                    2009                2010

 

 

 

·

Achieving strong investment performance – Mr. Flanagan oversaw the company’s significantly improved long-term investment performance, which remains at its highest levels in more than five years.  Mr. Flanagan also strengthened the company’s investment culture by ensuring that our portfolio managers had access to the best investment tools and were aligned with investors by investing in their own funds.

·

Delivering the company’s investment capabilities anywhere in the world to meet client needs – Mr. Flanagan also guided the company to successful completion of several strategic transactions, including the above-described Morgan Stanley/Van Kampen transaction.  Other acquisitions in Asia and Australia enhanced the company’s credibility and presence in those markets.

·

Harnessing the power of our global operating platform – Under Mr. Flanagan’s leadership, each of the above businesses was added to Invesco’s global operating platform with minimal transition issues for clients.  Mr. Flanagan also oversaw the continued expansion of our operations support centers in Canada and India, which enable the company to increase efficiency by lowering costs.

·

Perpetuating a high-performance organization – In 2010, under Mr. Flanagan's leadership, Invesco achieved significant strategic and financial milestones, with net revenues increasing by 31.1%, adjusted operating margin increasing by six (6) percentage points, and adjusted earnings per share up by 55.1%. In addition to completing three strategic acquisitions that strengthened the company's product line and sales capability, the company maintained its high investment performance, with 68% of assets in the top half of peer rankings. Our U.K. team continued its strong performance, maintaining a #1 ranking for retail AUM in the U.K.  The U.S. retail business strengthened its relationships with leading financial institutions, with 70% of our U.S. retail AUM having been distributed through one of the top 20 firms.  Standard & Poor’s raised the company’s enterprise risk management rating from “adequate” to “strong,” making Invesco one of only four asset managers with such a rating. The company further achieved an improvement in our credit ratings from Moody’s and Standard & Poors to A3/Stable and A-/Stable, respectively.

·	Business development strategy – Mr. Starr oversaw a seamless integration process in connection with various acquired businesses, including the acquisition.

·

Financial management and disclosure improvements – In order to prevent investor confusion resulting from the distorting effects of certain accounting rule changes, Mr. Starr successfully introduced the company’s new presentation of results utilizing non-GAAP financial measures. Mr. Starr also improved the general alignment of financial and management reporting within Invesco and created a new internal framework that will allow the company to generate a more transparent measurement of business profitability. Further, Mr. Starr implemented significant improvements to our 2011 financial planning process and established procedures for the UIT business.

 

 

 

 

 

·	Expense management – Mr. Starr helped the company achieve greater cost synergies than expected and was successful in reducing the amount of required seed capital and regulatory capital.

·

Improved financial strength – Mr. Starr oversaw an initiative that resulted in the company achieving an improvement in the credit ratings for our publicly traded debt, with Moody’s and Standard & Poors rating the company at A3/Stable and A-/Stable, respectively. Additionally, under Mr. Starr’s leadership, Invesco established a new $1.25 billion senior credit facility with its bank lending syndicate and achieved significant run-rate tax savings.

·	Maintained investment performance – Mr. Armour maintained investment performance within Invesco Institutional at a high level, resulting in positive flows for our Real Estate and Stable Value investment products.

·

Development of significant investment products – Mr. Armour oversaw Invesco’s successful participation in the U.S. Treasury’s Public-Private Investment Program, the launch of various private equity funds and continued capital raising offerings by Invesco Mortgage Capital,  as well as further progress in discipline and consistency of strategy by the Invesco Product Committee.

·

Strengthened sales infrastructure – Mr. Armour also effected key hiring decisions in sales, made further progress on numerous initiatives to improve relationships with consultants of our institutional clients, and increased the coordination and focus of our institutional channel and its establishment of goals and targets.

·	Record financial performance - Mr. Robertson oversaw very strong performance from the Invesco Perpetual channel, which achieved its highest revenue, AUM (approximately £57 billion) and profitability on record.

