Northern Trust Corp DEF 14A Filing

Ticker: NTRSO · Form: DEF 14A · Filed: Mar 6, 2024 · CIK: 73124

Northern Trust CORP DEF 14A Filing Summary
FieldDetail
CompanyNorthern Trust CORP (NTRSO)
Form TypeDEF 14A
Filed DateMar 6, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$15.4, $1.4, $4.8 million, $16 million, $212 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Northern Trust, Proxy Statement, Executive Compensation, Corporate Governance

TL;DR

<b>Northern Trust Corp has filed its DEF 14A proxy statement on March 6, 2024, detailing corporate governance and executive compensation information.</b>

AI Summary

NORTHERN TRUST CORP (NTRSO) filed a Proxy Statement (DEF 14A) with the SEC on March 6, 2024. Northern Trust Corp filed a DEF 14A form on March 6, 2024. The filing covers the period ending April 16, 2024. The company's principal executive offices are located at 50 S LaSalle St, Chicago, IL 60603. The IRS number for Northern Trust Corp is 362723087. The company was incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

For investors and stakeholders tracking NORTHERN TRUST CORP, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions. The DEF 14A provides insights into the company's financial performance and strategic direction as presented to stakeholders.

Risk Assessment

Risk Level: low — NORTHERN TRUST CORP shows low risk based on this filing. The filing is a routine DEF 14A, which typically contains standard corporate governance and executive compensation disclosures, posing no immediate or unusual risk.

Analyst Insight

Review the executive compensation details and any proposed shareholder actions within the DEF 14A to inform voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did NORTHERN TRUST CORP file this DEF 14A?

NORTHERN TRUST CORP filed this Proxy Statement (DEF 14A) with the SEC on March 6, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by NORTHERN TRUST CORP (NTRSO).

Where can I read the original DEF 14A filing from NORTHERN TRUST CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by NORTHERN TRUST CORP.

What are the key takeaways from NORTHERN TRUST CORP's DEF 14A?

NORTHERN TRUST CORP filed this DEF 14A on March 6, 2024. Key takeaways: Northern Trust Corp filed a DEF 14A form on March 6, 2024.. The filing covers the period ending April 16, 2024.. The company's principal executive offices are located at 50 S LaSalle St, Chicago, IL 60603..

Is NORTHERN TRUST CORP a risky investment based on this filing?

Based on this DEF 14A, NORTHERN TRUST CORP presents a relatively low-risk profile. The filing is a routine DEF 14A, which typically contains standard corporate governance and executive compensation disclosures, posing no immediate or unusual risk.

What should investors do after reading NORTHERN TRUST CORP's DEF 14A?

Review the executive compensation details and any proposed shareholder actions within the DEF 14A to inform voting decisions. The overall sentiment from this filing is neutral.

How does NORTHERN TRUST CORP compare to its industry peers?

Northern Trust Corporation operates within the financial services sector, specifically focusing on banking and asset management.

Are there regulatory concerns for NORTHERN TRUST CORP?

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide detailed information to shareholders regarding corporate actions and governance.

Industry Context

Northern Trust Corporation operates within the financial services sector, specifically focusing on banking and asset management.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide detailed information to shareholders regarding corporate actions and governance.

What Investors Should Do

  1. Review the proxy statement for details on director nominations and voting procedures.
  2. Analyze the executive compensation section to understand pay structures and performance metrics.
  3. Examine any shareholder proposals and the company's recommendations for voting.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. Specific comparative data from a previous filing is not detailed within this extract.

Filing Stats: 4,228 words · 17 min read · ~14 pages · Grade level 18.6 · Accepted 2024-03-06 16:54:16

Key Financial Figures

Filing Documents

Executive Compensation Program Elements

Executive Compensation Program Elements 40

Executive Compensation Determination Process

Executive Compensation Determination Process 41 2023 Compensation Design and Decisions 42 Other Compensation Practices 50 HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT 53

