NOTICE & PROXY STATEMENTUNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x☒                             Filed by a Partyparty other than the Registrant  ¨☐

Check the appropriate box:

NORTHERN TRUST CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Northern Trust Corporation

50 South La Salle Street

Chicago, Illinois 60603

March 10, 20158, 2018

Dear Stockholder:

You are cordially invited to attend the Northern Trust Corporation 20152018 Annual Meeting of Stockholders on Tuesday, April 21, 2015,17, 2018, at 10:30 a.m., Central Time, at our corporate headquarters at 50 South La Salle Street in Chicago, Illinois.

For more than 125 years, our stockholders’ support has been essential to Northern Trust’s stability and success.Your vote plays a vital role and is very important for our future. Whether or not you plan to attend the Annual Meeting, Iwe urge you to vote your shares as promptly as possible.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement provide you with information about each proposal to be considered at the Annual Meeting, as well as other information you may find useful in voting your shares. If you plan to attend the Annual Meeting, please review the information on admittance procedures in the accompanying Proxy Statement.

If you choose not to attend in person, you may vote your shares by Internet or telephone. If you received a paper copy of the proxy materials, you also may complete, sign, date, and return your proxy card in the enclosed envelope. Instructions for voting by Internet or telephone can be found on your proxy card or your Notice Regarding the Availability of Proxy Materials.

Thank you for your continued support of Northern Trust Corporation, and your contribution to the future of our company.

Sincerely,
Frederick H. Waddell		Michael G. O’Grady
Chairman of the Board		President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

March 10, 20158, 2018

By order of the Board of Directors,

Stephanie S. Greisch

Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 21, 201517, 2018

This Proxy Statement, other proxy materials, our Annual Report on Form10-K for the year ended December 31, 20142017 and a link to the means to vote by Internet or telephone are available at https:http://materials.proxyvote.com/665859.

TABLE OF CONTENTS

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ii

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 21, 201517, 2018 (the “Annual Meeting”). On or about March 10, 2015,8, 2018, we began mailing or otherwise making available our proxy materials, including a copy of our Annual Report on Form10-K for the year ended December 31, 2014,2017, to all stockholders entitled to vote at the Annual Meeting.

GENERAL INFORMATION

A Notice Regarding the Availability of Proxy Materials

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), for some of our stockholders we are providing access to our proxy materials via the Internet. The rules permit us to send a Notice Regarding the Availability of Proxy Materials (the “Notice”) to stockholders of record and beneficial owners. All stockholders have the ability to access the proxy materials on the website referred to in the Notice, www.proxyvote.com, or to request a printed set of proxy materials on this site or by calling toll-free 1-800-690-6903.1-800-579-1639. Complete instructions for accessing the proxy materials on the Internet or requesting a printed copy may be found in the Notice. In addition, stockholders may request to receive all future proxy materials in printed form by mail or electronically bye-mail on the website above or when voting electronically. Choosing to receive your future proxy materials bye-mail will save us the cost of printing and mailing documents to you and will reduce the impact of our annual stockholders’ meetings on the environment. If you choose to receive future proxy materials bye-mail, you will receive ane-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials bye-mail will remain in effect until you terminate it.

Who May Vote

Record holders of the Corporation’s common stock at the close of business on February 23, 20152018 may vote at the Annual Meeting. On that date, the Corporation had 233,620,101225,581,818 shares of common stock outstanding. The shares of common stock held in the Corporation’s treasury will not be voted.

You are entitled to one vote for each share of common stock that you owned of record at the close of business on February 23, 2015.2018. The proxy card or Notice, as applicable, indicates the number of shares you are entitled to vote at the Annual Meeting.

Voting Your Proxy

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares promptly.

If you are a “stockholder“stockholder of record”record” (that is, you hold your shares of the Corporation’s common stock in your own name), you may vote your shares by proxy using any of the following methods:

The Internet and telephone voting procedures set forth on the Notice and the proxy card are designed to authenticate stockholders’ identities, to allow stockholders to provide their voting instructions and to confirm that their instructions have been properly recorded. If you vote by Internet or telephone, you should not return your proxy card.

If you are a “beneficial“beneficial owner,,” also known as a “street name”“street name” holder (that is, you hold your shares of the Corporation’s common stock through a broker, bank or other nominee), you will receive from the record holder, in the form of a Notice or otherwise, voting instructions (including instructions, if any, on how to vote by Internet or telephone) that you must follow in order to have your shares voted at the Annual Meeting. Under the rules of various national and regional securities exchanges, brokers, banks and other nominees that hold securities on behalf of beneficial owners generally may vote on routine matters even if they have not received voting instructions from the beneficial owners for whom they hold securities, but are not permitted to vote on nonroutine matters unless they have received such voting instructions. While the ratification of the appointment of an issuer’sthe Corporation’s independent registered public accounting firm generally is considered to be a routine matter, each of the election of directors, executive compensationother matters and stockholder proposals generally areto be presented to the stockholders at the Annual Meeting described in this Proxy Statement is considered to be a nonroutine matters.matter.Thus, if you fail to provide your specific voting instructions, your broker may only vote your shares on the ratification of the appointment of the Corporation’s independent registered public accounting firm.Consequently, it is important that you communicate your voting instructions by using any of the following methods so your vote can be counted:

If you own shares of common stock as a participant in The Northern Trust Company Thrift-Incentive Plan (“TIP”), or as a participant in any other employee benefit plan of the Corporation, your proxy card will cover the shares credited to each of your plan accounts. The completed proxy card (or vote by Internet or telephone) will serve as your voting instructions to the TIP trustee. To allow sufficient time for voting by the trustee, your voting instructions must be received by 11:59 p.m., Eastern Time, on April 16, 2015.12, 2018.

Whether you vote by Internet, telephone or mail, your shares will be voted in accordance with your instructions. If you sign, date and return your proxy card without indicating how you want to vote your shares, the proxy holders will vote your shares in accordance with the following recommendations of the Board:

The proxy holders are authorized to vote as they shall determine in their sole discretion on any other business that may properly come before the Annual Meeting.

Revoking Your Proxy

You may revoke your proxy at any time before it is voted at the Annual Meeting by:

If you hold your shares in the name of your broker, bank or other nominee and wish to revoke your proxy, you will need to contact that party to revoke your proxy.

Voting in Person

You may come to the Annual Meeting and vote your shares in person by obtaining and submitting a ballot that will be provided at the meeting. However, if your shares are held by a broker, bank or other nominee in street name, to be able to vote at the meeting you must obtain a proxy, executed in your favor, from the record holder of your shares, indicating that you were the beneficial owner of the shares at the close of business on February 23, 2015.2018.

Householding Information

We are delivering only one Annual Report on Form10-K and Proxy Statement (or, as applicable, the Notice) to stockholders of record who share the same address unless they have notified us that they wish to continue receiving multiple copies. This practice, known as “householding,” reduces duplicate mailings, saves printing and postage costs as well as natural resources and will not affect dividend check mailings. If you wish to receive separate copies of proxy materials, please

contact Broadridge at 1-800-542-10611-866-540-7095 or Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Stockholders who wish

to receive a separate set of proxy materials now should contact Broadridge at the same telephone number or mailing address and the materials will be delivered to you promptly upon your request.

If you and other stockholders of record with whom you share an address currently receive multiple copies of our proxy materials or if you hold our stock in more than one account, and, in either case, you wish to receive only a single copy of such materials in the future, please contact Broadridge at the telephone number or mailing address above with the names in which all accounts are registered and the name of the account for which you wish to receive mailings.

Quorum and Vote Required for Approval

A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist if a majority of the outstanding shares entitled to vote at the meeting is present in person or by proxy at the Annual Meeting. Abstentions and broker nonvotes, if any, will be counted as present for purposes of establishing a quorum. A “broker nonvote” will occur when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner. As noted above, brokers, banks and other nominees generally cannot vote your shares on any of the electionmatters to be presented to stockholders at the Annual Meeting described in this Proxy Statement, other than the ratification of directors, executive compensation matters or stockholder proposalsthe appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2018, without your specific instructions.Please return your proxy card or voting instruction form, as applicable, or vote by Internet or telephone so your vote can be counted. An inspector of election appointed for the Annual Meeting will tabulate all votes cast in person or by proxy at the Annual Meeting. In the event a quorum is not present at the Annual Meeting, we expect that the Annual Meeting will be adjourned or postponed to solicit additional proxies.

The following table indicates the vote required for approval of each item to be presented to the stockholders at the Annual Meeting and the effect of abstentions and broker nonvotes.

Pursuant to the Corporation’sBy-laws, a nominee for director in an uncontested election (such as this year’s election where the only nominees are those recommended by the Board) must receive the affirmative vote of a majority of the votes cast with respect to his or her election at a meeting of stockholders to be elected. In contested elections, the affirmative vote of a plurality of the votes cast will be required to elect a director. The Corporation’s Corporate Governance Guidelines require an incumbent director who fails to receive the affirmative vote of a majority of the votes cast with respect to his or her election in an uncontested election at a meeting of stockholders to submit his or her resignation following certification of the stockholder vote. Such resignation will first be considered by the members of the Corporate Governance Committee (other than the tendering director, if applicable), who will recommend to the Board whether to accept or reject the resignation after considering all factors deemed relevant by the Committee, including, without limitation, any stated reasons as to why stockholders did not support the director whose resignation has been tendered, the length of service and qualifications of such director, the director’s contributions to the Corporation and the Corporation’s Corporate Governance Guidelines. The Board (other than the tendering director) will then act to accept or reject the Committee’s recommendation no later than ninety days following the date of the stockholders’ meeting after considering the factors considered by the Committee and such additional information and factors as the Board believes to be relevant.

Solicitation of Proxies; Costs

The Corporation will bear the cost of preparing, printing and mailing the materials in connection with this solicitation of proxies. In addition to mailing these materials, the Corporation’s

officers and other employees may, without being additionally compensated, solicit proxies personally and by mail, telephone or electronic communication. The Corporation will reimburse banks and brokers for their reasonableout-of-pocket expenses related to forwarding proxy materials to beneficial owners of stock or otherwise in connection with this solicitation. In addition, the Corporation has retained Georgeson Inc. to assist in the solicitation of proxies for a fee of approximately $13,500,$12,500, plus reasonableout-of-pocket expenses.

ADMITTANCE TO THE ANNUAL MEETING

Stockholders at the close of business on the record date, February 23, 2015,2018, or their duly appointed proxies, may attend our Annual Meeting at our corporate headquarters on April 21, 201517, 2018 at 10:30 a.m., Central Time. Registration will begin at 9:30 a.m. Our corporate headquarters are located at 50 South La Salle Street (northwest corner of La Salle Street and Monroe Street) in Chicago, Illinois.

In order to be admitted to the meeting, you must bring documentation showing that you owned the Corporation’s common stock at the close of business on the record date, February 23, 2015.2018. Acceptable documentation includes an admission ticket, a Notice Regarding the Availability of Proxy Materials or any other proof of ownership of the Corporation’s common stock at the close of business on February 23, 2015.2018. A brokerage statement or letter from a bank or broker reflecting your holdings at the close of business on February 23, 20152018 is an example of such other proof of ownership. Your admission ticket is located on the top portion of the rear side of your proxy card or on the left side of your voting instruction form if your shares are held by a broker, bank or other nominee in street name. You will be asked to present valid picture identification, such as a driver’s license or passport. For safety and security reasons, cameras and recording devices will not be permitted in the meeting.

