01—Abstract
Summary
Summary of the 8-K filed January 22, 2025. Cited figures are marked; the original filing is the authoritative source.
Northern Trust Corporation (Nasdaq: NTRS) disclosed in this Form 8-K, filed January 22, 2025, that its Board of Directors elected two new directors.
Robert Moritz, the former global chairman of PricewaterhouseCoopers, will join the board effective March 1, 2025. Richard Petrino, a former American Express Company executive, was elected effective January 22, 2025. Both were also elected as directors of The Northern Trust Company, the Corporation's principal subsidiary, with matching effective dates.
The filing states that the Board has not yet determined which committees Messrs. Moritz and Petrino will join. Both will participate in the Corporation's Non-Employee Director Compensation Plan and may participate in the 2018 Deferred Compensation Plan for Non-Employee Directors.
They will receive equity awards for service through the 2025 Annual Meeting of Stockholders, prorated for their appointment dates and consistent with annual awards to non-employee directors. The accompanying press release, Exhibit 99.1, announces the appointments and states that Chairman and CEO Michael O'Grady expects the new directors to bring strategic, global perspectives and financial expertise. The release also notes that as of September 30, 2024, Northern Trust had assets under custody/administration of US$17.4 trilliona and assets under management of US$1.6 trillion.
02—Key points
Key Highlights
- Robert Moritz, former global chairman of PricewaterhouseCoopers, elected to the Board effective March 1, 2025
- Richard Petrino, former American Express Company executive, elected to the Board effective January 22, 2025
- Both directors also elected to the board of The Northern Trust Company, the principal subsidiary, with matching effective dates
- Board has not yet determined committee assignments for either new director
- New directors receive compensation under the Non-Employee Director Compensation Plan, with prorated equity awards through the 2025 Annual Meeting
- Moritz also serves on the board of Walmart (NYSE: WMT), as stated in the press release
- As of September 30, 2024, assets under custody/administration were US$17.4 trillion and assets under management were US$1.6 trillion
03—Questions
Frequently Asked Questions
When do the new directors take their board seats?
Richard Petrino's appointment is effective January 22, 2025, the filing date. Robert Moritz's appointment is effective March 1, 2025. Both were also elected to the board of The Northern Trust Company with identical effective dates.
How will the new directors be compensated?
Both will participate in the Non-Employee Director Compensation Plan and may participate in the 2018 Deferred Compensation Plan for Non-Employee Directors, as described in the most recent proxy statement. They will receive equity awards for service through the 2025 Annual Meeting of Stockholders, prorated for their effective dates and consistent with annual awards to other non-employee directors.
What committees will the new directors join?
The filing states that the Board of Directors has not yet determined which committees Messrs. Moritz and Petrino will be named to.
What relevant experience do the new directors bring?
Moritz led PricewaterhouseCoopers' global network as global chairman and previously held leadership roles in U.S. financial services audit and advisory. Petrino held several executive roles at American Express, most recently as chief operating officer of American Express National Bank, and previously served as chief accounting officer and chief operational risk officer.
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