JONES LANG LASALLE INC, DEF 14A filed on 4/14/2023
Proxy Statement (definitive)
v3.23.1
Cover
12 Months Ended
Dec. 31, 2022
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name JONES LANG LASALLE INCORPORATED
Entity Central Index Key 0001037976
Amendment Flag false
v3.23.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (as defined in Item 402(v)) and performance.

Year

(a)

Summary

Compensation

Table (SCT)

Total

for CEO(2)

(b)

Compensation

Actually Paid

(CAP)

for CEO(2)

(c)

 

Avg. SCT Total

for Other

NEOs(3)

(d)

Avg. CAP to

Other NEOs(3)

(e)

 

Value of Initial Fixed $100

Investment Based on(1)

Net Income(5)

(h)

AIP Adjusted

EBITDA(6)

(i)

 

TSR

(f)

Peer Group

TSR(4)

(g)

2022

$12,055,766

$(7,762,831)

$4,314,685

$(4,756,923)

$91.54

$116.41

$655

$1,222

2021

$12,856,819

$33,148,609

 

$8,187,795

$16,619,834

 

$154.71

$168.68

$962

$1,432

2020

$8,282,033

$6,272,873

 

$4,981,037

$3,770,266

 

$85.23

$98.15

$403

$707

(1)

Pursuant to the rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.

(2)

The CEO for each of the fiscal years 2022, 2021, and 2020 is Mr. Ulbrich. For 2022 and 2021, our other NEOs include Ms. Brennan and Messrs. O’Brien, Lerner and Shah. For 2020, our other NEOs include Mses. Stephanie Plaines and Patricia Maxson and Messrs. O’Brien, Lerner, Shah, and Jeff Jacobson.

(3)

The following adjustments relating to equity awards were made to total compensation for each year to determine compensation actually paid:

 

Chief Executive Officer

 

Year

SCT Total for CEO

Minus: Grant Date

Fair Value of Equity

Awards Granted

During Applicable

Year

Plus: Year-End Fair

Value of Equity

Awards Granted

During Applicable

Year

Plus: Change in Fair

Value as of Year-End

of Any Prior-Year

Awards that Remain

Unvested as of

Year-End

 

Plus: Change in Fair

Value as of Vesting

Date of Any Prior-Year

Awards that Vested

During Applicable

Year

 

Compensation

Actually Paid

 

 

2022

$12,055,766

$9,741,059

$4,725,115

$(13,364,160)

$(1,438,493)

 

$(7,762,831)

 

 

2021

$12,856,819

$7,306,412

$13,489,870

$13,374,183

 

$734,149

 

$33,148,609

 

 

2020

$8,282,033

$4,906,575

$7,076,122

$(3,958,415)

 

$(220,293)

 

$6,272,873

 

 

1.

Amounts set forth in this table were computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

 


 

Other Named Executive Officers

 

Year

SCT Total

Minus: Grant Date

Fair Value of Equity

Awards Granted

During Applicable

Year

Plus: Year-End Fair

Value of Equity

Awards Granted

During Applicable

Year

Plus: Change in Fair

Value as of Year-End

of Any Prior-Year

Awards that Remain

Unvested as of

Year-End

Plus: Change in Fair

Value as of Vesting

Date of Any

Prior-Year Awards

that Vested During

Applicable Year

Compensation

Actually Paid

 

2022

$4,314,685

$2,771,149

$1,344,130

$(6,730,314)

($914,275)

$(4,756,923)

 

2021

$8,187,795

$4,616,761

$7,008,143

$5,637,019

$403,637

$16,619,834

 

2020

$4,981,037

$1,800,436

$1,794,360

$(970,025)

$(234,670)

$3,770,266

 

1.

