DEF 14A of Northern Trust Corp, Mar 11, 2026

DEF 14A of Northern Trust Corp

Filed Mar 11, 2026 · FY20250000073124-26-000022

Open on EDGAR

  1. Northern Trust Corporation

    | 2025 Grants of Plan-Based Awards | | 73 | | Description of Certain Awards Granted in 2025 | | 74 | | 2025 Outstanding Equity Awards at Fiscal Year-End | | 75 | | 2025 Option Exercises and Stock Vested | | 77 | | 2025 Pension Benefits | | 77 | | 2025 Nonqualified Deferred Compensation | | 80 | | Potential Payments Upon Termination of Employment or a Change in Control of the Corporation | | 81 | | CEO PAY RATIO | | 84 | | PAY VERSUS PERFORMANCE | | 85 | | Financial Performance Measures | | 86 | | Analysis of the Information Presented in the Pay Versus Performance Table | | 87 | | EQUITY COMPENSATION PLAN INFORMATION | | 89 | | ITEM 3 | Approval of the Northern Trust Corporation 2026 Employee Stock Purchase Plan | 90 | | ITEM 4 | Ratification of Appointment of Independent Registered Public Accountants | 95 | | AUDIT MATTERS | | 96 | | Annual Evaluation and Selection of Independent Auditor | | 96 | | Fees of Independent Registered Public Accounting Firm | | 96 | | Pre-Approval Policies and Procedures of the Audit Committee | | 97 | | Audit Committee Report | | 97 | | STOCK OWNERSHIP INFORMATION | | 98 | | Security Ownership by Directors and Executive Officers | | 98 | | Security Ownership of Certain Beneficial Owners | | 99 | | Delinquent Section 16(a) Reporting | | 99 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING | | 100 | | Stockholder Proposals for 2027 Annual Meeting | | 104 | | Important Dates for 2027 Annual Meeting | | 104 | | APPENDIX A: NON-GAAP RECONCILIATIONS | | 105 | | APPENDIX B: NORTHERN TRUST CORPORATION 2026 EMPLOYEE STOCK PURCHASE PLAN | | 108 |

  2. WORKFORCE & OPERATIONAL RESILIENCY

    WORKFORCE & OPERATIONAL RESILIENCY Our operating model is designed to reinforce the strength of our control framework, foster enterprise change management, provide robust governance and oversight, accelerate scalable growth, and leverage and develop our talent. To align with our strategy and position the Corporation for future success, new leaders are appointed from our internal talent pool as well as recruited externally to bring in new skills and expertise. Planning for leadership resiliency is a core component of our talent strategy. We identify and develop leaders with the necessary skills to execute business strategies and have documented succession plans for leadership resiliency roles. Our well-being programs support employees and help maintain an inclusive and resilient environment. Through these programs, we enhance employee engagement, reduce workforce risks, and build an adaptive, high-performing culture. In 2025, over 87% of our employees participated in the annual employee engagement survey, which is a crucial tool for understanding and meeting the needs of our employees and driving engagement and retention. The survey results are reviewed by the Board and discussed in leadership meetings, reflecting our dedication to continuous improvement. Embedded in our engagement survey is an inclusion index, which is a gauge used to understand our employees’ sense of belonging and their ability to contribute to the success of the firm. We are committed to fostering an inclusive workplace that aligns with the Corporation’s mission, values, goals, business practices, and all applicable laws.

