Janus Henderson Group Global Remuneration Policy Statement

Exhibit 10.25

Global Remuneration Policy Statement (“GRPS")

Last Review Date: February 2024

Contents

1         Overview         1

1.1         Policy Statement         1

1.2         Key principles         1

1.3         Scope         6

1.4         Roles and Responsibilities         6

1.5         References         7

1.6         Review Schedule         8

1.7         Escalation Requirements         8

2         Definitions         8

Janus Henderson Group plc (the “Company”) operates a single Remuneration Policy which applies in its entirety to all entities and employees including the executives, unless local laws or regulations set more rigorous requirements for any aspect, in which case the higher standards apply.

The GRPS is in place to ensure remuneration aligns with evolving business strategy and changes in the markets in which we operate, is consistent with best practice, promotes sound and effective risk management and is compliant with applicable regulations.

A successful remuneration policy should be sufficiently flexible to take account of future changes in the Company’s business environment and remuneration practice and therefore the GRPS is subject to change from time to time. The policy is therefore reviewed on an annual basis.

Our remuneration practices aim to link pay with performance and drive long-term shareholder returns, while appropriately managing risk. In doing so, the Human Capital and Compensation Committee (HCCC or “the Committee”) and the Board recognize that our remuneration policies and practices must enable us to attract, motivate and retain exceptional people, while aligning their interests with those of our clients and shareholders.

The key drivers of our remuneration philosophy are:

The Company’s remuneration principles are reinforced through an appropriate balance of the following elements of remuneration:

The Company operates a maximum variable to fixed compensation ratio for Material Risk Takers under MIFIDPRU. For all other employees the Company does not operate ratios (maxima or minima) in regard to the mix of base pay and variable pay, opting instead for managing fixed and variable remuneration in line with market practice and by reference to each employee‘s role and individual performance.

Variable Incentive Awards

Profit Pool

The Company pays variable incentive remuneration for most employees from a pool funded by Company profit (“Profit Pool”). The Profit Pool funds employee variable incentive awards, as well as performance fee remuneration (where applicable). The pool has a specific Pre-Incentive Operating Income (“PIOI”) calculation and a corresponding funding percentage, effectively creating a ‘profit share’ arrangement between our employees and our shareholders.

PIOI is generally considered as operating income before the deduction of incentive remuneration and overhead. The indicative funding percentages are subject to oversight and approval by the Human Capital and Compensation Committee (HCCC). The HCCC retains the discretion to modify or terminate remuneration plans and programmes without prior notice.

Profit Pool funding level is directly linked to profit generated in the current year, reflecting the firm’s ability to pay and thereby strengthening its capital base. Adjustments to the Profit Pool are common based on business as usual and non-recurring events that impact profitability. Additionally, the Committee may apply its discretion and further adjust the profit pool (even to zero):

The ability to adjust the Profit Pool in this manner is designed to ensure alignment between variable compensation levels and broader company performance. The annual risk assessment considered by the HCCC addresses types of risk relevant to the firm and allows the HCCC to consider; if the firm’s compensation structure is adequately aligned to its risk and control environment, and whether further adjustments to the pool should be made. In this respect, the firm’s remuneration policy is also consistent with the integration of relevant sustainability risks.

Once the Profit Pool is calculated, allocations are cascaded to department leadership through a process initiated by the Chief Executive Officer (the “CEO”), in collaboration with members of the Executive Committee. During this allocation process, department performance and contribution toward Company results are taken into account, and consideration is given to financial and non-financial key performance indicators as determined for each department. This group may review relevant department level information gathered from the annual risk assessment, the review of material risk events, and any conduct or behaviour issues.

Employees receive variable incentive awards from the profit pool on a discretionary basis, based on the recommendations of line managers and in consideration of individual performance appraisals. Under the Company’s performance appraisal framework, employees;

In respect of individual incentive awards from the Profit Pool, employees are measured against;

This is a ‘guidance based’ approach with no specific rules constraining line manager discretion. Final decision-making and approval of individual awards is held by department leadership. The CEO and Global Head of Total Rewards review department outcomes, including a gender pay view, and provide oversight and direction as needed.

Profit Pool eligibility does not guarantee that variable incentives will be paid to an employee, and the payment of no variable incentive is a possibility should performance of the firm and/or the individual require this. Employees must be actively employed by Janus Henderson on the day that Profit Pool incentives are distributed in order to receive these awards.

Scorecard Approach

The HCCC uses a structured scorecard to measure performance of the CEO and his direct reports on the Executive Committee. The scorecard approach is designed to align senior executive remuneration with Company performance and reward them for achieving outcomes that maximise long-term value for clients and shareholders. The scorecard is based on the same factors used by the Company to evaluate business results. The performance categories, measures, and weightings are as follows:

At the end of each year, the HCCC uses the scorecard to evaluate senior executive performance relative to the specific performance measures established at the beginning of the year. Following this assessment, the Committee determines the total variable incentive award for these executives.