Amounts set forth in this table were computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

 

(4)

Peer Group TSR represents the cumulative TSR of a customized group comprised of (1) CBRE Group Inc. (CBRE), a global commercial real estate services company publicly traded in the U.S., (2) Cushman & Wakefield plc (CWK), a global commercial real estate services company publicly traded in the U.S., (3) Colliers International Group Inc. (CIGI), a global commercial real estate services company, publicly traded in the U.S., and (4) Savills plc (SVS.L), a real estate services company publicly traded on the London Stock Exchange. The Peer Group TSR assumes the value of a $100 investment on December 31, 2019.

(5)

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(6)

The Company believes Adjusted EBITDA is the financial performance measure most closely linked to the calculation of compensation actually paid. AIP Adjusted EBITDA is defined on page 44.

   
Company Selected Measure Name AIP Adjusted EBITDA    
Named Executive Officers, Footnote [Text Block] The CEO for each of the fiscal years 2022, 2021, and 2020 is Mr. Ulbrich. For 2022 and 2021, our other NEOs include Ms. Brennan and Messrs. O’Brien, Lerner and Shah. For 2020, our other NEOs include Mses. Stephanie Plaines and Patricia Maxson and Messrs. O’Brien, Lerner, Shah, and Jeff Jacobson.    
Changed Peer Group, Footnote [Text Block] Peer Group TSR represents the cumulative TSR of a customized group comprised of (1) CBRE Group Inc. (CBRE), a global commercial real estate services company publicly traded in the U.S., (2) Cushman & Wakefield plc (CWK), a global commercial real estate services company publicly traded in the U.S., (3) Colliers International Group Inc. (CIGI), a global commercial real estate services company, publicly traded in the U.S., and (4) Savills plc (SVS.L), a real estate services company publicly traded on the London Stock Exchange. The Peer Group TSR assumes the value of a $100 investment on December 31, 2019.    
PEO Total Compensation Amount [1] $ 12,055,766 $ 12,856,819 $ 8,282,033
PEO Actually Paid Compensation Amount [1] $ (7,762,831) 33,148,609 6,272,873
Adjustment To PEO Compensation, Footnote [Text Block]

 

Chief Executive Officer

 

Year

SCT Total for CEO

Minus: Grant Date

Fair Value of Equity

Awards Granted

During Applicable

Year

Plus: Year-End Fair

Value of Equity

Awards Granted

During Applicable

Year

Plus: Change in Fair

Value as of Year-End

of Any Prior-Year

Awards that Remain

Unvested as of

Year-End

 

Plus: Change in Fair

Value as of Vesting

Date of Any Prior-Year

Awards that Vested

During Applicable

Year

 

Compensation

Actually Paid

 

 

2022

$12,055,766

$9,741,059

$4,725,115

$(13,364,160)

$(1,438,493)

 

$(7,762,831)

 

 

2021

$12,856,819

$7,306,412

$13,489,870

$13,374,183

 

$734,149

 

$33,148,609

 

 

2020

$8,282,033

$4,906,575

$7,076,122

$(3,958,415)

 

$(220,293)

 

$6,272,873

 

 

1.

Amounts set forth in this table were computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

   
Non-PEO NEO Average Total Compensation Amount [2] $ 4,314,685 8,187,795 4,981,037
Non-PEO NEO Average Compensation Actually Paid Amount [2] $ (4,756,923) 16,619,834 3,770,266
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

 

Other Named Executive Officers

 

Year

SCT Total

Minus: Grant Date

Fair Value of Equity

Awards Granted

During Applicable

Year

Plus: Year-End Fair

Value of Equity

Awards Granted

During Applicable

Year

Plus: Change in Fair

Value as of Year-End

of Any Prior-Year

Awards that Remain

Unvested as of

Year-End

Plus: Change in Fair

Value as of Vesting

Date of Any

Prior-Year Awards

that Vested During

Applicable Year

Compensation

Actually Paid

 

2022

$4,314,685

$2,771,149

$1,344,130

$(6,730,314)

($914,275)

$(4,756,923)

 

2021

$8,187,795

$4,616,761

$7,008,143

$5,637,019

$403,637

$16,619,834

 

2020

$4,981,037

$1,800,436

$1,794,360

$(970,025)

$(234,670)

$3,770,266

 

1.

