Independent
Tenure on this board
29.4 yrs
Also a director at
Illinois Tool Works Inc (ITW)
13 nominees · 4 ballot items.
Election of 13 directors; advisory vote to approve executive compensation (Say-on-Pay); approval of the Northern Trust Corporation 2026 Employee Stock Purchase Plan (ESPP); ratification of KPMG LLP as independent registered public accountants for 2026.
Election of thirteen directors to the Board of Directors; each nominee to serve until the next annual meeting.
Nonbinding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement (Say-on-Pay).
This management proposal requests a nonbinding advisory approval of the Company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management seeks shareholder endorsement of its pay philosophy and 2025 compensation outcomes for named executive officers, which emphasize long-term incentive alignment (majority equity-based, with significant PSUs tied to three-year adjusted ROE and relative peer performance). The Board recommends a vote FOR, citing alignment with strategy, robust governance (clawbacks, stock ownership guidelines, independent compensation consultant, overlapping committee membership with risk and audit), and strong 2025 performance results reflected in the Corporate Scorecard. A FOR vote supports management’s continued use of the scorecard approach and pay structures, although as an advisory vote it is nonbinding; the Board and Committee will consider the outcome in future decisions. The proposal is routine in governance practice but highlights the firm’s emphasis on risk-adjusted long-term incentives and retention mechanisms; investors evaluating the merits should weigh the performance measures, payout outcomes, and governance protections described in the proxy statement.
Approve the 2026 Employee Stock Purchase Plan to allow eligible employees to purchase up to 3,500,000 shares at a discount (typically 90% of fair market value), with both Section 423 and non-423 components.
Management asks shareholders to approve a new ESPP reserving 3,500,000 shares (approx. 1.89% of outstanding shares) to allow eligible employees to buy stock via payroll deductions, generally at a 10% discount (90% of fair market value) with quarterly offering periods and a 250-share per offering limit. The plan contains both Section 423-qualified components and non-423 components for jurisdictions or participants where Section 423 treatment is infeasible; it includes customary administrative provisions, treatment upon corporate transactions, and Sub-Plans for non-U.S. jurisdictions. Board recommends FOR, arguing the program strengthens employee ownership and is a competitive retention/recruitment tool. Analysts should consider dilution (1.89% initial run-rate), potential use of non-423 offerings for international employees, and the plan’s design features (purchase price, offering cadence, transfer/holding restrictions) when evaluating stakeholder impact.
Ratify the Audit Committee’s selection of KPMG LLP as independent registered public accountants for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.37% | 11,783,530 | $1.6B |
| 2 | STATE STREET CORP | 4.91% | 9,082,748 | $1.3B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.55% | 8,419,232 | $1.2B |
| 4 | PRIMECAP MANAGEMENT CO/CA/ | 3.54% | 6,549,037 | $914M |
| 5 | BlackRock, Inc. | 3.20% | 5,928,911 | $827M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.47% | 4,566,998 | $635M |
| 7 | FMR LLC | 2.38% | 4,398,020 | $614M |
| 8 | NORTHERN TRUST CORP | 2.22% | 4,113,559 | $574M |
| 9 | FMR LLC | 2.21% | 4,090,152 | $571M |
| 10 | BlackRock, Inc. | 2.06% | 3,813,696 | $532M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.