ITEM 1—ELECTION OF DIRECTORS

Stockholders will be asked to elect eleventhirteen directors at the Annual Meeting. Set forth below is detailed information with respect toEach of the eleventhirteen nominees each of whom is currently serving as a director of the Corporation and its principal subsidiary, The Northern Trust Company (the “Bank”). Included in the incumbent directors nominated for re-election are Dean M. Harrison and Donald Thompson, who were recently appointed as directors of the Corporation by the Board, effective January 1, 2015 and March 6, 2015, respectively, in accordance with the Corporation’s By-laws and pursuant to the recommendation of the Corporation’s Chairman and CEO and Lead Director. Current directors not standing for re-election are Nicholas D. Chabraja, who has not been nominated for re-election in accordance with the director retirement age under the Corporation’s Corporate Governance Guidelines, and Robert W. Lane, who has notified the Board that he intends to retire from service as a director effective upon the conclusion of his current term at the Annual Meeting. Messrs. Chabraja and Lane have served as members of the Board since 2007 and 2009, respectively.

Each of the eleventhirteen 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 andor 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.

Under the majority voting policy as set forthAs discussed further under “Corporate Governance—Director Nominations and Qualifications,” in the Corporation’s By-laws, a nominee forevaluating director in an uncontested election (such as this year’s election where the only nominees, are those recommended by the Board) must receive the affirmative vote of a majority of the votes cast at a meeting of stockholders. In contested elections, the affirmative vote of a plurality of the votes cast will be required to elect a director. The Corporation’s Corporate Governance Guidelines require an incumbent director who fails to receive the affirmative vote of a majority of the votes cast in an uncontested election at a meeting of stockholders to submit his or her resignation following certification of the stockholder vote. Such resignation will first be considered by the members of the Corporate Governance Committee (other thanconsiders a variety of factors, including relevant business and industry experience; professional background; age; current employment; community service; other board service; and ethnic and gender diversity. Accordingly, the tenderingthirteen director if applicable), who will recommend tonominees possess a wide variety of experience, qualifications and skills, which equip the Board whetherwith the collective expertise to acceptperform 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 reject the resignation after considering all factors deemed relevant by the Committee, including, without limitation, any stated reasons why stockholders did not support such director, the length of service and qualifications of such director, the director’s contributionsher duties to the Corporation and its stockholders; and is willing and able to make the Corporation’s Corporate Governance Guidelines. Thenecessary commitment of time and attention required for effective Board (other than the tendering director) will then act to accept or reject the Committee’s recommendation no later than ninety days following the dateservice.

A summary of the stockholders’ meeting after considering the factors consideredcertain key experience, qualifications and skills represented by the Committee and such additional information and factors asnominees for election to the Board believesat the Annual Meeting, collectively, is set forth below.

Further information with respect to be relevant.the nominees is set forth on the following pages.

The Board unanimously recommends that you voteFOR the election of each nominee.

INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

The following information about the nominees for election to the Board at the Annual Meeting is as of December 31, 2014,the date of this Proxy Statement, unless otherwise indicated.

		LINDA WALKER BYNOE, Director since 2006, Age 6265   President and Chief Executive Officer,Telemat Ltd.Ltd. (project management and consulting firm) since 1995.   Ms. Bynoe is a director of Anixter International Inc. and Prudential Retail Mutual Funds and a trustee of Equity Residential. She is a former director of Simon Property Group, Inc.   The Board concluded that Ms. Bynoe should serve as a director based on her diverse consulting and investment experience, her expertise in public accounting, corporate governance, managing a private equity investment portfolio and strategy development and her experience as a director of financial services and other complex global corporations.
		SUSAN CROWN, Director since 1997, Age 5659   Vice President, Henry CrownChairman and Company (global company with diversified investments in banking, transportation, manufacturing, real estate and other industries) since 1984,Chief Executive Officer, Owl Creek Partners, LLC (venture capital investment vehicle)(private equity firm) since 2010, andChairman and Founder, Susan Crown Exchange Inc. (social investment organization that connects talentorganization) since 2009. Ms. Crown previously served as Vice President of Henry Crown and innovationsCompany (company with market forcesdiversified investments) from 1984 to drive social change) since 2009.2015.   Ms. Crown is a director of Illinois Tool Works Inc. andMs. Crown also serves as Vice Chair of the Board of Trustees of Rush University Medical Center in Chicago.Chicago and as a director of CARE USA. Ms. Crown ispreviously served two terms as a former trusteeFellow of Yale University.Corporation.   The Board concluded that Ms. Crown should serve as a director based on her business experience, at Henry Crown and Company, her leadership and risk oversight experience as a director of Illinois Tool Works Inc. and her extensive experience with civic and not-for-profitnonprofit organizations. The boardBoard also considered the valuable perspective on governance and corporate responsibility matters that Ms. Crown brings through her current and former board service at various large organizations, both commercial and not-for-profit.nonprofit.
		DEAN M. HARRISON, Director since 2015, Age 6063   President and Chief Executive Officer, Northwestern Memorial HealthCare (the primary teaching affiliate of Northwestern University Feinberg School of Medicine and parent corporation of Northwestern Memorial Hospital) since 2006. Mr. Harrison served as President of Northwestern Memorial Hospital from 1999 to 2006. Mr. Harrison also serves as chairman of the Illinois Hospital Association.   The Board concluded that Mr. Harrison should serve as a director based on his extensive experience leading a large, complex organization in a highly regulated industry.

		DIPAK C. JAIN,JAY L. HENDERSON, Director since 2004,2016, Age 5762   Director, Sasin Graduate Institute of Business AdministrationRetired Vice Chairman, Client Service, PricewaterhouseCoopers LLP (international graduate business school) since July 2014.(professional services firm). Mr. JainHenderson served as Vice Chairman, Client Service for PricewaterhouseCoopers LLP from 2007 to June 2016, and as Managing Partner of the INSEAD Chaired ProfessorGreater Chicago Market of MarketingPricewaterhouseCoopers LLP from 2013 to July 2014 and the Dean of INSEAD from 20112003 to 2013. Previously, Mr. Jain served as a member of the faculty of Northwestern University’s Kellogg School of Management in a number of capacities, including as Dean from 2001 to 2009, SandyHenderson previously held various other positions at PricewaterhouseCoopers LLP and Morton Goldman Professor in Entrepreneurial Studies and Professor of Marketing from 1994 to 2001, and Associate Dean for Academic Affairs from 1996 to 2001.its predecessor since 1977.   Mr. JainHenderson is a director of Deere & Company, Reliance Industries Limited, India,Illinois Tool Works Inc. and Global Logistics Properties Limited, Singapore.The J. M. Smucker Company.   The Board concluded that Mr. JainHenderson should serve as a director based on his academicextensive experience his business administration positions both in the United States and abroad, his global consulting experience, including his experience and research in marketing and competitive market analysis, and his experience as a director of otherworking with complex global corporations.organizations across multiple markets and industry sectors, as well as his leadership experience in various roles at PricewaterhouseCoopers LLP.
		MICHAEL G. O’GRADY, Director since 2017, Age 52 Chief Executive Officerof the Corporation and the Bank since January 1, 2018 and Presidentof the Corporation and the Bank since January 1, 2017. Previously, Mr. O’Grady served as President of Northern Trust’s Corporate & Institutional Services business from 2014 to 2016 and as Chief Financial Officer of the Corporation and the Bank from 2011 to 2014. Before joining Northern Trust in 2011, Mr. O’Grady served as a Managing Director in Bank of America Merrill Lynch’s Investment Banking Group. The Board concluded that Mr. O’Grady should serve as a director based on his experience and ongoing responsibilities with respect to the Corporation’s businesses.
		JOSE LUIS PRADO,Director since 2012, Age 6063   RetiredChairman and Chief Executive Officer, Evans Food Group, Ltd. (global food company) since April 2016. Mr. Prado served as President of Quaker Oats North America, a division of PepsiCo, Inc. (global food and beverage company). Mr. Prado served as President of Quaker Oats North America from 2011 to September 2014 and as President and Chief Executive Officer of Grupo Gamesa-Quaker, PepsiCo International, Monterrey, Mexico, from 2002 to 2010. Mr. Prado previously held various other positions at PepsiCo since 1984.   Mr. Prado joined PepsiCo in Mexico in 1984 and served inis a varietydirector of positions at PepsiCo, including: Regional Vice President Andean Region, Frito-Lay International; President of PepsiCo Snacks Argentina, Buenos Aires, Argentina; and President of Frito-Lay Snacks Caribbean, San Juan, Puerto Rico. His early career at PepsiCo included assignments in sales, finance, and information technology.Brinker International, Inc.   The Board concluded that Mr. Prado should serve as a director based on his management, marketing and risk oversight experience at a complex global corporation and his substantial international experience.

		THOMAS E. RICHARDS, Director since 2015, Age 63 Chairman, President and Chief Executive Officer, CDW Corporation (provider of integrated information technology solutions in the United States, Canada and the United Kingdom). Mr. Richards has served as CDW Corporation’s President since 2009, its Chief Executive Officer since 2011 and its Chairman since 2013. Prior to serving as Chief Executive Officer, Mr. Richards served as CDW Corporation’s Chief Operating Officer from 2009 to 2011. Mr. Richards is a director of CDW Corporation. The Board concluded that Mr. Richards should serve as a director based on his experience leading a large, complex organization and his experience in the information technology industry.
		JOHN W. ROWE, Director since 2002, Lead Director since April 2010, Age 6972   Chairman Emeritus, Exelon Corporation(producer (producer and wholesale marketer of energy) since 2012. Mr. Rowe served as Chairman and Chief Executive Officer of Exelon Corporation from 2002 to 2012.   Mr. Rowe is a director of Allstate Corporation American DG Energy Inc., and thenon-executive Chairman of SunCoke Energy, Inc. Mr. Rowe is a former director of SunocoAmerican DG Energy Inc. Although Mr. Rowe has reached the retirement age for directors contemplated by the Corporation’s Corporate Governance Guidelines, the Board has concluded that it is in the best interests of the Corporation and Exelon Corporation. The Board concluded thatits stockholders for Mr. Rowe shouldto continue to serve as a director based on hisof the Corporation. In making this determination, the Board considered Mr. Rowe’s management, regulatory, government relations and risk oversight experience as Chief Executive Officer at Exelon Corporation (and, prior to that, at New England Electric System and Central Maine Power Company) and his experience as a director of other complex corporations. The Board also considered Mr. Rowe’s experience as the Corporation’s Lead Director since April 2010 and the value to the Corporation and its stockholders of Mr. Rowe’s continued service in such role during the Corporation’s current leadership transition.

		MARTIN P. SLARK, Director since 2011, Age 6063   Chief Executive Officer, Molex IncorporatedLLC(manufacturer (manufacturer of electronic, electrical and fiber optic interconnection products and systems) since 2005. Previously, Mr. Slark served as President and Chief Operating Officer of Molex Incorporated from 2001 to 2005.   Mr. Slark is a director of Hub Group, Inc., Koch Industries, Inc. and Liberty Mutual Insurance Company (not a public company).Company.   The Board concluded that Mr. Slark should serve as a director based on his experience leading a complex global corporation and his risk oversight experience as Chief Executive Officer of Molex IncorporatedLLC and as a director of other complex global corporations.

[PHOTO]		DAVID H. B. SMITH, JR.,, Director since April 2010, Age 4851   Executive Vice President,,Policy & Legal Affairs and General Counsel, Mutual Fund Directors Forum(nonprofit (nonprofit membership organization for investment company directors) since 2005. Previously, Mr. Smith held several positions at the U.S. Securities and Exchange Commission from 1996 to 2005, including Associate Director in the Division of Investment Management.   Mr. Smith is a director of Illinois Tool Works Inc. and a trustee of Carleton College.   The Board concluded that Mr. Smith should serve as a director based on his regulatory and leadership experience in the finance industry gained from his roles at the U.S. Securities and Exchange Commission and the Mutual Fund Directors Forum. The Board also considered that Mr. Smith’s interest as a beneficiary of a trust that holds a significant amount of the Corporation’s common stock further aligns his interests with the interests of the Corporation’s stockholders.
		DONALD THOMPSON, Director since 2015, Age 5254   Founder and Chief Executive Officer, Cleveland Avenue, LLC (food and beverage incubator and accelerator) since 2015 andRetired President and Chief Executive Officer, McDonald’s Corporation (global foodservice retailer). Mr. Thompson served as President and Chief Executive Officer of McDonald’s Corporation from 2012 until March 1, 2015. Previously, Mr. Thompson served2015, as President and Chief Operating Officer of McDonald’s Corporation from 2010 to 2012, and as President of McDonald’s USA from 2006 to 2010. Mr. Thompson alsois a director of Royal Caribbean Cruises Ltd. Mr. Thompson served as director of McDonald’s Corporation from 2011 to March 1, 2015 and of Exelon Corporation from 2007 to 2013.   The Board concluded that Mr. Thompson should serve as a director based on his management and board experience at other complex global corporations.

