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DEF 14A Filing Data
Northern Trust (NTRS) DEF 14A16 Mar 23Definitive proxyFinancial data
Company Profile
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | NORTHERN TRUST CORPORATION |
Entity Central Index Key | 0000073124 |
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our other named executive officers and certain financial performance of the Corporation. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Corporation’s pay-for-performance philosophy and how the Corporation aligns executive compensation with the Corporation’s performance, refer to “Compensation Discussion and Analysis” beginning on page 33 of this Proxy Statement. Year Summary for CEO ($)(1) Compensation Average Average Actually Paid to Other NEOs ($)(4) Value of Initial Fixed $100 Investment Net Income ($) Adjusted (%) (6) Actually Paid to CEO ($)(2) Compensation for Other NEOs ($)(3) Corporation ($) KBW Index ($)(5) 2022 $ 10,816,639 $ 4,271,059 $ 5,671,222 $ 2,463,790 $ 90.98 $ 97.52 $ 1,336 14.8 2021 10,449,233 18,479,485 4,381,631 6,913,472 119.42 124.06 1,545 13.9 2020 9,189,814 4,352,289 3,947,748 2,088,995 90.71 89.69 1,209 11.2 (1) Mr. O’Grady was CEO for each of the covered years. (2) Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table for the indicated covered year and adjusted as shown in the table below. The fair value of 2022 2021 2020 Total Compensation as reported in the Summary Compensation Table $ 10,816,639 $ 10,449,233 $ 9,189,814 Subtract Change in pension values reported in the Summary Compe n (289,639 ) (144,932 ) (202,180 ) Subtract Fair value of equity awards granted during covered fiscal year (8,500,158 ) (6,825,124 ) (6,825,082 ) Add Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year 122,137 111,468 83,696 Add Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end 6,618,964 11,098,552 4,636,093 Add Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting — — — Add Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year 834,143 641,980 514,894 Add/(Subtract) Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year (4,139,521 ) 3,217,622 (2,815,983 ) Add/(Subtract ) Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year (1,191,506 ) (69,314 ) (228,963 ) Subtract Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year — — — Equals Compensation Actually Paid to CEO $ 4,271,059 $ 18,479,485 $ 4,352,289 (3) For 2022, our other named executive officers were Messrs. Cherecwich, Fradkin, Thomas, and Tyler and Ms. Taylor and for 2021 and 2020, our other named executive officers were Messrs. Cherecwich, Fradkin, Thomas, and Tyler. (4) Amounts reported in this column are based on the average of the total compensation reported for our other named executive officers in the Summary Compensation Table for the indicated reporting 2022 2021 2020 Total Compensation as reported in the Summary Compensation Table $ 5,671,222 $ 4,381,631 $ 3,947,748 Subtract Change in pension values reported in the Summary Compensation T (67,086 ) (95,634 ) (496,121 ) Subtract Fair value of equity awards granted during covered fiscal year (4,160,283 ) (2,312,629 ) (1,987,586 ) Add Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made i 32,487 48,749 50,402 Add Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end 2,311,553 3,760,643 1,350,123 Add Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting — — — Add Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year 200,956 202,256 174,858 Add/(Subtract) Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year (1,037,069 ) 950,305 (868,019 ) Add/(Subtract ) Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year (284,314 ) (21,849 ) (82,410 ) Subtract Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year (203,676 ) — — Equals Compensation Actually Paid to Named Executive Officers $ 2,463,790 $ 6,913,472 $ 2,088,995 (5) The KBW Index is a modified-capitalization-weighted index made up of 24 of the largest banking companies in the United States. The Corporation is included in the KBW Index. (6) For an explanation and reconciliation of ROE to Adjusted ROE, see page 51 of this Proxy Statement. | ||
Company Selected Measure Name | Adjusted ROE | ||
Named Executive Officers, Footnote [Text Block] | For 2022, our other named executive officers were Messrs. Cherecwich, Fradkin, Thomas, and Tyler and Ms. Taylor and for 2021 and 2020, our other named executive officers were Messrs. Cherecwich, Fradkin, Thomas, and Tyler. | ||
Peer Group Issuers, Footnote [Text Block] | The KBW Index is a modified-capitalization-weighted index made up of 24 of the largest banking companies in the United States. The Corporation is included in the KBW Index. | ||
PEO Total Compensation Amount | $ 10,816,639 | $ 10,449,233 | $ 9,189,814 |
PEO Actually Paid Compensation Amount | $ 4,271,059 | 18,479,485 | 4,352,289 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table for the indicated covered year and adjusted as shown in the table below. The fair value of 2022 2021 2020 Total Compensation as reported in the Summary Compensation Table $ 10,816,639 $ 10,449,233 $ 9,189,814 Subtract Change in pension values reported in the Summary Compe n (289,639 ) (144,932 ) (202,180 ) Subtract Fair value of equity awards granted during covered fiscal year (8,500,158 ) (6,825,124 ) (6,825,082 ) Add Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year 122,137 111,468 83,696 Add Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end 6,618,964 11,098,552 4,636,093 Add Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting — — — Add Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year 834,143 641,980 514,894 Add/(Subtract) Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year (4,139,521 ) 3,217,622 (2,815,983 ) Add/(Subtract ) Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year (1,191,506 ) (69,314 ) (228,963 ) Subtract Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year — — — Equals Compensation Actually Paid to CEO $ 4,271,059 $ 18,479,485 $ 4,352,289 | ||