Deferral arrangements

Deferrals are a key driver of our remuneration philosophy as they create employee ownership and align the interests of our employees, our clients, and our shareholders over the long term. All employees are subject to the Company’s standard deferral arrangements which apply to variable incentive awards, excluding the monthly and quarterly commission arrangements described above. Deferral rates apply to awards that exceed a minimum threshold, rates of deferral increase for larger incentive awards, or as appropriate under the Alternative Investment Fund Managers Directive (AIFMD) or Undertakings for Collective Investment in Transferable Securities (UCITS) regulations. Deferred awards vest in three equal instalments over a 3-year period. Forfeiture provisions apply to employees who cease employment with the Company during the vesting period, other than in prescribed circumstances. Deferrals are awarded in JHG restricted stock and/or fund units.

Deferral arrangements are reviewed periodically to ensure they remain aligned with:

Malus and Clawback Arrangements

All deferred awards are subject to malus provisions. In addition, clawback provisions apply to all variable pay for identified Material Risk Takers and the most senior officers (“ExCo”) at the firm.

Performance Appraisals

The Company operates an annual performance appraisal process on a global basis. Line managers must undertake reviews of individual performance at least annually. In conjunction with department heads, Human Resources analyse and calibrate performance appraisal results and consider a number of outcomes, including but not limited to; the consistent application of ratings, the degree of performance differentiation, gender pay effects, and the alignment between pay and performance.

Additional Remuneration Policies and Practices

Anti-avoidance and anti-hedging

Per the Company’s Share Trading Policy, employees are prohibited 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.

Identified Material Risk Takers (MRT’s) are required to complete an annual attestation certifying that they;

Guaranteed bonus and buy out awards

The Company complies with the principles of the Financial Conduct Authority Remuneration Code(s) in relation to guaranteed bonuses in that guaranteed variable remuneration is only awarded to material risk takers or employees with AIFMD or UCITS responsibilities in cases where:

Buying out deferred bonuses is permitted subject to, as far as possible, the timing, delivery mechanism (i.e. shares or cash) and amounts paid out being set to match the former arrangements (quantum and vesting schedule) including, where relevant, applicable performance conditions associated with the forfeited awards.

Severance Pay

The Company does not have a set policy or criteria in making a determination of an award of severance pay. However, should it be deemed appropriate to make an award of severance pay (for example in a redundancy situation), the Company will take into account factors such as the individual’s contribution up until the point of termination (for example in an extended transition period or completion of a specific project), length of service and the circumstances regarding the termination. Any severance payments are not designed to reward poor performance or misconduct. 

This policy applies to all employees of Janus Henderson Group plc, its subsidiaries and affiliates.

Remuneration Governance Framework

Oversight, decision-making and management activities in relation to remuneration related matters are conducted through a number of governing bodies.

Human Capital and Compensation Committee of the JHG Board of Directors

The independent non-executive Directors of the Committee are responsible for;

Janus Henderson UK Holdings Limited Board

The Janus Henderson UK (Holdings) Limited (JHUKHL) Board reviews the application of remuneration related matters to the UK consolidated prudential group (Regulatory Group). The Remuneration matters the JHUKHL Board are responsible for are as follows:

The JHUKHL Board delegates authority to the Regulatory Group Remuneration Committee to assist it with its oversight of the above matters.

Janus Henderson Investors Europe S.A.

The Janus Henderson Investors Europe S.A (JHIESA) Board reviews the application of remuneration related matters to JHIESA. The Remuneration matters the JHIESA Board are responsible for are as follows:

Remuneration Review Committee

The RRC includes the Global Head of Total Rewards, the CRO and the General Counsel. This group considers guidance and feedback from relevant department heads where appropriate and is responsible for;

Alternative Investment Fund Managers Directive (AIFMD)

Undertakings for Collective Investment in Transferable Securities (UCITS) regulations

Markets in Financial Instruments Directive (MiFID)

FCA MiFIDPRU Remuneration Code (SYSC 19G)

CSSF Commission Recommendation of 30 April 2009 on remuneration policies in the financial services sector (2009/384/EC)

The Global Remuneration Policy Statement is reviewed at least once a year and whenever changes in regulations require it. This review takes into consideration the risk profile(s) of individual funds, and the business as a whole, in order to grant employee remuneration that is in line with the risk profile of the funds we manage.

You should report any known or suspected violations of this policy to Risk and Compliance or senior management. You can also report violations via the incident management form within the governance, risk management and compliance system (GRC/BWise). If you feel uncomfortable using any of these avenues, you can also anonymously report violations to our independent hotline provider via the web at janushenderson.ethicspoint.com or telephone at ###-###-#### (US), 0808 ###-###-#### (UK), or AT&T Direct Access Code + 844 ###-###-#### (Other). Although the Company will not retaliate against anyone for making a good faith report, failure to report violations may lead to appropriate disciplinary action.