		CHARLES A. TRIBBETT III, Director since 2005, Age 5962   Managing Director, Russell Reynolds Associates (global executive recruiting firm) since 1989,Chairman of the firm’s Leadership Assessment and Promotions Board since 2006, andCo-Leader of the firm’s CEO/Succession PlanningBoard and Board Services PracticeCEO Advisory Group since 1995.   The Board concluded that Mr. Tribbett should serve as a director based on his global leadership consulting experience evaluating and identifying senior management professionals and his leadership experience as a Managing Director of Russell Reynolds Associates.

		FREDERICK H. WADDELL, Director since 2006, Age 6164   Chairman of the Board of the Corporation and the Bank since 2009 and2009. Mr. Waddell served as Chief Executive Officer of the Corporation and the Bank since 2008. Previously, Mr. Waddell servedfrom 2008 to 2017; as President of the Corporation and the Bank from 2006 to 2011 and from October to December 2016; as Chief Operating Officer of the Corporation and the Bank from 2006 to January 20082008; and as Executive Vice President of the Bank from 1997 to 2006 and of the Corporation from 2003 to 2006.   Mr. Waddell is a director of AbbVie, Inc. and International Business Machines Corporation.   Since joiningMr. Waddell joined Northern Trust in 1975 Mr. Waddelland has held leadership positions in a variety of the Corporation’s businesses. The Board concluded that Mr. Waddell should serve as a director based on his extensive experience and ongoing responsibilities with respect to the Corporation’s businesses.

BOARD AND BOARD COMMITTEE INFORMATION

Our Board currently consists of thirteen members. The Board has determined that each of the following twelveeleven current directors is independent in accordance with our independence standards, which conform with SEC rules and the listing standards of The NASDAQ Stock Market LLC (“NASDAQ”): Linda Walker Bynoe, Nicholas D. Chabraja (who is not standing for re-election), Susan Crown, Dean M. Harrison, Dipak C. Jain, Robert W. Lane (who is not standing for re-election),Jay L. Henderson, Jose Luis Prado, Thomas E. Richards, John W. Rowe, Martin P. Slark, David H. B. Smith, Jr., Donald Thompson and Charles A. Tribbett III.

During 2014,2017, the Corporation’s Board held ten meetings. All persons who were directors during 20142017 attended at least 75% of these meetings andthe total meetings of the Board and the committees on which they served occurring during the period in which they served. Our Corporate Governance Guidelines state that all directors are expected to attend each Annual Meeting of Stockholders. In accordance with this expectation, all of the directors then serving attended the 20142017 Annual Meeting of Stockholders held on April 15, 2014.25, 2017.

Board Committees

The standing committees of the Board are the Audit Committee, the Business Risk Committee, the Business StrategyCapital Governance Committee, the Compensation and Benefits Committee, the Corporate Governance Committee and the Executive Committee. With the exception of the Executive Committee, all standing committees are composed solely of independent directors. Consequently, independent directors directly oversee critical matters and appropriately oversee the ChairmanChief Executive Officer (“CEO”) and CEO.

other members of senior management. Each standing committee is governed by a written charter. These charters detail the duties and responsibilities of each committee and are available on the Corporation’s website at www.northerntrust.com.

Pursuant to its charter, the Corporate Governance Committee periodically reviews and makes recommendations to the Board with respect to the Board’s committee structure. Following such a review, on April 25, 2017, the Board dissolved the Corporate Social Responsibility Committee and the Corporate Governance Committee assumed the Corporate Social Responsibility Committee’s responsibilities with respect to oversight of corporate citizenship and social responsibility matters of significance to the Corporation and its subsidiaries.

Additional information regarding the roles, responsibilities and composition of the Board’s standing committees is set forth below.

Committee Composition

A summary of the composition of each of the Board’s current standing committees is set forth below.

C - Chair    ✓ - Member

Audit Committee

Current Members: Directors Smith (Chair), Chabraja, Harrison, Jain and Prado

Number of Meetings in 2014: 5

The Audit Committee’s purpose is to oversee the accounting and financial reporting processes of the Corporation and its subsidiaries and the audits of the consolidated financial statements of such entities, as well as to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the organization’s accounting, auditing, financial reporting, internal financial control and legal compliance functions, including, without limitation: (i) assisting the Board’s oversight of (a) the integrity of the organization’s consolidated annual and quarterly financial statements and earnings releases, (b) the organization’s compliance with legal and regulatory requirements, (c) the Corporation’s public accountants’ qualifications and independence of the Corporation’s public accountants and (d) the performance of the organization’s internal audit function and the Corporation’s public accountants; and (ii) preparing the report required to be prepared by the Committee pursuant to SEC rules for inclusion each year in the Corporation’s annual proxy statement.statement relating to its Annual Meeting of Stockholders.

The Board has determined that all members of the Audit Committee are independent under SEC rules and NASDAQ listing standards. The Board also has also determined that all Audit Committee

members have the financial experience and knowledge required for service on the Committee, and has designated Mr. Smith as itsthat each member satisfies the definition of “audit committee financial expert,” as defined byexpert” under SEC rules. The Audit Committee met five times in 2017.

Business Risk Committee

Current Members: Directors Prado (Chair), Bynoe, Harrison and Smith

Number of Meetings in 2014: 4

The Business Risk Committee’s sole and exclusive functionCommittee is responsibilityresponsible for the risk-managementrisk management policies of the Corporation’s global operations and oversight of the operationsoperation of the Corporation’s global risk-managementrisk management framework. In furtherance of this function, the Business Risk Committee assists the Board in discharging its oversight duties with respect to: (i) the risks inherent in the businesses of the Corporation and its subsidiaries in the following categories: credit risk, market and liquidity risk, fiduciary risk, operational risk, compliance risk and compliancestrategic risk; and (ii) the process by which risk-based capital requirements are determined, including the organization’s internal capital adequacy assessment process; and (iii) the resolution planning process.determined.

The Board has determined that all members of the Business Risk Committee are independent under SEC rules and NASDAQ listing standards. The Business Risk Committee met five times in 2017.

Business StrategyCapital Governance Committee

Current Members: Directors Crown (Chair), Jain, Lane and Slark

Number of Meetings in 2014: 4

The purpose of the Business StrategyCapital Governance Committee is to assist the Board in discharging its oversight duties with respect to: (i) the strategic direction of the Corporation; (ii) the strategic initiatives of the businessesto capital management and planning activities of the Corporation and its subsidiaries;subsidiaries. Among other matters, the Capital Governance Committee performs the following functions: (i) oversees the capital adequacy assessments, forecasting, and stress-testing processes and activities of the Corporation and its subsidiaries, including with respect to the annual Comprehensive Capital Analysis and Review (“CCAR”) exercise, and in conjunction with such oversight (a) challenges management, as appropriate, on various elements of such processes and activities, (b) considers the alignment of such processes and activities with the strategies, risk appetites, and risk levels of the Corporation and the Bank, including how risks at the Corporation and the Bank may emerge and evolve under stress, and (c) reviews and approves themid-cycle stress test results of the Corporation and the Bank; (ii) reviews and recommends to the Board for approval the Corporation’s annual capital plan, including proposed capital actions, and reviews and challenges management, as appropriate, with respect to the assumptions, limitations and weaknesses related to the Corporation’s annual capital plan, including regarding risk identification and estimation approaches; (iii) receives reports on the management of strategic riskCorporation’s material risks and exposures to inform decisions on capital adequacy and actions, including capital distributions; (iv) unless reviewed and approved by the Board, reviews and approves capital policies for the organization;Corporation and (iv) the Bank, including the Corporation’s and the Bank’s capital management goals and targets; (v) receives reports on the Corporation’s capital adequacy assessment process; (vi) reviews and discusses with management the Corporation’s and the Bank’s regulatory capital ratios and capital levels; and (vii) reviews and recommends to the Board for approval (a) integration of corporate social responsibility principles relateddividend declarations with respect to environmentalthe Corporation’s common and social practices into the strategic direction and strategic initiatives of the organization and its businessespreferred stock and (b) governanceissuances or repurchases of those practices.debt or equity securities.

The Board has determined that all members of the Business StrategyCapital Governance Committee are independent under SEC rules and NASDAQ listing standards. The Capital Governance Committee met nine times in 2017.

Compensation and Benefits Committee

Current Members: Directors Chabraja (Chair), Bynoe, Rowe, Slark and Tribbett

Number of Meetings in 2014: 5

The purpose of the Compensation and Benefits Committee is to assist the Board in discharging its duties and responsibilities relating to: (i) the compensation of the directors and executive officers of the Corporation and its subsidiaries; and (ii) the employee benefit and equity-based plans of the

organization. The Committee also assists the Board with management development and succession planning, including with respect to the position of CEO, and prepares the report required to be prepared by the Committee pursuant to SEC rules for inclusion in the Corporation’s annual proxy statement.statement relating to its Annual Meeting of Stockholders.

The Board has determined that all members of the Compensation and Benefits Committee are independent under SEC rules and NASDAQ listing standards. The Compensation and Benefits Committee met four times in 2017.

Corporate Governance Committee

Current Members: Directors Rowe (Chair), Crown, Lane and Tribbett

Number of Meetings in 2014: 5

The purpose of the Corporate Governance Committee is to: (i) identify and recommend to the Board candidates for nomination or appointment as directors; (ii) review the Board’s committee structure and recommend appointments to committees; (iii) developprovide leadership in shaping the corporate governance of the Corporation, including through the development and recommend,recommendation to the Board of Corporate Governance Guidelines applicable to the Corporation; (iv) advise the Board on the appointment of a successor in the event of the unanticipated death, disability or resignation of the Corporation’s CEO, after consultation with the Chairman of the Corporation’s Compensation and Benefits Committee; (v) oversee the procedures relating to stockholder communications with the Board and review any proposals submitted by stockholders; and (vi) oversee the annual evaluation of the Board and its committees. Effective upon the dissolution of the Corporate Social Responsibility Committee on April 25, 2017, the Corporate Governance Committee assumed such committee’s responsibilities with respect to receiving and reviewing reports on each of the following as they pertain to the Corporation and its subsidiaries: (a) political, lobbying and other public advocacy activities, including significant trade association memberships; (b) sustainability initiatives and other social responsibility matters of significance, including strategic philanthropy, charitable contributions and environmental, social and governance issues; (c) diversity and inclusion initiatives; (d) human rights matters; and (e) compliance with the Community Reinvestment Act and Fair Lending laws.

The Board has determined that all members of the Corporate Governance Committee are independent under SEC rules and NASDAQ listing standards. The Corporate Governance Committee met four times in 2017.

Executive Committee

Current Members: Directors Waddell (Chair), Chabraja, Crown, Prado, Rowe and Smith

Number of Meetings in 2014: 0

The Board appoints an Executive Committee so that there will be a committee of the Board empowered to act for the Board, to the full extent permitted by law, between meetings of the Board if necessary and appropriate. The Executive Committee is composed of the Chairman of the Board, the CEO, the Lead Director and the Chair of each of the other standing committees of the Board. The Executive Committee did not meet in 2014.2017.

CORPORATE GOVERNANCE

Key Governance Practices

We believe that the high standards set by our governance structure provide the foundation for the strength of our business. An overview of certain key governance practices reflective of our strong governance profile is set forth below.

Director Independence

To be considered independent, the Board must affirmatively determine that a director has no relationship with the Corporation which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Corporation’s Corporate Governance Guidelines require that the Board be composed of a majority of the directors whoserving on the Board meet the criteria for “independence” under NASDAQ listing standards.

