Notice of 2022 Annual Meeting of Shareholders and Proxy Statement
Jones Lang LaSalle Incorporated

April 15, 2022
Dear Fellow Shareholders:
You are invited to the 2022 Annual Meeting of Shareholders of Jones Lang LaSalle
Incorporated which is currently scheduled to take place on Thursday, May 26, 2022,
beginning at 9:00 a.m., Central time.
Our annual shareholders meeting will be conducted online in a virtual meeting format via
live audio webcast. The accompanying 2022 Proxy Statement contains information about
attending the 2022 Annual Meeting online. You will not be able to attend the 2022 Annual
Meeting physically in person.
At this year’s meeting, we will vote on the proposals detailed in the accompanying Proxy
Statement.
Meeting Attendance and VotingYour vote is very important to us. We genuinely hope you will join us online at our 2022
Annual Meeting of Shareholders. If you are not able to join us, please cast your vote as
instructed in the Notice of Internet Availability of Proxy Materials, over the Internet, by
telephone or by mail, as promptly as possible.
We expect to mail the Notice of Internet Availability of Proxy Materials to our shareholders on
or about April 15, 2022. The proxy materials we furnish on the Internet include our 2022 Proxy
Statement and our 2021 Annual Report, which includes our Annual Report on Form 10-K forthe year ended December 31, 2021.
Changes to our Board
On behalf of the Board and JLL, we would like to thank Sheila Penrose for her service as
former Chairman of the Board and for serving as a Director since 2002. Ms. Penrose is notstanding for re-election for another term. Ms. Penrose’s counsel, guidance, and service
greatly benefitted the Board and our company.
Finally, we welcome Larry Quinlan as a first-time nominee for Director this year. Larry is theformer Global Chief Information Officer for Deloitte and a Board Member of ServiceNow(NYSE: NOW) where he serves on the Audit Committee. We expect that Larry’s extensive
leadership experience in digital and technology strategy and operations, and cybersecurity,
will prove to be a valuable addition to the Board and JLL.
As always, we appreciate your continued interest in JLL.
Sincerely,

Bobby Mehta

Chairman of the Board of Directors

Christian Ulbrich
Chief Executive Officer| 2022 Proxy Statement

1Notice of 2022 Annual Meetingof Shareholders

When

Thursday, May 26, 2022
9:00 a.m., Central Time

Virtual Meeting

Record Date

Via live audio webcast atwww.virtualshareholder
meeting.com/JLL22

Shareholders as ofApril 1, 2022
are entitled to vote

Virtual meeting format
The 2022 Annual Meeting will be conducted online in a virtual meeting format via live audio webcast. We initially adopted a virtual meeting
format during the first year of the COVID-19 pandemic and continue to believe that this practice facilitates stockholder attendance and enables
stockholders to participate fully, equally, and safely from any location around the world, at no cost. The accompanying Proxy Statement
contains information about participating in the 2022 Annual Meeting online. You will not be able to attend the 2022 Annual Meeting physically inperson.

Items of businessAt the 2022 Annual Meeting of Shareholders of Jones Lang LaSalle Incorporated (JLL or the Company), shareholders will be asked to vote on
the following proposals:
1. Election of the twelve Director nominees identified in the 2022 Proxy Statement;
2. Approval, on an advisory basis, of our executive compensation (known as “say-on-pay”); and3. Ratification of the appointment of KPMG LLP as JLL’s independent registered public accounting firm for the year ending December 31, 2022.
In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement thereof, by orat the direction of the Board of Directors.

Other Important Information
You can vote if you were a shareholder of record at the close of business on Friday, April 1, 2022, or if you hold a proxy from such a shareholder.
If you are eligible to vote at the virtual 2022 Annual Meeting you will be able to attend the meeting online, vote your shares electronically andsubmit questions during the meeting via live audio webcast. Shareholders of record may also view the list of registered holders entitled to voteat our 2022 Annual Meeting on the virtual meeting website.
It is important that your shares be represented and voted at the 2022 Annual Meeting. You can vote your shares on the Internet, by
telephone or by completing and returning your proxy or voting instruction card. Submitting your proxy by one of these methods will ensure
your representation at the 2022 Annual Meeting regardless of whether you attend online.
More information about attending the 2022 Annual Meeting online and voting before and at the meeting is provided on the next page.
We will provide the Notice of Internet Availability of Proxy Materials, electronic delivery of the proxy materials or mailing of the 2022
Proxy Statement, the 2021 Annual Report on Form 10-K and a proxy card to shareholders beginning on or about April 15, 2022.
By Order of the Board of Directors

Alan K. Tse

Global Chief Legal Officer and Corporate Secretary

April 15, 2022

Your Vote Matters: How to Vote
By phone

Online before the meeting

By mail

Online during the meeting

You can vote your shares by calling
1-800-690-6903

Go to www.proxyvote.com and follow the
instructions.

Complete, sign and date the proxy card,and return it in the enclosed postage
pre-paid envelope.

Attend our annual meeting virtually by logging
into the virtual annual meeting website and voteby following the instructions provided on thewebsite.

(toll-free in the U.S. and Canada).

2| 2022 Proxy Statement

jll.comAttending the 2022 Annual Meeting Webcast
You are entitled to attend the virtual 2022 Annual Meeting online only if you were a shareholder of record at the close of business on Friday,
April 1, 2022—the Record Date— or you hold a valid proxy for the 2022 Annual Meeting.
We encourage you to log into the website and access the 2022 Annual Meeting webcast early. Online access to the 2022 Annual Meeting
webcast at www.virtualshareholdermeeting.com/JLL22 will open at approximately 8:45 a.m., Central Time, on May 26, 2022.

Shareholders of Record (shares are registered in your name)
If you were a shareholder of record of JLL common stock at the close of business on the Record Date, you are eligible to attend the meeting, vote,change a prior vote, and submit questions. To access the meeting, visit www.virtualshareholdermeeting.com/JLL22 and follow the prompts, which
will ask you to enter your 16-digit control number. The control number is shown in a box on your proxy card or, if applicable, shown in the Notice ofInternet Availability of Proxy Materials.

Beneficial Shareholders (shares are held in the name of a bank, broker, orother institution)
If you were a beneficial shareholder of JLL common stock as of the Record Date (i.e., you hold your shares through a broker or otherintermediary), you may submit your voting instructions through your broker or other intermediary. To access the meeting, visit
www.virtualshareholdermeeting.com/JLL22 and use your 16-digit control number. You may vote your shares at the meeting or change a priorvote and submit questions. If you are a beneficial shareholder but do not have a control number, you may gain access to the meeting bycontacting your broker or by following the instructions included with your proxy materials.

Asking Questions
If you are a shareholder of record or a beneficial shareholder, you may submit questions in writing during the meeting through the meeting
portal at www.virtualshareholdermeeting.com/JLL22 using your 16-digit control number. We will attempt to answer as many questions as we
can during the meeting. Similar questions on the same topic will be answered as a group. Questions related to individual shareholders will beanswered separately by our shareholder relations team. Our replies to questions of general interest, including those we are unable to address
during the meeting, will be published on our Investor Relations website after the meeting.

Control NumberYour 16-digit control number appears in a box on your proxy card, in our Notice of Internet Availability of Proxy Materials, or in the instructions
that accompanied your proxy materials. If you do not have a 16-digit control number, you may gain access to the meeting by contacting yourbroker or by following the instructions included with your proxy materials.

Technical Support
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the phone number displayed on
the virtual meeting website on the meeting date.

| 2022 Proxy Statement

3Table of contents
Proxy Statement Summary

9

Corporate Governance13

Proposal 1 - Election of Directors

14
14
15
16
20
20
20

Corporate governance principles and Board matters

Key governance documents and policies
Enhanced Board Oversight Over Environmental, Social, Legislative, Regulatory and Public Policy Matters
Director independence
Board leadership structure
Board committees
Annual Board self-assessments
The Board’s role in enterprise risk oversightShareholder engagement
Corporate sustainability
Communicating with our Board
Review and approval of transactions with interested persons
Prohibition on insider trading, pledging or hedging
Non-employee Director compensation
Executive officers

20
20
21
21
21
22
24
24
25
26
26
27
27
27
31

Executive Compensation

33

Proposal 2 - Advisory approval of executive compensation
Compensation discussion and analysis
Executive summary
How we make compensation decisions
Competitive assessment
2021 Base salary decisions
2021 GEB Long-Term Incentive Plan
Additional information

34
34
35
38
39
41
45
48

Compensation Committee report
Executive compensation tables

49
50

Security Ownership

61

Audit Matters

65

Proposal 3 – Ratification of appointment of independent registered public accounting firm

66

Additional Information

69

Questions and answers about our 2022 Annual Meeting and voting

70

Annexes75

Annex A Reconciliation of GAAP and Non-GAAP Financial Measures
Annex B Pay ratio excluded employees

76
80

How we select Directors
Summary of Board nominee experience and skills
Our 2022 Director nominees
Shareholder recommendations
Proxy access
Majority voting

4| 2022 Proxy Statement

jll.comAbout JLL
Our organizational purpose

We shape the future of real estate for a better world
Who we are
We are a world leader in real estate services, powered by an entrepreneurial spirit. We want the most ambitious clients to work with us, andthe most ambitious people to work for us. It’s as simple as that.
We shape the future of real estate for a better world by using the most advanced technology to create rewarding opportunities, amazing
spaces and sustainable real estate solutions for our clients, our people and our communities. We provide services for a broad range of clients
who represent a wide variety of industries and are based in markets throughout the world.
Clients

We continue to enhance our comprehensive
service offering to create real value for ourclients. Guided by our Beyond strategy, we
are making significant ongoing investments
in advanced client relationship management
processes and tools, ensuring we can quickly
assemble the best multidisciplinary teams
and expertise tailored to meet each client’s
requirements.
PeoplePeople are at the heart of our business. We arededicated to helping our people achieve theirambitions by enabling them to explore newopportunities, build expertise, create longterm careers, and draw inspiration throughworking with talented colleagues and clients.
We are committed to promoting and achievingtrue diversity and inclusion, as exemplified by
the composition of our highly talented andexperienced Board of Directors.

+

+

Brand

We continue to strengthen and expand
awareness of our brand beyond the traditional
real estate sector.

ValuesAll our people are committed to the corevalues of teamwork, ethics and excellence.
These values are the foundation of ourorganization. Clients, employees, business
partners and potential recruits are strongly
attracted to these values and to ourcommitments to strong ESG, including
ambitious goals and regular transparent
reporting.

++Technology

Technology, data, and the rapid rise inapplications of artificial intelligence (“AI”)
continue to change everything: where wework, how we work, and what type of work
we do. JLL is embracing technology to meetthe needs of clients today and anticipate theopportunities of tomorrow to deliver value forour clients, people, and shareholders.

GrowthOur Beyond priorities for Clients, Brand,
Technology, People and Values combine toprovide an integrated strategic vision andplatform for growth. This vision is supported
by our commitment to enhance productivity,
optimize sustainable and profitable longterm growth, and create value for all of our
stakeholders. It embraces our opportunity toplay a leading role in understanding and guiding
the future of work, workplaces and cities, while
enabling clients and communities to deliveron their sustainability targets and ambitions.
It recognizes and leverages the vital partcontinuing innovations in data and technology
will play, ensuring JLL has the products anddata-driven insights to lead this wave of change.

| 2022 Proxy Statement

5About JLL

What we do
To address the needs of real estate owners, occupiers and investors, we leverage our deep real estate expertise and experience to provide
clients with a full range of the following services on a local, regional and global scale.
Leasing

Capital Markets

Advisory, Consulting & Other

Full-service brokerage between
tenants and landlords

Investment sales and acquisitions,debt placement, equity placement,
and financing arrangements

Workplace strategy, technology
services, valuations, consulting andadvisory

Property & Facility Management

Project & Development Services

LaSalleManagement and outsourcing ofproperties and real estate portfolios

Design and management of real estate
projects including fit-out services

Real estate investment management

2021 Business highlights
Revenue

Fee Revenue*

Net Income
attributable tocommon shareholders$19.4 billion$8.1 billion$961.6 million

PeopleCapital returned
to shareholders

Investment-gradecredit ratings

98,000$343 million

BBB+↑ 17% from 2020

colleagues in 80 countries↑ 32% from 2020

via share repurchases↑ 139% from 2020

Standard & Poor’s Ratings Services

Baa1

Moody’s Investors Services*

6

Fee Revenue is a non-GAAP financial measure, which is described in more detail in Annex A to this Proxy Statement. See Annex A to this Proxy Statement for areconciliation of non-GAAP financial measures to our results as reported under GAAP.

| 2022 Proxy Statement

jll.comAbout JLL

2021 Revenue Breakdown

14%

5

%

Leasing

2.6%

3%

LaSalleLaSalleAdvisory, Consulting
and Other14%

By
Service

Project andDevelopment
Services

By
Segment

53%

Property andFacility Management

11

%

18.0%
EMEA

18.1%

Asia Pacific61.3%
Americas

Capital Markets

Human capital
We maintain a human capital strategy that supports a diverse and inclusive workforce with equal opportunity and training and careeradvancement programs, strong benefits, incentives, well-being and health and safety.
Diversity, Equity and Inclusionz We are committed to providing

environments where all of our people feelthey belong, creating a company culture
we are proud of and enabling higher
performing teams.
z Noteworthy in 2021, we signed theCommercial Real Estate Women (CREW)
pledge for Action to support advancementof women in real estate.
z Half of our largest eight countries were led
by female CEOs.
z We offered targeted development
programs including Black Leadership
Summit, Women’s Leadership Summit,
and an inaugural Latinx Summit.
z In 2021, we broke down financial
barriers to entering real estate forunderrepresented populations, including
a college loan repayment programand an investment fund for entry-levelcompensation.

+

Training and Developmentz We have a set of core capabilities thatdefine our leadership behaviors to drive
our near and long-term success.
z Our employees can self-assess andbe assessed against these capabilities
to participate in our award-winning
development platform, Real Leadership.
z The Real Leadership platform provides
specific programs to help our employees
and leaders grow, develop their careers,and become better leaders using in-person
training, virtual programming, various
assessments, and coaching.
z We continue to upskill our workforce
on future focused skills by leveraging
our JLL Virtual Learning Library. Nearly
90,000 employees annually have been able
to learn through these virtual on-demandofferings.
z Our overall learning platforms haveenabled consumption of over 2 million
learning assets to develop our employees.

+

Well-being and Health and Safety
z We continue to add resources to our JLL

Well-being hub, including self-care tips,
information on employee assistanceprograms, and webinars on leading
through uncertainty.
z More than 80% of our employees told
us they would like to come back to a JLL
offi e or client site and we have capitalizedon this desire to drive innovation,
collaboration & networking.
z Our health and safety program is aligned
to the principles of ISO 45001.
z In 2021, we benchmarked our organization
using the UK Health and Safety
Laboratory’s Safety Climate Survey Tool.
Our culture ranked in the 95th percentile
compared to all-industry scores andexceeded the 2020 highest average scoresfor Real Estate & Facilities Management
organizations.
z Through our safety vision and education
programs, like Global Safety Week, we
consistently achieved lower than average
accident rates per OSHA and had zero JLL
employee workplace fatalities in 2021.

Corporate sustainability
We partner with our stakeholders to drive innovative, impactful, sustainable change by embedding sustainability into everything we do.
JLL’s most recent Global Sustainability Report is available on the Sustainability page of our website athttps://www.us.jll.com/en/about-jll/our-sustainability-leadership. In the report you can find the latest information on JLL’s sustainability efforts
including our Task Force for Climate-related Financial Disclosure reporting, our Sustainability Accounting Standards Board disclosures,progress with setting our Science-Based Targets, and progress against our global sustainability goals.

| 2022 Proxy Statement

7

About JLL

Awards and recognition
In 2021 and the beginning of 2022, we earned numerous awards and recognitions that reflect our commitment to sustainability, the quality ofthe services we provide to our clients, the integrity of our people, and our desirability as a place to work, including being named:● A member of the Bloomberg Gender-Equality Index, for the third

consecutive year

● A member of the Dow Jones Sustainability Index North America,

for the sixth consecutive year

● An Energy Star Sustained Excellence Award recipient, by the U.S.

Environmental Protection Agency, for the tenth consecutive year

● One of America’s Most Responsible Companies by Newsweek, forthe third consecutive year

● One of the World’s Most Ethical Companies by the Ethisphere

Institute, every year since 2008

● One of the World’s Most Admired Companies by Fortune

Magazine, for the fifth consecutive year

benchmarking survey on corporate policies and practices related
to LGBTQ workplace equality, receiving a perfect score, for theeighth consecutive year
● One of America’s Best Employers for Diversity by Forbes, for thesecond consecutive year

● A Military Friendly Employer by VIQTORY, for the fifth consecutive

year● One of the Best Places to Work for Disability Inclusion by

Disability:IN and the American Association of People with
Disabilities, for the third consecutive year

● A Wall Street Journal Management Top 250 company by the

Drucker Institute, for the second consecutive year

● A Best Place to Work for LGBTQ+ Equality by the Human Rights

Campaign Foundation’s Corporate Equality Index, a8| 2022 Proxy Statement

jll.comProxy Statement Summary

Proxy Statement Summary
This summary highlights certain information from this Proxy Statement and does not contain all the information that you should
consider. You should read the entire Proxy Statement before voting your shares. For more complete information regarding JLL’s
2021 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2021.

When

Thursday, May 26, 2022
9:00 a.m., Central Time

Virtual Meeting

Via live audio webcast atwww.virtualshareholder
meeting.com/JLL22

Record Date
Shareholders as ofApril 1, 2022
are entitled to vote

Virtual meeting format
The 2022 Annual Meeting will be conducted online through a live audio webcast. We initially adopted a virtual meeting format during the firstyear of the COVID-19 pandemic and continue to believe that this practice facilitates stockholder attendance and enables stockholders toparticipate fully, equally, and safely from any location around the world, at no cost. The accompanying Proxy Statement contains information
about attending the 2022 Annual Meeting online. You will not be able to attend the 2022 Annual Meeting physically in person.

Shareholder voting matters and recommendations
The following table summarizes the items that will be brought for a vote of our shareholders at the 2022 Annual Meeting, along with our voting
recommendations.
Vote Required to
Adopt the Proposal

Proposal

Majority of votes
1. Election of the twelve nominees to serve one-year
cast with respect toterms on our Board of Directors
each nominee

Board
Recommends Reasons for Recommendation

For

each
nominee

More
Information

The Board believes the twelve Board nominees
possess the skills, experience, and diversity toprovide strong oversight for JLL’s long-term
strategy and operations

See
page 15

2. Approval, on an advisory basis, of our executive
compensation (say-on-pay)

Majority of votes
cast

For

Our executive compensation programs
demonstrate our pay-for-performancephilosophy and reflect the input of shareholders

Seepage 36

3. Ratification of the appointment of KPMG LLP as
JLL’s independent registered public accounting
firm for the year ending December 31, 2022

Majority of votes
cast

For

Based on its assessment of KPMG LLP’s
qualifications and performance, the Audit
Committee believes that retaining KPMG LLP for
fiscal year 2022 is in JLL’s best interests

See
page 69

YOUR VOTE MATTERS: HOW TO VOTE
BY PHONEONLINE BEFORE THE MEETING

You can vote your shares bycalling 1-800-690-6903(toll-free in the U.S. andCanada).

Go to www.proxyvote.com
and follow the instructions.

BY MAILONLINE DURING THE MEETING

Complete, sign and date the proxy card,and return it in the enclosed postage
pre-paid envelope.

Attend our annual meeting virtually by
logging into the virtual annual meetingwebsite and vote by following the
instructions provided on the website.

| 2022 Proxy Statement

9Proxy Statement Summary

Our 2022 Director nominees
Our current Board includes a diverse group of leaders in theirrespective fields. We believe their varied backgrounds, skills, andexperience contribute to an effective and well-balanced Board thatis able to provide valuable insight to, and effective oversight of, oursenior executive team. Larry Quinlan is a first-time nominee for
Director at the 2022 Annual Meeting. All the other nominees are
currently serving on the Board, including Efrain Rivera, who joined
the Board after our 2021 Annual Meeting. Sheila Penrose, who is acurrent Director, is stepping down as a Director when her term ends
at the 2022 Annual Meeting. As a result of these changes, our Board

The following table and the charts below provide summary
information about each of our Director nominees. You can find more
information about each Director’s background and experience
beginning on page 16.

PositionIndependent

Audit

Compensation

Nominating,GovernanceandSustainability

Name

Age

Director Since

Hugo Bagué

61

2011

Former Group Executive, Organisational
Resources, Rio Tinto plc

Yes

Matthew Carter, Jr.

61

2018

Chief Executive Officer, Aryaka
Networks, Inc.

Yes

Samuel A. Di Piazza, Jr.

71

2015

Retired Global Chief Executive Officer,
PricewaterhouseCoopers
International Ltd.

Yes

Tina Ju56

2021

Managing member of the general partner
of KPCB China and TDF Capital

Yes

●

●

Bridget Macaskill

73

2016

Chairman of Cambridge Associates LLC
and Former Non-Executive Chairman
and Chief Executive Officer, First Eagle
Holdings, Inc.

Yes

●

●

Deborah H. McAneny

63

2019

Former Executive Vice President,
Structured and Alternative Investments,
John Hancock Financial Services, Inc.

Yes

Siddharth (Bobby) Mehta

63

2019

Chairman of the Board, Former President
and CEO, TransUnion

Yes●

Jeetendra (Jeetu) I. Patel

50

2019

Executive Vice President & General
Manager, Cisco Systems, Inc.

Yes●

Ann Marie Petach

61

2015

Senior Advisor to the CFO of Google, Inc.
and Retired Chief Financial Officer,
BlackRock, Inc.

Yes●

Larry Quinlan

59

First-timenominee

Former Global Chief Information Officer,
Deloitte

Yes●

Efrain Rivera

65

2021

Senior Vice President, Chief Financial
Officer and Treasurer, Paychex, Inc.

Yes

Christian Ulbrich

55

2016

Chief Executive Officer and President, JLL

No

Chair

●
●
●

●

●

●

●

●
●

●

●

● Member

11 of 12
nominees are
independent

10of Directors will include 12 members, assuming all nominees areelected at the 2022 Annual Meeting. Proxies cannot be voted for agreater number of directors than the 12 nominees identified in this
Proxy Statement.

4 of 12

nominees are
women| 2022 Proxy Statement

6 of 12

nominees are
ethnically or
racially diverse

7 of 12

nominees wereborn or live
outside theUnited States

2 of 3

committees are
currently chairedby women or
ethnically or
racially diverse
Board members

6 of 12
nomineesjoined inlast 3 years

4.3

years average
tenure ofnominees

jll.comProxy Statement Summary

Corporate governance highlights
JLL’s mission is to deliver exceptional strategic, fully-integrated services, best practices, and innovative solutions for real estate owners,
occupiers, investors, and developers worldwide. In order to achieve our mission, we strive to establish and maintain an enterprise that willsustain itself over the long term for the benefit of all of our stakeholders, including clients, shareholders, employees, suppliers, and thecommunities in which we operate. Accordingly, we are committed to effective corporate governance that reflects best practices and thehighest level of business ethics. That commitment, informed by feedback offered during our shareholder engagement efforts, has prompted
us to adopt the corporate governance policies and practices summarized below.