·	Retention / hiring of key business leaders – Mr. Robertson successfully led initiatives to retain key business leaders in the UK and continental Europe for future periods and to hire significant new talent at senior levels.

·	European strategy and relationships – Mr. Robertson strategically focused on the continental European market, launching a cross-company effort to build brand awareness and to increase revenues.

·	People development – Mr. Robertson also made significant progress in the development and mentoring of rising business leaders, including investment professionals.

·	Acquired business integration – Mr. Taylor successfully and rapidly integrated the investment teams, sales personnel, products and marketing from the acquisition into Invesco, both operationally and culturally.

·	Alignment of sales personnel compensation – Mr. Taylor reworked our U.S. sales compensation plans and arrangements and our U.S. sales leadership in order to strengthen our team coordination and focus.

·	Achieved improved Morningstar grading – Mr. Taylor demonstrated to fund rating agency Morningstar that Invesco is a good steward of our investors’ capital, resulting in improved grading by Morningstar.

·	Oversaw successful brand transition – Mr. Taylor successfully implemented our branding strategy to transition to the Invesco brand from the “AIM” naming convention for our U.S. investment funds.

·	Effected improvements in Invesco Trimark and Invesco Powershares products and leadership – Mr. Taylor successfully initiated action plans with regard to improvement in product lines and leadership in these areas of our business.

 

 

 

 

 

 

 

 

·	Marketing strategy – Mr. Taylor initiated and chaired a global marketing summit that was designed to further align Invesco’s marketing initiatives to increase recognition for the firm around the world.

 

 

 

 

 

 

 

 

 
 

 

Name and Principal Position	Year		Salary ($) (1)				Share Awards ($) (2)				Non-Equity Incentive Plan Compensation (3)				All Other Compensation ($) (4)				Total ($)
Martin L. Flanagan	2010			790,000				6,508,494				3,750,000				459,908				11,508,402
President and Chief Executive Officer	2009			790,000				3,954,997				2,558,000				461,224				7,764,211
	2008			790,000				4,749,952				3,655,000				1,336,817				10,531,769
Loren M. Starr	2010			450,000				1,685,992				945,000				101,180				3,182,172
Senior Managing Director and Chief	2009			450,000				1,129,993				650,000				93,384				2,323,377
Financial Officer	2008			450,000				1,349,960				924,000				161,311				2,885,271
G. Mark Armour	2010			400,000				2,919,988				1,400,000				292,010				5,011,998
Senior Managing Director and Head       of Invesco Institutional	2009			400,000				2,799,996				1,085,000				266,435				4,551,431
	2008			400,000				3,449,987				1,550,000				114,346				5,514,333
James I. Robertson (*)	2010			540,280				2,759,543				1,400,000				579,663				5,279,486
Senior Managing Director and Head     of UK and Continental Europe	2009			549,237				3,599,993				1,010,620				312,896				5,472,746
	2008			-				-				-				-				-
Philip A. Taylor	2010			616,374				4,169,958				2,030,000				359,404				7,175,737
Senior Managing Director and      head of  North American Retail	2009			562,863				1,699,984				1,444,138				320,035				4,027,019
	2008			600,482				1,949,987				2,200,000				293,136				5,043,605

(1)	For each of the named executive officers, includes salary that was eligible for deferral, at the election of the named executive officer, under our 401(k) plan or similar plan in the named executive officer’s country.  For Messrs. Robertson and Taylor, base salary is converted to U.S. dollars using an average annual exchange rate.
(2)	For stock awards granted in 2010, reflects time-based awards that generally vest in four equal annual installments on each anniversary of the date of grant.   Grant date fair values were calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 “Compensation – Stock Compensation.” The grant date fair value was calculated by multiplying the number of shares granted by the closing price of the company’s common shares on the date of grant.   The amounts disclosed do not reflect the value actually realized by the named executive officers. For additional information, please see Note 12 – “Share-Based Compensation” to the financial statements in our Annual Report on Form 10-K, filed with the SEC on February 25, 2011.
(3)	Reflects annual cash bonus award earned for fiscal year by the named executive officers under the Executive Incentive Bonus Plan and paid in February of the following year.
(4)	The next following table reflects the items that are included in the All Other Compensation column for 2010.