To assist the Board in making its independence determinations, the Board has adopted categorical standards. Under these standards, the following persons shall not be considered “independent”:

—●

a director who receives or has received, or whose Family Member receives or has received, compensation from the Corporation in excess of $120,000 during any period of twelve consecutive months within the past three years, other than director and committee fees, benefits under atax-qualified retirement plan or other forms of nondiscretionary compensation; provided, however, that compensation received by a Family Member of a director for service as an employee (other than as an executive officer) of the Corporation need not be considered in determining independence;

“Family Member” means a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home.

As discussed above, theThe Board has determined that each director serving during 2017 was, and each current director (other than Mr.Messrs. Waddell who serves as Chairman and CEOO’Grady, each of whom is an executive officer of the Corporation)corporation) is, independent of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines and categorical standards.

In addition to the categorical standards, the Board also considers any transactions, relationships,transaction, relationship, or arrangementsarrangement between the Corporation and a director that constitutes a related person transaction under the Corporation’s Related Person Transactions Policy, describeddescriptions of which are provided under “Related Person Transactions Policy” below. In assessing the independence of the Corporation’s directors, the Board considered the fact that, during 2014, the Corporation or its subsidiaries provided financial services to each of its directors, or persons related to such directors, in the ordinary course of business. Services provided included trust and related services, brokerage services, asset servicing, asset management, securities lending, credit services and other banking services. These transactions were undertaken in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral for loan transactions) as those prevailing at the time for comparable transactions with other persons not related to the Corporation or any affiliated entities involved in the transactions. None of the transactions involved more than the normal risk of collectability or presented other unfavorable features. None of the transactions or any transactions in which the Corporation or any of its subsidiaries sold or purchased products and services were material to the Corporation or affiliated entities involved in the transactions, and none require disclosure pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934 (the “Exchange Act”). Any extensions of credit to directors and executive

officers of the Corporation were permitted under the provisions of Section 13(k) of the Exchange Act. In each case, the Board determined that these relationships were immaterial and did not affect the independence of any director’s ability to exercise independent judgment in carrying out his or her responsibilities as a director.

Related Person Transactions Policy

The Board, through its Audit Committee, has adopted a written Related Person Transactions Policy to govern the review, approval, and ratification of transactions betweento which the Corporation or its subsidiaries are party and in which any related persons.persons have a direct or indirect material interest. “Related persons” means the Corporation’s directors, nominees for director, executive officers, greater than five percent beneficial owners, members of their immediate family and any person other(other than a tenant or employeeemployee) sharing their household. The Related Person Transactions Policy also covers transactions in which any related person has an indirect interest.

The Related Person Transactions Policy provides that the Corporation may undertake certainpre-approved related person transactions in the ordinary course of business without specific review, approval or ratification, including the followingpre-approved transactions:

—●

transactions where the related person’s interest arises solely from the ownership of the Corporation’s common stock and all stockholders receive the same benefit on a pro rata basis; and

Any other related person transaction involving amounts in excess of $120,000 must be approved or ratified by the Audit Committee or the Audit Committee Chair. In considering related person transactions, the Audit Committee or the Audit Committee Chair will consider all relevant facts and circumstances and approve only those related person transactions that are in, or otherwise not inconsistent with, the best interests of the Corporation and its subsidiaries.

As noted above, in 2014,

During 2017, certain related persons were clients of, andand/or otherwise engaged in the types of transactions identified in the bullet points above with, the Corporation andor one or more of its subsidiaries. The Corporation or its subsidiaries provided financial services to each of its directors, or persons related to such directors, except for Mr. Tribbett, in the ordinary course of business. Services provided included trust and related services, brokerage services, investment management, asset servicing, asset management, credit services and other banking services. These transactions were undertaken in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral for loan transactions) as those prevailing at the time for comparable transactions with other persons not related to the Corporation or any affiliated entities involved in the transactions. None of these transactions involved more than the normal risk of collectability or presented other unfavorable features, and any extensions of credit to directors and executive officers of the Corporation were permitted under the provisions of Section 13(k) of the Securities Exchange Act of 1934 (the “Exchange Act”). None of these transactions or any transactions in which the Corporation or any of its subsidiaries sold or purchased products and services to or from any of the Corporation’s directors, or persons or entities affiliated with its directors, were material to the Corporation or any affiliated entities involved in the transactions, and all such transactions were undertaken upon such other terms and conditions as permitted such transactions to qualify forpre-approval under the Related Person Transactions Policy. Further,In addition to the foregoing, Kathleen Finley, Mr. Henderson’s daughter, has been employed by the Bank since 2005, currently serving as noted above, noneVice President on the Client and Partner Experience team of the Bank. In such role, Ms. Finley earned compensation in excess of $120,000 in 2017, and received retirement, health and wellness benefits, all on comparable terms as those provided for other employees of the Bank. Pursuant to the Related Person Transactions Policy, our Audit Committee considers and approves Ms. Finley’s employment on an annual basis. None of the foregoing transactions require disclosure pursuant to Item 404(a) of Regulation S-K of the Exchange Act.Act, except with respect to the compensation earned by Ms. Finley.

Executive Sessions

The independent directors of the Corporation met in executive sessions separate from management sixseven times during 2014.2017. The Lead Director or, in his absence, another independent director designated by the Lead Director, presides at executive sessions of the independent directors. The standing committees of the Board also regularly held executive sessions during 2017. These sessions were led by the respective independent committee Chairs.

Board Leadership Structure; Lead DirectorStructure

The current leadership structureIn October 2017, the Corporation announced that Mr. Waddell would step down from the position of CEO and that the Board had elected Mr. O’Grady to succeed Mr. Waddell in such capacity, each effective as of January 1, 2018. In connection with this transition, the Board determined that it would be in the best interests of the Corporation and its stockholders for Mr. Waddell to continue to serve as Chairman of the Board consiststo allow for continuity of Board leadership and strategic oversight and facilitate a combined Chairman andsmooth transition of the CEO position and a Lead Director appointed annuallyrole. The Board also determined that, although Mr. Rowe has reached the retirement age for directors contemplated by the Corporation’s independent directors.Corporate Governance Guidelines, it would be in the best interests of the Corporation and its stockholders for Mr. Rowe to remain on the Board and continue to serve as the Corporation’s Lead Director, a role he has held since April 2010, during this period of transition. The Board believes that Messrs. Waddell, Rowe and O’Grady in their respective roles as Chairman, Lead Director and CEO will work closely together to provide effective leadership for the Corporation and its stockholders during this period of transition.

In conjunction with the decision for Mr. Waddell to continue to serve as Chairman, the Board reviewed and assessed the respective roles and responsibilities of the Chairman and the Lead Director. The responsibilities of the Chairman include:

The responsibilities of the Lead Director include:

Taking into account the roles and responsibilities described above, the Board has determined that combiningMr. Rowe continuing to serve as Lead Director provides significant independent leadership of the positions of ChairmanBoard and CEO is the most appropriate for the Corporation at this time. Having one personThe Corporation has a strong independent Board, with all directors except for Messrs. Waddell and O’Grady having been determined to be independent under NASDAQ listing standards. Further, as Chairman and CEO provides unified leadership and direction to the Corporation and strengthens the abilitynoted above, all standing committees of the CEO to developBoard except for the Executive Committee are composed solely of independent directors. The significant and implement strategic initiatives and respond efficiently in crisis situations. The Board believesmeaningful responsibilities of the combinationCorporation’s independent directors, together with those of the Chairman and CEO positions is appropriate in light of theLead Director, foster good governance practices and provide for substantial independent oversight provided byof critical matters related to the Board.Corporation. Accordingly, the Board believes that its current Board leadership structure is most appropriate at this time and best serves the interests of the Corporation and its stockholders. While the Board has determined that separating the roles of Chairman and CEO is most appropriate at this time, the Board retains the flexibility to combine the roles in the future. The Board also believes thatrecognizes its responsibility for the desire for independent leadershipestablishment and maintenance of the Board is sufficiently achieved bymost effective leadership structure for the prominent roleCorporation, taking into account all relevant facts and circumstances, including the best interests of the Lead Director.

The Lead Director’s primary duties are described inCorporation and its stockholders. Pursuant to the Corporation’s Corporate Governance Guidelines. Among other things, the Lead Director’s duties include: (i) approving meeting agendas forGuidelines, the Board andhas agreed that it will appoint a Lead Director whenever the natureposition of information sent to the Board; (ii) approving Board meeting schedules to assure that there is sufficient time for discussion of all Board agenda items; (iii) the authority to call at any time a special meeting of the Board or a special executive session of the independent directors; (iv) the authority to add items to the agenda of any regular or special meeting of the Board; (v) preparing the agenda for all regular and any special executive sessions of the independent directors; (vi) presiding at all regular and special meetings of the Board at which the Chairman is not present; (vii) presiding at all regular and any special executive sessions of theheld by an independent directors; (viii) serving as a liaison between the independent directors and the Chairman and CEO;

(ix) conducting, by means of an interview with each independent director, the independent directors’ annual evaluation of the Chairman and CEO’s performance and then communicating the results to the Compensation and Benefits Committee and to the Chairman and CEO; (x) conducting, by means of an interview with each director, including the Chairman and CEO, the Board’s annual self-evaluation of its performance and then providing a summary report to the Board; and (xi)  being available for consultation and direct communication with major stockholders.director.

Risk Oversight

The Board provides oversight of risk management directly as well as through its Audit, Business Risk, Business Strategy,Capital Governance and Compensation and Benefits Committees. The Board approves the Corporation’s enterprise risk management framework and Corporate Risk Appetite Statement. The Corporate Risk Appetite Statement reflects the expectation that risk be consciously considered as part of the Corporation’s strategic decisions and in itsday-to-day activities. The Corporation actively monitors employees using programs, policies, and other tools that are designed to ensure that they work within established risk frameworks and limits. The Business Risk Committee assumes primary responsibility and oversight with respect to credit risk, operationalmarket and liquidity risk, fiduciary risk, operational risk, compliance risk market risk and liquidity risk, and the Business Strategy Committee provides oversight with respect to strategic risk for the Corporation and its subsidiaries.risk. The Audit Committee provides oversight with respect to financial reporting and legal risk, while the Compensation and Benefits Committee oversees the development and operation of the incentive compensation program of the Corporation and its subsidiaries. The Compensation and Benefits Committee annually reviews management’s assessment of the effectiveness of the design and performance of the incentive compensation arrangements and practices in providing risk-taking incentives that are consistent with the safety and soundness of the Corporation and its subsidiaries. This assessment includes an evaluation of whether these incentive compensation arrangements and practices discourage inappropriate risk takingrisk-taking behavior by participants. Pursuant to its charter, the Compensation and Benefits Committee is required to have at least one member who is a member of the Business Risk Committee and at least one member who is a member of the Audit Committee. Among other responsibilities, the Capital Governance Committee oversees the capital adequacy assessments, forecasting, and stress testing processes and activities of the Corporation and its subsidiaries, including the annual CCAR exercise, and challenges management, as appropriate, on various elements of such processes and activities. Accordingly, the Capital Governance Committee provides oversight with respect to the linkage of the Corporation’s material risks to the capital adequacy assessment process. The charters for the Audit, Business Risk, Business StrategyCapital Governance and Compensation and Benefits Committees provide that the Committees may meet with the individuals who superviseday-to-day risk management responsibilities of the Corporation and other members of management, consultants or advisors, as each committee deems appropriate.

The Board has approved a corporate risk appetite statement articulating the Corporation’s expectation that risk be consciously considered as part of strategic decisions and in day-to-day activities.

For a further description of the risk management policies and practices of the Corporation’s management, see the sectionsections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management and —Liquidity and Capital Resources—Liquidity Risk Management” in the Corporation’s Annual Report on Form10-K for the year ended December 31, 2014.2017.