Corporate governance policies and best practices
Board Practices● All non-executive Directors are independent (11 of 12 Board nominees
at 2022 Annual Meeting are independent)● No perquisites to Board members● Separate non-executive Chairman of the Board and Chief Executive
Officer roles● Company Code of Business Ethics applicable to Directors● Annual Board and committee self-evaluation, including bi-annually byan outside facilitator● Highly diverse Board across gender, ethnicity, and experience● Regular evaluation of Director compensation● Significant engagement with employees, senior management, andclients, which takes place across our major offices globally● Directors not “over-boarded”● Board orientation/education program● Policy requiring approval by the Nominating, Governance andSustainability Committee of any related party transactions● Regular succession planning for both management and the Board● Compensation program for Directors with no separate meeting fees
● Independent Directors meet without management present at eachin-person meeting● Approximately 65% of base Board compensation is in JLL stock

Shareholder Practices● Annual election of Directors

Other Best Practices● Clawback policy● Majority voting in Director elections● Stock ownership guidelines for Directors and executives● No poison pill in effect● Policy against pledging and hedging JLL stock● Proxy access right● Disclosure committee for financial reporting● Process for shareholders to communicate with the Board● Active shareholder engagement● Increasingly sophisticated integrated reporting and corporate
sustainability reporting● Right of shareholders owning 30% of outstanding shares to call a
special meeting of shareholders for any purpose● Policy against political contributions in the Company’s name● Corporate compliance program● Annual shareholder “say-on-pay” vote for executive compensation| 2022 Proxy Statement

11

Proxy Statement Summary

Components of our executive compensation program
Our executive compensation program for our Global Executive
Board (GEB) consists of a mix of fixed and short- and long-term
incentive compensation. We believe our compensation program
enables us to attract and retain top-quality executives who are
motivated to act in the best interests of our shareholders, clients,

Base SalaryCompetitive pay to attract and retain
talented executives+

staff, and other stakeholders. Our primary focus is on long-term
incentive compensation to align with shareholder interests, and ourannual incentive plan is designed as a supplement to drive businessobjectives in the near term.

Annual Incentive Plan (AIP)An opportunity to earn an annual cash award
based on our annual financial performanceand the achievement of high-priority
business objectives

2021 CEO
Compensation Mix at Target91%
at risk| 2022 Proxy Statement

Primarily performance share units to alignmanagement’s interests with long-term
shareholders’ interests

11%
89%

63%

Long-Term Incentive Plan

12

Long-Term Incentive Plan (LTIP)

2021 Other Named Executive O˜icers
Compensation Mix at Target

9%
28%

+

39%

Annual Incentive Planat risk

50%

Base Salary

jll.comProposal 1 - Election of Directors

Corporate
Governance

How we select Directors
Summary of Board nominee experience and skills
Our 2022 Director nominees
Shareholder recommendations
Proxy access
Majority voting

Corporate governance principles and Board matters
Key governance documents and policies
Enhanced Board Oversight Over Environmental, Social,
Legislative, Regulatory and Public Policy Matters
Director independence
Board leadership structure
Board meetings and attendance
Board committees
Director orientation and continuing education
Annual Board self-assessments
The Board’s role in enterprise risk oversight
The Board’s role in human capital oversight
The Board’s role in information and data security oversightShareholder engagement
Corporate sustainability
Communicating with our Board
Review and approval of transactions with interested
persons
Prohibition on insider trading, pledging or hedging
Non-employee Director compensation
Executive officers

14
14
15
16
20
20
20
20
20
21
21
21
22
22
23
24
24
24
25
25
26
26
27
27
27
31

| 2022 Proxy Statement

13

Corporate Governance Proposal 1 - Election of Directors

Proposal 1 - Election of Directors
Our Board is presenting 12 nominees for election as Directors at our
2022 Annual Meeting. With the exception of Larry Quinlan, eachnominee currently serves as a Director. Mr. Rivera, who was
appointed as a Director on October 1, 2021, and Mr. Quinlan, areboth being presented as nominees for election as Directors for the
first time. Mr. Rivera and Mr. Quinlan were both identified andrecommended by independent third-party search firms.

Each Director elected will serve until the next annual meeting anduntil a successor is duly elected and qualified. Each nominee has
consented to being named in this Proxy Statement and to serving asa Director, if elected.

How we select Directors
Identifying and evaluating Director nominees
The Nominating, Governance and Sustainability Committee
employs a variety of methods to identify and evaluate nominees for
Director. Candidates may come to the attention of the Nominating,Governance and Sustainability Committee through Board members,
JLL executives, shareholders, professional search firms or othersources. Efrain Rivera and Larry Quinlan were identified respectively
by Heidrick & Struggles and Egon Zehnder, leading independent
director-recruitment firms, retained by the Nominating, Governanceand Sustainability Committee to identify and help evaluate Director
candidates, as candidates possessing extensive experience andqualifications in key strategic and priority areas identified by the
Nominating, Governance and Sustainability Committee for the new
Director searches. The Nominating, Governance and Sustainability
Committee regularly assesses the size of the Board and determines
whether any vacancies are expected due to departures.

nominees. We believe JLL Directors should have demonstrated
notable or significant achievements in business, education or public
service; they should possess the acumen, education and experience
to make a significant contribution to the Board; and they should
bring a range of skills, diverse perspectives and backgrounds to theBoard’s deliberations. Our Board believes that having directors ofdiverse backgrounds helps the Board better oversee ourmanagement and operations and assess risk and opportunities froma variety of perspectives.
Importantly, members of the Board must have the highest ethicalstandards, a strong sense of professionalism, and a dedication toserving the interests of all JLL shareholders. The Statement of
Qualifications groups these desirable characteristics in three
categories, as shown below. This year the Board amended theStatement of Qualifications to specifically include experience
relating to environmental, social, legislative, regulatory and public
policy matters and their impact on corporate governance.

Director qualifications
Our Board has adopted a Statement of Qualifications for Members of
the Board of Directors to outline the characteristics we seek in Board
Management and Leadership Experience

A member of the Board must have extensive
experience in business, education, or public
service. This includes anyone who has held: a senior managerial position in asignificant public corporation or arecognized privately-held entity;
 a significant faculty or administrative
position at a prominent educational
institution;
 a senior or significant governmental
position; or a senior position in a significant non-profit
organization.

+

Skilled and Diverse BackgroundA member of the Board should have a diverse
range of skills, perspectives, and experience.
While not exclusive, the following attributes
are desirable:
 an understanding of financial reportingand internal control principles or financial
management experience; international and multi-cultural experienceand understanding; experience relating to environmental,social, legislative, regulatory and public
policy matters and their impact on
corporate governance; and the aptitude and experience to fully
appreciate the legal responsibilities of adirector and the governance processes of apublic company.

+

Integrity and Professionalism

A member of the Board must have thehighest ethical standards and a strong senseof professionalism and be prepared to serve
the interests of all shareholders. Amongother attributes, a nominee for the Board
should exhibit: independence, objectivity, and acommitment to our Corporate Governance
Guidelines and Code of Business Ethics;
 intelligence, self-assuredness,inter-personal skills, commitment,
communication skills, inquisitiveness,
objectivity, practical wisdom, and mature
judgment;
 a willingness to commit su˜icient time todischarge the duties of a director; and the ability to develop and maintain agood working relationship with the otherdirectors and with senior management.

To supplement the Statement of Qualifications, our Nominating, Governance and Sustainability Committee maintains an internal list of themore specific experiences and attributes that we want to have reflected on the Board. While we do not expect each Director to have all thedesired experiences and attributes, we do seek to have them all represented on the Board as deeply as possible. When we are searching for a
new Director, we strive to fill any relative gaps in the overall composition of the Board.
14| 2022 Proxy Statement

jll.comCorporate Governance Proposal 1 - Election of Directors

Summary of characteristics
The following charts reflect various characteristics of our 2022 Director nominees. Our Directors’ ages, tenure, and diversity of background are
well-distributed to create a balanced Board populated by individuals with years of experience working with JLL and our industry andindividuals who bring fresh perspectives. All of our non-employee Directors are independent.

6

Director Tenure5

Director Independence

1

6

62

Independent

4.3

Years
Average Tenure
4-10 years

50.0%

33.3%

92%

AverageAge

0-3 years

58.0%

CEO

New
Directors in
the last 3 Years

1

Director Diversity

11

FemaleIndependent>10 years

National
Diversity

EthnicDiversity

Summary of Board nominee experience and skills

Ulbri
ch

River
a

an
Quinl

Petac
h

Patel

Meht
a

ny
McAn
e

Maca

Ju

skill

za, Jr.

nominee. The absence of a mark for an attribute does notnecessarily mean that the nominee does not possess that attribute;it means only that when the Board considered that nominee in theoverall context of the composition of our Board of Directors, that
attribute was not a key factor in the determination to nominate that
individual. Further information on each nominee’s qualifications
and relevant experience is provided in the individual biographiesthat follow the chart.

Di Piazr, Jr.
Carte

Bagu
é

In addition to the minimum qualifications that our Board believes
are necessary for all Directors, the following chart highlights certain
skills and experience that are relevant to our long-term strategy, andtherefore relevant when considering candidates for election to our
Board. A mark for an attribute indicates that the nominee gained theattribute through a current or prior position other than his or her
service on the JLL Board. Our Board did not assign specific weights
to any of these attributes or otherwise formally rate the level of anominee’s attribute relative to the rating for any other potential

Senior Leadership/CEO Experience
Finance/Accounting Experience
Risk Management Experience
Technology/Cybersecurity/Innovation Experience
Real Estate Industry Experience
Global Business Experience
Human Capital Management Experience
Public Company Board Experience| 2022 Proxy Statement

15

Corporate Governance Proposal 1 - Election of Directors

Our 2022 Director nominees
A biography of each Director nominee, current as of April 1, 2022, appears below. Efrain Rivera, who was appointed as a Director on October 1,
2021, and Larry Quinlan are first-time nominees as Directors at the 2022 Annual Meeting. Sheila Penrose, who is a current Director, is stepping
down as a Director when her term ends at the 2022 Annual Meeting.

Hugo Bagué

Samuel A. Di Piazza, Jr.

Age: 61
Director since 2011
Committees: Compensation (Chair)
Nominating, Governance and Sustainability

Age: 71
Director since 2015
Committees: Compensation
Nominating, Governance and Sustainability★
Professional, Leadership and Service Experience
Mr. Bagué is currently the Executive Director of Milvusmilvus Consulting GmbH,a consultancy company that he owns and runs. From 2007 until 2017, Mr. Bagué
was Organisational Resources Group Executive for Rio Tinto plc, a leadinginternational mining and metals group.
Skills and Attributes
Mr. Bagué brings significant experience with employee relations,communications, safety, information technology and compensation issues,
as well as perspectives on public relations, procurement, information
systems and corporate sustainability. His work for other multi-national
companies provides insights into operating within different cultures,
business environments and legal systems, including both Continental Europe
and emerging markets, and also within the technology and healthcare
industries, both of which are important to JLL’s future growth strategy.

Matthew Carter, Jr.
Age: 61
Director since November 2018
Committees: Audit
Nominating, Governance and Sustainability(Chair)★

Professional, Leadership and Service Experience
Mr. Di Piazza retired as Global Chief Executive Officer of PricewaterhouseCoopers
International Ltd. (PwC) in 2009, after eight years of leading the largest
professional services firm in the world. During his 36-year career at PwC, he led
the company as Chairman and Senior Partner, the Americas Tax Practice, andwas a member of the Global Leadership Team. After retiring from PwC, Mr. Di
Piazza joined Citigroup, Inc., where he served as Vice Chairman of the Global
Corporate and Investment Bank from 2011 until 2014. Mr. Di Piazza served as the
Chairman of the Board of Trustees of The Mayo Clinic from 2014 until 2021. He is
also a former Trustee of the World Economic Forum.
Skills and Attributes
Mr. Di Piazza brings to the Board valuable insights and perspective regarding
the management of a multi-cultural, complex organization providing services todiverse client types across the globe. Mr. Di Piazza also brings significant
accounting experience, including managing a tax practice and as part ofstandards-setting organizations. His service on the boards of other highlysophisticated organizations provides additional governance perspectives andexperience with critical business issues, including cybersecurity.
Other Public Company Boards
Current: AT&T (since 2015), ProAssurance, Inc., a property and casualty
insurance company (since 2014), Regions Financial Corporation, a bank andfinancial services company (since 2016). Mr. Di Piazza has notified the Board
that he will join the Warner Bros. Discovery Board (as Board Chair) andsimultaneously resign from his position on the AT&T Board of Directors
following the close of the merger between WarnerMedia with Discovery, Inc.
which is expected in the second quarter of 2022.

Professional, Leadership and Service Experience
Mr. Carter is the Chief Executive Officer of Aryaka Networks, Inc., a leading
provider of cloud and on-premises network applications. From 2015 to 2017, heserved as President and Chief Executive Officer of Inteliquent, Inc., which
provides wholesale voice services for carriers and service providers. Prior tothat role, Mr. Carter held various positions at Sprint Corporation from 2006 to
2015, including President of Enterprise Solutions, Sprint’s $14 billion global
communications technology business unit. He previously served as a director of
Apollo Education Group, Inc., a provider of higher education programs.
Skills and Attributes
Mr. Carter brings significant corporate leadership, brand management andtechnology experience, drawing from his executive roles at several large
companies. His service on other boards enhances our capabilities in the areasof management oversight, corporate governance and board dynamics.
Other Public Company Boards
Current: NRG Energy, Inc., an integrated power company (since 2018). Prior
within last five years: USG Corporation, a manufacturer of construction
materials (2012-2018), Inteliquent, Inc., provider of voice telecommunications
services (2015-2017).

Audit

16

Compensation| 2022 Proxy Statement

Nominating, Governance and Sustainability★ Chair
jll.comCorporate Governance Proposal 1 - Election of Directors

Tina Ju

Deborah H. McAneny

Age: 56
Director since 2021
Committees: Audit
Nominating, Governance and Sustainability

Age: 63
Director since 2019
Committees: Compensation
Nominating, Governance and Sustainability

Professional, Leadership and Service Experience
Ms. Ju is a founding and managing partner of KPCB China and TDF Capital,and currently a managing member of the general partner of both funds. She
has more than 25 years of experience in venture capital, investment banking
and operations. Ms. Ju began her venture capital career in 1999. She
co-founded VTDF China in 2000 and KPCB China in 2007. Earlier in her career,
Ms. Ju spent 10 years in investment banking including Deutsche Bank as thehead of TMT and Transport Asia, Merrill Lynch as head of Asia Technology
and Corporate Finance Team, and Goldman Sachs. Ms. Ju currently serves asa director on the board of various private companies. She is a member of the
Global Leadership Council for Oxford Saïd Business School. Ms. Ju received abachelor’s degree in industrial engineering and operations research from UC
Berkeley and an MBA from Harvard Business School.
Skills and Attributes
Ms. Ju brings her extensive experience in venture capital, investment banking
and operations. Ms. Ju's abilities to identify, engage and support some of
China’s most accomplished entrepreneurs and successful enterprises areinvaluable as we continue our focus on the future growth potential in Asia, andparticularly China.

Professional, Leadership and Service Experience
Ms. McAneny served in various roles at John Hancock Financial Services for over
20 years, including most recently as Executive Vice President for Structured andAlternative Investments. Following that, she was the Chief Operating Officer ofBenchmark Assisted Living, LLC from 2006 to 2009. Ms. McAneny served on theboard of directors of HFF, Inc., a leading capital markets advisor, from 2007
until July 2019 when the company was acquired by JLL. She is also on theboard of the University of Vermont Foundation and formerly served as trustee
and chair of the board of the University of Vermont.
Skills and Attributes
Ms. McAneny brings her extensive board experience, senior management
expertise and significant familiarity with our business and industry, as well as
particular knowledge of the Capital Markets business.
Other Public Company Boards
Current: KKR Real Estate Finance Trust, a real estate finance company (since2017), RREEF Property Trust, Inc., a non-traded REIT (since 2012), First Eagle
Alternative Capital BDC, Inc. (f/k/a THL Credit Inc.), a business development
company (since 2015). Prior within last five years: HFF, Inc. (2007–2019).

Other Public Company Boards
Current: Yiren Digital Ltd., a leading fintech company in China providing
consumers with both credit and wealth management solutions (since 2015).

Siddharth (Bobby) Mehta
Age: 63
Director since 2019
Chairman of the Board since July 2020
Committees: Audit
Nominating, Governance and Sustainability
Compensation

Bridget Macaskill
Age: 73
Director since 2016
Committees: Audit
Nominating, Governance and Sustainability

Professional, Leadership and Service Experience
Ms. Macaskill currently serves as Chairman of Cambridge Associates LLC, a global
investment firm. Until July 2019, she was the Non-Executive Chairman and, prior
to that, the President and Chief Executive Officer, of First Eagle Holdings, Inc., aglobal investment firm, which she joined in 2009. Prior to joining First Eagle,
Ms. Macaskill served as Chief Operating Officer, President, Chief Executive Officer
and Chairman of Oppenheimer Funds, Inc., where she is recognized for creating
the Oppenheimer Funds’ Women & Investing program, dedicated to educating
American women about the need to take charge of their personal finances.
Ms. Macaskill has served on a number of public company and not-for-profit
boards. She is currently on the board of Close Brothers plc, a merchant banking
firm, and served on the board of Jupiter Fund Management plc until May 2020.
Skills and Attributes
Ms. Macaskill brings her experience in investment management, finance,accounting, shareholder relations, leadership, enterprise risk management,compliance, and operations within a highly regulated industry. Ms. Macaskill also
brings experience in corporate social responsibility and diversity. Additionally,
Ms. Macaskill brings perspectives on the English government and economy.

Audit

Compensation

Nominating, Governance and Sustainability

Professional, Leadership and Service Experience
Mr. Mehta was the former President and Chief Executive Officer of TransUnion, a
global provider of credit information and risk management solutions, from 2007
to 2012. From 1998 to 2007, Mr. Mehta held a variety of positions with HSBC
Finance Corporation and HSBC North America Holdings, including Chief
Executive Officer of HSBC North America Holdings and Chief Executive Officer of
HSBC Finance Corporation. Prior to that, he was Senior Vice-President at The
Boston Consulting Group and led their North American Financial Services
Practice. Mr. Mehta also serves on several not-for-profit boards, including the
Field Museum and the Chicago Public Education Fund.
Skills and Attributes
Mr. Mehta brings chief executive and senior management expertise in the financial
services industry, including in banking and the credit markets. He enhances ourmarketing, brand management, technology and strategic experience.
Other Public Company Boards
Current: The Allstate Corporation (since 2014), Northern Trust Corporation(since 2019). Prior within last five years: TransUnion (2013-2021), PiramalEnterprises Ltd., a global business conglomerate (2013-2020).

★ Chair| 2022 Proxy Statement

17

Corporate Governance Proposal 1 - Election of Directors

Jeetendra (Jeetu) I. Patel

Larry Quinlan

Age: 50
Director since 2019
Committees: Audit
Nominating, Governance and Sustainability

Age: 59First-time Director Nominee
Committees:
Nominating, Governance and Sustainability

Professional, Leadership and Service Experience
Mr. Patel is Executive Vice President & General Manager, Security andCollaboration, of Cisco Systems, Inc., where he joined in June 2020. From 2017
to 2020, he was the Chief Product Officer and Chief Strategy Officer at Box, Inc.,a leading enterprise cloud content management platform. From 2015 to 2017,
Mr. Patel was the Chief Strategy Officer and SVP of Platform at Box, Inc., where
he led the creation of the Box Platform business unit, overseeing productstrategy, marketing and developer relations. Before joining Box, Inc., from 2010
to 2015, Mr. Patel was General Manager and Chief Executive of the Syncplicity
business unit of EMC Corporation, a developer and seller of data storage anddata management hardware and software.
Skills and Attributes
Mr. Patel brings chief executive and senior management expertise, together
with product and engineering management skills, marketing, brandmanagement, strategic and strong technology experience. Moreover, hebrings decades of expertise accelerating fast-growing, established and startup business models in highly competitive markets.

Ann Marie Petach
Age: 61
Director since 2015
Committees: Audit (Chair)
Nominating, Governance and Sustainability

Professional, Leadership and Service Experience
Mr. Quinlan was the former Global Chief Information Officer of Deloitte, LLP, aprofessional services firm, where he was responsible for all facets of Deloitte’s
technology strategy and operations and oversaw more than 10,000 IT
professionals in 175 countries. Mr. Quinlan spent 33 years at Deloitte(1988-2021), where he led Deloitte’s global implementations of ERP & CRM
systems, including some of the world’s largest SAP and Salesforce platforms
leveraging data analytics, cloud hosting, and collaboration technologies from
AWS, Microsoft, Google, Oracle, and ServiceNow. In addition to his CIO role(2010-2021), Mr. Quinlan drove significant revenue leading Deloitte services toFortune 500 global clients in the hospitality and technology sectors and advised
company boards and CEOs on a wide range of IT, cybersecurity, and digitalstrategic priorities. Mr. Quinlan serves on the non-profit boards of KIPP Charter
Schools Miami, and Easterseals South Florida. He also is passionate about
improving opportunities in underserved communities. Together with other
CIOs, Mr. Quinlan founded The TechPACT, an organization committed tobridging the digital divide.
Skills and Attributes
Mr. Quinlan brings deep expertise across every facet of the digital andtechnology transformation journey. Mr. Quinlan's extensive leadershipexperience in digital and technology strategy and operations, andcybersecurity, will be invaluable as we continue to grow our technology
focused JLL Technologies business and support our clients' technologicalbusiness needs.
Other Public Company Boards
Current: ServiceNow, a leading cloud digital workflow company (since 2021).

★
Professional, Leadership and Service Experience
Since October 2015, Ms. Petach has been in a full-time position as Senior
Advisor to the CFO at Google, Inc. From 2007 until 2014, Ms. Petach was a seniorleader at BlackRock, Inc., the world’s largest investment management firm,
most recently as co-head of U.S. Client Solutions and prior to that as Chief
Financial Officer. She has served on a number of boards for BlackRock-related
entities and continues to serve as a director of BlackRock Institutional Trust
Company.
Skills and Attributes
Ms. Petach brings strategic and operational perspectives, including with respect
to client relationships, compliance and risk management, and the deploymentof capital. She also brings financial acumen within the international arena,
including with respect to currency exchange matters and relationships withbanks and investment banks. Moreover, she has experience with corporate
disclosure and investor relations that inform our Board’s oversight of the
securities regulatory aspects of a public company and engagement withshareholders.

Efrain Rivera
Age: 65
Director since 2021
Committees: Audit
Nominating, Governance and Sustainability

Professional, Leadership and Service Experience
Mr. Rivera is currently Senior Vice President, Chief Financial Officer andTreasurer of Paychex, Inc., a leading provider of integrated human capitalmanagement solutions. Previously, Mr. Rivera worked for Bausch & Lomb, aglobal eye health company, where he held senior management positions,
including Chief Financial Officer. Mr. Rivera has also served in higher education
administration and in the Civil Division of the U.S. Department of Justice. Mr.
Rivera holds a Doctorate in Management from Case Western Reserve University,
an MBA from the University of Rochester, a J.D. degree from New York
University, and a B.S. from Houghton College. Mr. Rivera is a Certified
Management Accountant (CMA) and Certified in Financial Management (CFM).
Skills and Attributes
Mr. Rivera brings significant global experience in finance and operations,drawing from his executive roles at large multinational companies. His priorfinance and management experience enhances our Board’s oversight ofstrategic development activities, evaluation of M&A opportunities andsuccession planning.

Audit

18

Compensation| 2022 Proxy Statement

Nominating, Governance and Sustainability★ Chair
jll.comCorporate Governance Proposal 1 - Election of Directors

Christian Ulbrich
Age: 55
Director since 2016
Committees: None

Professional, Leadership and Service Experience
Mr. Ulbrich has been the Chief Executive Officer and President of JLL since
October 2016. He is also the Chairman of our GEB. From June 2016 throughSeptember 2016, Mr. Ulbrich was President of JLL, having previously served as
the Chief Executive Officer for our Europe, Middle East and Africa (EMEA)
business segment since 2009. Mr. Ulbrich has been a member of theSupervisory Board of Vonovia SE, Europe’s largest residential real estatecompany, since 2014.
Skills and Attributes
Our Board benefits from Mr. Ulbrich’s 16 years of experience at JLL, seven ofwhich were as the CEO of our EMEA business, and as a member of our
GEB—particularly with respect to strategy, operations, the nature of ourbusiness and geographies and our client relationships, as well as his experiencemanaging an integrated business in a multi-cultural environment. His previous
chief executive and other management roles with financial institutions provide
important perspectives on organizational leadership and on client needs andperspectives. Mr. Ulbrich’s current service on the board of a major German
public company, Vonovia SE, contributes comparative insights on corporate
governance and organization.

The Board recommends a vote FOR the election of each of these nominees as Directors.

Audit

Compensation

Nominating, Governance and Sustainability★ Chair| 2022 Proxy Statement

19

Corporate Governance Corporate Governance Principles and Board Matters

Shareholder recommendations
Any shareholder recommendations for individuals to be considered
as potential nominees must be in writing and should include thecandidate’s name, age, business address, principal occupation andqualifications for Board membership, as well as evidence theproposed nominee consents to serve as a Director if elected. All

candidates recommended by shareholders will be considered in thesame manner as any other candidate. For more information, see“What is the deadline to propose actions for consideration at next
year’s annual meeting of shareholders or to nominate individuals toserve as Directors?” on page 76.