Name		Dividends Paid on Unvested Stock Awards ($) (a)				Insurance Premiums ($)				Company Contribu- tions to Retire-ment and 401(k) Plans  ($) (b)				Option Cost ($) (c)				Tax Gross Ups  ($) (d)				Tax Consulta-tion ($)				Perquisites ($) (e)				Total All Other Compen-sation  ($)
Martin L. Flanagan			279,973				3,962				21,075				-				-				-				154,898				459,908
Loren M. Starr			76,401				3,704				21,075				-				-				-				-				101,180
G. Mark Armour			176,784				7,429				6,375				-				42,925				-				58,497				292,010
James I. Robertson			171,368				2,534				27,014				-				-				75,441				303,306				579,663
Philip A. Taylor			139,961				9,183				13,042				134,800				-				11,024				51,394				359,404

(a)	Dividends and dividend equivalents are paid on unvested awards at the same rate as on our other shares.
(b)	Amounts of matching contributions paid by the company to our retirement plans are calculated on the same basis for all plan participants, including the named executive officers.
(c)	Reflects the incurred cost to the company of paying the exercise price of a share option under the terms of the option agreement for the named executive officer.
(d)	With respect to Mr. Armour, represents gross-up on costs in connection with corporate housing payments and travel expenses for Mr. Armour and his family.
(e)	Perquisites include the following:   With respect to Mr. Flanagan, includes $154,459 for his personal use of company-provided aircraft.  The company pays certain hourly, monthly and annual fees for its use of a fractionally-owned airplane. The company also leases an airplane for which it pays direct operating expenses, and monthly lease payments and management fees. We calculate the aggregate incremental cost to the company for personal use based on the average variable costs of operating the airplanes. Variable costs include fuel, repairs, travel expenses for the flight crews, and other miscellaneous expenses. This methodology excludes fixed costs that do not change based on usage, such as depreciation, maintenance, taxes and insurance.   With respect to all named executive officers other than Mr. Starr, also includes fees paid by the company for the officer’s and (other than with respect to Mr. Robertson) his spouse’s recreational activities in conjunction with a company-sponsored off-site business meeting.   With respect to Mr. Armour, includes (i) $55,000 for Mr. Armour’s corporate housing in connection with his work in Atlanta, Georgia, consisting of rental payments; and (ii) travel costs for Mr. Armour and his family to and from their home in Australia.   With respect to Mr. Robertson, includes (i) $109,962 for Mr. Robertson’s corporate housing in connection with his work in the UK, consisting of rental and utilities payments; (ii) $155,991 for tax equalization payments and tax counsel, consisting of professional fees, (iii) relocation expenses paid for by the company under its relocation program, and (iv) costs for Mr. Robertson’s and his family’s travel associated with the relocation.   With respect to Mr. Taylor, includes (i) $46,079 for Mr. Taylor’s corporate housing in connection with his work in Houston, Texas, consisting of rental and utilities payments; (ii) work-related parking costs; and (iii) costs paid by the company in connection with his spouse’s travel to a company-sponsored off-site business meeting.

 

 

 

 

Name	Grant Date	Vesting (1)		All Other Share Awards (#)				Closing Market Price on Date of Grant ($/Share)				Grant Date Fair Value of Share Awards ($) (2)
Martin L. Flanagan	02/26/2010	4-year ratable			332,066				19.60				6,508,494
Loren M. Starr	02/26/2010	4-year ratable			86,020				19.60				1,685,992
G. Mark Armour	02/26/2010	4-year ratable			148,979				19.60				2,919,988
James I. Robertson	02/26/2010	4-year ratable			140,793				19.60				2,759,543
Philip A. Taylor	02/26/2010	4-year ratable			189,794				19.60				3,719,962
Philip A. Taylor	02/26/2010	3-year ratable			22,959				19.60				449,996