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 54 Summary Compensation Table 54 Grants of Plan-Based Awards 55 Description of Certain Awards Granted in 2023 56 Outstanding Equity Awards at Fiscal Year-End 57 Option Exercises and Stock Vested 58 Pension Benefits 58 Nonqualified Deferred Compensation 61 Potential Payments Upon Termination of Employment or a Change in Control of the Corporation 62 CEO Pay Ratio 65 PAY VERSUS PERFORMANCE 66 DIRECTOR COMPENSATION 69 Annual Retainer and Other Fees 69 Deferral of Compensation 69 Stock Ownership Guidelines 69 Director Compensation Table 70 EQUITY COMPENSATION PLAN INFORMATION 71 AUDIT COMMITTEE REPORT 72 AUDIT MATTERS 73 Fees of Independent Registered Public Accounting Firm 73 Pre-Approval Policies and Procedures of the Audit Committee 73 ITEM3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 74 ITEM4—STOCKHOLDER PROPOSAL TO ASCERTAIN VOTING PREFERENCES 75 STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING 78

SECURITY OWNERSHIP BY DIRECTORS AND

SECURITY OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS 79 Delinquent Section 16(a) Reports 79

SECURITY OWNERSHIP OF CERTAIN

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 80 GENERAL INFORMATION ABOUT THE ANNUAL MEETING 81 HELPFUL RESOURCES 85 2024 Proxy Statement | Northern Trust Corporation i Table of Contents PROXY SUMMARY This summary highlights certain information contained in this Proxy Statement. The accompanying proxy is solicited on behalf of the Board of Directors (the "Board") of Northern Trust Corporation (the "Corporation") for use at the Corporation's Annual Meeting of Stockholders to be held on Tuesday, April 16, 2024 (the "Annual Meeting"). You should read the entire Proxy Statement carefully before voting. On or about March 6, 2024, we began mailing or otherwise making available our proxy materials, including a copy of our Annual Report on Form 10-K for the year ended December 31, 2023, to all stockholders entitled to vote at the Annual Meeting. For more information on voting and attending the Annual Meeting, see "General Information about the Annual Meeting" on page 81 of this Proxy Statement. VOTING MATTERS Board Recommendation Page

– Election of Directors

Item 1 – Election of Directors FOR 10

– Advisory Vote on Executive Compensation

Item 2 – Advisory Vote on Executive Compensation FOR 31

– Ratification of the Independent Registered Public Accounting Firm

Item 3 – Ratification of the Independent Registered Public Accounting Firm FOR 74

– Stockholder Proposal to Ascertain Voting Preferences

Item 4 – Stockholder Proposal to Ascertain Voting Preferences AGAINST 75 ABOUT NORTHERN TRUST Description of Business Northern Trust is a leading provider of wealth management, asset servicing, asset management and banking solutions to corporations, institutions, families and individuals. Founded in Chicago in 1889, Northern Trust has a global presence with offices in 24 U.S. states and Washington, D.C., and across 22 locations in Canada, Europe, the Middle East and the Asia-Pacific region. As of December 31, 2023, Northern Trust had assets under custody/administration of $15.4 trillion, and assets under management of $1.4 trillion. Mission To be our clients' most trusted financial partner, guarding and growing their assets as if they were our own. Principles that Endure Northern Trust's core principles of service, expertise, and integrity have remained constant for over 130 years. Throughout our history and changing market environments, we have led by aligning our efforts with these guiding principles. Today, we remain committed to these founding principles which continue to unite and drive our workforce around the globe—delivering unparalleled service and expertise, with integrity. Service Relentless drive to provide exceptional service Expertise Resolving complex challenges with multi-asset class capabilities Integrity Acting with the highest ethics, utmost honesty and unfailing reliability 2024 Proxy Statement | Northern Trust Corporation 1 Table of Contents PROXY SUMMARY 2023 FINANCIAL PERFORMANCE HIGHLIGHTS Key highlights with respect to our financial performance: We achieved these financial results while continuing to maintain strong capital ratios, with all ratios exceeding those required for classification as "well capitalized" under federal bank regulatory capital requirements. 2 2024 Proxy Statement | Northern Trust Corporation Table of Contents PROXY SUMMARY SELECTED RECOGNITION 2024 Proxy Statement | No