Proxy accessOur “Proxy Access for Director Nominations” bylaw permits ashareholder, or a group of up to 20 shareholders, owning at least 3%of JLL’s outstanding common stock continuously for at least three
years, to nominate and include in our proxy materials one or more
Director nominees, constituting up to two individuals or 20% of theBoard (whichever is greater). Shareholders who wish to nominate acandidate to be included in our proxy materials should review all therequirements prescribed by Article III, Section 15 of JLL’s Bylaws,
which are available on the Investor Relations page of our website atwww.ir.jll.com. For more information, see “What is the deadline topropose actions for consideration at next year’s annual meeting ofshareholders or to nominate individuals to serve as Directors?”on page 76.

Majority voting
In an uncontested election (where the number of board seats equals
the number up for election), each Director is elected by a majority ofthe votes cast with respect to the Director at any meeting at which aquorum is present. A majority of the votes cast means that the
number of shares voted “for” a Director must exceed the number ofvotes cast “against” that Director (with abstentions and broker
non-votes not counted as votes cast). In the event of a contested
election, Directors will be elected by the vote of a plurality of theshares represented in person or by proxy at any such meeting andentitled to vote on the election of Directors.
In the event an incumbent Director fails to receive a majority of thevotes cast in an uncontested election, such Director must promptly
tender a resignation to the Board. The Nominating, Governance andSustainability Committee (or another committee designated by the
Board) must make a recommendation to the Board whether toaccept or reject such resignation, or whether other action should betaken. The Board must act on the resignation, taking into accountthe Nominating, Governance and Sustainability Committee’s
recommendation, and publicly disclose its decision (and, if such
resignation is rejected, the rationale behind the decision) within 90
days following certification of the election results. The Nominating,Governance and Sustainability Committee in making its
recommendations, and the Board in making its decision, may eachconsider any factors or other information that it considers
appropriate and relevant. The Director who tenders a resignation
will not participate in these deliberations. If such incumbent
Director’s resignation is not accepted by the Board, the Director willcontinue to serve until the next annual meeting and until a
successor is duly elected, or his or her earlier resignation or removal.
If an incumbent Director’s resignation is accepted by the Board, or if
a non-incumbent nominee for Director is not elected, then the
Board, in its sole discretion, may fill any resulting vacancy or may
decrease the size of the Board.

Corporate governance principles and Board matters
Key governance documents and policies
We maintain a corporate governance section on the Investor Relations page of our website at www.ir.jll.com, where you can find:● our Articles of Incorporation and our Bylaws;● our Corporate Governance Guidelines;● charters for each of our Audit, Nominating, Governance andSustainability, and Compensation Committees;● the Statement of Qualifications for Members of the Board of

Directors;● the complaint procedure for auditing and accounting matters;andWe will make any of this information available in print to any
shareholder who requests it by writing to our Corporate Secretary at
Jones Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago,
Illinois 60601.
The Board regularly reviews corporate governance developments
and modifies our Bylaws, Corporate Governance Guidelines andcommittee charters accordingly. Our Code of Business Ethics applies
to all employees, including all our executive officers and Directors.

● our Code of Business Ethics.

20| 2022 Proxy Statement

jll.comCorporate Governance Corporate Governance Principles and Board Matters

Enhanced Board Oversight Over Environmental, Social, Legislative,
Regulatory and Public Policy Matters
In March 2022, in furtherance of JLL’s commitment to corporate
sustainability, the Board adopted an amended Charter of theNominating and Governance Committee which added Sustainability
as part of the Committee’s purpose. In addition, the Nominating andGovernance Committee was renamed to the Nominating,Governance, and Sustainability Committee to more accurately alignwith its responsibility to assist the Board in overseeing theCompany’s policies and programs and related risks to the Company
that concern certain environmental, social, legislative, regulatory
and public policy matters (ESG). The Nominating, Governance andSustainability Committee is also assigned the following
responsibilities:● Review and discuss JLL’s implementation of procedures for

identifying, assessing, monitoring and managing ESG andsustainability risks related to JLL’s business;● Review and discuss JLL’s integration of ESG and sustainability

policies, practices and goals into its business strategy anddecision-making;● Review JLL’s sustainability program and goals and JLL’s progress

toward achieving those goals; and● Review in advance and discuss JLL’s voluntary ESG andsustainability reporting.

● Review and discuss and bring to the attention of the Board current

and emerging ESG and sustainability policy trends that could
impact JLL’s business operations, performance, and reputation;

Director independence
Our Corporate Governance Guidelines provide that a majority of our
Directors must be independent. For a Director to be considered
independent, the Board must determine that the Director does nothave any direct or indirect material relationship with JLL and meets
all additional criteria for independence established by the New York
Stock Exchange (NYSE). The Board has determined that all of our
Directors are independent except Mr. Ulbrich, our Chief Executive
Officer. All the members of the Board’s three standing committees
are independent.
In connection with the independence determinations for each of our
non-employee Directors, the Board considered transactions andrelationships between each Director, or any member of his or her
immediate family, and JLL and its subsidiaries and affiliates. The
Board also considered whether there were any transactions or
relationships between JLL and a Director, or any member of his or

her immediate family (or any entity in which a Director or any
immediate family member is an executive officer, general partner, or
significant equity holder). Ultimately, the Board concluded that thetransactions considered were routine and normal, and that no
Director derived a material benefit from the transactions. None ofthese transactions was considered a material relationship that
impacted a Director’s independence. In particular, in determiningthat Ms. Petach is independent, the Board considered her service as
director of certain companies affiliated with BlackRock, Inc., which
companies collectively constitute a significant shareholder of JLL.
The Board determined that these relationships do not compromise
Ms. Petach’s independence. Further, we have implemented
procedures, to which BlackRock has agreed, to avoid conflicts ofinterest with respect to information regarding JLL.

Board leadership structure
Our leadership structure separates our Chief Executive Officer andChairman of the Board positions. We believe this approach is useful
and appropriate for a complex and global organization such as ours,
as it provides independent Board leadership and engagement whileallowing our Chief Executive Officer to focus on his primary
responsibility for managing JLL’s day-to-day operations.

● Establish each Board meeting agenda, consulting with the Chief

Mr. Mehta, a non-employee Director, has served in the Chairman rolesince July 2020.

support of his successful performance, attend internal company
meetings as required, and encourage direct communications
between the Chief Executive Officer and individual members of
the Board; andThe duties of the Chairman of the Board include the following:● Chair Board meetings and encourage constructive engagement

and open communications;● Preside over regularly-scheduled executive sessions of our

non-employee Directors;● Coordinate the activities of, and facilitate communications

among, our non-employee Directors;● Chair our annual shareholders’ meetings;

Executive Officer and the Global Chief Legal Officer, and ensurethat the agenda and materials are complete and timely andaddress the key priorities;● Represent JLL with clients and shareholders as required;● Act as a mentor and confidant to the Chief Executive Officer in● Maintain regular and open dialogue with Board members

between meetings.

The Board has determined that each person who serves as
Chairman of the Board, if that person is independent, willautomatically also serve as a member of each of the Board’s
committees.

| 2022 Proxy Statement

21

Corporate Governance Corporate Governance Principles and Board Matters

Board meetings and attendance
The full Board held 10 meetings during 2021. Each Director
attended, in aggregate, at least 75% of all meetings of the Board andof any committee on which such Director served during the periods
in which such Director served. Our non-employee Directors meet in
executive session without management participation, either before
or after every Board meeting. The Chairman of the Board presides
over these executive sessions.

We strongly encourage all Board members to attend the annual
meeting of shareholders each year. All of our Directors on the Board
at the time were present at our 2021 Annual Meeting of
Shareholders. Due to the COVID-19 pandemic, all meetings in 2021,
including the 2021 Annual Meeting of Shareholders, were held byvideoconference.

Board committees
The Board has established the Audit, Nominating, Governance andSustainability, and Compensation Committees to assist it indischarging its responsibilities. The members and number of
meetings for each of these committees in 2021 and their primary
responsibilities are listed below. In March 2022, the Nominating andGovernance Committee of the Board amended its Charter to include
oversight of our policies and programs and related risks to JLL thatconcern certain environmental, social, legislative, regulatory andpublic policy matters. A complete list of the responsibilities of eachcommittee can be found in the committee charters, which areavailable in the corporate governance section on the Investor
Relations page of our website at www.ir.jll.com.

All members of the Audit, Nominating, Governance andSustainability, and Compensation Committees are
non-employee Directors who are independent under NYSE
listing standards, JLL’s Corporate Governance Guidelines, andapplicable rules under the Securities Exchange Act of 1934 Act(the 1934 Act).

Audit Committee
Members*

The Audit Committee acts on behalf of the Board to monitor

Ann Marie Petach (Chair)
Matthew Carter, Jr.
Tina Ju
Bridget Macaskill
Siddharth (Bobby) Mehta
Jeetendra (Jeetu) I. Patel
Efrain Rivera● the integrity of JLL’s financial statements,● the qualification, independence and performance of JLL’s independent registered public accounting

Number of Meetings in 2021: 9
98% attendance by all members*Efrain Rivera was a member ofthe Audit Committee beginning in
October 2021

22

| 2022 Proxy Statement

firm,● the performance of our internal audit function; and● our compliance with certain legal and regulatory requirements.

See also the “Audit Committee Report” on page 70.
Our Board has determined that each member of our Audit Committee is “financially literate” as requiredby the NYSE. Our Board has also determined that Ms. Petach is an “audit committee financial expert” asdefined by SEC rule.

jll.comCorporate Governance Corporate Governance Principles and Board Matters

Compensation Committee
Members*

The Compensation Committee acts on behalf of the Board to

Hugo Bagué (Chair)
Samuel A. Di Piazza, Jr.
Deborah H. McAneny
Siddharth (Bobby) Mehta
Sheila A. Penrose● formulate, evaluate and approve the compensation of JLL’s GEB,
● oversee all compensation programs involving the use of JLL common stock; and● approve performance goals for our GEB incentive compensation programs and review the extent to

Number of Meetings in 2021: 6
100% attendance by all members*Tina Ju was a member of theCompensation Committee
through December 2021

which those performance goals have been achieved at the end of each performance period.

See also the “Compensation Committee Report” on page 51.
The Board has determined that all Compensation Committee members are independent within themeaning of NYSE rules, including the heightened independence criteria for Compensation Committee
members. All are “non-employee” directors under SEC rules and outsider directors under the Internal
Revenue Code.
Compensation Committee interlocks and insider participation
There are no Compensation Committee interlocks, and there is no insider participation on theCompensation Committee. Certain executive leaders attend meetings of the Compensation Committee
in order to present information and answer questions.

Nominating, Governance and Sustainability Committee
Members

The Nominating, Governance and Sustainability Committee acts on behalf of the Board to

As a policy matter, all of our
non-employee Directors areautomatically members of thiscommittee. Mr. Carter serves as
Chair.

● identify and recommend qualified candidates to be Director nominees and to fill vacancies on the

Number of Meetings in 2021: 4
100% attendance by all members

Board occurring between annual meetings,● recommend Directors to serve on each Board committee,● develop and recommend the Corporate Governance Guidelines,● oversee JLL's policies and programs and related risks to JLL that concern certain environmental,social, legislative, regulatory and public policy matters; and● lead the annual review of the Board’s performance.

The term of Sheila Penrose is expiring at the 2022 Annual Meeting, and she is not standing for reelection. Accordingly, Ms. Penrose will cease toserve on the above-mentioned committees upon the expiration of her term at the 2022 Annual Meeting.

Director orientation and continuing education
We provide new Directors with an initial orientation about JLL,
including our business operations, strategy, code of ethics andpolicies, including those with regard to sustainability, integrated
reporting, tax, audit, financial reporting, talent, reward, andgovernance.
All of our Directors have access to resources and ongoingeducational opportunities to help them stay current aboutdevelopments in corporate governance and critical issues relating tothe operation of public company boards and their committees.

We actively participate in various professional organizations thatprovide training opportunities and information about best practices
in corporate governance and business ethics.
Our Directors also visit company offices in different cities as part ofregularly scheduled Board meetings. These visits typically include
sessions with management, staff and clients.

| 2022 Proxy Statement

23

Corporate Governance Corporate Governance Principles and Board Matters

Annual Board self-assessments
Our Board annually conducts a process, including a self-assessment, to determine whether it and its committees are functioning effectively
and how they might enhance their effectiveness. Our Board evaluation process alternates each year.
Information
GatheredCompilation and Initial Review
of Information

Committee and Full Board
Sessionsz (Odd Years) An independent consultantz (Odd Years) The independent consultant

z The independent consultant or Chair

conducts a one-on-one assessmentwith each director in January andFebruary regarding Board and committee
effectiveness and engagement.
z (Even Years including 2022) Each Director
completes a written self-assessment
questionnaire on an anonymous basis in
January regarding Board and committee
effectiveness and engagement.

or internal legal personnel, as applicable,
compiles information from these individual
assessments without individual attribution.
z (Even Years including 2022) The Chairof the Nominating, Governance andSustainability Committee reviews theanonymized information from theindividual assessments, including with theindependent consultant, as applicable.

of the Nominating, Governance andSustainability Committee, as applicable,
leads a discussion with the full Board at its
March meeting regarding the assessments
provided by the Board members.
z The Board continues the discussion
around Board and committee effectivenessand engagement in non-management
executive sessions.
z As needed, individual Board committees
discuss assessments provided.

The Board’s role in enterprise risk oversight
Successful management of our enterprise risks is critical to JLL’s
long-term sustainability. Management is responsible for identifying
and mitigating JLL’s enterprise risks, but the Board and its
committees take active roles in overseeing that effort. In particular,
the Board focuses on substantive aspects of management’s
evaluation of enterprise risks and the efforts management is taking
to avoid and mitigate them, including with respect to cybersecurity.
The Audit Committee focuses on the process management follows
to continuously identify enterprise risks and monitors the mitigation
efforts management has established. The Audit Committee annually
discusses with management the process that has been followed inorder to establish an enterprise risk management report. This reportreflects the then-current most significant enterprise risks thatmanagement believes JLL faces, the efforts' management is taking
to avoid or mitigate the identified risks, and how our internal audit
function proposes to align its activities to mitigate the identified
enterprise risks.

The Compensation Committee monitors and discusses withmanagement those risks that are inherent in our compensation
programs. As a regular part of its deliberations, the Compensation
Committee considers how the structure of our compensation
programs will affect risk-taking, and the extent to which those
programs drive alignment with JLL’s long-term success and theinterests of our shareholders. The Compensation Committee
comments on this aspect of our compensation program under “How
we make compensation decisions” on page 40.
The Nominating, Governance and Sustainability Committeemonitors and discusses with management those risks that are
inherent in our corporate governance and compliance programs. In
the normal course of its activities, our Nominating, Governance andSustainability Committee reviews emerging best practices incorporate governance and stays abreast of changes in laws andregulations that affect the way we manage the organization.

The Board’s role in human capital oversight
The Board exercises active oversight over our overall human capital management process, including diversity and inclusion, training anddevelopment, well-being and health and safety. The Board also oversees the work of its Compensation Committee in developing corporate
policies and frameworks designed to attract, retain, engage, and develop a workforce that aligns with our values and organizational purpose.

24| 2022 Proxy Statement

jll.comCorporate Governance Corporate Governance Principles and Board Matters

The Board’s role in information and data security oversight
Our Board of Directors oversees the Company’s Information Security
Program. In order to respond to the threat of security breaches andcyberattacks, we have developed a program, overseen by theCompany’s Global Chief Information Officer, that is designed toprotect and preserve the confidentiality, integrity and continued
availability of all information owned by, or in the care of, theCompany. We maintain a cyber incident response plan that includes
controls and procedures for timely and accurate reporting of any
material cybersecurity incident and an information security training
program for employees who have access to Company or client
related sensitive or personal information. JLL also maintains a cyberrisk insurance policy. We have experienced various types ofcyber-attack incidents, which to-date have been contained and havenot been material to us as a whole. The Audit Committee, which istasked with oversight of certain risk issues, including cybersecurity,
receives quarterly reports from the Global Chief Information Officer
and Chief Information Security Officer, and the quarterly reports also
are shared with the full Board. The Audit Committee regularly briefs
the full Board of Directors on these matters, and the full Board also
receives periodic briefings regarding our Information Security
Program and cyber threats in order to enhance our directors’ literacy
on cyber issues.

Shareholder engagement
Why we engage
Shareholder engagement is a core JLL practice that is a significant part of our ongoing dialogue with our stakeholders to ensure that existingand potential investors understand our key decisions and that we understand their priorities.

Key topics of engagement● Global business strategy and performance● Corporate governance● Human capital management and executive compensation● ESG matters

2021 investor outreachOur investor engagement initiatives occur year-round. During 2021,
JLL provided institutional investors with a wide variety ofopportunities to provide feedback through different channels
including through our:
● Investor Outreach Program: Outreach to our top 10 investors,

representing holders of approximately 55% of our shares. Our
Chairman participated in engagements with several large
shareholders.

Governance

Strategy

300+
Investor
Meetings● Meetings & Conferences: More than 300 one-on-one investor

meetings and calls, reaching holders of approximately 40% of ourshares and participation in four industry conferences.

● Webcasts: Management hosted three webcasts to provide

Human CapitalManagement

ESG

updates on key developments across business lines including
JLL’s global sustainability framework, development goals, andprogress to date.

| 2022 Proxy Statement

25

Corporate Governance Corporate Governance Principles and Board Matters

Corporate sustainability
We partner with our stakeholders to drive innovative, impactful, sustainable change by embedding sustainability into everything we do.
Sustainability facilitates our ability to deliver long-term value to our shareholders, create productive, healthy spaces for our clients andemployees, and energize our communities.
We’ve already achieved much to be proud of, but our vision is to do more to embed sustainability across the whole business and deliver our
purpose to shape the future of real estate for a better world.
Our purpose has deep roots in our identity and history, and is the guiding principle informing our sustainability program. We partner with our
stakeholders to deliver sustainability through:Key issue

Definition

Climate action
for sustainable real estate

Healthy spaces
for all people

Inclusive places
for thriving communities

We take urgent climate actionthat accelerates the transition to
net zero, enhances performance,
mitigates risks and helps shape abetter world

We create safe and healthy
spaces that promote
productivity, wellbeing andsustainability

We provide fair and inclusive
places that create positive social
impact and equal opportunities

Our market position enables us to take actions that contribute to a better world. In so doing, we demonstrate our responsibility as anorganization, bring our purpose to life, add value to our brand, and use our position to attract and retain talent.
Sustainability matters to our clients for many of the same reasons it matters to us. They want to enhance the value of their real estate assets
and drive operational efficiencies and cost savings. They also seek to attract and retain a productive, healthy and diverse workforce andachieve positive impacts in their communities. Like JLL, many of our clients have their own sustainability goals and are seeking partners who
can help them achieve their objectives.
With JLL managing 5 billion square feet of space globally for our clients — approximately 1100x the square footage that we ourselves occupy— our greatest opportunity for impact is with and through our clients.
Our expertise addresses the entire lifecycle of a building and human experience, from design and planning of buildings through toconstruction, occupation, management, refurbishment and exit. We offer advice on how sustainability considerations can be embedded ateach of these stages to maximize value. JLL’s sustainability professionals provide market-leading solutions to make our buildings smart,healthy and productive. And through LaSalle, with its ESG best practices, we enhance the performance of our clients’ investments.
Refer to our annual Global Sustainability Report for more detailed research, case studies and information, including JLL's commitment to
net-zero carbon operations for our leased offices and updates on progress toward achieving our broader net-zero emissions target, which wascertified to the new Net-Zero Standard by the Science Based Target initiative (SBTi) in 2021.

Communicating with our Board
We value the continued interest of and feedback from ourshareholders and other parties, and we are committed tomaintaining our active dialogue with you. Shareholders and otherinterested parties may communicate directly with our Board of
Directors by email or regular mail. If you wish to communicate onlywith our non-employee Directors, or with a particular Director
individually, please so note in your communication.

26| 2022 Proxy Statement

By emailboardofdirectors@jll.com
Corporate Secretary will
forward to all Directors

By mail
Jones Lang LaSalle Incorporated
c/o Corporate Secretary
200 East Randolph Drive
Chicago, Illinois 60601
Corporate Secretary will forward
unopened to the intended recipient(s)jll.comCorporate Governance Corporate Governance Principles and Board Matters

Review and approval of transactions with interested persons
We have adopted a conflict of interest policy as part of JLL’s Code ofBusiness Ethics, which sets forth our expectation that all Directors,
executive officers and JLL employees will make business decisions
and take actions based upon JLL’s best interests rather thanpersonal relationships or benefits.
The Board has also adopted a formal written policy requiring thereview and approval of any transaction, arrangement or relationship(or any series of similar transactions, arrangements, or relationships)(1) that involves a potential corporate opportunity or in which wewere, are, or will be a participant, (2) where the amount involved

exceeds $120,000, and (3) in which any of the following persons had,
has or will have a direct or indirect material interest:● A Director, nominee for Director or executive officer;● Any beneficial owner of more than 5% of any class of our voting

securities;● Any immediate family member of the foregoing persons; and● Any entity in which any of the foregoing persons has a substantial

ownership interest or control.

Prohibition on insider trading, pledging or hedging
Our insider trading policy provides that all Directors, members of our
GEB, selected senior leaders, and members of their immediatefamilies must pre-clear all trades in JLL stock with our Global Chief
Legal Officer, and they, together with other designated employees,
may not trade during designated “blackout periods” (except underapproved SEC Rule 10b5-1 trading plans).
Our insider trading policy prohibits our Directors, employees, andtheir immediate family members, from engaging in shorts sales andtransactions in derivatives of JLL stock, pledging JLL stock as

collateral and holding JLL stock in margin accounts. Our insider
trading policy strongly discourages our Directors, employees, andtheir immediate family members, from engaging in hedging ormonetization transactions designed to offset decreases in themarket value of JLL stock, including “zero-cost collars” and “forward
sale contracts,” and requires that such persons must provide ajustification for any such transaction and request pre-clearance from
our Global Chief Legal Officer at least two weeks prior to any
proposed transaction.

Non-employee Director compensation
How we determine Director compensation● total mix of compensation;

Our Nominating, Governance and Sustainability Committee is
responsible for determining and recommending to the Board theoverall compensation program for our non-employee Directors. We
use a combination of cash and stock to provide compensation to
our non-employee Directors that is:● board retainers and meeting fees;● Aligned with the interests of our shareholders, in part byemphasizing equity compensation over cash;● Sufficient to attract and retain the highest caliber individuals whomeet the established criteria for Board membership;● Reflective of the demands placed on Board and committee

members by a complex and geographically dispersed, globalorganization operating in highly competitive and dynamic
markets; and● Competitive based on compensation paid to directors at otherfirms under broadly similar circumstances.

With the assistance of its external compensation consultant, theNominating, Governance and Sustainability Committee gathers dataon board compensation for those companies in the peer groups that
the Compensation Committee uses as comparisons for executive
compensation. (For more information on the compensation peergroups, see “How we make compensation decisions,” which begins
on page 40.) In addition, the Nominating, Governance andSustainability Committee reviewed data on board compensation forthe same companies that Institutional Shareholder Services selected
in reviewing our executive compensation in 2021.
When reviewing these studies and data, the Nominating,Governance and Sustainability Committee seeks information
regarding:● compensation for serving on and for chairing committees;● equity ownership guidelines;● equity vehicles used and vesting schedules; and● compensation for Non-Executive Chairman.