Non-PEO NEO Average Total Compensation Amount | $ 5,671,222 | 4,381,631 | 3,947,748 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 2,463,790 | 6,913,472 | 2,088,995 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (4) Amounts reported in this column are based on the average of the total compensation reported for our other named executive officers in the Summary Compensation Table for the indicated reporting 2022 2021 2020 Total Compensation as reported in the Summary Compensation Table $ 5,671,222 $ 4,381,631 $ 3,947,748 Subtract Change in pension values reported in the Summary Compensation T (67,086 ) (95,634 ) (496,121 ) Subtract Fair value of equity awards granted during covered fiscal year (4,160,283 ) (2,312,629 ) (1,987,586 ) Add Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made i 32,487 48,749 50,402 Add Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end 2,311,553 3,760,643 1,350,123 Add Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting — — — Add Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year 200,956 202,256 174,858 Add/(Subtract) Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year (1,037,069 ) 950,305 (868,019 ) Add/(Subtract ) Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year (284,314 ) (21,849 ) (82,410 ) Subtract Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year (203,676 ) — — Equals Compensation Actually Paid to Named Executive Officers $ 2,463,790 $ 6,913,472 $ 2,088,995 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Relationship Between Compensation Actually Paid to our CEO and the Average of the Compensation Actually Paid to our Other Named Executive Officers and the Corporation’s Cumulative TSR | ||
Compensation Actually Paid vs. Net Income [Text Block] | Relationship Between Compensation Actually Paid to our CEO and the Average of the Compensation Actually Paid to our Other Named Executive Officers and the Corporation’s Net Income | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Relationship Between Compensation Actually Paid to our CEO and Average of the Compensation Actually Paid to our Other Named Executive Officers and the Corporation’s Adjusted ROE | ||
Total Shareholder Return Vs Peer Group [Text Block] | Relationship Between the Corporation’s TSR and the Peer Group TSR | ||
Tabular List [Table Text Block] | Financial Performance Measures As discussed in “Compensation Discussion and Analysis,” our executive compensation program and compensation decisions reflect the guiding principles of being linked to long-term performance and aligned with stockholder interests. The metrics used within our incentive plans are selected to support these objectives. The following were the most important financial performance measures, as determined by the Corporation, to link executive compensation actually paid to the Corporation’s named executive officers to the Corporation’s performance for the most recently completed fiscal year: ● Total Shareholder Return (“TSR”) ● Adjusted ROE ● Pre-tax | ||
Total Shareholder Return Amount | $ 90.98 | 119.42 | 90.71 |
Peer Group Total Shareholder Return Amount | 97.52 | 124.06 | 89.69 |
Net Income (Loss) | $ 1,336 | $ 1,545 | $ 1,209 |
Company Selected Measure Amount | 0.148 | 0.139 | 0.112 |
PEO Name | Mr. O’Grady | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Shareholder Return (“TSR”) | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted ROE | ||
Non-GAAP Measure Description [Text Block] | For an explanation and reconciliation of ROE to Adjusted ROE, see page 51 of this Proxy Statement. | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Pre-tax Income | ||
PEO [Member] | Deduct: Pension Adjustments Pension Value In Summary Compensation Table [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (289,639) | $ (144,932) | $ (202,180) |
PEO [Member] | Pension Adjustments Service Cost [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 122,137 | 111,468 | 83,696 |
PEO [Member] | Deduct: Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (8,500,158) | (6,825,124) | (6,825,082) |
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 6,618,964 | 11,098,552 | 4,636,093 |
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (4,139,521) | 3,217,622 | (2,815,983) |
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,191,506) | (69,314) | (228,963) |
PEO [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 834,143 | 641,980 | 514,894 |
PEO [Member] | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Deduct: Pension Adjustments Pension Value In Summary Compensation Table [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (67,086) | (95,634) | (496,121) |
Non-PEO NEO [Member] | Pension Adjustments Service Cost [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 32,487 | 48,749 | 50,402 |
Non-PEO NEO [Member] | Deduct: Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (4,160,283) | (2,312,629) | (1,987,586) |
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,311,553 | 3,760,643 | 1,350,123 |
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,037,069) | 950,305 | (868,019) |
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (284,314) | (21,849) | (82,410) |
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 200,956 | 202,256 | 174,858 |
Non-PEO NEO [Member] | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (203,676) | $ 0 | $ 0 |