Corporate Governance Guidelines

The Corporation has had Corporate Governance Guidelines in place since 2000. The Corporate Governance Committee reviews and reassesses the adequacy of the Corporate Governance Guidelines at least annually and recommends any changes to the Board for approval. The Corporation’s Corporate Governance Guidelines embody many of the Corporation’s long-standing practices and incorporate policies and procedures that strengthen its commitment to corporate governance best practices. A copy of the Corporate Governance Guidelines is available on the Corporation’s website at www.northerntrust.com.

Code of Business Conduct and Ethics

The Board of the Corporation has adopted a Code of Business Conduct and Ethics to:

The Code of Business Conduct and Ethics satisfies applicable SEC and NASDAQ requirements and applies to all directors, officers (including the Corporation’s principal executive officer, principal financial officer and principal accounting officer) and employees of the Corporation and its subsidiaries. The Corporation intends to disclose any amendments to, or waivers from, the Code of Business Conduct and Ethics for directors and executive officers by posting such information on its website. A copy of the Code of Business Conduct and Ethics is available on the Corporation’s website at www.northerntrust.com.

Management Development and Succession Planning

The Compensation and Benefits Committee oversees executive management andBoard is responsible for succession planning. Pursuant toplanning for the Corporate Governance Guidelines and the charter forposition of CEO. The Board, led by the Compensation and Benefits Committee, the Compensation and Benefits Committeeannually conducts an annuala formal management development and succession planning review. Allreview with respect to the position of the Corporation’s directors are invited to,CEO and typically all participate in, this review. Following the review, the Compensation and Benefits Committee makes recommendations concerning management development and succession planning. This management review process also includes a review of other senior employees of the Corporation, with a focusofficers. This review focuses on CEO succession planning, as well as developing internal candidates for advancement within the Corporation.

In connection with setting the compensation of the Corporation’s Chairman and CEO, the The Compensation and Benefits Committee andmakes recommendations to the Board concerning management development and succession planning, which

recommendations reflect the Board’s annual management development and succession planning review, as well as Committee discussions with and without the performance of the Chairman and CEOCEO. The Corporate Governance Committee discusses succession planning in light of the Chairman and CEO’s responsibilities to the Corporation, including the development of short-term and long-term strategic plans, goals and objectives, the development of an effective senior management team, positioning of the Corporation for current and future success and effective communications with all of the Corporation’s constituencies. These criteria, among others, would also be considered by the Board in evaluating any successor Chairman and CEO candidates.

In the event of the unexpected death, incapacity, or resignation of the ChairmanCEO and CEO, pursuant to its charter, the Corporate Governance Committee will discuss and make a recommendationrecommends to the Board, after consultation with the Chairman of the Compensation and Benefits Committee, for an appropriate successor.successor under such circumstances.

Director Nominations and Qualifications

The Corporate Governance Committee is responsible for considering, evaluating, and recommending candidates for director. The Committee will consider persons nominated by stockholders in accordance with the nomination procedures specified in the Corporation’sBy-laws or otherwise recommended by stockholders. The Corporation’s By-laws provide that stockholders may propose director nominations only if they give timely written notice, directed to the attention of the Corporation’s Corporate Secretary, not less than 120 days nor more than 150 days prior to the anniversary date of the prior year’s and described further under “Stockholder Proposals for 2019 Annual Meeting of Stockholders. If such Annual Meeting ofMeeting” on page 83. Stockholders is called for a date that is not within thirty days before or after the anniversary date of the prior year’s Annual Meeting of Stockholders, notice by the stockholder in order to be timely must be received within ten days after notice of such subsequent Annual Meeting of Stockholders is mailed or public disclosure of the date of such Annual Meeting of Stockholders is made, whichever occurs first. In either case, the notice must contain the information required by the Corporation’s By-laws. Stockholdersalso may also recommend candidates for director by following the procedures for communicating with directors described below under “Communications with the Board and Independent Directors.”

In its evaluation of director candidates, including persons recommended by stockholders, the Corporate Governance Committee considers the factors specified in the Corporation’s Corporate Governance Guidelines to ensure the Board has a diversity of perspectives and backgrounds, including the nature of the expertise and experience required for the performance of the duties of a director of a corporation engaged in the Corporation’s business and such matters as relevant business and industry experience, professional background, age, current employment, community service and other board service. The Committee also considers the racial, ethnic and gender diversity of the Board in assessing candidates. The Committee seeks to identify as candidates for director persons with a reputation for, and record of, integrity and good business judgment who: (i) have experience in positions with a high degree of responsibility and are leaders in the organizations with which they are affiliated; (ii) are free from conflicts of interest that could interfere with a director’s duties to the Corporation and its stockholders; and (iii) are willing and able to make the necessary commitment of time and attention required for effective Board service. The Committee also takes into account a candidate’s level of financial literacy, and monitors the mix of skills and experience of the directors in order to assess whetherensure the Board has the necessary toolscollective expertise to perform its oversight function effectively. A full listing of the characteristics and qualifications of director candidates considered by the Committee is set forth in the Corporate Governance Guidelines on the Corporation’s website at www.northerntrust.com. Following its evaluation process, the Committee recommends its director nominees to the full Board, and the Board makes the final determination of director nominees based on its consideration of the Committee’s recommendationrecommendation.

In late 2017, the Corporation amended and report.restated itsBy-laws to incorporate a proxy access right allowing eligible stockholders to include, along with the candidates nominated by the Board, their own nominees for election to the Board in the Corporation’s proxy materials. The proxy access right permits any stockholder, or group of up to 20 stockholders, who has maintained continuous qualifying ownership of 3% or more of the Corporation’s outstanding common stock for at least the previous three years and owns such common stock through the date of the applicable annual meeting, to include in the Corporation’s proxy materials such stockholder’s director nominees constituting up to the greater of two individuals or 20% of the total number of directors, provided that such stockholder and its nominees satisfy the requirements specified in the Corporation’sBy-laws.

Stockholder OutreachEngagement

The Corporation recognizes the importance of stockholder engagement to helpengaging with stockholders and other key constituents. Open and constructive dialogue with stockholders helps further their understanding of our investors understand our

performance and strategies and allows us to allow our stockholders to express their viewsreceive direct feedback on issues importantrelating to the Corporation. Accordingly, it is the Corporation’s long-standing practice to engage proactively and routinely engage with stockholders throughout the year. This practice continued in 2017, with our CEO and/or CFO engaging with stockholders representing approximately 40% of our outstanding shares regarding matters pertaining to the Corporation’s performance, strategies and governance.

Communications with the Board and Independent Directors

Stockholders and other interested persons may communicate with any of the Corporation’s directors, including the Lead Director or the nonmanagementindependent directors as a group, by writing a letter

addressed to the applicable director(s), c/o Northern Trust Corporation, 50 South La Salle Street,M-9, Chicago, Illinois 60603, Attention: Corporate Secretary. The Corporation’s Corporate Secretary will forward communications directly to the Lead Director, unless a different director is specified.

Any stockholder or other interested person who has a particular concern regarding accounting, internal accounting controls, or other audit matters that he or she wishes to bring to the attention of the Audit Committee may communicate those concerns to the Audit Committee or its Chairman, using the address indicated above. Any written communication regarding accounting, internal accounting controlsThe Corporation’s Corporate Secretary will forward communications to the appropriate member or other matters are processed in accordance with procedures adopted bymembers of the Audit Committee.Board. The Corporate Secretary need not forward or retain any communications determined to be mass mailings, routine solicitations for business or contributions, or communications determined not to be relevant to the performance of the duties of the Board.

Securities TradingTransactions Policy and Procedures and Policy Against Hedging

Our securities trading policySecurities Transactions Policy and Procedures prohibits directors, employees, including our named executive officers, and certain of their family members from purchasing or selling any type of security, whether issued by us or another company, while such persons are aware of material nonpublic information relating to the issuer of the security and from providing such material nonpublic information to any person who may trade while aware of such information. This policy also prohibits directors, employees, and certain of their family members from engaging in short selling, margining, and pledging or hypothecating the Corporation’s securities, and from trading in options, warrants, puts, calls or similar instruments on the Corporation’s securities.

SECURITY OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table shows the beneficial ownership of the Corporation’s common stock as of December 31, 20142017 for each director, each named executive officer and all directors and executive officers of the Corporation as a group.

* Less than 1%.

(1) Except as noted below, the nature of beneficial ownership for shares shown in this table is sole voting and investment power (including shares as to which spouses and minor children of the individuals covered by this table have such power).

(2) Amount includes restricted stock units payable on aone-for-one basis in shares of the Corporation’s common stock that are scheduled to vest within sixty days of December 31, 20142017 in the following amounts: Mr. Waddell – 37,99425,501 units; Mr. O’Grady – 7,669 units; Mr. Bowman – 5,7196,950 units; Mr. Fradkin – 11,873 units; Mr. Morrison – 11,8737,669 units; Ms. Schreuder – 11,8738,559 units; and all directors and officers as a group – 124,413116,092 units.

(3) Amount of shares includes options that were exercisable as of December 31, 20142017 and options that become exercisable within sixty days thereafter.

(4) Mr. Harrison was appointed asAmount includes 1,704 shares held in a director of the Corporation effective January 1, 2015.

(5)trust over which Mr. Smith is co-trustee with another individual on two separate trusts. He shares voting and investment power for 500with one other individual. Amount excludes 2,567,260 shares held in one trustcertain trusts over which Mr. Smith directly or indirectly shares voting and 1,704 in another trust, all of which such shares are reflected ininvestment power with two or more other individuals. Mr. Smith is the table. He is also a beneficiary of a trust that holdsholding 1,362,880 shares; as Mr. Smith has no investment or voting power with respect to these shares, they are not reflected in the table.

(6) Mr. Thompson was appointed as a director of the Corporation effective March 6, 2015.such excluded shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Corporation’s directors, executive officers and beneficial owners of more than 10% of the Corporation’s stock to file with the SEC initial reports of ownership and reports of changes in ownership of any equity securities of the Corporation. Based solely on the Corporation’s review of the reports that have been filed by or on behalf of such reporting persons in this regard and written representations from such reporting persons that no other reports were required, the Corporation believes that all reports required by Section 16(a) of the Exchange Act were made on a timely basis during or with respect to 2014,2017, except for atwo Form 34s filed on August 22, 2014 reporting initial ownership information for Edward J. Mooney upon his appointment as an advisory director of the Corporation which should have been filed by July 25, 2014,William L. Morrison and aone Form 4 filed for Mr. Mooney on August 22, 2014 to reporteach of Jeffrey D. Cohodes, Steven L. Fradkin, Teresa A. Parker, Stephen N. Potter, Jana R. Schreuder, Joyce M. St. Clair and Frederick H. Waddell, each of which reported a transaction that should have beenpursuant to which shares of the Corporation’s common stock were withheld in payment of tax obligations related to restricted stock units previously granted. Each of these transactions were reported by July 17, 2014.late due to administrative error.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table includes information concerning stockholders who were the beneficial owners of more than 5% of the outstanding shares of the Corporation’s common stock as of December 31, 2014.2017.

(1) As of December 31, 2014,2017, the Bank and its affiliates individually acted as sole orco-fiduciary with respect to trusts and other fiduciary accounts which owned, held or controlled through intermediaries the shares. This aggregate number of shares includes 1,362,880reported. Of the total shares owned, held or controlled by trusts and other fiduciary accounts

for which the trust described in footnote 5 to the “Security Ownership by DirectorsBank and Executive Officers” table in this Proxy Statement,its affiliates acted as sole or less than 0.6% of the outstanding common stock. Of these shares,co-fiduciary, the Bank and its affiliates had sole voting power with respect to 8,427,7707,243,998 shares, or 3.6%3.20% of the outstanding common stock, and they shared voting power with respect to 11,648,7155,106,579 shares, or 5.0%2.26% of the outstanding

common stock. They had sole investment power with respect to 2,153,4022,655,660 shares, or 0.9%1.17% of the outstanding common stock, and they shared investment power with respect to 12,433,1004,988,870 shares, or 5.3%2.21% of the outstanding common stock.