Based upon internal guidelines, and with the objective of bringing
compensation generally in line with the median compensation
offered at peer companies, the Nominating, Governance andSustainability Committee then seeks to make any adjustment to theoverall compensation program deemed necessary to satisfy theabove criteria approximately every other year. During 2021, based ona review of non-employee Director compensation, the Nominating,Governance and Sustainability Committee recommended market
adjustments to non-employee Directors that were approved by the
Board. In addition, the irrevocable waivers of certain compensationby the Board members in response to the COVID-19 pandemic thatwere made in 2020 did not continue into 2021 as we emerged fromthe depths of the pandemic.
In consideration of emerging corporate governance best practices,
our Board has established a limit on the amount of equity and cash
compensation that can be paid to a non-employee Director in asingle year. The compensation limits, as described more fully in our
Stock Award and Incentive Plans, provide that the total annualcompensation for any fiscal year for non-employee Directors will belimited to $750,000, including the value of both the annual cash
retainer(s) and the grant date fair value of the annual equity award.
The Board believes this is a meaningful limit.

| 2022 Proxy Statement27

Corporate Governance Corporate Governance Principles and Board Matters

Director compensation amounts for 2021
Following a 2021 compensation review, adjustments were made to bring the compensation program to a market competitive level. During2021, the compensation for our non-employee Directors consisted of three components as set forth below:

Annual Cash
Retainer(1)January-June (2021)● Each Director — $75,000(Prorated to $37,500)● Chairman of the Board — additional $140,000(Prorated to $70,000)
Annual Grant of
JLL Stock(2)(in addition toretainers)

Annual Cash
Retainer forCommittee Chairor Member

Prior to 2021 Amendment

July-December (2021)● Each Director — $100,000(Prorated to $50,000)● Chairman of the Board — additional $60,000(Prorated to $30,000)

Following 2021 Amendment● Each Director — Annual grant of RSUs valued at $145,000 ● Each Director — Annual grant of JLL common stock

valued at $185,000 (in 2021 each Director received a$40,000 true-up award of common stock)● Chairman of the Board — additional annual grant ofcommon stock valued at $110,000(3)● Audit Committee Chair — $25,000● Compensation Committee Chair — $25,000● Nominating, Governance and Sustainability Committee Chair — $15,000(4)● Audit Committee member (other than chair) — $10,000● Compensation Committee member (other than chair) — $10,000● Nominating, Governance and Sustainability Committee member (other than chair) — $5,000

Paid annually in third quarter(1) In 2021, the Board approved a $25,000 increase to the annual cash retainer for each Director from $75,000 to $100,000. For the first six months of 2021, each Director
received a pro-rated amount of a $75,000 annual cash retainer, equal to $37,500, and for the second six months of 2021, each Director received a pro-rated amount ofa $100,000 annual cash retainer, equal to $50,000. Mr. Rivera received a pro-rated annual cash retainer equal to $25,000 tied to the date he joined the Board on
October 1, 2021. In 2021, the Board also approved an adjustment to the additional annual retainer for the Chairman of the Board from a $140,000 cash retainer to a
$60,000 cash retainer. In 2021, Mr. Mehta received a pro-rated amount of the annual additional retainers for the Chairman of the Board equal to a total cash award of$100,000.
(2) In 2021, the Board approved an increase in the annual equity grant for each Director from $145,000 to $185,000 and also determined that on a go forward basis eachdirector would receive equity in the form of JLL common stock as opposed to restricted stock units. In 2021, with the exception of Mr. Rivera who joined the Board in
October 2021 and received a pro-rated grant of common stock equal to $138,850, each Director received a grant of $145,000 in restricted stock units and a $40,000
true-up award in the form of JLL common stock. The number of restricted stock units awarded was based on the closing price of our common stock on the grant date,
which historically has been the day after the annual meeting of shareholders. Subject to continued service on the Board, half of the restricted stock units will vest on
the 18-month anniversary of the grant date and the other half will vest on the third anniversary. Upon the termination of a non-employee Director’s service to theBoard, restricted stock units awarded vest in full, in part, or become completely forfeited as the Board or the Chairman of the Nominating, Governance andSustainability Committee determines based on factors including the circumstances for the non-employee Director’s leaving the Board including, but not limited to,conflict of interest, timing of exit and tenure, attendance, and performance and contribution to the Board.
(3) In 2021, the Board approved an additional equity award of JLL common stock for the Chairman of the Board equal to $110,000.
(4) In 2021, the Board approved a $5,000 increase to the annual cash retainer for the Nominating, Governance and Sustainability Committee Chair from $10,000 to$15,000 which was paid in the third quarter of 2021.

As noted above, the Chairman of the Board receives an additional
annual retainer in consideration of undertaking the responsibilities
and time commitments associated with that position. To determinethat compensation, the Nominating, Governance and Sustainability
Committee meets in executive session, without the Chairman being
present. In 2021, the Nominating and Governance Committee set the
Chairman’s additional annual retainer as $60,000 in cash and$110,000 in JLL common stock compared to a $140,000 cash
retainer in the prior year.
We do not pay meeting fees, but JLL reimburses all Directors forreasonable travel, lodging and related expenses incurred inattending meetings. We do not provide perquisites to our
non-employee Directors. Directors who are also officers or
employees of JLL do not receive any additional compensation forserving on the Board.
28| 2022 Proxy Statement

Non-employee Directors may elect to receive any or all of their cash
retainers as JLL common stock, with the number of shares
determined on a quarterly basis based on the closing price of ourcommon stock on the last trading day of the immediately preceding
quarter. Non-employee Directors may also elect to defer distributionof the shares they have elected to receive in lieu of any or all of their
cash retainers.
Non-employee Directors who are subject to U.S. income tax also
may participate in the Deferred Compensation Plan that we haveestablished for certain U.S.-based employees. The Deferred
Compensation Plan is a nonqualified deferred compensation
program that enables eligible participants to voluntarily defer up to
100% of their cash retainers, common stock grants, and restricted
stock unit grants upon vesting.

jll.comCorporate Governance Corporate Governance Principles and Board Matters

Non-Executive Director compensation for 2021
The following table provides information about the compensation paid to our current Non-Executive Directors for their services during 2021.
Mr. Ulbrich does not receive compensation for his service on the Board.

Name

Hugo Bagué

Fees Earnedor Paid in
Cash(1)

StockAwards(2)OptionAwardsNon-Equity
Incentive Plan
Compensation

Change in
Pension Valueand NonqualifiedDeferredCompensation
Earnings$117,500$185,000

—

—

—

—

$302,500

All Other
Compensation

Total(2021)

Matthew Carter, Jr.

$102,500$185,000

—

—

—

—

$287,500

Samuel A. Di Piazza, Jr.

$102,500$185,000

—

—

—

—

$287,500

Tina Ju$65,000$185,000

—

—

—

—

$250,000

Ming Lu$37,500

$0

—

—

—

—

$37,500

Bridget A. Macaskill$102,500$185,000

—

—

—

—

$287,500

Deborah H. McAneny$102,500$185,000

—

—

—

—

$287,500

Siddharth (Bobby) Mehta$212,500$295,000

—

—

—

—

$507,500

Martin H. Nesbitt(3)$37,500

$0

—

—

—

—

$37,500

Jeetendra (Jeetu) I. Patel$102,500$185,000

—

—

—

—

$287,500

Sheila A. Penrose$112,500$185,000

—

—

—

—

$297,500

Ann Marie Petach$117,500$185,000

—

—

—

—

$302,500

Efrain Rivera$36,250$138,750

—

—

—

—

$175,000(3)(1) The amounts in this column reflect the aggregate cash fees that each Director earned during 2021, as his or her retainer for Board membership and all Chair andCommittee retainers, to the extent applicable. We do not pay fees for attendance at individual meetings. Messrs. Bagué, Di Piazza and Rivera and Ms. Ju elected toreceive the amount of their cash retainer payments in deferred shares instead.
(2) With the exception of Mr. Rivera who joined the Board on October 1, 2021, the stock awards in this column reflect the annual retainer of $145,000 in restricted stock
units and $40,000 in JLL common stock we granted to each Director. Mr. Rivera received a pro-rated amount of a $185,000 common stock grant due to the timing of
the quarter when he joined the Board. Mr. Mehta received an additional equity award of JLL common stock for the Chairman of the Board equal to $110,000. The
amount of shares issued was rounded to the nearest whole share. The amounts we report in this column reflect the grant date fair values of the stock awards wemade to our non-employee Directors during 2021 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718,
Compensation — Stock Compensation. The aggregate number of stock awards outstanding at December 31, 2021, held by non-employee Directors consisted of thefollowing restricted stock units: Mr. Bagué — 2,056; Mr. Carter — 2,056; Mr. Di Piazza — 2,056; Ms. Ju — 750; Mr. Lu — 2,040; Ms. Macaskill — 2,056; Ms. McAneny — 1,968
Mr. Mehta — 1,968; Mr. Nesbitt — 2,040; Mr. Patel — 2,056; Ms. Penrose — 2,056; Ms. Petach — 2,056; and Mr. Rivera — 720.
(3) Mr. Lu and Mr. Nesbitt did not stand for reelection to the Board at the 2021 Annual Meeting. Their compensation in 2021 reflects non-executive Director compensation
earned for the period of time during which they served on the Board in 2021.

| 2022 Proxy Statement

29

Corporate Governance Corporate Governance Principles and Board Matters

Non-employee Director stock ownership
To align the interests of our Board members with the interests of ourshareholders, our Board has adopted stock ownership requirements
for non-employee Directors. In September 2021, the Board increased
the stock ownership requirements for non-employee Directors tofurther align the interests of our Board members with the interests ofour shareholders. Specifically, by the fifth anniversary of first being
elected to the Board, each Director must have acquired (and mustretain while serving as a Director) shares of JLL common stock worth$500,000 based on the most recent closing price. Prior to September
2021, a non-employee Director would have satisfied the stock
ownership requirements if by the fourth anniversary of first being
elected to the Board, such Director had acquired (and retained whileserving as a Director) at least the lessor of (1) 6,000 shares of JLL

Common stock, or (2) shares of JLL common stock worth $450,000
based on the most recent closing price.
Shares underlying all unvested restricted stock units that have been
granted to a Director, shares that a Director has elected to take ordefer in lieu of cash retainer compensation and shares that a
Director has deferred under any deferred compensation plan, counttoward this requirement. As of April 1, 2022, each of our
non-employee Directors who has served on the Board for five years
or more exceeds the minimum stock ownership requirement. Sheila
Penrose is stepping down as a Director when her term ends at the2022 Annual Meeting. Larry Quinlan is a first-time nominee as
Director at the 2022 Annual Meeting and as of April 1, 2022, owns noshares of our common stock.

As of April 1, 2022, when the price per share of our common stock at the close of trading on the NYSE was $236.61, our current non-employee
Directors had the following ownership interests:
Shares Directly Owned(#)

Restricted
Stock Units (#)

Total (#)

Value atApril 1, 2022

19,033

2,056

21,089$4,989,868

Matthew Carter, Jr.

2,009

2,056

4,065

$961,820

Samuel A. Di Piazza, Jr.

11,9872,056

14,043$3,322,714

559

750

1,309

$309,722

Name

Hugo Bagué

Tina Ju30

Bridget Macaskill

5,099

2,056

7,155

$1,692,945

Deborah H. McAneny

11,372

1,968

13,340$3,156,377

Siddharth (Bobby) Mehta

1,840

1,968

3,808

$901,011

Jeetendra (Jeetu) I. Patel

1,472

2,056

3,528

$834,760

Sheila A. Penrose

52,042

2,056

54,098$12,800,128

Ann Marie Petach

5,522

2,056

7,578

$1,793,031

Efrain Rivera

813

—

813

$192,364| 2022 Proxy Statement

jll.comCorporate Governance Corporate Governance Principles and Board Matters

Executive officers
We would like to introduce JLL’s current executive officers. These individuals were appointed by, and serve at the discretion of, our Board.
There are no family relationships among any of our Directors or executive officers. Information about Christian Ulbrich, our Chief Executive
Officer and Chairman of our GEB, is included above under “Our 2022 Director nominees” at page 17.

Members of JLL Global Executive Board
Laura Adams, 53, will be promoted to Chief Human Resources Officer
and will become a member of the GEB effective July 1(1). Ms. Adams
presently serves as the Global HR Lead for JLL’s Markets Advisory,
Capital Markets and Work Dynamics segments. Ms. Adams joined JLL
in 2005 following senior HR roles with Washington Mutual Bank andDiamond Technology Partners. She has extensive experience inaligning people programs to business strategy and driving large-scalecomplex change, and is a passionate advocate of diversity, equity andinclusion.
Richard W. Bloxam, 50, has been our Chief Executive Officer, CapitalMarkets since 2017, and he has additional oversight for Valuation
Advisory and Research. Mr. Bloxam was formerly the head of CapitalMarkets for JLL in EMEA for six years, and before that he served invarious positions of increasing responsibility for JLL’s CapitalMarkets business in EMEA.
Karen Brennan, 44, has been our Chief Financial Officer since
July 2020. Previously, Ms. Brennan spent more than 20 years with
LaSalle, most recently as Chief Executive Officer of LaSalle’s
operations in Europe based in the United Kingdom, and prior to that
she held positions of increasing responsibility in real estate
investment management in the United States, Singapore and Hong
Kong.
Yishai Lerner, 47, has been Co-CEO of JLL Technologies, ourtechnology business, since 2019 and Co-CEO of Spark, our Proptech
venture fund, since 2017. Mr. Lerner, along with Mr. Shah,co-founded Mob.ly, which built several category-leading
location-based mobile applications, where he was CTO until Mob.ly
was sold to Groupon in 2010. At Groupon, where he stayed until
2013, Mr. Lerner became acting global engineering SVP and CTO.
Previously, he was also the first employee at numerous mobile
startups after an early career building artificial intelligence for video
games at Activision Studios. Mr. Lerner has angel invested andadvised many startups including Uber and Boom Supersonicsince 2009.
Neil Murray, 47, is Chief Executive Officer for our Work Dynamics(previously referred to as Corporate Solutions) business andChairman of our Global Work Dynamics Board. He joined JLL as
EMEA CEO, Corporate Solutions in 2017. Before joining JLL,
Mr. Murray was CEO of Corporate Services and Region Chair for the
UK and Ireland for Sodexo, Inc., where he served in various positionsof increasing responsibility from 2009.

Gregory P. O’Brien, 60, assumed responsibility as Chief Executive
Officer, Markets Advisory in January 2021. Prior to that and since2014, he was the Chief Executive Officer for our Americas businesssegment. Mr. O’Brien was previously the Chief Executive Officer of our
Americas Markets Solutions business, and prior to that he was Chief
Executive Officer of our Americas Brokerage business. He was Chief
Executive Officer of The Staubach Company prior to its merger withJLL in 2008.
Mihir Shah, 47, has been Co-CEO of JLL Technologies, ourtechnology business, since 2019 and Co-CEO of Spark, our Proptech
venture fund, since 2017. Mr. Shah, along with Mr. Lerner,co-founded Mob.ly, which built several category-leading
location-based mobile applications, where he was CEO until Mob.ly
was sold to Groupon in 2010. Mr. Shah was a senior executive at
Groupon, where he stayed until 2014. Previously, he was also a
product leader at Yahoo!, as well as an early employee at several
startups. Mr. Shah has angel invested and advised many startups
including Uber and Boom Supersonic since 2009.

Other JLL Section 16 Executive Officers
Ben Hawke, 37, was appointed to the role of Chief Accounting
Officer on March 1, 2022. He most recently served as JLL’s AssistantGlobal Controller and, prior to that, in various positions of increasing
responsibility within JLL’s global finance function since joining JLL
in January 2016. Before JLL, Mr. Hawke served in various financeroles at CNA Insurance for four years and in the audit practice atErnst & Young LLP for four years.
Mark Gabbay, 55, was named Chief Executive Officer of LaSalle
Investment Management, JLL’s investment management businesssegment, as of January, 1, 2021. From 2015 through 2020, he was the
CEO and chief investment officer for LaSalle Asia Pacific. Mr. Gabbay
joined LaSalle in 2010 as chief investment officer for Asia Pacific. His
previous experience includes heading up the asset finance divisionat Nomura, and working on the leadership team of the Asia Pacificglobal real estate group at Lehman Brothers.
Alan K. Tse, 50, has been our Chief Legal Officer and Corporate
Secretary since 2018, and has responsibility for Compliance, Internal
Audit, and Risk. Before joining JLL, Mr. Tse was Senior Vice President,
General Counsel and Corporate Secretary of Petco Animal Supplies,
Inc., from 2016 to 2018, and Executive Vice President, GeneralCounsel and Corporate Secretary of Churchill Downs Incorporated
from 2011 to 2016.

(1) Mary Bilbrey will continue to serve as JLL's Chief Human Resources Officer and a member of the GEB through June 30, 2022.

| 2022 Proxy Statement

31This page intentionally left blankProposal 2 - Advisory approval of executive
compensation
Compensation discussion and analysis

Executive
Compensation

34

Executive summary
How we make compensation decisions
Competitive assessment
2021 Base salary decisions
2021 Annual Incentive Plan
2021 GEB Long-Term Incentive Plan
Severance arrangements for NEOs
Additional information

34
35
38
39
41
42
45
47
48

Compensation Committee report

49

Executive compensation tables

50
50
52
53
54
54
54
60

2021 Summary Compensation Table
Grants of plan-based awards for 2021
2021 outstanding equity awards at fiscal year-end
Option exercises and stock vested during 2021
Retirement benefits
Termination and change in control payments
Chief Executive Officer pay ratio disclosure| 2022 Proxy Statement

33

Executive Compensation Proposal 2 - Advisory Approval of Executive Compensation

Proposal 2 - Advisory approval of executive compensation
As we do every year, we are asking our shareholders to approve, on an advisory basis, the compensation of our Named Executive Officers for
2021, as described in this Executive Compensation section.
As fully described in the Compensation Discussion and Analysis(CD&A), our Board believes our executive compensation program
has enabled us to retain top-quality executives who have been
appropriately motivated to act in the best interests of ourshareholders, clients, staff, and other stakeholders. We believe wehave an executive compensation program that encompasses bestpractices in compensation and appropriately incentivizes strong
operational and financial performance in both the current year andover the long term, thereby aligning the interests of our executives
with the interests of our shareholders.

Accordingly, our Board requests that you vote to approve the following resolution:
RESOLVED, that the shareholders of Jones Lang LaSalle
Incorporated approve, on an advisory basis, the compensation of its
Named Executive Officers, as disclosed in JLL’s Proxy Statement forthe 2022 Annual Meeting of Shareholders pursuant to thecompensation disclosure rules of the Securities and Exchange
Commission, including the Compensation Discussion and Analysis,
the compensation tables, and any related information.

While this vote is not binding on JLL, it will provide valuable
information to our Compensation Committee and management
regarding investor sentiment relating to our executive compensation
as we move forward.

The Board recommends you vote FOR the advisory say-on-pay vote approving JLL’s executive compensation.

Compensation discussion and analysis
This CD&A describes our executive compensation philosophy and program, as well as the specific compensation paid during the last fiscal
year to the five executives listed below (our Named Executive Officers, or NEOs). As part of their duties, these officers were also members of
our Global Executive Board (GEB) during 2021.

34

Name

Title

Christian Ulbrich

Chief Executive Officer and President

Karen Brennan

Chief Financial Officer

Yishai Lerner

Co-CEO, JLL Technologies

Mihir Shah

Co-CEO, JLL Technologies

Gregory O’Brien

Chief Executive Officer, Markets Advisory| 2022 Proxy Statement

jll.comExecutive Compensation Compensation discussion and analysis

Executive summary
Principles of our executive compensation program
Compensation aligns with shareholders’ interests. A significant
portion of our executives’ realized compensation aligns directly withthe long-term interests of our shareholders, and our executives
share with them in the performance of our stock.

There is an appropriate balance between short-term andlong-term compensation elements. We allocate compensation to
fixed and variable pay with an appropriate mix of short-term andlong-term pay elements.

There is a strong link between pay and performance. A significant
portion of our executives’ compensation is at risk and aligned withachievement of our financial and long-term strategic goals.

We maintain good corporate governance practices and avoid
incentives that may create excessive risk. Our compensationplans include specific policies and practices that mitigate risk andare designed to further align executive compensation with long-term
shareholder interests.

Compensation incentivizes behaviors that drive business.
Our incentive compensation plans incorporate relevant metrics andtargets to drive the behaviors necessary to accomplish ourshort-term and long-term goals.

The compensation program is easy to understand.
Our compensation program is easy to communicate andunderstand.

Pay for performance
How we align pay with performance
We are committed to aligning the compensation of our executives
with our financial and operational performance. Our Compensation
Committee oversees JLL’s executive compensation program anddesigns that program to motivate the NEOs to increase shareholder
value. Our program seeks to drive the achievement of both theshort- and long-term financial and strategic goals that management
establishes with the Board, without encouraging excessiverisk-taking. We believe the program aligns compensation withperformance in a direct and appropriate way.

Elements of executive compensation
We have three elements of total direct compensation: base salary,
annual incentive plan (AIP), and long-term incentive plan (LTIP).
We design our compensation program to provide balanced
incentives for the NEOs to drive both annual and long-term
performance. As illustrated in the charts below, in 2021, based ontarget performance, 91% of the total direct compensation was

2021 CEO
Compensation Mix at Target

performance-based for the Chief Executive Officer and 89% of thetotal direct compensation (on average) was performance-based forthe other NEOs. The variable compensation mix for the CEO at target
is 31% AIP and 69% LTIP and the CFO at target is 40% AIP and
60% LTIP. In 2022, the variable compensation mix at target for theremainder of the GEB will also be 40% AIP and 60% LTIP.

2021 Other Named Executive O˜icers
Compensation Mix at Target

9%
28%

91%
at risk

11%
89%

63%

Long-Term Incentive Plan

39%

Annual Incentive Planat risk

50%

Base Salary| 2022 Proxy Statement

35

Executive Compensation Compensation discussion and analysis

Pay and performance relationshipThe following graph illustrates four years of JLL’s performance and the aggregate compensation of our NEOs. The overall growth of JLL’s
business is represented below by adjusted diluted earnings per share and adjusted net income, which are described in more detail in Annex A
to this Proxy Statement. We chose these metrics because of their high correlation with shareholder value.

Pay-for-Performance Alignment$1,013.6M
Adjusted diluted earnings per share

Adjusted net income
NEO compensation1$19.47$692.5M

Adjusted diluted
earnings per share$562.6M%
59
3-year$494.7M

growth

$14.09Adjusted net income$12.25%80
3-year

growth

$9.46

NEO compensation1$27.9M$34.1M$21.0M$44.2M

2018

2019

2020

2021

%
58
3-year

growth(1) NEO compensation represents total direct compensation (base salary, AIP and LTIP) for five NEOs, selected as described below, as of December 31 of each year.
Due to the change in the LTIP structure in 2018, the compensation for 2021, 2020 and 2019 includes the fair market value at grant of the LTIP, although actual
performance will be measured in 2024, 2023, and 2022, respectively. For the years in which we reported more than five NEOs, this calculation only includes five NEOsand excludes compensation for any executive that exited the position during the year that gave him or her NEO status, if any, and/or the executive (excluding the CEO
and CFO) with the lowest summary compensation table total compensation.

Most directly comparable GAAP measures
JLL reports its financial results in accordance with accounting principles generally accepted in the U.S. (GAAP). Adjusted diluted earnings per
share and Adjusted net income as presented are non-GAAP financial measures.
● With respect to Adjusted diluted earnings per share, Diluted earnings per share below is the most directly comparable measure calculated

and presented in accordance with GAAP

● With respect to Adjusted net income, Net income attributable to common shareholders below is the most directly comparable measurecalculated and presented in accordance with GAAP

Diluted earnings per share
Net income attributable to commonshareholders

2018

2019

2020

2021

3-year
growth$10.54$10.87$7.70$18.4775%$484.1M$534.4M$402.5M$961.6M

99%

See Annex A to this Proxy Statement for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

36| 2022 Proxy Statement

jll.comExecutive Compensation Compensation discussion and analysis

Total shareholder return (TSR) performance
The following graph compares the cumulative five-year total return to holders of JLL’s common stock relative to the cumulative total returnsof the S&P 500 Index, assuming in each case an initial investment (and reinvestment of dividends) of $1,000 on December 31, 2016.

