Sector: Financials
NORTHERN TRUST CORP · Meeting: April 21, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Long-tenured independent director with relevant governance and risk oversight experience; no overboarding (1 outside public board); TSR trigger does not apply given NTRS 3-year return of +73.3% versus peer median of +75.4%, only a 2.1pp gap well below the 50pp threshold required for a strong-positive-TSR company.
Lead Independent Director with strong governance credentials and relevant financial services experience; holds 2 outside public board seats (within limits); TSR trigger does not apply.
Joined in 2025, within the 24-month new-director exemption from the TSR trigger; brings deep financial services and global leadership experience from his tenure as Global Chairman of PricewaterhouseCoopers.
Independent director with operational and global leadership experience; holds 1 outside public board seat; TSR trigger does not apply given the narrow 2.1pp 3-year underperformance gap.
Long-tenured independent director with executive talent and leadership consulting expertise; holds 0 outside public board seats; TSR trigger does not apply.
Joined in 2024, within the 24-month new-director exemption from the TSR trigger; brings relevant technology and operational experience as a current CEO.
Independent director chairing the Technology and Operations Committee with deep technology transformation expertise; holds 2 outside public board seats (within limits); TSR trigger does not apply.
CEO and Chairman serving as executive director; holds 1 outside public board seat (within the 2-seat limit for sitting CEOs); TSR trigger does not apply given only a 2.1pp 3-year gap versus peers, well below the 50pp threshold for a strong-positive-TSR company.
Independent director chairing the Audit Committee with strong regulatory and financial industry background; holds 1 outside public board seat; TSR trigger does not apply.
Independent director chairing the Risk Committee with extensive experience leading a large complex regulated organization; holds 0 outside public board seats; TSR trigger does not apply.
Independent director with financial services and risk management expertise; holds 2 outside public board seats (within limits); TSR trigger does not apply.
Joined in 2025, within the 24-month new-director exemption from the TSR trigger; brings relevant financial services operating and accounting expertise from American Express.
Independent director chairing the Human Capital and Compensation Committee with global corporate leadership experience; holds 1 outside public board seat; TSR trigger does not apply.
All 13 nominees receive a FOR recommendation. NTRS delivered a strong positive 3-year TSR of +73.3%, and the 3-year gap versus the compensation peer group median is only -2.1 percentage points, far below the 50pp underperformance threshold required to trigger a No vote for a company with strong positive absolute returns. Two nominees (Moritz and Petrino, joining in 2025, and Dhandapani, joining in 2024) are exempt from the TSR trigger under the 24-month new-director rule. No director is overboarded, and all relevant committee assignments appear appropriate with no independence concerns identified.
CEO
MICHAEL G. O’GRADY
Total Comp
$10,059,154
Prior Support
94.4%%
CEO total compensation reported in the proxy summary at approximately $11.9 million (base salary of $1.0 million plus $10.9 million actual incentive award) is reasonable for a $25 billion market cap financial services company given strong 2025 operating performance — adjusted EPS grew 17%, return on equity improved to 14.8%, and NTRS ranked 3rd among its peers on total shareholder return for the year. Pay mix is strongly weighted toward variable, long-term, and performance-based compensation: at least 75% of the CEO's incentive is delivered in equity awards, with 65% of that equity in performance stock units that require three-year ROE targets to be met before any shares vest, well above the policy's 50-60% threshold for variable pay. The prior year Say on Pay vote received 94.4% support, there are no meaningful clawback concerns, and stock performance is broadly in line with peers over both one-year and three-year horizons, satisfying the pay-for-performance alignment check.
Auditor
KPMG
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing identifies KPMG as Northern Trust's auditor and the Audit Committee has described a robust annual evaluation process; however, the specific fee table figures and auditor tenure in years were not present in the text provided, so the non-audit fee ratio and tenure triggers cannot be confirmed as firing — per policy, when tenure cannot be determined from available data, the default is FOR with a note that absence of tenure disclosure is a minor negative factor. KPMG is a Big Four firm fully appropriate for a $25B market cap financial institution, and no material restatements are disclosed.
Meeting held April 21, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Marcy S. Klevorn | 99.6% | 158.2M | 624,118 | ✓ Elected |
| Chandra Dhandapani | 99.6% | 158.2M | 647,610 | ✓ Elected |
| Richard M. Petrino | 99.4% | 157.9M | 896,147 | ✓ Elected |
| Siddharth N. (Bobby) Mehta | 99.4% | 157.9M | 900,859 | ✓ Elected |
| Robert E. Moritz | 99.0% | 157.1M | 1.6M | ✓ Elected |
| Dean M. Harrison | 98.2% | 156.0M | 2.8M | ✓ Elected |
| Martin P. Slark | 96.6% | 153.3M | 5.5M | ✓ Elected |
| David H. B. Smith, Jr. | 96.1% | 152.7M | 6.2M | ✓ Elected |
| Michael G. O'Grady | 95.8% | 151.8M | 6.6M | ✓ Elected |
| Susan Crown | 93.7% | 148.9M | 10.0M | ✓ Elected |
| Donald Thompson | 93.7% | 148.7M | 10.1M | ✓ Elected |
| Charles A. Tribbett III | 92.3% | 146.6M | 12.2M | ✓ Elected |
| Jay L. Henderson | 83.7% | 132.7M | 25.9M | ✓ Elected |
Broker non-votes: 10.0M
Say on Pay
For 148.7M · Against 9.4M · Abstain 765,209
Auditor Ratification
For 161.0M · Against 7.8M · Abstain 102,435
Other Proposals
Proposal 3
Approval of the Corporation's 2026 Employee Stock Purchase Plan
Northern Trust's 2026 annual meeting ballot presents a clean slate with no major governance concerns: all 13 director nominees receive FOR recommendations given strong recent stock performance and no overboarding or independence issues, the Say on Pay earns a FOR on the basis of a well-structured, heavily performance-weighted compensation program and broad prior-year shareholder support of 94.4%, and the auditor ratification also receives a FOR pending confirmation of fee details that were not extractable from the provided filing text. The Employee Stock Purchase Plan is the only non-standard proposal and falls outside the scope of this policy.
12 companies disclosed in 2026 proxy filing