(2) As reported on a Schedule 13G/A filed on February 13, 2015. T. Rowe Price Associates,9, 2018, of the shares reported, The Vanguard Group, Inc. (“Price Associates”Vanguard”) has indicated that these shares are owned by various individual and institutional investors, for which Price Associates serves as an investment adviser with power to direct investments and, in certain cases, sole power to vote the securities. For the purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. Of these shares, Price Associates had sole voting power with respect to 4,575,082300,832 shares, or 2.0%0.13% of the outstanding common stock, and it did not have shared voting power with respect to any such shares. Price Associates39,802 shares, or 0.02% of the outstanding common stock. Vanguard had sole investment power with respect to all such shares.14,248,736 shares, or 6.30% of the outstanding common stock, and shared investment power with respect to 334,458 shares, or 0.15% of the outstanding common stock.

(3) As reported on a Schedule 13G13G/A filed on February 6, 2015. OfJanuary 29, 2018, of the shares reported, BlackRock, Inc. (“BlackRock”) had sole voting power with respect to 10,566,30011,822,393 shares, or 4.5%5.23% of the outstanding common stock, and it did not have shared voting power with respect to any shares reported. BlackRock had sole investment power with respect to all shares reported.

(4) As reported on a Schedule 13G/A filed by Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP on February 8, 2018, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP each had shared voting power with respect to 5,037,069 shares, or 2.23% of the outstanding common stock, and shared investment power with respect to all shares reported. None of the entities had sole voting or investment power with respect to any shares reported. Based on the Schedule 13G/A, the securities as to which the Schedule 13G/A was filed are owned of record by clients of one or more investment advisers identified therein directly or indirectly owned by Wellington Management Group LLP.

ITEM 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, and the rules and regulations promulgated thereunder by the SEC, the Corporation is required to include in this Proxy Statement a separate resolution, subject to an advisory vote, to approve the compensation of our named executive officers as disclosed in this Proxy Statement (commonly referred to as a “Say-on-Pay”“Say-on-Pay” advisory vote). In a nonbinding, advisory vote on the frequency of future Say-on-Pay votes held at our 20112017 Annual Meeting of Stockholders, stockholders voted in favor of conductingSay-on-Pay votes annually. In light of this result, and other factors considered by the Board, the Board has determined that the Corporation will continue to holdSay-on-Pay votes on an annual basis until the next advisory vote on such frequency, which is expected to take place at the 2017 Annual Meeting of Stockholders.basis. Accordingly, the Board is requesting that stockholders vote FOR approval of the following resolution:

“Resolved, that the compensation paid to the Corporation’s named executive officers, as disclosed in its Proxy Statement dated March 10, 2015,8, 2018, pursuant to Item 402 of RegulationS-K of the Exchange Act, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.”

As an advisory vote, this proposal is not binding on the Corporation. Although the vote is nonbinding, the Board and the Compensation and Benefits Committee value the opinions of our stockholders and, consistent with past practice, will consider the outcome of the vote when determining compensation policies and making future compensation decisions for our named executive officers.

As outlinedThe Corporation’s executive compensation program and the framework used in evaluating and making 2017 compensation decisions for our named executive officers are described in the Compensation Discussion and Analysis that begins on page 2530 of this Proxy Statement, the Corporation’s executive compensation program is designed to attract, motivate and retain individuals who will contribute to the Corporation’s success and the creation of stockholder value. The Compensation and Benefits Committee believes that executive officers are most effectively motivated when their incentive compensation is tied to the Corporation’s overall performance as well as their individual performance. That is why a significant portion of each executive officer’s short-term and long-term incentive compensation is variable and depends on such performance. Long-term incentive compensation delivered through annual equity awards is the most significant element of the Corporation’s executive compensation program. The Compensation and Benefits Committee believes that this emphasis on equity-based compensation aligns the interests of executive officers with our stockholders, discourages inappropriate risk-taking, and encourages executive officers to appropriately consider and control risk factors, which furthers the Corporation’s risk-mitigation strategy. In addition, the Corporation has adopted policies, like stock ownership guidelines, and incorporated provisions into compensation plans, like forfeiture and clawback provisions, to ensure long-term focus and discourage inappropriate risk-taking by executive officers.

The Corporation’s conservatively managed executive compensation philosophy, coupled with its sound balance sheet and prudent business model, have contributed to the Corporation’s strong strategic and financial positioning, despite an increasingly regulated and a persistent low interest rate environment. In 2014, the Corporation reported revenue of $4.3 billion, net income of $811.8 million and diluted earnings per share of $3.32. The Corporation’s 2014 return on equity increased to 10.0% from 9.5% in the prior year. For the year ended December 31, 2014, the Corporation’s average three- and five-year returns on equity were 9.6% and 9.5%, respectively, in line with the peer-group medians of 9.7% for each of such periods. Further, the Corporation’s average revenue growth of 5.9%, 4.7% and 2.7% over the one-, three- and five-year periods ended December 31, 2014, respectively, significantly outpaced peer-group median growth of 0.7%, 1.4% and (1.0)% over such periods.Statement.

The Board unanimously recommends that you voteFOR this proposal.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our Named Executive Officers

This Compensation Discussion and Analysis describes how we compensate our executives, including our 2017 named executive officers, which consist of the following individuals.

Mr. Waddell served as the Corporation’s Chairman and CEO for the entirety of 2017. Effective January 1, 2018, Mr. Waddell stepped down from the position of CEO, with Mr. O’Grady succeeding him in that capacity. Mr. Waddell continues to serve as Chairman of the Board. Further discussion with respect to this leadership transition, including with respect to Mr. Waddell’s current responsibilities as Chairman, is set forth in the “Board Leadership Structure” section beginning on page 20. The titles for Mr. Waddell, Mr. O’Grady and each of our other named executive officers provided throughout this Proxy Statement, including the table above, reflect their current titles.

Executive Summary

2017 Financial Performance

In 2014,2017, we remained focused on the performance and achievementsthree pillars of our named executive officers helped the Corporation deliver sound financial results and accelerate the strategic initiatives of the organization in a continued challenging global economic environment. New business and our measured approach to managing the business contributed to the Corporation’s strong financial performance.

Appropriately linking the compensation of our named executive officers to the performance of our business is important to the continued growth and success of the Corporation. Accordingly, performance is the most significant driver of compensation decisions. The following charts summarize our performance in 2014 and highlight important considerations in the development, review and approval of our 2014 named executive officers’ compensation.strategy:

	●		—Improve Profitability and Productivity, as demonstrated by our growth in net income andpre-tax Net income was $811.8 million in 2014, an improvementincome. We also remain focused on efforts to improve ourpre-tax margin and noninterest expense as a percentage of 11% from $731.3 million in 2013 —  Revenue grew 6% to $4.3 billion in 2014 from $4.1 billion in 2013 —  Trust,trust, investment and other servicing fees, which represent the single largest source of revenue to the Corporation, increased 9%including through our “Value for Spend” expense management initiative announced in 2014 —  Earnings per diluted common share totaled $3.32 in 2014, compared to $2.99 in 2013 —  Our return on equity was 10.0% in 2014, an increase from 9.5% in 2013 and within our target range of 10–15%
Capital Planning		—  Our capital ratios are well above the ratios that are a requirement for regulatory classification as “well-capitalized” —  We returned $792.4 million in capital to our common stockholders by increasing the quarterly dividend to $0.33 per share and repurchasing 7.5 million common shares —  We grew our capital base by 7% due to the issuance of 16,000 shares of preferred stock for net proceeds of $388.5 million and continued growth in retained earnings —  The Board of Governors of the Federal Reserve System (the “Federal Reserve”) did not object to our 2014 Capital Plan
Risk Management		—  Our risk profile remained strong, with no material changes in 2014 —  The quality of our balance sheet and our liquidity position remained strong at both the Corporation and the Bank
Strategic Developments		—  Assets under custody rose 7% to $6 trillion, while assets under management rose 6% to $934.1 billion —  Our growth in clients continues to be diversified across our businesses, services and geographies —  We continued to expand and optimize our geographic footprint by establishing new offices in South Korea and Malaysia, beginning new processing and back-office operations in Manila, Philippines and announcing plans to open a new office in Tempe, Arizona to perform a wide variety of front-, middle- and back-office functions

2014 Performance (con’t)
Leadership Changes		—  At the Chairman and CEO’s direction, the Corporation made a number of leadership changes across the organization in 2014 —  These changes impacted each of the named executive officers, except for Mr. Waddell, and were designed to position the organization for faster growth and expand the experience of its leaders2017.

Guiding Principles for Executive Compensation

Compensation Philosophy

Decisions and Actions

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.

Key Strategic Achievements

Execution on our strategies also was demonstrated through various strategic achievements, including:

Compensation Governance Practices

We have implemented the compensation practices summarized below to ensure that our compensation program is effective in addressing stockholder objectives.

2018 Compensation Program Enhancements

Guiding Principles for Executive Compensation

The Corporation’sOur compensation philosophy is to attract, motivate and retain talent, including executive-level talent, who will contribute to our long-term success. With the goals of solid long-term financial performance and creating long-term stockholder value, the Corporation’sour executive compensation program and compensation decisions are framed by the four core valuesguiding principles described below.

Linked to Long-Term Performance

The Corporation’s executive compensation program strongly focuses on incentive compensation, which is intended to help drive long-term financial performance. Currently, 80% to 90% of each named executive officer’s total pay opportunity consists of performance-based compensation. Short-term cash and long-term incentive awards reflect the Corporation’s performance as well as each named executive officer’s individual performance. The Compensation and Benefits Committee determines and approves annual cash incentives for the Corporation’s named executive officers under the provisions of the stockholder-approved Management Performance Plan.

The net income generated by the Corporation in the applicable fiscal year determines the maximum funding for annual cash incentives. Accordingly, no annual cash incentive can be paid in the absence of positive net income. The Corporation’s average annual rate of return on equity during the respective three-year performance period (as compared to pre-established targets) determines the payout under 50% of the Corporation’s annual long-term incentive awards, which are granted in the form of performance stock units. Payout of this component therefore generally requires the executive to remain with the company during the applicable performance period, as well as attainment of return on equity goals over multi-year periods. The overall performance of the Corporation’s common stock delivers the remainder of the value of annual long-term incentive awards; this portion of the award is granted in the form of stock options (25%), which have no economic value absent share price appreciation, and through restricted stock units (25%). The Corporation’s current performance schedule provides that officers will only receive 100% of their performance stock unit awards if the Corporation achieves an average annual return on equity of 10.25% over the three-year performance period, which aligns the payout of these awards to the target return on equity range.

Aligned with Stockholder Interests

The Corporation’s executive compensation program is designed to align the interests of the named executive officers with those of its stockholders by tying a significant portion of an executive’s total compensation to the longer-term performance of the Corporation’s common stock. Long-term incentive compensation is the most significant component of overall compensation, as it provides the majority of named executive officers’ compensation. The emphasis on long-term multi-year vesting schedules applied to these incentives contributes to continuity and stability within the Corporation’s executive leadership and encourages executives to act as owners with a tangible stake in the Corporation.

Positioned Competitively in the MarketplaceRisk Management

We believe a competitive executiveA key objective of our compensation program is key to attracting, motivating and retainingensure that the best executive talent. Therefore, the Compensation and Benefits Committee evaluates the competitiveness of the Corporation’s named executive officerincentive compensation program against a peer group that reflects key trust and custody banks (The Bank of New York Mellon Corporation and State Street Corporation) as well as certain other U.S. banking organizations of varying size. The peer group specifically excludes certain direct competitors whose size or scope are significantly larger and might distort the appropriate pay comparisons. The combination of the character and relative size of the Corporation’s businesses makes it challenging to identify any definitive, single group of companies as peers for compensation purposes. The Corporation’s peer group was established based in part on data and analysis provided by management’s executive compensation consultant, Towers Watson.