Five-Year Cumulative Total Shareholder Return$2,689

$1,481$1,000$1,0002016$1,268$1,194$1,12020172018$1,747$1,678$1,443$1,492

2019
JLL$2,1292020

2021

S&P 500

Summary of executive compensation practices
We continually evaluate our compensation programs to ensure we are pursuing best practices in executive compensation. Below is asummary of what we do and do not do, the totality of which we believe aligns with the long-term interests of our shareholders.
What we do

What we don't do

Pay for performance

No personal perquisites of any significance

Build in flexibility to address the financial
results of an inherently cyclical businessNo excise tax gross-ups upon change in control

Maintain a balanced mix of short-and
long-term focused compensation
Include double-trigger change in control
provisions for LTIP stock awards
Design compensation programs to
mitigate undue risk
Maintain stock ownership guidelines
Prohibit hedging or pledging of JLL stockand short-sales
Utilize an independent compensation
consulting firm
Provide for clawback of certain incentives
in the event of a subsequent restatementof financial statements

Say-on-Pay Advisory Vote
We provide shareholders with an annual advisory vote to approve
our executive compensation program.
Our current executive compensation program was first highlighted
in the proxy statement for our annual meeting of shareholders heldin 2018. Throughout 2018, 2019, 2020, and 2021, the core structureand elements of this program were also topics discussed as part ofour regular ongoing investor engagement process, where we
received overall positive feedback. Further discussion of our
executive compensation program was included in our proxystatements for our annual meetings of shareholders held in 2019,2020 and 2021. Our executive compensation program remained
consistent in structure in 2021.

| 2022 Proxy Statement

37

Executive Compensation Compensation discussion and analysis

At our annual meeting of shareholders held in 2021, approximately
96% of the votes cast were in favor of our executive compensation
program. The Compensation Committee evaluated this most recent
say-on-pay result in evaluating our executive compensation
program. The Compensation Committee also assessed theinteraction of our compensation programs with our businessobjectives, reviewed peer data and received input from Exequity LLP(Exequity), the Compensation Committee’s independentcompensation consultant, as well as from a number of ourshareholders.
Taking each of these factors into account with respect to NEO
compensation, the Compensation Committee made several modestchanges to our executive compensation program and policies for2022 and beyond.

How we make compensation decisions
Role of the Compensation Committee
The Compensation Committee, which consists entirely of
independent Directors, recognizes the importance of developing
and maintaining sound principles and practices governing GEB
compensation. Through a disciplined evaluation process, we seek toestablish a strong link between executive compensation andperformance, in both our short-term and long-term strategic
objectives, which are designed to drive shareholder value. To carryout its responsibilities, the Compensation Committee:● Retains, and regularly confers with independent compensation

consultants to advise on the design, structure, and market
competitiveness of our compensation plans;● Reviews market compensation data to compare our executive

compensation to what other similarly-situated companies pay
and to study how such companies use compensation to promotedesired business outcomes and attract and retain executive
talent; andInternal compensation resources
JLL’s Global Human Resources staff helps prepare the information
the Compensation Committee needs to carry out its oversight
responsibilities, using internal compensation expertise and datafrom publicly available sources and professional compensation
consulting firms to compile comparative market compensation dataand present compensation analysis.

Role of independent compensation consultant

Our Chief Executive Officer, Mr. Ulbrich, makes annual
recommendations to the Compensation Committee for target total
direct compensation and the appropriate “Leadership Multiplier”(defined below under “2021 Annual Incentive Plan - The Leadership
Multiplier”) for each of the other NEOs. To do this, Mr. Ulbrich:

The Compensation Committee has the authority to retain, as
needed, independent counsel, compensation and benefits
consultants, and other outside experts or advisors. In 2021, theCompensation Committee retained Exequity as its independentcompensation consultant to provide advice on matters related tothe compensation of the NEOs. The Compensation Committee has
assessed Exequity’s independence in light of SEC rules and NYSE
listing standards and has determined that Exequity is independent.
Exequity does not advise management or receive any compensationfrom JLL other than in connection with its work for theCompensation Committee. Accordingly, the work performed by
Exequity does not raise any conflicts of interest.

● Reviews external market data as well as internal equity

During 2021, the Compensation Committee requested Exequity to:● Considers other relevant matters, including internal equity,

consistency, and accounting requirements, when fixing
compensation amounts.

Role of our Chief Executive Officer

comparisons to recommend targets;● Evaluates in his judgment the performance of each of the otherNEOs based on the goals and business objectives we establishedat the beginning of the year;● Considers the quality of the interaction and contributions of theother NEOs as members of the GEB; and● Compares the performance of each of the other NEOs on a relativebasis, considering the different market, geographical, and culturaldynamics and challenges of each of their respective businesssegments.

The Compensation Committee reviews these evaluations andrecommendations with Mr. Ulbrich before determining thecompensation to approve.

38

Mr. Ulbrich also provides an assessment of his own performance
during the previous year relative to his performance objectives.
The Compensation Committee then meets in one or more private
executive sessions without Mr. Ulbrich present to develop its own
conclusions about his performance and to determine his
performance rating and Leadership Multiplier.

| 2022 Proxy Statement● Review and comment on the agendas and supporting materials in

advance of Compensation Committee meetings;● Review and comment on major compensation matters thatmanagement proposes, including comparative data and plan
design recommendations;● Review the compensation matters disclosed in this Proxy

Statement;● Provide advice on best practices for Board governance ofexecutive compensation, current executive compensation trends,
and regulatory updates; and● Undertake special projects or provide certain other advice.

jll.comExecutive Compensation Compensation discussion and analysis

Risk considerations
We annually consider whether our GEB compensation policies may
be reasonably expected to create incentives for our people to takerisks that are reasonably likely to have a material adverse effect oneither our short-term or longer-term financial results or operations.
We continue to believe that our policies do not raise such risks. We
also have not identified historical situations where we believe ourcompensation practices drove behaviors or actions that resulted inmaterial adverse effects on our business or prospects.
The table below identifies the mechanisms we use to manage risk
incentives under our Annual Incentive Plan and Long-Term
Incentive Plan.

Risk Mitigation Factors
Award Cap

AnnualIncentive
Plan

Multiple Performance Factors
Clawback Feature

N/A

Anti-hedging Policy

N/A

Share Ownership Guidelines

Long-Term
Incentive
Plan

Competitive assessment
We recognize that our compensation practices must be competitive
within the broader markets where we compete. As we strive tomaintain our leadership position within the global real estateservices and investment management industries, it is critical that we
attract, retain, and motivate executives who can help us continue todeliver on the commitments we make to our clients andshareholders. Therefore, each year the Compensation Committee
compares our compensation program to those of other relevant
companies.
Given the diverse nature of our businesses, which combine realestate expertise with business services, we have historicallycompared ourselves to two peer groups: one consisting of realestate-oriented firms, including real estate investment trusts, andthe other consisting of business services firms. In 2021, in an effort toobtain more robust competitive pay information, we sought toincrease the size of our peer group. In identifying companies to add
to the previous group, the selection criteria for new peers included
comparable size (companies similar in size both in terms of revenue
and market capitalization), a large employee count, and a significant
international footprint. In reviewing the data from this more robust
peer group, the Committee looks at the information for all peers as agroup. In addition, the Committee also looks at subsets of the peergroup (e.g., real estate peers and business services peers) that are
similar to analyses from prior years as this provides continuity in thedata from year to year.
Management annually reviews the composition of the peer groups,
and the Compensation Committee then independently considers
and approves the peer group lists. Each year, management
recommends changes that will keep the peer groups as meaningful
as possible.

| 2022 Proxy Statement

39

Executive Compensation Compensation discussion and analysis

The table below shows the full peer group that was used in 2021 and the prior business services peer group and real estate peer group subsetsthat continue to be reviewed.
Company

Full Peer Group

AECOM

X

Aon plc

X

Boston Properties, Inc.

X

CACI International Inc

X

Real Estate Peers

Business Services Peers

X
X
X

CBRE Group, Inc.

X

CGI Group Inc.

X

X

Cognizant Technology Solutions Corporation

X

Cushman & Wakefield plc

X

X
X

X

Duke Realty CorporationX

DXC Technology Company

X

EMCOR Group, Inc.

X

X

Equifax Inc.

X

X

Fidelity National Information Services, Inc.

X

X

Fluor Corporation

X

Host Hotels & Resorts, Inc.

X

Invesco Ltd.

X

Jacobs Engineering Group Inc.

X

Leidos Holdings, Inc.

X

ManpowerGroup Inc.

X

Marsh & McLennan Companies, Inc.

X

Prologis Inc.

X

Raymond James Financial Inc.

X

Robert Half International Inc.

X

SL Green Realty Corp.

X

T. Rowe Price Group, Inc.

X

Vornado Realty Trust

X

Willis Towers Watson Public Limited Company

X

X

X
X
X
X

The median revenue and market capitalization (in millions) for each of the peer groups is shown below.
Year

JLL

2020

Real Estate Peers

Business Services
Peers

Fee Revenue$6,130$8,797$2,175$8,797

Market Capitalization$7,583$14,163$12,517$7,505

Fee Revenue$8,105$9,904$2,908$9,904Market Capitalization$13,474$17,992$15,204$12,208

2021

40

Full Peer Group| 2022 Proxy Statement

jll.comExecutive Compensation Compensation discussion and analysis

This table reflects 2020 and 2021 results for JLL and our peer groupcompanies. The 2020 data was the data considered by theCompensation Committee in making decisions about2021 compensation.
We believe the peer group and other external benchmark data
relating to the JLL Chief Executive Officer, JLL Chief Financial Officer
and CEO, Markets Advisory positions correlate to publicly available
data. For those positions, the external reference is the set of peergroup companies above, for which data are available through theirrespective proxy statements.

For the Co-CEOs of JLL Technologies, because of the technologicalfocus of their roles, in addition to the peer group data above, we use
several hierarchical and role comparisons from publicly disclosed
information and various other survey matches. Accordingly, we takean internal equity approach, anchored on data for our JLL Chief
Executive Officer, JLL Chief Financial Officer, and CEO, Markets
Advisory, all of which we do believe correlate well. We then also
assess the positions of the Co-CEOs of JLL Technologies on relative
size, profit contributions, and comparative performance of JLL
Technologies. After the internal equity comparison, we then look at
the external market data and hierarchical comparisons to review
from an external equity perspective.

2021 Base salary decisions
We review base salaries for all our NEOs on an annual basis, as well as at the time of a promotion or other change in responsibilities. Basesalaries are planned in U.S. dollars but delivered in local currency. Effective January 1, 2021, the Compensation Committee rescinded thetemporary salary reductions that were in effect for the majority of 2020. In doing so, the Committee did not make any base salary increases
other than what was in effect prior to the salary reductions. Despite the challenges in 2020 brought on by the COVID-19 pandemic, theCommittee determined it was appropriate to return base salaries back to where they were prior to pandemic.
Name2021 Base Salary2020 Base Salary(1)Christian Ulbrich$970,997$585,421

Karen Brennan$496,154$331,923

Yishai Lerner$496,154$314,423

Mihir Shah

$496,154$314,423

Gregory O’Brien$496,154$314,423(1) The 2020 NEO base salaries reflect temporary salary reductions that were in effect for the majority of 2020.

| 2022 Proxy Statement

41

Executive Compensation Compensation discussion and analysis

2021 Annual Incentive Plan
Our AIP structure is designed to align our executives’ compensation
with JLL’s enterprise performance, reward executives for theirindividual performance, and reward performance against strategic
leadership goals.
The Compensation Committee establishes target AIP awards foreach NEO based on extensive external and internal equity
considerations as noted above. Awards are first determined basedon results against JLL’s annual financial goals at the enterprise levelwith payouts historically ranging from 0% to 150% of target.
Achievement of threshold performance results in a payout of 50% of
the target bonus amount, achievement of target performance

results in a payout of 100% of the target bonus amount, andachievement of maximum performance (or greater) results in apayout of 150% of the target bonus amount, with a straight-line
interpolation applied to results between goals to calculate payout
percentage earned. Achievement below threshold results in no
payment.
After the Compensation Committee certifies financial performanceagainst targets, the resulting awards are adjusted by a Leadership
Multiplier (described below) ranging between 80% and 120%.
Final AIP awards are delivered in cash.

Financial performance measures
The financial performance measures and weightings for our NEOs under the AIP differ based on each executive’s role.

*

42

Performance Measures*

What is it?

Who does it apply to?

AIP Adjusted EBITDA*

Our externally reported EBITDA
AIP Adjusted EBITDA Measure represents We use AIP Adjusted EBITDA to tie(earnings before income tax,
50% of the financial performance basis of the compensation of all our NEOs
depreciation and amortization), the AIP awards made to all our NEOs.
in the short term for the annual
adjusted to exclude net non-cash
cash variable compensation
mortgage servicing rights andprogram to our global corporate
mortgage banking derivative
performance.
activity, along with certain
restructuring and acquisition
charges (which for the last two
years have only included fair value
adjustments to earn-out liabilities
from acquisitions).

AIP Adjusted EBITDA
Margin*AIP Adjusted EBITDA divided byour externally reported Fee
Revenue.

AIP Adjusted EBITDA(excluding LaSalle)*

AIP Adjusted EBITDA excluding
AIP Adjusted EBITDA (excluding LaSalle)
the Adjusted EBITDA from LaSalle Measure represents 25% of the financial
externally reported.
performance basis of the AIP awards
made to Mr. O’Brien.

We use AIP Adjusted EBITDA to tie
the compensation of Mr. O’Brienin the short term for the annual
cash variable compensation
program to our global corporate
performance excluding a portionof the enterprise Mr. O’Brien does
not directly oversee.

Free Cash Flow*

Represents Cash provided byoperating activities less Net
capital additions from property
and equipment.

We use Free Cash Flow to tie thecompensation of certain of ourNEOs in the short term for theannual cash variable
compensation program to ourglobal corporate performance.

AIP Adjusted EBITDA Margin Measure
represents 25% of the financial
performance basis of the AIP awards
made to all our NEOs.

Free Cash Flow Measure represents 25%of the financial performance basis of the
AIP awards made to Ms. Brennan and
Messrs. Ulbrich, Lerner and Shah.

Why do we use it?

We use AIP Adjusted EBITDA
Margin to tie the compensation of
all our NEOs in the short term forthe annual cash variable
compensation program to ourglobal corporate performance.

The above measures are non-GAAP financial measures used by the Compensation Committee in determining executive compensation. See Annex A for areconciliation of non-GAAP financial measures to our results as reported under GAAP.

| 2022 Proxy Statement

jll.comExecutive Compensation Compensation discussion and analysis

For the AIP Adjusted EBITDA Measure, the Compensation Committee set a performance target, a threshold performance at 70% of target,
and a maximum performance at 130% of target.
Threshold
50% payout(Millions U.S. $)AIP Adjusted EBITDA(1)Target100% payout(Millions U.S. $)$641(70% of target)

Maximum
150% payout(Millions U.S. $)$1,190(130% of target)

PayoutPercentage
EarnedActualperformance$1,432150%

157% oftarget$915(1) AIP Adjusted EBITDA as presented is a non-GAAP financial measure used by the Compensation Committee in determining executive compensation. See Annex A for areconciliation of non-GAAP financial measures to our results as reported under GAAP.

For the AIP Adjusted EBITDA Margin Measure, the Compensation Committee set a performance target, a threshold performance at 70% of
target, and a maximum performance at 130% of target.
Threshold
50% payout

Target100% payout

9.1%
AIP Adjusted EBITDA(70% of target)(1)
MarginPayoutPercentage
EarnedMaximum
150% payout

16.9%(130% of target)

Actualperformance

17.7%

150%

136% oftarget13.0%(1) AIP Adjusted EBITDA Margin as presented is a non-GAAP financial measure used by the Compensation Committee in determining executive compensation. See
Annex A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

For the AIP Adjusted EBITDA (excluding LaSalle) Measure, the Compensation Committee set a performance target, a thresholdperformance at 70% of target, and a maximum performance at 130% of target.
Threshold
50% payout(Millions U.S. $)Target100% payout(Millions U.S. $)$585
AIP Adjusted EBITDA(70% of target)(excluding LaSalle)(1)Maximum
150% payout(Millions U.S. $)$1,086(130% of target)$835

PayoutPercentage
EarnedActualperformance$1,288150%

154% oftarget(1) AIP Adjusted EBITDA (excluding LaSalle) as presented is a non-GAAP financial measure used by the Compensation Committee in determining executive
compensation. See Annex A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

| 2022 Proxy Statement

43

Executive Compensation Compensation discussion and analysis

For the Free Cash Flow Measure, the Compensation Committee set a performance target, a threshold performance at 70% of target, and amaximum performance at 130% of target.
Threshold
50% payout(Millions U.S. $)Free Cash Flow

(1)

Target100% payout(Millions U.S. $)Maximum
150% payout(Millions U.S. $)$127(70% of target)$235(130% of target)

PayoutPercentage
EarnedActualperformance

$796

150%

440% oftarget$181(1) Free Cash Flow as presented is a non-GAAP financial measure used by the Compensation Committee in determining executive compensation. See Annex A for areconciliation of non-GAAP financial measures to our results as reported under GAAP.

The Leadership Multiplier
The criteria used to determine the Leadership Multiplier are:
● MyPerformance objectives;● M&A or divestiture activity; and● leadership behaviors;● performance not captured by the financial metrics.

● unforeseen significant market events;

MyPerformance is the performance management system we implemented in 2018.
Using these criteria, the Compensation Committee determines the Leadership Multiplier for the Chief Executive Officer. The Compensation
Committee considers the assessment and recommendation of the Chief Executive Officer when determining the Leadership Multiplier for theother NEOs. The Leadership Multiplier can vary from 80% to 120% and may be different from NEO to NEO.
Our 2021 results could not have been achieved without the significant teamwork exhibited by the NEOs. For 2021, the Compensation
Committee, based on the recommendation of the CEO, decided to award all NEOs a Leadership Multiplier of 100%.

Determination of 2021 AIP awards
The Compensation Committee set the AIP target bonus amounts for our NEOs shown in the table below through the process described
previously. Based on the financial performance results and the Leadership Multipliers, the following annual bonuses were earned in 2021:(A)
Bonus Target(B)
Financial Goals
Payout Percentage(C)
Calculated
Performance
Basis of Award(D)
Leadership
Multiplier

Final CashAIP Award(A)x(B)x(D)Christian Ulbrich$3,000,000

150%$4,500,000

100%$4,500,000

Karen Brennan$1,120,000

150%$1,680,000

100%$1,680,000

Yishai Lerner$2,025,000

150%$3,037,500

100%$3,037,500

Mihir Shah

$2,025,000

150%$3,037,500

100%$3,037,500

Gregory O’Brien$2,115,000

150%$3,172,500

100%$3,172,500

Executive

We provide additional information about the cash payments under the AIP to our NEOs below in the 2021 Summary Compensation Table
under the column “Non-Equity Incentive Plan Compensation.”44| 2022 Proxy Statement

jll.comExecutive Compensation Compensation discussion and analysis

2021 GEB Long-Term Incentive PlanJLL has a long-term incentive plan specifically for members of our
GEB (GEB LTIP). The GEB LTIP is designed to align executives’interests with the interests of our shareholders, align executives’compensation with JLL’s enterprise performance, and reward
performance against JLL’s long-term strategic goals. The GEB LTIP
provides for annual awards of performance share units (PSUs) thatcliff vest at the end of three years based on JLL’s performanceagainst prescribed financial metrics. In addition, the GEB LTIP
provides for annual awards of restricted stock units (RSUs) that cliff
vest at the end of three years.

The Compensation Committee establishes target GEB LTIP award
amounts for each NEO based on extensive external and internal
equity considerations. PSU awards are calculated based on JLL’s
results for two long-term metrics, with payouts ranging from 0% to150% for each. PSUs are settled in JLL common stock. RSUs aresettled in JLL common stock as well upon expiration of thetime-based vesting schedule.

Performance metrics
The following table describes our long-term performance metrics and explains how they align with shareholders’ interests.
Performance Measures

What is It?

When is it assessed?

Why do we use it?

U.S. GAAP Diluted EPS

U.S. GAAP Diluted EPS is a measure After three years forof JLL’s GAAP profit allocated tocumulative performanceeach outstanding share of stock,
including the dilutive impact of ourcommon stock equivalents. U.S.
GAAP Diluted EPS is calculated as(i) net income attributable tocommon shareholders (ii) divided
by the weighted average number ofcommon shares outstanding
inclusive of the dilutive impact ofour common stock equivalents.

Aligns compensation to a key
indicator of JLL’s performance andreturns on shareholder equity

Relative TSR

After three years for
JLL’s TSR is ranked versus thecompanies in the S&P 500. The
cumulative performance
beginning share price for the
performance period is the averageclosing price of JLL’s common stock
for the final 20 trading days of thecalendar year that precedes thestart of the performance period,
and the final share price for
performance period is the averageclosing price of JLL’s common stock
for the final 20 trading days of such
performance period.

Aligns compensation to delivering
shareholder value

For the U.S. GAAP Diluted EPS performance metric, the Compensation Committee sets a threshold, target, and maximum goal with anassociated payout. Our specific U.S. GAAP Diluted EPS goals are shown below. We do not disclose details regarding our U.S. GAAP Diluted EPS
goals for competitive reasons, but they are meant to be challenging but attainable with superior effort. The payouts for achievement of our
U.S. GAAP Diluted EPS goals are shown below.
U.S. GAAP Diluted EPS
Achievement*

Payout for U.S. GAAP
Diluted EPS(as a % of target)*Threshold (70% of target)

50%

Target100%

Maximum (130% of target)

150%

straight-line interpolation for results between goals.

| 2022 Proxy Statement

45

Executive Compensation Compensation discussion and analysis

The Relative TSR metric will pay out based on our TSR ranking within the S&P 500 Index, as follows:
TSR percentile rank in the S&P 500*

Payout for TSR (as a % of target)*

25

th

50%

50

th

100%

75th

150%

straight-line interpolation for results between goals.

GEB LTIP 2019-2021 PSU award results
In April 2019, the Compensation Committee established the following metrics, targets and weights for the 2019-2021 PSUs issued under the
GEB LTIP. On February 25, 2022, the Compensation Committee determined that the Company met or exceeded the threshold as shown below
for the three-year performance period ended December 31, 2021, with a total percentage payout of 99.2% of target, and the shares deliverable
under the 2019-2021 PSUs vested as of March 11, 2022.
Metric Criteria
ThresholdTargetMaximum

Weight2019-2021
ActualAchievement

U.S. GAAP Diluted
EPS$24.15 per share$34.50 per share$44.85 per share50%$37.04112.3%

Beyond Goals

70% achievement

100% achievement

130% achievement

40%

Varied

78.6%(1)

31.4%

Relative TSR

30 percentile

60 percentile

90 percentile

10%

69.6 percentile

116.0%

11.6%

th

th

th

th

Aggregate Weighted Payout:

MetricPayout of Weighted
TargetPayout

56.2%

99.2%

(1) Average of individual Beyond goal payouts.

The amounts earned by our NEOs, excluding Ms. Brennan who did not receive 2019-2021 PSUs, are reflected in the table below and weredelivered in the first quarter of 2022.
2019-2021 PSUs Awarded

Performance Payout

Shares Vesting

Christian Ulbrich

28,71599.2%

28,485

Yishai Lerner

14,40699.2%

14,291

Mihir Shah

14,40699.2%

14,291

Gregory O’Brien

13,49699.2%

13,388Determination of 2021 GEB LTIP grants
The table below represents the grant date fair market value of target PSUs and RSUs awarded on April 5, 2021, under the GEB LTIP. As noted inlast year’s proxy, the Compensation Committee amended the LTIP grants' vehicle mix and weightings to better align with market practices
and to address shareholder feedback.
U.S. GAAP
Diluted EPS(75% weighting)(#)

Relative TSR(25% weighting)(#)

Total PSUs
Granted(#)

Total RSUs
Granted(#)

Value(1)Christian Ulbrich

19,246

6,415

25,661

12,639$7,306,412

Karen Brennan

4,790

1,597

6,387

3,145

$1,818,404

Yishai Lerner

7,057

2,352

9,409

4,634

$2,678,956

Mihir Shah

7,057

2,352

9,409

4,634

$2,678,956

Gregory O'Brien

7,370

2,457

9,827

4,840

$2,797,994(1) The amounts we report in this column reflect the grant date fair values of awards to our NEOs computed in accordance with the Financial Accounting Standards
Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. See footnote 2 to the Consolidated Financial Statements included in
our Annual Report on Form 10-K for the year ended December 31, 2021, for a discussion of the relevant assumptions used in calculating this amount.