Amounts set forth in this table were computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

  

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

 

 

 

 

   
Tabular List [Table Text Block]
Tabular List of Financial Performance Measures

The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s CEO and NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

AIP Adjusted EBITDA

AIP Adjusted EBITDA Margin

Free Cash Flow

GAAP EPS

Relative TSR

   
Total Shareholder Return Amount [3] $ 91.54 154.71 85.23
Peer Group Total Shareholder Return Amount [3] 116.41 168.68 98.15
Net Income (Loss) $ 655,000,000 $ 962,000,000 $ 403,000,000
Company Selected Measure Amount 1,222,000,000 1,432,000,000 707,000,000
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name AIP Adjusted EBITDA    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name AIP Adjusted EBITDA Margin    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Free Cash Flow    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name GAAP EPS    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Relative TSR    
PEO [Member] | Minus: Grant Date Fair Value of Equity Awards Granted During Applicable Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 9,741,059 $ 7,306,412 $ 4,906,575
PEO [Member] | Plus: Year-End Fair Value of Equity Awards Granted During Applicable Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 4,725,115 13,489,870 7,076,122
PEO [Member] | Plus: Change in Fair Value as of Year-End of Any Prior-Year Awards that Remain Unvested as of Year-End      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (13,364,160) 13,374,183 (3,958,415)
PEO [Member] | Plus: Change in Fair Value as of Vesting Date of Any Prior-Year Awards that Vested During Applicable Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (1,438,493) $ 734,149 $ (220,293)
PEO [Member] | Mr. Ulbrich      
Pay vs Performance Disclosure [Table]      
PEO Name Mr. Ulbrich Mr. Ulbrich Mr. Ulbrich
Non-PEO NEO [Member] | Minus: Grant Date Fair Value of Equity Awards Granted During Applicable Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 2,771,149 $ 4,616,761 $ 1,800,436
Non-PEO NEO [Member] | Plus: Year-End Fair Value of Equity Awards Granted During Applicable Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,344,130 7,008,143 1,794,360
Non-PEO NEO [Member] | Plus: Change in Fair Value as of Year-End of Any Prior-Year Awards that Remain Unvested as of Year-End      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (6,730,314) 5,637,019 (970,025)
Non-PEO NEO [Member] | Plus: Change in Fair Value as of Vesting Date of Any Prior-Year Awards that Vested During Applicable Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (914,275) $ 403,637 $ (234,670)
Non-PEO NEO [Member] | Ms. Brennan      
Pay vs Performance Disclosure [Table]      
PEO Name Ms. Brennan Ms. Brennan  
Non-PEO NEO [Member] | O’Brien      
Pay vs Performance Disclosure [Table]      
PEO Name O’Brien O’Brien O’Brien
Non-PEO NEO [Member] | Lerner      
Pay vs Performance Disclosure [Table]      
PEO Name Lerner Lerner Lerner
Non-PEO NEO [Member] | Shah      
Pay vs Performance Disclosure [Table]      
PEO Name Shah Shah Shah
Non-PEO NEO [Member] | Stephanie Plaines      
Pay vs Performance Disclosure [Table]      
PEO Name     Stephanie Plaines
Non-PEO NEO [Member] | Patricia Maxson      
Pay vs Performance Disclosure [Table]      
PEO Name     Patricia Maxson
Non-PEO NEO [Member] | Jeff Jacobson      
Pay vs Performance Disclosure [Table]      
PEO Name     Jeff Jacobson
[1] The CEO for each of the fiscal years 2022, 2021, and 2020 is Mr. Ulbrich. For 2022 and 2021, our other NEOs include Ms. Brennan and Messrs. O’Brien, Lerner and Shah. For 2020, our other NEOs include Mses. Stephanie Plaines and Patricia Maxson and Messrs. O’Brien, Lerner, Shah, and Jeff Jacobson.
[2] The following adjustments relating to equity awards were made to total compensation for each year to determine compensation actually paid:
[3] Pursuant to the rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.