Business

Business Risk Capital Governance Corporate Governance Executive Human Capital and Compensation Linda Walker Bynoe Independent Director Since 2006 71 C 2 Susan Crown Independent Director Since 1997 65 1 Dean M. Harrison Independent Director Since 2015 69 C* 0 Jay L. Henderson Lead Director / Independent Director Since 2016 68 C 2 Marcy S. Klevorn Independent Director Since 2019 64 * 2 Siddharth N. "Bobby" Mehta Independent Director Since 2019 65 * 2 Michael G. O'Grady Chairman and Chief Executive Officer Director Since 2017 58 C 1 Martin P. Slark Independent Director Since 2011 69 1 David H. B. Smith, Jr. Independent Director Since 2010 57 C 1 Donald Thompson Independent Director Since 2015 60 C 1 Charles A. Tribbett III Independent Director Since 2005 68 0 C - Chair - Member * - Member of Cybersecurity Risk Oversight Subcommittee chaired by Ms. Klevorn 6 2024 Proxy Statement | Northern Trust Corporation Table of Contents PROXY SUMMARY Board Tenure, Age and Diversity Statistics of Nominees * The Corporation is currently in the process of identifying additional candidates for appointment to the Board. During 2023, the Corporation engaged a third-party global executive recruiting firm to further facilitate this process and has been actively engaging with a number of individuals possessing the skills, expertise, and other personal characteristics identified as priorities for the Board. The Corporation expects that female directors will represent no less than 30% of directors by year-end 2024. SUSTAINABILITY Northern Trust incorporates fundamental sustainability considerations into how we operate as a corporation, as a financial steward for our clients, and as a participant in broader society. Actions demonstrating our commitment to sustainability principles include: Advancing Sustainability In 2021, we announced our commitment to achieve net-zero c

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS What We Do What We Do Not Do Closely align pay and performance, with the Human Capital and Compensation Committee validating this alignment annually Ensure performance-based compensation comprises the most significant portion of incentive compensation, with 65% of long-term incentives being awarded in performance stock units based on performance over a three-year period Ensure our executives meet robust stock ownership guidelines, including holding requirements for any executive below the stock ownership guidelines Use an independent compensation consultant to advise the Human Capital and Compensation Committee Ensure overlapping membership between the Human Capital and Compensation Committee and our Audit and Business Risk Committees Excise tax gross-ups for executive change in control arrangements Single-trigger change in control benefits Short selling, margining, hedging, pledging or hypothecating company shares permitted under our Securities Transactions Policy Compensation plans that encourage excessive risk-taking Excessive perquisites Repricing of underwater options Dividend equivalents distributed on unvested performance or restricted stock unit awards IMPORTANT DATES FOR 2025 ANNUAL MEETING Stockholder Submission Window for Submission Proposals for inclusion in the proxy statement g On or before November 6, 2024 Other proposals (not included in the proxy statement) g Between November 17, 2024 and December 17, 2024 Director nomination under proxy access provisions g Between October 7, 2024 and November 6, 2024 Notification of intent to solicit proxies in support of director nominees other than the Corporation's nominees g On or before February 15, 2025 2024 Proxy Statement | Northern Tr

—ELECTION OF DIRECTORS

ITEM 1—ELECTION OF DIRECTORS Stockholders will be asked to elect eleven directors at the Annual Meeting. Each of the eleven nominees is currently serving as a director of the Corporation and its principal subsidiary, the Bank. Jose Luis Prado will not be standing for re-election, as he will be retiring from service as a director of the Corporation effective upon the conclusion of his current term at the Annual Meeting. Mr. Prado has served as member of the Board since 2012. Each of the eleven director nominees has consented to serve as a director if elected at the Annual Meeting. Each nominee elected as a director will serve until the next Annual Meeting of Stockholders or until his or her successor is elected and qualified. If any nominee is unable to serve as a director at the time of the Annual Meeting, your proxy may be voted for the election of another nominee proposed by the Board or the Board may reduce the number of directors to be elected at the Annual Meeting. As discussed further under "Corporate Governance—Director Nominations and Qualifications and Proxy Access," in evaluating director nominees, the Corporate Governance Committee considers a variety of factors, including relevant business and industry experience, professional background, age, current employment, community service and other board service. The Committee also considers the racial, ethnic, gender identity and other forms of diversity represented on the Board in assessing nominees. Accordingly, the eleven director nominees possess a wide variety of experience, qualifications and skills, which equip the Board with the collective expertise to perform its oversight function effectively. Each of the candidates also has a reputation for, and long record of, integrity and good business judgment; has experience in leadership positions with a high degree of responsibility; is free from conflicts of interest that could interfere with his or her duties to the Corporation and its stockholders; an

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