46| 2022 Proxy Statement

jll.comExecutive Compensation Compensation discussion and analysis

Determination of 2021 Supplemental Equity Grants
In lieu of receiving future restricted stock unit grants based on theattainment of specific revenue hurdles, the Compensation
Committee awarded Mr. Lerner and Mr. Shah performance share
units instead (“PSUs”). The Compensation Committee elected toalign their interests with that of our shareholders by using as its sole
performance metric, a share price appreciation target. Upon the
Company’s determination that the performance goal (50%appreciation in JLL common stock price from grant date through aperformance period concluding on December 31, 2024) has been
attained, and subject to a minimum of one (1) year having lapsed
from the grant date, 50% of the PSUs will vest. An additional 25% willvest on the first anniversary of the initial vesting date. The remaining
25% will vest on the second anniversary of the initial vesting date.
The table below represents the grant date fair market value of target
PSUs awarded on December 16, 2021.
Total PSUs
Granted(#)

Value(1)Yishai Lerner

25,467$4,246,368

Mihir Shah

25,467$4,246,368(1) The amounts we report in this column reflect the grant date fair values of PSU awards to our NEOs computed in accordance with the Financial Accounting Standards
Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation.

Severance arrangements for NEOs
Severance Pay Plan
We currently maintain a Severance Pay Plan for full-time employees
in the U.S., including executive officers. To be eligible to receive
benefits under the Severance Pay Plan, an employee must be
involuntarily terminated from employment under specified
circumstances and also must meet certain other conditions.
Benefits under the Severance Pay Plan include:● base severance equal to one-half month of base pay in effect at

the time of the employment termination, and● enhanced severance if the employee executes a severance

agreement and general release in favor of JLL.

Enhanced severance is (i) a multiple of base pay that varies with thecircumstances of termination and is otherwise based on an
employee’s position level and length of service, (ii) reimbursement
for certain health care insurance costs, and (iii) outplacement for
professional employees. The maximum benefit available under the
Severance Pay Plan is fifteen months of base pay. For employees
terminated after June 30 of any given year and before annual
incentives are paid for that year, enhanced severance also includes a
pro-rated annual incentive payment, calculated based on theemployee’s target annual incentive for the year of termination,subject to JLL’s then-existing practice of determining annual
incentive payments.
Under a provision of the Severance Pay Plan that we specificallyestablished to cover members of our GEB, each of the NEOs would
be eligible (regardless of length of service or location) to receive aminimum of twelve months of base salary, plus an amount equal tothe individual’s target annual incentive for the year of termination,
as enhanced severance if that executive’s employment isinvoluntarily terminated by JLL without cause. To the extent
applicable, a GEB participant who is also eligible to receive
severance payments under any other plan, program or arrangement

provided to employees in countries other than the U.S. may electwhether to receive payments under such other arrangement rather
than the Severance Pay Plan, but may not receive payments underboth. In any event, the maximum benefit under the Severance Pay
Plan remains at fifteen months (excluding potential for a prorated
share under the annual incentive plan based on the individual’s exitdate) if a participant has sufficient tenure to exceed thetwelve-month minimum.
The potential severance benefits we make available to our NEOs aredesigned to help us retain them as we compete for talented
employees in a marketplace for global talent where similar (if notoften greater) protections are commonly offered. We intend forseverance benefits to ease an employee’s transition due to an
unexpected employment termination. We do not provide any tax
gross-ups on severance payments under any circumstances.

Change in control benefits
On March 3, 2021, each of our GEB members entered into a form ofchange in control agreement. The agreement provides for payment
of severance and other benefits to members of the GEB if theiremployment is terminated either without cause or for good reason(as defined in the agreement) during the 24-months following achange in control, subject to the GEB member's execution andnon-revocation of a general release of claims in favor of theCompany. The agreement provides for the following payments andbenefits to a GEB member:● A lump-sum payment of their annual base pay times the multiplierapplicable to such executive (which is 3.0 for Mr. Ulbrich and 1.5
for all other GEB members);● A lump-sum payment equivalent to their annual target bonus forthe year of termination times the multiplier applicable to suchexecutive (which is 3.0 for Mr. Ulbrich and 1.5 for all other GEB
members);| 2022 Proxy Statement

47

Executive Compensation Compensation discussion and analysis● If terminated within the Change in Control Period, a lump-sum

payment of their pro rata bonus, at target, calculated from theJanuary 1 through their last day of employment with theCompany in a Plan Year; and● Accelerated vesting of all outstanding stock-based awards issued

under the Company's applicable stock award incentive plan.

We believe these change in control severance benefits willencourage our executives to remain focused on JLL’s business in theevent of rumored or actual fundamental corporate changes.

Additional information
Stock ownership guidelines

Perquisites

In order to further align the long-term interests of our key employeeswith the interests of our shareholders, we have established stock
ownership guidelines for members of our GEB (which includes all
our NEOs).

We do not provide personal perquisites (such as personal use of
corporate aircraft) of any significance to our NEOs. In appropriate
circumstances, we do provide reimbursement for certain expatriate
expenses, all of which we disclose in the 2021 Summary
Compensation Table.

Our Chief Executive Officer is required to maintain equity ownership ofat least six times his annual base salary. The other NEOs must maintainequity ownership (inclusive of unvested RSUs) of at least four times
their respective annual base salaries. In all cases, members of the GEB
must retain 100% of all shares acquired on the vesting of equity awards
or the exercise of stock options until compliance with the minimum
ownership requirement is achieved. After a GEB member attains theminimum required ownership level, he or she must hold 50% of any
shares acquired on the vesting of equity awards or the exercise of stock
options for two years following such vesting or exercise. As of April 1,
2022, all NEOs for 2021 meet or exceed their respective stock ownershipguidelines.

Clawback Policy
The Compensation Committee has adopted a Clawback Policy that is
applicable to our NEOs, other members of our GEB, and such otherexecutives and key contributors as the Compensation Committee
may designate from time to time. The policy provides that if theCompensation Committee determines that one or more of suchindividuals committed any fraud or intentional misconduct thatcaused JLL, directly or indirectly, to restate its financial statements,
the Compensation Committee may require reimbursement of any
compensation paid or awarded under the GEB LTIP in the past 36
months, and may cancel unvested restricted stock awards granted
under that plan in the past 36 months, to the extent suchcompensation would not have been paid and such stock awards
would not have been awarded based on the restated financial results.

Certain tax matters
We will continue to monitor issues concerning the tax deductibilityof executive compensation and will take appropriate action if we
believe it is warranted. Since corporate objectives and strategicneeds may not always be consistent with the requirements of full
deductibility, we expect, if we believe it is appropriate, to enter into
compensation arrangements or provide compensation under which
payments will not be fully deductible.

48| 2022 Proxy Statement● The Compensation Committee seeks to continually improve our

executive compensation programs and further adopt practices
that align with our shareholders and long-term objectives. To
better align with current market practices, effective January 1,
2022, JLL will no longer provide Mr. Ulbrich a term life insurance
policy.

2022 Compensation
To better align with current market practices, the Compensation
Committee approved the following changes for 2022 NEO
Compensation based on the recommendations of the CEO (for allchanges noted other than for himself) and input from theCompensation Committee’s independent compensation consultant:● For our Chief Executive Officer and President, total compensation

was increased by $3,000,000 with the entire increase being
delivered in long-term incentive opportunity. Mr. Ulbrich’s
long-term incentive opportunity was increased to $9,750,000,
which represents 71% of his total target pay opportunity in 2022.

● For our Chief Financial Officer, the annual incentive plan

opportunity was increased to $1,500,000 and the annual
long-term incentive opportunity was increased to $2,250,000
bringing her total target compensation opportunity for 2022
closer to the competitive market.

● For our Co-CEOs, JLL Technologies, the annual incentive plan

opportunity was reduced to $1,920,000 and the annual long-term
incentive opportunity was increased to $2,880,000 bringing theirrespective total target compensation opportunity for 2022 closer
to the competitive market.

● For our CEO, Markets Advisory, the annual incentive plan

opportunity was reduced to $2,056,800 and the annual long-term
incentive opportunity was increased to $3,085,200 bringing his
respective total target compensation opportunity for 2022 closer
to the competitive market.

jll.comExecutive Compensation Compensation Committee Report

Compensation Committee report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis presented in this
Proxy Statement. Based on such review and discussion, the Compensation Committee has recommended to the Board that theCompensation Discussion and Analysis be included in this Proxy Statement.
The Compensation Committee
Hugo Bagué (Chair)
Samuel A. Di Piazza, Jr.
Deborah H. McAneny
Siddharth (Bobby) Mehta
Sheila A. Penrose| 2022 Proxy Statement

49

Executive Compensation Executive Compensation Tables

Executive compensation tables
The following tables and footnotes set forth information regarding forms of compensation for the NEOs during each of 2021, 2020, and 2019.
Except as specified, the footnote disclosures below generally relate only to compensation for 2021. We included footnotes to compensation
for prior years in the proxy statements relating to those years.

2021 Summary Compensation Table

Non-Equity
Option Incentive Plan
Awards Compensation(3)Name and Principal
Position

Year

Salary(1)Christian Ulbrich
Chief Executive Officer
and President

2021
2020
2019

$970,997$585,421$1,000,000$— $7,306,412$— $4,906,575$— $4,368,413

$—
$—
$—

$4,500,000$2,700,000$3,835,000

$—
$—
$—

$79,410$90,037$95,250$12,856,819$8,282,033$9,298,663

Karen Brennan
Chief Financial Officer

2021
2020

$496,154$331,923$— $1,818,404$— $1,004,721$—$—$2,973,060$1,810,265$—$—$41,853$114,815$5,329,471$3,261,725

Yishai Lerner
Co-CEO, JLL
Technologies

2021
2020
2019

$496,154$314,423$500,000$— $6,925,323$— $2,123,029$— $5,025,031

$—
$—
$—

$3,037,500$2,250,000$2,188,000

$—
$—
$—

$12,014$4,781$7,814$10,470,991$4,692,233$7,720,845

Mihir Shah
Co-CEO, JLL
Technologies

2021
2020
2019

$496,154$314,423$500,000$— $6,925,323$— $2,123,029$— $5,025,031

$—
$—
$—

$3,037,500$2,250,000$2,188,000

$—
$—
$—

$12,014$4,656$7,439$10,470,991$4,692,108$7,720,470

Gregory O’Brien
CEO, Markets Advisory

2021
2020
2019

$496,154$314,423$500,000$— $2,797,994$— $2,217,419$— $2,053,146

$—
$—
$—

$3,172,500$2,115,000$3,503,000

$—
$—
$—

$13,080$5,618$12,413$6,479,728$4,652,460$6,068,559

Bonus

Stock
Awards(2)Change in
Pension Value
and
Non-QualifiedDeferredCompensation
All Other
Earnings Compensation(4)Total(1) We pay the annual base salary and non-equity incentive plan compensation to Mr. Ulbrich in Euros, the currency of the country where he resides. In 2021, 2020, and2019, the amounts of Mr. Ulbrich’s non-equity incentive plan compensation were determined in U.S. dollars and then converted into Euros at the prevailingexchange rate.
(2) The amounts we report in this column reflect the grant date fair values of stock awards we made to our NEOs computed in accordance with the Financial AccountingStandards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. See footnote 2 to the consolidated financial statements
included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for a discussion of the relevant assumptions used in calculating theamounts. In accordance with SEC rules, the amounts included in the column for the PSU awards granted during 2021 are calculated based on the probable outcomeof the performance conditions (assumed at target) for such awards on the grant date. If the probable outcome of the performance conditions as of grant date had
been maximum performance, then the grant date fair value of the PSUs would have been as follows: Mr. Ulbrich — $7,436,750; Ms. Brennan — $1,851,001; Mr. Lerner —$6,973,166; Mr. Shah — $6,973,166; and Mr. O’Brien $2,847,938.
(3) The amounts in this column reflect annual incentive cash payments we made under the AIP relating to 2021 performance for all NEOs. For Ms. Brennan, the amountalso reflects amounts received in 2021 from LaSalle comprised of (a) team share payout of $524,816 and (b) $768,244 from the LaSalle Cash LTIP for prior years’awards. The Team share payout represents a percentage of incentive fees received from respective clients, where available, for team members who were dedicated, inwhole or in part, to the success of those respective clients. The Cash LTIP amounts reflect vesting of prior compensation awards from 2017 through 2020.
(4) The amounts in this column reflect the All Other Compensation with the details for 2021 referenced in the table below.

50| 2022 Proxy Statement

jll.comExecutive Compensation Executive Compensation Tables

All other compensation
401(k)
Match orPensionContribution

Life, Healthcare
andHealthcare Bonus

Ex-Pat GUG
and Tax
Equalization(1)Transportation
Allowance/Car
Lease(2)Tax
Preparation
Services

Total

Christian Ulbrich$28,958$1,644$0$41,983$6,825$79,410

Karen Brennan$11,600$310$29,943$0$0$41,853

Yishai Lerner$11,600

$414

$0

$0

$0

$12,014

Mihir Shah

$11,600

$414

$0

$0

$0

$12,014

Gregory O’Brien$11,600$1,480$0$0$0$13,080(1) For Ms. Brennan represents the incremental cost to JLL of tax equalization and other related payments associated with her long-term assignment to the United
Kingdom, all in accordance with the Company’s standard policies. Per JLL’s standard policy, expatriate benefits and reimbursements are discontinued at the end of
an assignment. However, tax equalization and other tax-related payments may continue, but only to the extent that liabilities related to the foreign assignment are
incurred.
(2) For Mr. Ulbrich, represents the actual lease paid and car allowance.

| 2022 Proxy Statement

51

Executive Compensation Executive Compensation Tables

Grants of plan-based awards for 2021
The following table sets forth information about stock and cash awards, the totals of which are reflected in the Summary Compensation Table
above, that we made to the NEOs under our 2021 AIP and our existing Stock Award and Incentive Plans, including under the GEB LTIP.
Estimated Future Payouts under Non-Equity
Incentive Plan Awards(1)

Type
of
Grant
Date Award

Threshold4/5/2021
4/5/2021

AIP
RSU
PSU

Karen Brennan

4/5/2021
4/5/2021

Yishai Lerner

Mihir Shah

Gregory O’Brien

Grant Date
Fair Value of
StockAwards(4)Threshold(#)$1,500,000——$3,000,000 $4,500,000
—
—
—
—

—
—
12,831——
25,661——
38,492—
12,639——$2,348,579$4,957,834

AIP
RSU
RSU

$560,000——$1,120,000 $1,680,000
—
—
—
—

—
—
3,194

—
—
6,387

—
—
9,581

—
3,145
—

—
$584,404$1,234,000

4/5/2021
4/5/2021
12/16/2021

AIP
RSU
PSU
PSU

$1,012,500———$2,025,000 $3,037,500
—
—
—
—
—
—

—
—
4,705
—

—
—
9,409
25,467——
14,114
—

—
4,634
—
—

—
$861,090$1,817,866$4,246,368

4/5/2021
4/5/2021
12/16/2021

AIP
RSU
PSU
PSU

$1,012,500———$2,025,000 $3,037,500
—
—
—
—
—
—

—
—
4,705
—

—
—
9,409
25,467——
14,114
—

—
4,634
—
—

—
$861,090$1,817,866$4,246,368

4/5/2021
4/5/2021

AIP
RSU
PSU

$1,057,500——$2,115,000 $3,172,500
—
—
—
—

—
—
4,914

—
—
9,827

—
—
14,741

—
4,840
—

—
$899,369$1,898,626

TargetTarget Maximum(#)(#)

All Other
StockAwardsNumberof
Shares ofStock orUnits(3)Maximum

Name

Christian Ulbrich

Estimated Future Payouts
under Equity Incentive Plan
Awards(2)(1) Represents threshold, target and maximum payouts under our 2021 AIP. The AIP awards 50% of the target bonus amount for threshold performance, 100% for target
performance and 150% for maximum performance. Applying the Leadership Multiplier, the initial calculated award can be adjusted in a range between a maximum of
120% and minimum of 80% of the calculated award.
(2) The GEB LTIP awards 50% of the target number of PSUs for threshold performance, 100% for target performance and 150% for maximum performance. The PSUs vest
after the three-year performance period based on JLL’s performance. Treatment of 2021 PSUs at different exit scenarios is as follows: death or disability — fully vest attarget and are settled within 60 days; voluntarily resign or are involuntarily terminated with or without cause — forfeited; retirement — vest based on actual
performance at the end of the performance period.
(3) RSUs are treated as follows at different exit scenarios: death or disability — fully vest at amount award and are settled within 60 days; voluntarily resign or are
involuntarily terminated with or without cause — forfeited; retirement — continue to vest as scheduled.
(4) The amounts we report in this column reflect the grant date fair values of stock awards made to our NEOs computed in accordance with the Financial AccountingStandards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. If the outcome of the performance conditions as of grant
date had been maximum performance, then the grant date fair value of the PSUs would have been as follows: Mr. Ulbrich — $7,436,750; Ms. Brennan — $1,851,001;
Mr. Lerner — $6,973,166; Mr. Shah — $6,973,166; and Mr. O’Brien $2,847,938. See footnote 2 to the consolidated financial statements included in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, for a discussion of the relevant assumptions used in calculating the amounts.

52| 2022 Proxy Statement

jll.comExecutive Compensation Executive Compensation Tables

2021 outstanding equity awards at fiscal year-end
The following table sets forth information concerning the number and value of unvested RSUs and PSUs as of December 31, 2021. The stock
awards reported in this table were all made under our existing Stock Award and Incentive Plans. None of our NEOs have outstanding stock
options.
Stock Awards

Number of Units ofStock that Have
Not Vested (1)Market Value ofUnits of Stockthat Have
Not Vested(2)Equity Incentive
Plan Awards:
Number ofUnearned PSUs thatHave
Not Vested(3)Christian Ulbrich

12,639$3,404,188

99,704$26,854,275

Karen Brennan

8,845$2,382,312

12,769$3,439,202

Yishai Lerner

14,027$3,778,032

68,895$18,556,179

Mihir Shah

14,027$3,778,032

68,895$18,556,179

Gregory O’Brien

4,840$1,303,606

43,808$11,799,247

Name

Equity Incentive
Plan Awards:
Market Value ofUnearned PSUs thatHave
Not Vested(1) Vesting terms described below for unvested RSUs.
(2) The market value is based on the closing price of JLL common stock on the NYSE on December 31, 2021, which was $269.34.
(3) The number of PSUs reflect target performance. The PSUs granted in 2020 will vest in 2023, the PSUs granted in 2021 will vest in 2024, in each case after the three-year
cumulative performance period. Messrs. Ulbrich, Lerner, Shah and O’Brien held PSU awards granted in April 2019 which were determined, vested, and paid out in thefirst quarter of 2022. See “GEB LTIP 2019-2021 PSU award results” at page 48. PSUs granted to Messrs. Lerner and Shah in December 2021 will vest based onachievement of goals.

Vesting terms for unvested restricted stock units and performance share units
Christian Ulbrich
Karen Brennan

3 Year Ratable

4 Year Ratable

3 Year Cliff

Milestone

Total

0

0

112,343

0112,3430021,614

0

21,614

Yishai Lerner

5,928

3,465

48,062

25,46782,922Mihir Shah

5,928

3,465

48,062

25,46782,9220048,6480

48,648Vesting in
2022

Vesting in
2023

Vesting in
2024

Milestone

Total

Christian Ulbrich

28,71545,32838,3000112,343

Karen Brennan

2,391

9,691

9,532

0

21,614

Yishai Lerner

22,89020,522

14,04325,46782,922

Gregory O’Brien

Mihir Shah

22,89020,522

14,04325,46782,922

Gregory O’Brien

13,496

20,485

14,6670

48,648| 2022 Proxy Statement

53

Executive Compensation Executive Compensation Tables

Option exercises and stock vested during 2021
The following table sets forth information about grants of RSUs made prior to 2021 that vested in 2021. None of the NEOs exercised any
options during 2021, and none of them have any options outstanding.
Stock Awards
Name

Number of Shares
Acquired on Vesting(1)Value Realized
on Vesting(2)27,543$4,820,704––

Christian Ulbrich
Karen Brennan
Yishai Lerner

8,484$1,900,203

Mihir Shah

8,484

$1,900,203

Gregory O’Brien

12,482$2,183,640(1) Numbers of shares shown represents the total number of shares vested, including shares withheld for tax obligations, if applicable.
(2) Values shown represent the per-share closing price of our Common Stock on the NYSE for the day prior to the respective vesting dates for the restricted stock units
indicated. Units show in the table vested on January 15, 2021, with a related price per share of $149.07 (Mr. Lerner - 1,647 shares and Mr. Shah - 1,647 shares); January 16,
2021, with a related price per share of $148.30 (Mr. Lerner - 909 shares and Mr. Shah - 909 shares); March 1, 2021, with a related price per share of $173.98 (Mr. Ulbrich - 5,064
shares and Mr. O'Brien - 3,090 shares); March 12, 2021, with a related price per share of $175.26 (Mr. Ulbrich - 22,479 shares and Mr. O'Brien - 9,392 shares); October 14, 2021,
with a related price per share of $256.39 (Mr. Lerner - 5,928 shares and Mr. Shah - 5,928 shares).

Retirement benefits
For 2021, we did not have a defined benefit retirement plan for anyof our NEOs. All JLL contributions we describe below are reflected in
the 2021 Summary Compensation Table on page 52 under thecolumn “All Other Compensation.” As employees within the U.S.,
each of Ms. Brennan, and Messrs. Lerner, Shah, and O’Brien was
eligible to participate in the U.S. Savings and Retirement Plan, adefined contribution plan qualified under Section 401(k) of theInternal Revenue Code (the Code), on the same terms andconditions that apply to our U.S. employees generally. The
maximum annual matching contribution by JLL for each person who
participates in the 401(k) Plan, effective after such person has been
employed for twelve months, for 2021 was $11,600.