The banks identified below comprise the Corporation’s peer group:

The Compensation and Benefits Committee believes that this group of peer companies fairly represents a range ofdesign does not encourage inappropriate risk-taking. We have considered our competitors and certain other U.S. banking organizations and is an appropriate group of companies against which the Corporation can gauge the competitiveness of the Corporation’s executive compensation program for the named executive officers. The Committee regularly reviews the composition of the Corporation’s peer group using data and analysis provided by Towers Watson. The Committee makes updates based on changes within the peer group companies, industry consolidation and the Corporation’s own evolving global presence. No modifications have been made to the peer group since 2011.

Discourage Inappropriate Risk-Taking

The Corporation has considered its incentive compensation program in light of the guidance provided by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) with respect to sound incentive compensation policies at banking organizations. The Corporation believes itsfinancial institutions. We believe our compensation arrangements discourage inappropriate risk-taking behavior,are consistent with our safety and soundness, in part because the Corporation iswe are not involved with many of the lines of business that have exposed other financial institutions to excessive risk, such as significant proprietary derivatives trading or origination or securitization of subprime mortgage loans.risk.

To align with the Federal Reserve’s guidance for the financial industry, the Corporation provided direction to its employees about risk management expectations and the incentive adjustments that may be made to awards for those who expose the Corporation to excessive risk. The Corporation actively monitors employees using programs, policies, and other tools that are designed to ensure that they work within established risk frameworks and limits. To reinforce the important role of effective risk management in our compensation framework, in recent years the Corporation has reduced the portion65% of its long-term incentive awards composed of stock options (now representing only 25% of long-term incentive compensation) and replaced a portion of those awards withto named executive officers for 2017 performance were provided in performance stock units. Performance stock units, which contain meaningful performance targets for named executive officers and are payable in shares if thesethose targets are attained, discourage inappropriate risk-taking behavior because they can only be earned by attaining long-term performance goals and because the value of the award is less susceptible than stock options to short-term fluctuations in share value than stock options. To further reinforce the important role of effective risk management in our compensation framework,value. All long-term incentive compensation is the most significant element of compensation for senior management. All grants of long-term equityawards vest over a multi-year period and have an inherent risk adjustment factor based on changes in the value of the Corporation’sour common stock. Consistent with the Corporation’s risk-mitigation strategies for its compensation programs, since 2012 allAll long-term incentive compensation arrangements for named executive officers have incorporated clawback provisions that deter certain types of conduct, including conduct that could affect the accuracy of the Corporation’s financial statements. In 2013, expanded risk-basedfrom February 14, 2012 through February 20, 2017 included forfeiture and clawbackrecoupment provisions. On February 20, 2017, we adopted a Policy on Recoupment containing similar forfeiture and recoupment provisions were included in restricted stock unit awards.applicable to long-term incentive compensation arrangements entered into on or after such date. On February 19, 2018, we amended this Policy on Recoupment to apply to all short-term incentive compensation amounts for named executive officers made on or after such date as well. Further information with respect to these forfeiture and recoupment provisions for our named executive officers can be found under “Other Compensation Practices—Forfeiture and Recoupment.”

The Compensation and Benefits Committee annually reviews management’s assessment of the effectiveness of the design and performance of the Corporation’sour incentive compensation arrangements and practices in providing risk-taking incentives that are consistent with the organization’s safety and soundness.soundness of the Corporation and its subsidiaries. This assessment includes an evaluation of whether the Corporation’sour incentive compensation arrangements and practices discourage inappropriate risk-taking behavior by participants. WeIn connection with the Committee’s assessment, the Corporation’s Chief Risk Officer presents an annual incentive compensation risk performance review, discussing his observations and assessments of risk performance for the performance year for the Corporation and each of its significant businesses. The Committee will continue to monitor and, if necessary, revise our incentive compensation program to ensure that it continues to balance appropriately balance the objectives of stockholders, the needs of the business and risk concerns.

Pursuant to its charter, the Compensation and Benefits Committee is required to have at least one member who is a member of the Business Risk Committee and at least one member who is a member of the Audit Committee. This overlap in composition is intended to ensure that compensation decisions reflect the input of the Audit and Business Risk Committees.

Executive Compensation Program Elements

The table below provides a brief description of the elements of our compensation program and how each element helps address our guiding principles for executive compensation.

Additional information with respect to each of the four principal elements of our compensation program can be found beginning on page 44.

Determining Awards

Role of the Board of Directors

The full Board of Directors sets the compensation of the Chairman and the CEO. In determining the appropriate level of compensation for the individuals in these roles, the Board gives substantial weight to the recommendations of the Compensation and Benefits Committee, but retains ultimate oversight and responsibility for such compensation decisions.

Role of the Compensation and Benefits Committee

During its February meeting each year, the Compensation and Benefits Committee determines the appropriate level of compensation for all executive officers. The Committee considers all elements of the Corporation’sour executive compensation program holistically rather than each compensation element individually, and makes executive compensation decisions after careful review and analysis of financial and nonfinancial performance information, as well as historical and market compensation data. The Committee also considers the impact that compensation decisions may have on the potential value of other pay and benefit programs.

The Committee has the discretion to determine compensation in the context of individual performance in nonfinancial areas that are important to long-rangelong-term growth and the enhancement of stockholder value. This flexibility allows the Committee to modify individual incentive payouts and long-term incentive opportunities to best reflect:

TheAs discussed under “2017 Performance Considerations” beginning on page 40 of this Proxy Statement, in considering the compensation of our CEO, the Committee also evaluates the performance of the Chairman andour CEO against his objectives for the past year.year to which such compensation relates. The Committee shares this evaluation with the Board in order for the Board to set the Chairman and CEO’s compensation.

Role of the Chairman and CEO

The Chairman and CEO presents the Compensation and Benefits Committee with recommendations on the total compensation for each of the Corporation’sour other executive officers based in part upon data provided by management’s executive compensation consultant. The Chairman and CEO’s evaluations of the other executive officers are based onofficers. These recommendations reflect performance against the past year’s performance expectations, and are comprised of a mix of objectivefinancial and subjectivenonfinancial performance factors, which are not formulaically weighted or scored. With input from the Corporation’s Chief Risk Officer, the Chairmanscored, and CEOcompetitive market data. These recommendations also evaluatesreflect each of the other executive officer’s performance with regard to business risks and individual adherence to risk and compliance policies and procedures. The Committee gives substantial weight to the recommendations of the Chairman and CEO, but retains the ultimate oversight and responsibility to set compensation for all executive officers.officers, except for the Chairman and the CEO, whose compensation is set by the Board with consideration given to the recommendations of the Committee.

Role of Human Resources

The Human Resources function provides materials to assist the Compensation and Benefits Committee in making executive compensation decisions, including current and historical compensation

data for executive officers. The Corporation’sOur Executive Vice President, Human Resources attends and participates in all Committee meetings. The Human Resources function also assists the Chairman and CEO in formulating his compensation recommendations for all other executive officers. The Human Resources function provides historical and current market data for executive pay in the industry, information concerning the historical and current compensation of executive officers and the comparison of stock ownership measured against the Corporation’s stock ownership guidelines.

Role of the Compensation and Benefits Committee’s Independent Compensation Consultant

In February 2014, theThe Compensation and Benefits Committee has retained Compensation Advisory Partners (“CAP”), a nationally recognized executive compensation and benefits consulting firm, to replace Aon Hewitt as its independent compensation consultant. The Committee confers with its independent compensation consultant to ensure that decisions and actions are consistent with stockholders’ long-term interests and compensation-related best practices within the financial services industry. The Committee also references market data provided by its independent compensation consultant when considering compensation for executive officers. A representativeAt least two representatives of CAP attended all meetings of the Committee during which 2014 executive compensation decisions were made.2017. CAP provides insights into compensation trends and market practices, presents views on the compensation proposed by the Committee and participates in Committee meeting discussions and executive sessions.

Use of Peer Group and Market Data

TheTo help to inform its decision-making, the Compensation and Benefits Committee usesreviews peer group data to assessregarding competitive pay levels in the competitivenessmarket place. The peer group currently utilized by the Committee consists of the Corporation’s two most comparable trust and custody peers—The Bank of New York Mellon Corporation and State Street Corporation—as well as certain other banking, wealth management and asset management firms similar to the Corporation in certain respects, but not necessarily representing direct business competitors. This peer group, reflected below, was developed by the Committee, working with CAP and management’s executive compensation paid to executive officers. The Corporation does not use peer compensation data to set precise pay levels by position. Rather,consultant, Towers Watson, in 2015 and was used when setting 2017 base salaries and determining the size of short-term annual cash incentive awards and long-term incentive grants made in 2018 and 2017 based on 2017 and 2016 performance, respectively. In July 2017, the Compensation and Benefits Committee, working with CAP, reviewed the peer datagroup and data provided by compensation consultants are used to validate relative competitive pay for our executive officers. With respect to 2014 compensation, the Committee considered the Corporation’s performance relative to our peers across various performance and financial measures. Weighing these measures, the Committee determined that the Corporation’s overall performance generally compared favorablycurrent peer group continues to provide the Committee with a representative view of the market for executive talent and reflects our business mix, complexity and global footprint.

When making compensation decisions, the Compensation and Benefits Committee considers how the recommended compensation levels will compare to the median compensation for comparable

positions among the peer group performance.companies. The Committee took these comparisons into account generallyalso considers market data for comparable positions reported in making itscertain financial services industry surveys. However, the Committee recognizes that the compensation decisions for 2014.levels may vary from market median compensation levels based on our performance or specific individual circumstances, including the executive’s tenure in the role, the nature of the responsibilities of the executive and the executive’s individual performance.

The Committee regularly reviews the composition of the Corporation’s peer group and will make further updates, as appropriate, based on changes within the peer group companies, industry consolidation and the Corporation’s own evolving global presence.

Deductibility of Executive Compensation

The CorporationCompensation and Benefits Committee views the tax deductibility of executive compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), as aone factor in determining the forms and amounts of executive compensation. Historically, certain types of compensation have been eligible for deduction by the Corporation if such compensation satisfied the requirements of Section 162(m) related to performance-based compensation. Accordingly, the Committee has attempted to structure compensation arrangements to achieve deductibility under Section 162(m), unless the benefit of such deductibility was considered by the Committee to be outweighed by the need for flexibility or other objectives. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law, eliminating the performance-based compensation exemption under Section 162(m) for tax years beginning on or after January 1, 2018, except with respect to certain grandfathered arrangements. As was the case prior to the enactment of the Act, the Committee will continue to monitor issues concerning the deductibility of executive compensation. Since corporate objectives may not always be consistent with the requirements for deductibility, the Committee is prepared, when it deems appropriate, to enter into compensation arrangements under which payments will not be deductible for tax purposes. Thus, deductibility will continue to be one of many factors considered by the Committee in determining the appropriate forms and amounts of compensation provided to the Corporation’s executive officers.

2017 Advisory Vote on Executive Compensation

Our 2016 named executive officer compensation was approved on an advisory basis by our stockholders at our April 25, 2017 Annual Meeting of Stockholders. Approximately 98% of the votes present and entitled to vote at the meeting, including abstentions, supported approval of 2016 named executive officer compensation. Although such advisory votes are nonbinding, the Board reviews and thoughtfully considers the voting results when determining compensation policies and making future compensation decisions for named executive officers. Additionally, as mentioned under “Stockholder Engagement” beginning on page 24 of this Proxy Statement, it is our practice to engage proactively and routinely with stockholders throughout the year to help further their understanding of our performance and strategies and to allow us to receive direct feedback on issues relating to the Corporation. The Corporation, throughdecisions made by the Board and the Compensation and Benefits Committee reviews each material elementwith respect to compensation in 2017 reflect the Board and the Committee’s belief, based on the results of the advisory vote on 2016 named executive officer compensation on a continuing basis and takes steps to assure deductibility ifour ongoing dialogue with stockholders, that can be accomplished without sacrificing flexibility or other important elements of theour stockholders generally support our overall executive compensation program.