Termination and change in control payments
Our Severance Pay Plan is applicable to each of our NEOs, as members of our GEB.
The following tables provide a summary of the approximate amounts that we would be obligated to pay to each of our NEOs following or inconnection with a termination that results from:● Voluntary termination by the Named Executive Officer;● Involuntary termination of the Named Executive Officer;

54| 2022 Proxy Statement● Retirement, including the definition of retirement under our StockAward and Incentive Plans; or● A change in control of JLL.

jll.comExecutive Compensation Executive Compensation Tables

Christian Ulbrich
Element of Compensation

Voluntary
Termination

Involuntary
Termination(no cause)

Cash Severance Benefit(2)$—$4,038,462

Vacation Pay$—$—

Benefit Continuation$—$—

Qualified
Retirement(1)Upon Change inControl (CIC)

CIC - Involuntary
Termination$—$—$12,115,385

$—

$—

$—

$—

$—

$—

Deferred Compensation Balance

$—

$—

$—

$—

$—

Annual Incentive Awards(3)$—$3,000,000$—$—$3,000,000

Retirement Plan Benefits

$—

$—

$—

$—

$—

- Stock Options

$—

$—

$—

$—

$—

- Restricted Shares$—$—$30,258,464$—$30,258,464(4)- Cash

$—

$—

$—

$—

$—

Long Term Incentive Awards

Outplacement Services

$—

$—

$—

$—

$—

Total Value of Payments$—$7,038,462$30,258,464$—$45,373,849

Notes:(1) Assumes Mr. Ulbrich’s date of termination is December 31, 2021, and the price per share of our common stock on the date of termination is $269.34 (which was theprice per share of our common stock at the close of trading on the NYSE on December 31, 2021). All outstanding unvested restricted stock units held by Mr. Ulbrich willvest as scheduled. All outstanding PSUs are included at full payout assuming target performance is achieved.
(2) Involuntary termination provides current severance benefits under our Severance Pay Plan as follows: 54 weeks of per annum base, one times AIP target, andpro-rated AIP bonus based on exit date. Involuntary termination under a change in control provides current benefits as follows: three times per annum base, threetimes AIP target, and pro-rated AIP bonus based on exit date.
(3) Based on our Severance Pay Plan, a pro-rated AIP payment is due based on the time of year the exit occurred. The amount shown assumes a December 31, 2021,
termination date, resulting in full pro-ration, without applying the individual multiplier.
(4) Assumes a change in control has occurred, Mr. Ulbrich has incurred an involuntary termination of service without cause as of December 31, 2021, and the price pershare of our common stock on the date of termination is $269.34 (which was the price per share of our common stock at the close of trading on the NYSE on
December 31, 2021). All outstanding unvested RSUs held by Mr. Ulbrich will vest in full as of December 31, 2021. The pro-rata portion of any PSUs for any performance
period that was in effect at December 31, 2021, are included at full payout assuming target performance is achieved.

| 2022 Proxy Statement

55

Executive Compensation Executive Compensation Tables

Karen Brennan
Element of Compensation

Voluntary
Termination

Involuntary
Termination(no cause)

Qualified
Retirement(1)Upon Change inControl (CIC)

CIC - Involuntary
Termination

Cash Severance Benefit(2)$—$1,639,231$—$—$2,458,846

Vacation Pay

$—

$—

$—

$—

$—

Benefit Continuation$—$22,053$—$—$22,053

Deferred Compensation Balance

$—

$—

$—

$—

$—

Annual Incentive Awards$—$1,120,000$—$—$1,120,000- Stock Options

$—

$—

$—

$—

$—

- Restricted Shares$—$—$5,821,515$—$5,821,515(4)- Cash

$—

$—

$—

$—

$—

Outplacement Services$—$25,000$—$—$25,000

Total Value of Payments$0$2,806,284$5,821,515$—$9,447,414(3)Long Term Incentive Awards

Notes:(1) Assumes the date of termination for Ms. Brennan is December 31, 2021, and the price per share of our common stock on the date of termination is $269.34 (which was the priceper share of our common stock at the close of trading on the NYSE on December 31, 2021). All outstanding unvested RSUs held by Ms. Brennan will vest as scheduled. All
outstanding PSUs are included at full payout assuming target performance is achieved.
(2) Involuntary termination provides current severance benefits under our Severance Pay Plan as follows: 54 weeks of per annum base, one times AIP target, and pro-rated AIPbonus based on exit date. Involuntary termination under a change in control provides current benefits as follows: one and a half times per annum base, one and a half times
AIP target, and pro-rated AIP bonus based on exit date.
(3) Based on our Severance Pay Plan, a pro-rated AIP payment is due based on the time of year the exit occurred. The amount shown assumes a December 31, 2021, termination
date, resulting in full pro-ration, without applying the individual multiplier.
(4) Assumes a change in control has occurred, Ms. Brennan has incurred an involuntary termination of service without cause as of December 31, 2021, and the price pershare of our common stock on the date of termination is $269.34 (which was the price per share of our common stock at the close of trading on the NYSE on
December 31, 2021). All outstanding unvested RSUs held by Ms. Brennan will vest in full as of December 31, 2021. The pro-rata portion of any PSUs for any
performance period that was in effect at December 31, 2021, are included at full payout assuming target performance is achieved.

56| 2022 Proxy Statement

jll.comExecutive Compensation Executive Compensation Tables

Yishai Lerner
Element of Compensation

Voluntary
Termination

Involuntary
Termination(no cause)

Qualified
Retirement(1)Upon Change inControl (CIC)

CIC - Involuntary
Termination

Cash Severance Benefit(2)$—$2,544,231$—$—$3,816,346

Vacation Pay

$—

$—

$—

$—

$—

Benefit Continuation$—$26,735$—$—$26,735

Deferred Compensation Balance

$—

$—

$—

$—

$—

Annual Incentive Awards$—$2,025,000$—$—$2,025,000- Stock Options

$—

$—

$—

$—

$—

- Restricted Shares$—$—$22,334,211$—$22,334,211(4)- Cash

$—

$—

$—

$—

$—

Outplacement Services$—$25,000$—$—$25,000

Total Value of Payments$—$4,620,966$22,334,211$—$28,227,292(3)Long Term Incentive Awards

Notes:(1) Assumes Mr. Lerner’s date of termination is December 31, 2021, and the price per share of our common stock on the date of termination is $269.34 (which was the price pershare of our common stock at the close of trading on the NYSE on December 31, 2021). All outstanding unvested RSUs held by Mr. Lerner will vest as scheduled. All outstanding
PSUs are included at full payout assuming target performance is achieved.
(2) Involuntary termination provides current severance benefits under our Severance Pay Plan as follows: 54 weeks of per annum base, one times AIP target, and pro-rated AIPbonus based on exit date. Involuntary termination under a change in control provides current benefits as follows: one and a half times per annum base, one and a half times
AIP target, and pro-rated AIP bonus based on exit date.
(3) Based on our Severance Pay Plan, a pro-rated AIP payment is due based on the time of year the exit occurred. The amount shown assumes a December 31, 2021, termination
date, resulting in full pro-ration, without applying the individual multiplier.
(4) Assumes a change in control has occurred, Mr. Lerner has incurred an involuntary termination of service without cause as of December 31, 2021, and the price pershare of our common stock on the date of termination is $269.34 (which was the price per share of our common stock at the close of trading on the NYSE on
December 31, 2021). All outstanding unvested RSUs held by Mr. Lerner will vest in full as of December 31, 2021. The pro-rata portion of any PSUs for any performance
period that was in effect at December 31, 2021, are included at full payout assuming target performance is achieved.

| 2022 Proxy Statement

57

Executive Compensation Executive Compensation Tables

Mihir Shah
Element of Compensation

Voluntary
Termination

Involuntary
Termination(no cause)

Qualified
Retirement(1)Upon Change inControl (CIC)

CIC - Involuntary
Termination

Cash Severance Benefit(2)$—$2,544,231$—$—$3,816,346

Vacation Pay

$—

$—

$—

$—

$—

Benefit Continuation$—$26,552$—$—$26,552

Deferred Compensation Balance

$—

$—

$—

$—

$—

Annual Incentive Awards$—$2,025,000$—$—$2,025,000- Stock Options

$—

$—

$—

$—

$—

- Restricted Shares$—$—$22,334,211$—$22,334,211(4)- Cash

$—

$—

$—

$—

$—

Outplacement Services$—$25,000$—$—$25,000

Total Value of Payments$—$4,620,783$22,334,211$—$28,227,109(3)Long Term Incentive Awards

Notes:(1) Assumes Mr. Shah’s date of termination is December 31, 2021, and the price per share of our common stock on the date of termination is $269.34 (which was the price pershare of our Common Stock at the close of trading on the NYSE on December 31, 2021). All outstanding unvested RSUs held by Mr. Shah will vest as scheduled. All outstanding
PSUs are included at full payout assuming target performance is achieved.
(2) Involuntary termination provides current severance benefits under our Severance Pay Plan as follows: 54 weeks of per annum base, one times AIP target, and pro-rated AIPbonus based on exit date. Involuntary termination under a change in control provides current benefits as follows: one and a half times per annum base, one and a half times
AIP target, and pro-rated AIP bonus based on exit date.
(3) Based on our Severance Pay Plan, a pro-rated AIP payment is due based on the time of year the exit occurred. The amount shown assumes a December 31, 2021, termination
date, resulting in full pro-ration, without applying the individual multiplier.
(4) Assumes a change in control has occurred, Mr. Shah has incurred an involuntary termination of service without cause as of December 31, 2021, and the price per shareof our common stock on the date of termination is $269.34 (which was the price per share of our common stock at the close of trading on the NYSE on December 31,2021). All outstanding unvested RSUs held by Mr. Shah will vest in full as of December 31, 2021. The pro-rata portion of any PSUs for any performance period that wasin effect at December 31, 2021, are included at full payout assuming target performance is achieved.

58| 2022 Proxy Statement

jll.comExecutive Compensation Executive Compensation Tables

Gregory O’Brien
Element of Compensation

Voluntary
Termination

Involuntary
Termination(no cause)

Qualified
Retirement(1)Upon Change inControl (CIC)

CIC - Involuntary
Termination

Cash Severance Benefit(2)$—$2,634,231$—$—$3,951,346

Vacation Pay

$—

$—

$—

$—

$—

Benefit Continuation$—$26,041$—$—$26,041

Deferred Compensation Balance

$—

$—

$—

$—

$—

Annual Incentive Awards$—$2,115,000$—$—$2,115,000

$—

$—

$—

$—

$—

$13,102,852$13,102,852$13,102,852$—$13,102,852(4)

$—

$—

$—

$—

$—

$—

$25,000$—$—$25,000$13,102,852$17,903,124$13,102,852$—$19,220,239(3)Long Term Incentive Awards- Stock Options- Restricted Shares(5)- CashOutplacement Services
Total Value of Payments
Notes:(1) Assumes Mr. O’Brien’s date of termination is December 31, 2021, and the price per share of our common stock on the date of termination is $269.34 (which was the price pershare of our common stock at the close of trading on the NYSE on December 31, 2021). All outstanding unvested RSUs held by Mr. O’Brien will vest as scheduled. All
outstanding PSUs are included at full payout assuming target performance is achieved.
(2) Involuntary termination provides current severance benefits under our Severance Pay Plan as follows: 54 weeks of per annum base, one times AIP target, and pro-rated AIPbonus based on exit date. Involuntary termination under a change in control provides current benefits as follows: one and a half times per annum base, one and a half times
AIP target, and pro-rated AIP bonus based on exit date.
(3) Based on our Severance Pay Plan, a pro-rated AIP payment is due based on the time of year the exit occurred. The amount shown assumes a December 31, 2021, termination
date, resulting in full pro-ration, without applying the individual multiplier.
(4) Assumes a change in control under our Stock Award and Incentive Plans has occurred, Mr. O’Brien has incurred an involuntary termination of service without cause asof December 31, 2021, and the price per share of our common stock on the date of termination is $269.34 (which was the price per share of our common stock at theclose of trading on the NYSE on December 31, 2021). All outstanding unvested RSUs held by Mr. O’Brien will vest in full as of December 31, 2021. The pro-rata portionof any PSUs for any performance period that was in effect at December 31, 2021, are included at full payout assuming target performance is achieved.
(5) Eligible for retirement and will continue to vest if voluntary termination occurs. (Under the assumption that a non-solicit waiver has been received.)| 2022 Proxy Statement

59

Executive Compensation Executive Compensation Tables

Chief Executive Officer pay ratio disclosure
As a global organization, we had approximately 98,000 employees
operating in 80 countries at the end of 2021 (with approximately
64,800 outside the U.S.). Our objective is to provide competitivecompensation commensurate with each employee’s position andgeographic location. The following ratio of our CEO’s annual totalcompensation to that our median employee is provided pursuant to
Item 402(u) of SEC Regulation S-K and Section 953(b) of the
Dodd-Frank Wall Street Reform and Consumer Protection Act.

Methodology for Identifying the Median Employee
The Compensation Committee reviewed a comparison of our CEO’s
annual total compensation in 2021 to that of the median employee
for the same period. As permitted under Item 402(u), the Company
determined that during 2021, there was not a significant change in
our employee population, compensation arrangements, or in our
median employee’s circumstances that we reasonably believe
would significantly affect our pay ratio disclosure. As a result, we areusing the same median employee for 2021 as used for 2020.

60| 2022 Proxy Statement

Further, as part of our methodology under the “de minimis”
exemption, we excluded a total of 3,825 non-U.S. employees(approximately 4.2% of our total workforce) in 15 countries, as set
forth in further detail on Annex B.

Pay Ratio
We calculated annual total compensation for the median employee
consistent with the same methodology we used for our CEO as set
forth in the 2021 Summary Compensation Table. Using thesecalculations, our Chief Executive Officer received $12,856,819 andour median employee received approximately $60,300 incompensation in 2021. The pay ratio is 213:1.
We used reasonable estimates, assumptions, and methodologies to
identify the median employee and calculate the pay ratio presented.
Because the SEC rules for identifying the median employee andcalculating the pay ratio allow companies to use different
methodologies, exemptions, estimates, and assumptions, the above
disclosure may not be comparable to the pay ratio disclosure
provided by other companies.

jll.comSecurity
Ownership

Security ownership by Directors and management

62

Security ownership by certain other beneficial owners 63
Certain relationships and related transactions

63

Delinquent Section 16(a) reports

63| 2022 Proxy Statement

61

Security Ownership Security Ownership by Directors and Management

Security ownership by Directors and management
The following table provides information about the beneficial ownership of our common stock, which constitutes JLL’s only outstanding
voting security, as of April 1, 2022, our Record Date, by:● Each Director and Director nominee of JLL;
● Each of the Named Executive Officers; and● The Directors, Director nominees and executive officers of JLL as a group.

On April 1, 2022 there were 49,608,928 shares of common stock outstanding.
The table includes shares that the indicated individual had the right to acquire within 60 days after April 1, 2022. It also includes shares thereceipt of which certain of our Directors have deferred under a deferred compensation program described above under “Non-employee
Director compensation.” The table does not include unvested RSUs issued under the existing Stock Award and Incentive Plans unless they vest
within 60 days after April 1, 2022, since such units do not carry voting or investment power. Unless otherwise indicated in the footnotes, allsuch interests are owned directly and the indicated person or entity has sole voting and dispositive power with respect to the interests.
Shares of Common Stock Beneficially Owned
Number(2)Percent of Class (%)

19,708*Matthew Carter, Jr.

2,580

*

Samuel A. Di Piazza, Jr.

12,662*

Tina Ju

663*

Bridget Macaskill

5,670

*

Deborah H. McAneny

11,372*Siddharth (Bobby) Mehta

1,840

*

Jeetendra (Jeetu) I. Patel

2,043

*

Sheila A. Penrose

Names of Beneficial Owners (1)Directors:

Hugo Bagué

52,717*

Ann Marie Petach

6,093

*

Efrain Rivera

917*

93,062*

Karen Brennan

5,705

*

Yishai Lerner

19,490*Mihir Shah

19,490*

Gregory O’ Brien

42,000*All Directors, Director nominees and executive officers as a group (25 persons)

296,012*(3)

Christian Ulbrich
Named Executive Officers:* Less than 1%(1) The address of each person is c/o Jones Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago, Illinois 60601.
(2) Under SEC rules, “beneficial ownership” for purposes of this table takes into account shares as to which the individual has or shares voting and/or investment power
as well as shares that may be acquired within 60 days (such as by vesting of restricted stock units) and is different from beneficial ownership for purposes of Section 16of the 1934 Act, which may result in a number that is different from the beneficial ownership number reported in forms filed pursuant to Section 16.
(3) Sheila Penrose is stepping down as a Director when her term ends at the 2022 Annual Meeting.

62| 2022 Proxy Statement

jll.comSecurity Ownership Security Ownership by Certain Other Beneficial Owners

Security ownership by certain other beneficial owners
The following table displays information about persons we know were the beneficial owners of more than 5% of our issued and outstanding
common stock as of December 31, 2021.
Shares of Common Stock Beneficially Owned
Number

Percent of Class (%)

7,304,857

14.47%

Generation Investment Management LLP

4,747,674

9.41%

Names of Beneficial Owners

The Vanguard Group(1)(2)

BlackRock, Inc.

4,454,760

8.8%

Cohen & Steers, Inc.(4)4,095,901

8.12%

FMR LLC(5)2,858,794

5.66%

(3)

(1) Based solely on information in a Schedule 13G/A filed on February 9, 2022, by The Vanguard Group. The Vanguard Group has shared voting power with regard to
25,256 shares, sole dispositive power with regard to 7,235,599 shares, and shared dispositive power with regard to 69,258 shares. The address of The Vanguard Groupis 100 Vanguard Blvd., Malvern, PA 19355.
(2) Based solely on information in a Schedule 13G/A filed on February 14, 2022, by Generation Investment Management LLP, together with its affiliates, Generation
Investment Management US LLP, Generation IM Fund plc, and Generation IM Global Equity Fund LLC. Generation Investment Management LLP has sole voting anddispositive power with regard to 34,008 shares and shared voting and dispositive power with regard to 4,713,666 shares. Generation Investment Management US LLP
has shared voting and dispositive power with regard to 2,329,331 shares. Generation IM Fund plc has shared voting and dispositive power with regard to 1,438,307
shares. Generation IM Global Equity Fund LLC has shared voting and dispositive power with regard to 1,241,364 shares. The address of Generation Investment
Management LLP is 20 Air Street, 7th Floor, London W1B 5AN, United Kingdom.
(3) Based solely on information in a Schedule 13G filed on February 1, 2022, by BlackRock, Inc. BlackRock has sole voting power with regard to 4,262,371 shares and sole
dispositive power with regard to 4,454,760 shares. The address of BlackRock, Inc. is 55 East 52nd St., New York, NY 10055.
(4) Based solely on information in a Schedule 13G filed on February 14, 2022, by Cohen & Steers, Inc., together with its affiliates, Cohen & Steers Capital Management Inc.,
Cohen & Steers UK Limited, Cohen & Steers Asia Limited, and Cohen & Steers Ireland Limited. Cohen & Steers, Inc. has sole voting power with regard to 3,615,948
shares and sole dispositive power with regard to 4,095,901 shares. Cohen & Steers Capital Management Inc. has sole voting power with regard to 3,607,830 shares andsole dispositive power with regard to 4,080,571 shares. Cohen & Steers UK Limited has sole voting power with regard to 5,536 shares and sole dispositive power withregard to 12,748 shares. Cohen & Steers Asia Limited has sole voting power with regard to 0 shares and sole dispositive power with regard to 0 shares. Cohen & Steers
Ireland Limited has sole voting power with regard to 2,582 shares and sole dispositive power with regard to 2,582 shares. The address of Cohen & Steers, Inc. is 280
Park Avenue, 10th Floor, New York, NY 10017.
(5) Based solely on information in a Schedule 13G filed on February 8, 2022, by FMR LLC. FMR LLC has sole voting power with regard to 409,920 shares and sole dispositive
power with regard to 2,858,794 shares. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.

Certain relationships and related transactions
Since January 1, 2021, JLL did not participate in any transactions involving any of our executive officers, Directors, beneficial owners of morethan 5% of JLL’s common stock, or an immediate family member of any such person that are required to be described pursuant to Item 404(a)of SEC Regulation S-K.

Delinquent Section 16(a) reports
Under U.S. securities laws, directors, certain officers and persons
holding more than 10% of our common stock must report their initialownership of our common stock and any changes in their ownershipto the SEC. The SEC has designated specific due dates for thesereports, and we must identify in this Proxy Statement those persons
who did not file these reports when due. Based solely on our review
of copies of the reports filed with the SEC and the written
representations of our directors and executive officers, we believethat all reporting requirements for fiscal year 2021 were compliedwith by each person who at any time during the 2021 fiscal year was a
director or an executive officer or held more than 10% of ourcommon stock, except for the following: Messrs. Bloxam, Murray,O’Brien, Tse and Ulbrich (and Jeff Jacobson, Anthony Couse and Guy
Grainger who each served as an executive officer during a portion of
fiscal year 2021), each filed a Form 4 two business days late on

March 18, 2021, to report the common stock received on vesting of apreviously reported performance stock unit award; Messrs. Bagué
and Di Piazza each filed a Form 4 one business day late on April 5,
2021, to report the grant of common stock as part of his retainer; Mr.
Bloxam filed a Form 4 twelve business days late on June 7, 2021, toreport the sale of common stock; Ms. Kylie Kendrick (who served as
an executive officer during a portion of fiscal year 2021) filed a Form 4seven business days late on June 25, 2021, to report the grant of
restricted stock units; and Mr. Carter filed a Form 4 one business daylate on November 26, 2021, to report the common stock received onvesting of a previously reported restricted stock unit award. The latefilings were due to unforeseen administrative delays in receiving,
reviewing and confirming the information to be disclosed, as well as
an issue involving the software utilized by the Company to make
Section 16(a) filings.
| 2022 Proxy Statement

63This page intentionally left blankAuditMatters

Proposal 3 – Ratification of appointment of
independent registered public accounting firmInformation about our independent registered public
accounting firm
Audit and non-audit fees
Pre-approval of audit and permitted non-audit services of
the independent registered public accounting firm

Audit committee report

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| 2022 Proxy Statement

65

Audit Matters Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

Proposal 3 – Ratification of appointment of independent
registered public accounting firm
The Audit Committee has appointed the firm of KPMG LLP as JLL’s
independent registered public accounting firm for 2022, and we areasking our shareholders to ratify this appointment. Although we are
not required to seek shareholder ratification, the Board believes thatdoing so is consistent with corporate governance best practices. If
the selection of KPMG LLP is not ratified, the Audit Committee will

explore the reasons for shareholder rejection and will reconsider
whether to retain KPMG LLP, but may, nonetheless, retain KPMG LLP
as JLL’s independent registered public accounting firm. The Audit
Committee retains the right to appoint a different independent
registered public accounting firm at any time during 2022 for any
reason.

The Board recommends you vote FOR ratification of the appointment of KPMG LLP as JLL’s independent registeredpublic accounting firm for 2022.

Information about our independent registered public
accounting firm
For a number of years, KPMG LLP has been the independent registered public accounting firm that audits the financial statements of JLL andmost of our subsidiaries. JLL expects that representatives of KPMG LLP will attend the 2022 Annual Meeting online and may make a statement.
Such representatives will be available to respond to appropriate questions.

Audit and non-audit fees
The following table presents fees for the professional services that KPMG LLP rendered for the audit of JLL’s annual financial statements(including auditing our internal controls over financial reporting for purposes of Section 404 of the Sarbanes-Oxley Act of 2002), audit-relatedfees, tax fees, and fees billed for other services during 2021 and 2020.
2021 ($ in thousands)

2020 ($ in thousands)

Audit fees

$6,426$6,865

Audit-related fees

$1,154$1,510

$91

$145

-

-

$7,671$8,520Fees for the Year Ended on December 31

Tax fees
All other fees
Total

Audit fees
These amounts represent fees paid to KPMG LLP for services
necessary to perform an audit in accordance with the standards of
the Public Company Accounting Oversight Board (United States)and quarterly reviews of JLL’s consolidated financial statements.
This includes fees for review of the tax provision and fees foraccounting consultations on matters reflected in the consolidated
financial statements. Audit fees also include services required bystatute or regulation (foreign or domestic), such as comfort letters,
consents, reviews of SEC filings, and statutory audits in non-U.S.
locations.

Audit-related fees
Audit-related fees consist of fees for employee benefit plan audits, accounting consultation on proposed transactions, internal control-related
matters, and services not required by statute or regulation.

Tax fees
Tax fees consist of fees for tax compliance, tax planning, and tax advice. Tax planning and tax advice encompass a diverse range of services,
including consultation, research, and assessment of tax planning initiatives, assistance with tax audits and appeals, employee benefit plans,
and requests for rulings or technical advice from taxing authorities.

All other fees
All other fees would consist of fees for all other non-audit services. There were no such services provided in 2020 or 2021.
66| 2022 Proxy Statement

jll.comAudit Matters Audit Committee Report

Pre-approval of audit and permitted non-audit services of the independent
registered public accounting firm
The Audit Committee has established a policy for pre-approval of
audit and permitted non-audit services by the independent
registered public accounting firm. At each of its meetings, the full
Audit Committee considers, and approves or rejects, any proposedservices and fee estimates that are presented by management. The
Audit Committee has designated its Chairman to consider approvalof services arising between meetings that were not pre-approved.

Services approved by the Chairman are ratified by the full Audit
Committee at its next regular meeting. For each proposed service,
the independent registered public accounting firm provides
supporting documentation detailing the service and an estimate ofcosts. During 2021, the Audit Committee pre-approved all services
performed by the independent registered public accounting firm.

Audit committee report
As more particularly described above under “Corporate governanceprinciples and Board matters,” the Audit Committee of the Board is
responsible for providing independent, objective oversight of JLL’s
accounting functions and internal and disclosure controls. The Audit
Committee is composed of seven Directors, each of whom isindependent as defined by applicable Securities and Exchange
Commission rules and by the New York Stock Exchange listing
standards in effect at the time this Proxy Statement was mailed. The
Audit Committee operates under a written charter, which has been
approved by the Board of Directors and is available on our website.
Management is responsible for JLL’s internal and disclosure controls
and its financial reporting process. The independent registeredpublic accounting firm is responsible for performing an independent
audit of JLL’s consolidated financial statements and the effective
operation of internal controls over financial reporting, all inaccordance with the standards of the Public Company Accounting
Oversight Board (PCAOB), and for issuing a report thereon. The Audit
Committee’s responsibility is to oversee these processes.
In connection with these responsibilities, the Audit Committee met
with management and the independent registered public
accounting firm to review and discuss the December 31, 2021,
audited financial statements, as well as JLL’s internal controls overfinancial reporting, for which an attestation by such firm is required

under Section 404 of the Sarbanes-Oxley Act of 2002. The Audit
Committee also discussed with KPMG LLP its evaluation of theaccounting principles, practices and judgments applied bymanagement, and any items required to be communicated by KPMG
LLP in accordance with regulations promulgated by the SEC and the
PCAOB. The Audit Committee also received written disclosures fromthe independent registered public accounting firm required by theapplicable requirements of the PCAOB regarding such firm’s
communications with the Audit Committee concerning
independence, and the Audit Committee discussed with KPMG LLP
that firm’s independence under the relevant standards. The Audit
Committee also reviewed the selection, application, and disclosureof our critical accounting policies pursuant to SEC Financial Release
No. 60, “Cautionary Advice Regarding Disclosure of Critical
Accounting Policies.”
Based upon the Audit Committee’s discussions with management
and the independent registered public accounting firm, and the
Audit Committee’s review of the representations of management
and the independent registered public accounting firm, the Audit
Committee recommended that the Board of Directors include theaudited consolidated financial statements in JLL’s Annual Report on
Form 10-K for the year ended December 31, 2021, which has been
filed with the SEC.
The Audit Committee
Ann Marie Petach (Chairman)
Matthew Carter, Jr.
Tina Ju
Bridget Macaskill
Siddharth N. Mehta
Jeetendra I. Patel
Efrain Rivera| 2022 Proxy Statement

67This page intentionally left blankQuestions and answers about our 2022 Annual Meeting70
and voting70
Why am I receiving these materials?

Additional
Information

What items of business will be voted on at the 2022 Annual
Meeting and what is the voting requirement for each?
How many shares must be present or represented to
conduct business at the 2022 Annual Meeting?
What will I need to attend the 2022 Annual Meeting?
How can I vote my shares in the 2022 Annual Meeting?
How can I vote my shares without attending the 2022
Annual Meeting?
What shares may I vote?
May I change my vote or revoke my proxy?
What happens if I sign my proxy card but do not give
specific voting instructions?
What happens if a Director does not receive a majority ofthe votes cast?
Why is JLL making these materials available over theInternet rather than mailing them?
How can I have printed copies of the proxy materials mailed
to me?
What is householding?
Why did I receive more than one set of voting materials?
Where can I find the voting results of the 2022 Annual
Meeting?
What is the deadline to propose actions for consideration atnext year’s annual meeting of shareholders or to nominate
individuals to serve as Directors?
Who will pay the cost of this proxy solicitation?

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| 2022 Proxy Statement69Additional Information Questions and Answers About the Proxy Materials and Our 2022 Annual Meeting

Questions and answers about our 2022 Annual Meeting andvotingWhen

Thursday, May 26, 2022
9:00 a.m., Central Time

Virtual Meeting

Record Date

Via live audio webcast atwww.virtualshareholder
meeting.com/JLL22

Shareholders as ofApril 1, 2022
are entitled to vote

Virtual meeting format
The 2022 Annual Meeting will be conducted online through a live audio webcast. We initially adopted a virtual meeting format during the firstyear of the COVID-19 pandemic and continue to believe that this practice facilitates stockholder attendance and enables stockholders toparticipate fully, equally, and safely from any location around the world, at no cost. The accompanying Proxy Statement contains information
about participating in the 2022 Annual Meeting online. You will not be able to attend the 2022 Annual Meeting physically in person.

Why am I receiving these materials?
The Board has made these materials available to you over the Internet or has delivered printed versions of these materials to you by mail, in
connection with the Board’s solicitation of proxies for use at our 2022 Annual Meeting of Shareholders. The 2022 Annual Meeting of
Shareholders is scheduled to be held Thursday, May 26, 2022, at 9:00 a.m., Central Time, via live audio webcast through the link set out at the
top of this page. You will need the 16- digit control number provided on the Notice of Internet Availability of Proxy Materials or your proxy card
(if applicable). This solicitation is for proxies for use at the 2022 Annual Meeting or at any reconvened meeting after an adjournment or
postponement of the 2022 Annual Meeting.

What items of business will be voted on at the 2022 Annual Meeting and whatis the voting requirement for each?
The table below details information regarding the proposals to be voted on at the 2022 Annual Meeting, the Board’s recommendation on how
to vote on each proposal, the votes required to approve each proposal, and the effect of abstentions and broker non-votes.
Proposal*

70

Voting Options

Board
Recommendation

Vote Required to
Adopt the Proposal

Effects ofAbstentions

Effect of Broker
Non-Votes*

Proposal 1: Election of twelve
Directors identified in this Proxy
Statement to serve one-year terms
until the 2023 Annual Meeting of
Shareholders and until theirsuccessors are duly elected andqualifiedFor, Against or
Abstain on eachnominee

FOR eachnominee

Majority of votes
cast with respect toeach nominee

No effect

No effect

Proposal 2: Approval, by
non-binding vote, of named
executive officer compensation

For, Against or
AbstainFOR

Majority of
votes castNo effect

No effect

Proposal 3: Ratification of
appointment of KPMG LLP as JLL’s
independent registered public
accounting firm for the year ending
December 31, 2022

For, Against or
AbstainFOR

Majority of
votes castNo effect

N/A: brokers havediscretion to votewithout instructions

See “What happens if I sign my proxy card but do not give specific voting instructions?” for an explanation of the term “broker non-vote.”| 2022 Proxy Statement

jll.comAdditional Information Questions and Answers About the Proxy Materials and Our 2022 Annual Meeting

How many shares must be present or represented to conduct business at the2022 Annual Meeting?
We will have a quorum to hold the 2022 Annual Meeting and transact business if holders of a majority of shares of our common stock that areissued and outstanding and entitled to vote are present or represented by proxy.

What will I need to attend the 2022 Annual Meeting?
You are entitled to attend the virtual 2022 Annual Meeting online
only if you were a shareholder of record at the close of business on
Friday, April 1, 2022—the Record Date— or you hold a valid proxy forthe 2022 Annual Meeting. You may attend the 2022 Annual Meeting,vote, and submit a question during the 2022 Annual Meeting byvisiting www.virtualshareholdermeeting.com/JLL22 and using your
16 digit control number to enter the meeting. If you are not ashareholder of record but hold shares as a beneficial owner in street
name, you may be required to provide proof of beneficial ownership,such as your most recent account statement as of the Record Date, acopy of the voting instruction form provided by your broker, bank,trustee, or nominee, or other similar evidence of ownership. If you
do not comply with the procedures outlined above, you will not be
admitted to the virtual 2022 Annual Meeting.
The recording, distribution or reproduction of the 2022 Annual
Meeting, or any portion of the 2022 Annual Meeting, for any reason isstrictly prohibited.

How can I vote my shares in the 2022 Annual Meeting?
Our 2022 Annual Meeting will be held entirely online. Shareholders
may participate in the 2022 Annual Meeting by visiting the following
website: www.virtualshareholdermeeting.com/JLL22. To participate
in the 2022 Annual Meeting, you will need the 16-digit control
number included on your Notice, on your proxy card or on the
instructions that accompanied your proxy materials. Shares held inyour name as the shareholder of record at the close of business on
Friday, April 1, 2022—the Record Date— may be voted electronicallyduring the 2022 Annual Meeting. Shares for which you are thebeneficial owner but not the shareholder of record as of the Record
Date also may be voted electronically during the 2022 Annual
Meeting. However, even if you plan to attend the 2022 Annual
Meeting, we recommend that you vote your shares in advance, sothat your vote will be counted if you later decide not to attend the2022 Annual Meeting.

How can I vote my shares without attending the 2022 Annual Meeting?
To vote your shares without attending the meeting, please follow
the instructions for Internet or telephone voting on the Notice ofInternet Availability of Proxy Materials. If you request printed copiesof the proxy materials by mail, you may also vote by signing andsubmitting your proxy card and returning it by mail, if you are theshareholder of record, or by signing the voter instruction form
provided by your bank or broker and returning it by mail, if you are
the beneficial owner but not the shareholder of record. This way
your shares will be represented whether or not you are able toattend the meeting.

What shares may I vote?
Only shareholders of record of JLL’s common stock at the close ofbusiness on the Record Date are entitled to notice of, and to vote at,the 2022 Annual Meeting. To determine whether a quorum is present
at the 2022 Annual Meeting, we will count shares of our common
stock represented in person or by properly executed proxy. Eachshare is entitled to one vote for as many individuals as there are
Directors to be elected, and one vote on all other matters. As of theRecord Date, there were 49,608,928 voting shares of common stock
outstanding.

| 2022 Proxy Statement71Additional Information Questions and Answers About the Proxy Materials and Our 2022 Annual Meeting

May I change my vote or revoke my proxy?
You may change your vote at any time prior to the vote at the 2022
Annual Meeting. If you are the shareholder of record, you maychange your vote by:● Granting a new proxy bearing a later date (which automatically

revokes the earlier proxy);● Providing written notice that you wish to revoke your proxy; or● If you are a registered shareholder or hold a proxy from a

registered shareholder (and meet other requirements as
described in “What will I need to attend the 2022 Annual Meeting?”
above), you may attend the 2022 Annual Meeting online and voteelectronically through the virtual meeting platform.

A written notice of revocation must be sent to our Corporate
Secretary at our principal executive office. Attendance at the 2022
Annual Meeting online will not cause your previously granted proxy
to be revoked unless you specifically so request.
If you hold your shares in street name, you may change your vote by:● submitting new voting instructions to your broker, trustee ornominee; or● attending the 2022 Annual Meeting online and voting on thevirtual meeting platform, but only if you have a legal proxy fromyour broker, trustee, or nominee giving you the right to vote yourshares.

What happens if I sign my proxy card but do not give specific voting
instructions?
If you hold shares in your own name, and you submit a proxy
without giving specific voting instructions, the proxy holders will
vote your shares in the manner recommended by our Board on all
matters presented in this Proxy Statement, and in their discretionshould any other matters be presented at the 2022 Annual Meeting.

If you hold shares in street name and do not provide your broker
with specific voting instructions, under the rules that govern brokers
in such circumstances, your broker will not have the authority to
exercise discretion to vote your shares on any proposal other thanthe proposal to ratify the appointment of KPMG LLP as our
independent registered public accounting firm for 2022. This iscommonly called a “broker non-vote.”

What happens if a Director does not receive a majority of the votes cast?
Under our By-Laws, if a Director does not receive the vote of at least the majority of the votes cast, that Director must promptly tender aresignation to the Board. For more information, see “Majority voting” on page 21.

Why is JLL making these materials available over the Internet rather thanmailing them?
Under the SEC’s “Notice and Access Rule,” we may furnish proxymaterials electronically rather than mailing printed copies to eachshareholder. Electronic delivery helps us meet our sustainability
goals and also saves significant postage, printing, and processing
costs. If you received a Notice of Internet Availability of Proxy

Materials by mail, you will not receive a printed copy of our proxymaterials unless you specifically request one. Instead, the Notice ofInternet Availability of Proxy Materials explains how to access andreview our proxy materials online and how to access your proxy card
to vote your shares.

How can I have printed copies of the proxy materials mailed to me?
If you received a Notice of Internet Availability by mail, and you would prefer to receive a printed copy of our proxy materials, including a paper
proxy card, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

72| 2022 Proxy Statement

jll.comAdditional Information Questions and Answers About the Proxy Materials and Our 2022 Annual Meeting

What is householding?
As permitted by SEC rules, to the extent we are delivering paper
copies of our proxy materials, only one copy of this Proxy Statement
is being delivered to shareholders residing at the same addressunless the shareholders have notified us of their desire to receive
individual copies. This is known as “householding.” We will promptly
deliver a separate copy of the Proxy Statement to any shareholder
who requests one. Requests for additional copies for the current
year or future years should be directed to our Corporate Secretary at

our principal executive office. If you share an address with othershareholders and currently receive multiple copies of the Proxy
Statement, you may request that only a single copy be mailed in the
future. Record holders can make such a request by contacting
Computershare by phone at +1.866.210.8055 or by mail at 462 South
Fourth Street, Suite 1600, Louisville, Kentucky 40202. Beneficial
owners should contact their bank, broker, or other nominee.

Why did I receive more than one set of voting materials?
If you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each account. If you are ashareholder of record and your shares are registered in more than one name, you will receive more than one Notice of Internet Availability ofProxy Materials. Please vote each proxy you receive, since each one represents different shares that you own.

Where can I find the voting results of the 2022 Annual Meeting?
We intend to announce preliminary voting results at the 2022 Annual Meeting and then disclose the final results in a Form 8-K filing with the
SEC within four business days after the 2022 Annual Meeting.

What is the deadline to propose actions for consideration at next year’s
annual meeting of shareholders or to nominate individuals to serve as
Directors?
Shareholder proposals intended to be presented at the annual
meeting in 2023 and included in JLL’s proxy statement and form ofproxy relating to that annual meeting pursuant to Rule 14a-8 underthe 1934 Act must be received by JLL at our principal executive officeby December 16, 2022.
Our By-Laws require that any proposals made outside of Rule 14a-8
must be submitted to our Corporate Secretary at our principal
executive office between January 26, 2023 and February 25, 2023.
In addition, any shareholder intending to nominate a candidate forelection to the Board at the annual meeting in 2023 must give timely
written notice to our Corporate Secretary at our principal executive
office between January 26, 2023, and February 25, 2023.
In addition to satisfying the foregoing requirements under our
ByLaws, to comply with the universal proxy rules (once effective),stockholders who intend to solicit proxies in support of director
nominees other than JLL's nominees must provide notice that sets
forth the information required by Rule 14a19 promulgated under the
Exchange Act no later than March 27, 2023.

Shareholders may, subject to and in accordance with our By-Laws,
recommend director candidates for consideration by the
Nominating, Governance and Sustainability Committee. The
recommendation must be delivered to our Corporate Secretary, whowill forward the recommendation to the Nominating, Governanceand Sustainability Committee for consideration.
Our “Proxy Access for Director Nominations” bylaw permits ashareholder, or a group of up to 20 shareholders, owning at least 3%of JLL’s outstanding common stock continuously for at least three
years, to nominate and include in our proxy materials director
nominees constituting up to two individuals or 20% of the Board(whichever is greater), provided that the shareholder and thenominee(s) satisfy the requirements set forth in our By-Laws. We
must receive a shareholder’s notice to nominate a director using
JLL’s proxy materials between November 16, 2022 and December 16,
2022. Such notice should be addressed to the Corporate Secretary at
our principal executive office and contain the information requiredby our By-Laws under Article III, Section 15.

Who will pay the cost of this proxy solicitation?
This solicitation is made by the Board on behalf of JLL. JLL will pay
the cost of soliciting proxies. We have hired D.F. King & Co., Inc. toassist us in the solicitation of votes. We will pay D.F. King a fee of$10,500 plus customary costs and expenses for their services. We
have agreed to indemnify D.F. King against certain liabilities arisingout of or in connection with their services.

Upon request, we will also reimburse brokerage houses and othercustodians, nominees, and fiduciaries for forwarding proxy andsolicitation materials to shareholders. In addition, certain JLL
officers and employees, who will receive no additional
compensation for their services, may solicit proxies.

| 2022 Proxy Statement73This page intentionally left blankAnnexes

Annex A Reconciliation of GAAP and Non-GAAP
Financial Measures
Non-GAAP financial measures
Adjustments to GAAP financial measures used to calculate
non-GAAP financial measures
Reconciliation of non-GAAP financial measures
Reconciliation of AIP financial measures

Annex B Pay ratio excluded employees

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| 2022 Proxy Statement75Annexes Annex A Reconciliation of GAAP and Non-GAAP Financial Measures

Annex A Reconciliation of GAAP and Non-GAAP Financial
Measures
Non-GAAP financial measures
Management uses certain non-GAAP financial measures to develop
budgets and forecasts, measure and reward performance against
those budgets and forecasts, and enhance comparability to priorperiods. These measures are believed to be useful to investors andother external stakeholders as supplemental measures of core
operating performance and include the following.
(i) Fee revenue and Fee-based operating expenses,(ii) Adjusted EBITDA attributable to common shareholders("Adjusted EBITDA") and Adjusted EBITDA margin,(iii) Adjusted net income attributable to common shareholders andAdjusted diluted earnings per share; and(iv) Free Cash Flow.
However, non-GAAP financial measures should not be consideredalternatives to measures determined in accordance with U.S. GAAP.
Any measure that eliminates components of a company’s capital
structure, cost of operations or investments, or other results has
limitations as a performance measure. In light of these limitations,management also considers U.S. GAAP financial measures and does
not rely solely on non-GAAP financial measures. Because our
non-GAAP financial measures are not calculated in accordance with
U.S. GAAP, they may not be comparable to similarly titled measuresused by other companies.

Adjustments to GAAP financial measures used to calculate non-GAAP financial
measures
Gross Contract Costs represent certain costs associated withclient-dedicated employees and third-party vendors andsubcontractors and are indirectly reimbursed through the fees we
receive. These costs are presented on a gross basis in Operating
expenses with the equal amount of corresponding fees in Revenue
before reimbursements. Consistent with our treatment of directly
reimbursed expenses, excluding gross contract costs from both Feerevenue and Fee-based operating expenses more accurately reflects
how we manage our expense base and operating margins and alsoenables a more consistent performance assessment across a
portfolio of contracts with varying payment terms and structures,
including those with direct versus indirect reimbursement of suchcosts.
Net Non-Cash Mortgage Servicing Rights (MSR) and Mortgage
Banking Derivative Activity consists of the balances presented
within Revenue composed of (i) derivative gains/losses resulting
from mortgage banking loan commitment and warehousing activityand (ii) gains recognized from the retention of MSR upon originationand sale of mortgage loans, offset by (iii) amortization of MSR
intangible assets over the period net servicing income is projected tobe received. Noncash derivative gains/losses resulting frommortgage banking loan commitment and warehousing activity arecalculated as the estimated fair value of loan commitments andsubsequent changes thereof, primarily represented by the estimatednet cash flows associated with future servicing rights. MSR gains andcorresponding MSR intangible assets are calculated as the present
value of estimated net cash flows over the estimated mortgage
servicing periods. The above activity is reported entirely within
Revenue of the Capital Markets service line of the Americas segment.
Excluding net non-cash MSR and mortgage banking derivative
activity reflects how we manage and evaluate performance because
the excluded activity is non-cash in nature.

76| 2022 Proxy Statement

Restructuring and Acquisition Charges primarily consist of(i) severance and employment-related charges, including thoserelated to external service providers, incurred in conjunction with astructural business shift, which can be represented by a notablechange in headcount, change in leadership or transformation ofbusiness processes, (ii) acquisition, transaction andintegration-related charges, including non-cash fair value
adjustments to assets and liabilities recorded in purchaseaccounting such as earn-out liabilities and intangible assets and(iii) lease exit charges. Such activity is excluded as the amounts are
generally either noncash in nature or the anticipated benefits fromthe expenditures would not likely be fully realized until future
periods. Restructuring and acquisition charges are excluded fromsegment operating results and therefore not a line item in thesegments’ reconciliation to Adjusted EBITDA.
Amortization of Acquisition-Related Intangibles, primarily
composed of the estimated fair value ascribed at closing of an
acquisition to assets such as acquired management contracts,
customer backlog and relationships, and trade name, is morenotable following the company's increase in acquisition activity inrecent years. Such non-cash activity is excluded as the change inperiod-over-period activity is generally the result of longer-term
strategic decisions and therefore not necessarily indicative of core
operating results.
Gain on Disposition reflects the gain recognized on the sale ofbusinesses. Given the low frequency of business disposals by thecompany historically, the gain directly associated with such activity
is excluded as it is not considered indicative of core operating
performance. In 2021, $12.0 million of the activity related to abusiness disposition within Americas and $0.4 million related to asold business within EMEA, while activity in 2020 related to the saleof property management businesses in continental Europe.

jll.comAnnexes Annex A Reconciliation of GAAP and Non-GAAP Financial Measures

Reconciliation of non-GAAP financial measures
Below are the reconciliations of (i) Revenue to fee revenue and (ii) Operating expenses to fee-based operating expenses.

Year Ended December 31,($ in millions)

2021

2020

Revenue$19,367.0$16,589.9

Reimbursements(8,321.4)(7,689.8)

Revenue before reimbursements

11,045.6

8,900.1

Gross contract costs(2,881.5)(2,703.2)(59.3)(66.6)

Fee revenue$8,104.8$6,130.3

Operating expenses$18,323.5$16,030.8

Reimbursed expenses(8,321.4)(7,689.8)

Gross contract costs(2,881.5)(2,703.2)

Fee-based operating expenses$7,120.6$5,637.8

Net non-cash MSR and mortgage banking derivative activity

Below is (i) a reconciliation of Net income attributable to common shareholders to EBITDA and Adjusted EBITDA, (ii) the Net income margin
attributable to common shareholders (measured on Revenue before reimbursements), and (iii) the Adjusted EBITDA margin (measured on
fee-revenue and presented on a local currency basis).
Year Ended December 31,($ in millions)

Net income attributable to common shareholders

2021

2020

$961.6$402.5Interest expense, net of interest income

40.1

52.8

Provision for income taxes

264.3

106.9

Depreciation and amortization

217.5

226.4

$1,483.5$788.6

Restructuring and acquisition charges

84.7

142.4

Gain on disposition(12.4)(4.8)

Net non-cash MSR and mortgage banking derivative activity(59.3)(66.6)$1,496.5$859.6Add:

EBITDA
Adjustments:

Adjusted EBITDA
Net income margin attributable to common shareholders

8.7%

4.5%

Adjusted EBITDA margin

18.6%

14.0%

| 2022 Proxy Statement77Annexes Annex A Reconciliation of GAAP and Non-GAAP Financial Measures

Below is a reconciliation of Net income attributable to common shareholders to Adjusted net income attributable to common shareholders
and the components of adjusted diluted earnings per share.
Year Ended December 31,($ in millions, except share and per share data)

2021

2020

Net income attributable to common shareholders$961.6$402.5

Diluted shares (in thousands)

52,071

52,282

Diluted earnings per share$18.47$7.70

Net income attributable to common shareholders$961.6$402.5

Restructuring and acquisition charges

84.7

142.4

Net non-cash MSR and mortgage banking derivative activity(59.3)(66.6)

Amortization of acquisition-related intangibles

53.3

57.1

Gain on disposition(12.4)(4.8)

Tax impact of adjusted items(14.3)(35.9)

Adjusted net income attributable to common shareholders$1,013.6$494.7

Diluted shares (in thousands)

52,071

52,282Adjusted diluted earnings per share$19.47$9.46

Adjustments:

Below is a reconciliation to Free Cash Flow.
($ in millions)78

Year Ended December 31, 2021

Cash provided by operating activities$972.4

Less: Net capital additions - property and equipment

175.9

Free Cash Flow

$796.5| 2022 Proxy Statement

jll.comAnnexes Annex A Reconciliation of GAAP and Non-GAAP Financial Measures

Reconciliation of AIP financial measures
For purposes of the CD&A, below is a reconciliation of Net income attributable to common shareholders to EBITDA and AIP Adjusted EBITDA,
which is a non-GAAP financial measure used by the Compensation Committee in determining executive compensation.
($ in millions)

Net income attributable to common shareholders

Year Ended December 31, 2021

$961.6Add:
Interest expense, net of interest income

40.1

Provision for income taxes

264.3

Depreciation and amortization
EBITDA

217.5$1,483.5

Adjustments:
Qualifying restructuring and acquisition charges(1)19.7

Net non-cash MSR and mortgage banking derivative activity(59.3)

Gain on disposition(12.4)

AIP adjusted EBITDA$1,431.5

Less: LaSalle Adjusted EBITDA
AIP Adjusted EBITDA (excluding LaSalle)

144.1$1,287.4(1) Represents the portion of the $84.7 million total Restructuring and acquisition charges for the year ended December 31, 2021, which the Compensation Committee
adds back in the calculation.

| 2022 Proxy Statement

79Annexes Annex B Pay Ratio Excluded Employees

Annex B Pay ratio excluded employees
Country

Argentina

262

Bangladesh

22

Indonesia

417

Macao SAR, China

131

Pakistan

8

Panama

21

Peru

31

Philippines

80

Number of
Employees

1,429

Romania76

Sri Lanka

133

Taiwan496

Turkey349

Uruguay7

Venezuela

12

Vietnam431| 2022 Proxy Statement

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