Elements of the Corporation’s Executive2017 Compensation ProgramDecisions and Design

There are four principal elements of2017 Performance Considerations

In determining total compensation for the Corporation’snamed executive compensation program, each of which is discussed below. In making determinations regarding these compensation elements,officers, the Compensation and Benefits Committee’s overall goal is to establish total executive compensation that appropriately rewardsCommittee considered the Corporation’s 2017 financial performance, aligns with stockholders’ interests, and positions the Corporation competitivelyas well as how well each officer performed in the marketplace for executive talent. While the Committee’s determinationshis or her role. Further detail with respect to these elements may reflect unique characteristicsperformance factors for each of that element (for instance, in the casenamed executive officers is set forth below.

Frederick H. Waddell

Mr. Waddell served as the Corporation’s Chairman and CEO for the entirety of annual cash incentives,2017. In such capacity, Mr. Waddell was responsible for, among other things: developing and implementing our corporate strategies; managing and developing our senior leaders; and embodying our guiding principles of service, expertise and integrity. In determining his compensation for 2017, the Compensation and Benefits Committee and the Board considered the performance of the Corporation),Corporation under Mr. Waddell’s leadership, how well Mr. Waddell fulfilled his specific individual performance objectives and the Committee’s overall decision-making is governed by a collective evaluationCorporation’s leadership transition, pursuant to which Mr. O’Grady succeeded Mr. Waddell as CEO, effective January 1, 2018, with Mr. Waddell continuing to serve as Chairman. Mr. Waddell’s individual performance objectives were set in February 2017 at the direction of the elementsCompensation and Benefits Committee and the full Board. Mr. Waddell’s individual performance objectives as Chairman and CEO in 2017 were divided into the following three categories: Operating Performance, Client Development and Satisfaction and Leadership Development. In January 2018, the Compensation and Benefits Committee and the Board evaluated an assessment of compensation,Mr. Waddell’s performance against the individual objectives established in February 2017. The Committee and the Board considered not only whether Mr. Waddell satisfied each of his individual performance objectives, but also how he satisfied such objectives. The Committee and the Board also considered whether Mr. Waddell appropriately prioritized his individual performance objectives with his other responsibilities as Chairman and CEO, recognizing that the needs of the Corporation and its stockholders evolve as a view toward establishing an appropriate levelgiven performance year progresses.

Mr. Waddell’s achievements and contributions to the Corporation’s performance in 2017, many of total executive compensation.which correlate to the individual performance objectives established for Mr. Waddell in February 2017, are reflected in the following:

Operating Performance

Short-Term Annual Cash Incentive

●

Aligned with stockholders’ interests by linking maximum award to Ourpre-tax margin of 30.4% and noninterest expense as a percentage of net incometrust, investment and actual awardother servicing fees of 110% in 2017, compared to executive’s performance. Targeted at competitive levels among the peer group companies.30.6% and 112%, respectively, in 2016.

Client Development and Satisfaction

Leadership Development

Michael G. O’Grady

Effective January 1, 2018, Mr. O’Grady assumed the role of CEO in addition to maintaining his role as President of the Corporation, in which capacity he served for the entirety of 2017. As the Corporation’s President, Mr. O’Grady was primarily responsible for driving business growth and overseeing the Corporation’s client-facing businesses. To determine Mr. O’Grady’s 2017 compensation, the Compensation and Benefits Committee and the Board considered how well Mr. O’Grady fulfilled these responsibilities in 2017, as well as his appointment as CEO.

Mr. O’Grady’s achievements and contributions to the Corporation’s performance in 2017 are reflected in:

●

Our continued high levels of client satisfaction, which helped drive strong new business results for our Corporate & Institutional Services and Wealth Management businesses.

S. Biff Bowman

As the Corporation’s Chief Financial Officer, Mr. Bowman is primarily responsible for financial reporting and control, management reporting and analysis, liquidity management, capital planning and investor relations. To determine Mr. Bowman’s 2017 compensation, the Compensation and Benefits Committee considered how well Mr. Bowman fulfilled his responsibilities in 2017.

Mr. Bowman’s achievements and contributions to the Corporation’s performance in 2017 are reflected in:

Steven L. Fradkin

As the Corporation’s President of Wealth Management, Mr. Fradkin is primarily responsible for the overall performance of such business. To determine Mr. Fradkin’s 2017 compensation, the Compensation and Benefits Committee considered how well Mr. Fradkin fulfilled his responsibilities for 2017.

Mr. Fradkin’s achievements and contributions to the Corporation’s performance in 2017 are reflected in:

Jana R. Schreuder

As the Corporation’s Chief Operating Officer, Ms. Schreuder is primarily responsible for business operations and enabling the Corporation’s businesses to grow faster, more efficiently and more profitably. To determine Ms. Schreuder’s 2017 compensation, the Compensation and Benefits Committee considered how well Ms. Schreuder fulfilled her responsibilities in 2017.

Ms. Schreuder’s achievements and contributions to the Corporation’s performance in 2017 are reflected in:

●

Ourpre-tax margin of 30.4% and noninterest expense as a percentage of trust, investment and other servicing fees of 110% in 2017, compared to 30.6% and 112%, respectively, in 2016.

Base Salary

The Compensation and Benefits Committee believes that base salaries should provide a fixed level of annual income consistent with an executive officer’s position and responsibilities, competitive pay practices and internal equity among executive officers.

The Committee uses discretion in determining base salaries. It does not take a formulaic approach to setting base salary levels but considerssalaries, considering the following factors:

For new and recently promoted executives, the Committee’s approach is to gradually increase incrementally base salary to the appropriate target pay level as the executive officer gains experience and tenure in the new position.

In February 2017, based on competitive salary market data among our peer group companies and in consideration of his appointment as President of the Corporation, the Committee increased Mr. O’Grady’s base salary for 2017 from $625,000 to $800,000. In October 2017, an additional increase in Mr. O’Grady’s base salary to $900,000, effective January 1, 2018, was approved by the Board in connection with Mr. O’Grady’s appointment as CEO of the Corporation, also effective as of January 1, 2018. No other named executive officer’s base salary was increased in 2017.

Short-Term Annual Cash Incentive

Annual cash incentives provide an opportunity for our executive officers to receive additional cash compensation based on the Corporation’sour financial performance, as well as each executive officer’s individual performance. The overall annual bonus pool is funded based on a targeted percentage range ofpre-tax income. In approving the total funded cash incentive pool, the Corporation’s overall performance, as well as competitive requirements for incentive compensation, are considered.

Actual incentive allocations under the funded pool to each named executive officer are made based on a review of the Corporation’s performance in the context of key performance indicators on an absolute basis and relative to custody bank peers (e.g., growth in fees, total revenue and pre-tax income, return on equity, pre-tax margin, operating leverage, etc.), a review of the individual’s contribution to corporate performance and an assessment of competitive levels of pay for each position.

The Compensation and Benefits Committee determines and approves annual cash incentives for the Corporation’s executive officers under the provisions of the stockholder-approved Management Performance Plan. These awards are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. The maximum funding for each officer’s annual cash incentive award under the Management Performance Plan is a percentage of the consolidated net income generated by the Corporationus in the applicable year. The annual cash incentive maximums for our named executive officers are as follows:

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annual cash incentives for the President and Chief Operating Officer may not exceed 0.4% of consolidated net income;

While the Corporation’s net income establishes the maximum annual cash incentive that may be paid to an officer, theThe final determination of annual cash incentives is not tied to any specific formula. Instead,formula, rather the process that the Compensation and Benefits Committee uses to determine incentives relies on a discretionary assessment of quantitative and qualitative performance criteria for Northern Trust as a whole, specific businesses and individual executive officers. In setting 2017 short-term annual cash incentives in February 2018, the Committee exercisesused negative discretion based on consideration of our overall performance, the individual executive officer’s performance, internal equity principles and peer group compensation levels. Factors with respect to setperformance taken into consideration included:

The table below summarizes the final award. In applying negative2017 short-term annual cash incentives for the named executive officers awarded in February 2018, along with 2016 short-term annual cash incentives awarded in February 2017 for comparative purposes.

The Committee believes that its use of discretion in 2015setting short-term annual cash incentives for 2014 performance,the named executive officers is appropriate as it allows the Committee consideredto assess performance holistically across multiple dimensions of performance; provides for ayear-end assessment of how challenging the Corporation’s overall performanceoperating environment was and how well we performed relative to our direct peers; and ensures that the Committee has the ability to adjust incentives for how results each officer’s individual performance and the cash incentive award data reported by peer firms, adjusted for size.were achieved (i.e., degree of risk taken, sustainability of results).

Long-Term Incentive Compensation

Long-term incentive compensation is the most significant element of overall compensation and is designed to reward the performance of executive officers over time. Under the current plan design, long-termLong-term incentive compensation takes the formawards made in February 2018 for performance in 2017 were granted to named executive officers as a mix of 50% performance stock units 25%(65%) and restricted stock units and 25% nonqualified(35%). In the past, we also included stock options. The Compensation and Benefits Committee emphasizes long-term incentives to align compensation with the interests of the stockholders. The Committee believes that long-term incentive compensation encourages executives to act as owners with an equity stakeoptions in the Corporation, discourages inappropriate risk-taking and contributes to continuity and stability within the Corporation’s leadership.

The Committee considers a variety of individual factors to determine the actual dollar valuemix of long-term incentive compensationawards provided to our named executive officers. The relative mixes of long-term incentive awards made in February 2018 and 2017 for each executive officer. The dollar valueperformance in 2017 and 2016 are as follows.

Beginning with the long-term incentive awards made in February 2018 for performance in 2017, we have discontinued the use of equity compensation generally has been defined as 100%stock options and increased the proportion of the fair market value at the time of grant for alllong-term incentive awards represented by performance stock units and restricted stock units. This change further aligns the long-term interests of our named executive officers with those of our stockholders and also aligns with market practice, as the use of performance stock units and one-third of the fair market value of the shares underlying grantsin lieu of stock options athas become more prevalent in recent years among many of our peers. We may alter our usage and mix of specific award types in the time of grant for all stock options. These guidelines also appliedfuture as long-term business needs or market practice continues to evolve.

The table below summarizes the long-term incentive awards grantedestablished by the Compensation and Benefits Committee for our named executive officers in 2015 for 2014 performance, with the exception of the dollar value of stock option grants, which were valued at 30% of the fair market value of the shares underlying such grants at the time they were made.

The Committee has flexibility in determining the value of totalFebruary 2018 and February 2017. In establishing long-term incentive compensationaward opportunities for our named executive officers, consideration is given to each executive’s performance, his or her potential for future contributions to the organization and internal equity principles. As discussed under “Total Direct Compensation for 2017 and Overall Pay Mix” below, changes in the roles and responsibilities of our named executive officer based onofficers are reflected in their long-term incentive awards to the extent such changes impact a review of objective and subjective factors. There is no formula that assigns specific weightsnamed executive officer’s potential for future contributions to these factors and the importance of these factors may vary from year to year. In addition to considerationorganization.

Performance Stock Units.Performance stock units make up 65% of the long-term incentive award opportunity provided to our named executive officers for performance in 2017 and are generally the largest portion of the total compensation reported by peer banks,mix for our named executive officers. Our performance stock units are earned based on our average return on equity performance over a three-year period relative topre-established goals. Return on equity is the primary financial performance metric used internally and externally to assess our long-term performance. The following tables illustrate the vesting requirements for the performance stock unit grants to named executive officers in 2017 and 2018.

As it is possible that there will be no payout under the performance stock units, these awards are completely“at-risk” compensation. Since performance stock units were reintroduced as an element of the specific objective and subjective factors considered by the Committee in setting total 2014 and 2015Corporation’s long-term incentive compensation program in 2012, the average annual rate of return on equity required for each executive officer:awards to become 100% vested has increased from 8.0% to 15.0%. These increases emphasize the“at-risk” element of these awards.