  3. WORKFORCE & OPERATIONAL RESILIENCY

    | 2026 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 7 |

  4. WORKFORCE & OPERATIONAL RESILIENCY

    | 1 | Election of Directors | The Board Recommends Voting “FOR” this Proposal |

  5. WORKFORCE & OPERATIONAL RESILIENCY

    | | SUSAN CROWN, 67 | | Chairman and Chief Executive Officer, Owl Creek Partners, LLC Director Since: 1997 Committees: CG HC Other Public Boards: 1 | |

  6. WORKFORCE & OPERATIONAL RESILIENCY

    | | JAY L. HENDERSON, 70 | | Former Vice Chairman of Client Service, PricewaterhouseCoopers LLP Director Since: 2016 Committees: Other Public Boards: 2 | |

  7. WORKFORCE & OPERATIONAL RESILIENCY

    | | ROBERT E. MORITZ, 62 | | Former Global Chairman, PricewaterhouseCoopers LLP Director Since: 2025 Committees: A HC Other Public Boards: 2 | |

  8. WORKFORCE & OPERATIONAL RESILIENCY

    | | MARTIN P. SLARK, 71 | | Former Chief Executive Officer, Molex LLC Director Since: 2011 Committees: HC TO Other Public Boards: 1 | |

  9. WORKFORCE & OPERATIONAL RESILIENCY

    | | CHARLES A. TRIBBETT III, 70 | | Vice Chairman of Board and CEO Advisory Group, Russell Reynolds Associates Director Since: 2005 Committees: CG HC Other Public Boards: 0 | |

  10. WORKFORCE & OPERATIONAL RESILIENCY

    | | CHANDRA DHANDAPANI, 58 | | Chief Executive Officer, Magnit, LLC Director Since: 2024 Committees: R TO Other Public Boards: 0 | |

  11. WORKFORCE & OPERATIONAL RESILIENCY

    | | MARCY S. KLEVORN, 66 | | Former Chief Transformation Officer, Ford Motor Company Director Since: 2019 Committees: Other Public Boards: 2 | |

  12. WORKFORCE & OPERATIONAL RESILIENCY

    | | MICHAEL G. O’GRADY, 60 | | Chairman and Chief Executive Officer, Northern Trust Corporation and The Northern Trust Company Director Since: 2017 Committees: Other Public Boards: 1 | |

  13. WORKFORCE & OPERATIONAL RESILIENCY

    | | DAVID H.B. SMITH, JR., 59 | | Executive Vice President, Policy & Legal Affairs and General Counsel, Mutual Fund Directors Forum Director Since: 2010 Committees: Other Public Boards: 1 | |

  14. WORKFORCE & OPERATIONAL RESILIENCY

    | LEGEND: | | | | Independent | | | Lead Independent Director | | | Chair | | A | Audit | | CG | Corporate Governance |

  15. WORKFORCE & OPERATIONAL RESILIENCY

    | | DEAN M. HARRISON, 71 | | Former Executive Chairman, Northwestern Memorial HealthCare Director Since: 2015 Committees: Other Public Boards: 0 | |

  16. WORKFORCE & OPERATIONAL RESILIENCY

    | | SIDDHARTH N. “BOBBY” MEHTA, 67 | | Former President and Chief Executive Officer, TransUnion Director Since: 2019 Committees: R TO Other Public Boards: 2 | |

  17. WORKFORCE & OPERATIONAL RESILIENCY

    | | RICHARD M. PETRINO, 58 | | Former Chief Operating Officer, American Express National Bank Director Since: 2025 Committees: A TO Other Public Boards: 0 | |

  18. WORKFORCE & OPERATIONAL RESILIENCY

    | | DONALD THOMPSON, 62 | | Founder and Chief Executive Officer, Cleveland Avenue, LLC Director Since: 2015 Committees: Other Public Boards: 1 | |

  19. WORKFORCE & OPERATIONAL RESILIENCY

    | E | Executive | | HC | Human Capital and Compensation | | R | Risk | | TO | Technology and Operations |

  20. WORKFORCE & OPERATIONAL RESILIENCY

    | 8 | NORTHERN TRUST CORPORATION |

  21. 2026 BOARD NOMINEES SNAPSHOT

    2026 BOARD NOMINEES SNAPSHOT

  22. 2026 BOARD NOMINEES SNAPSHOT

    | AGE |

  23. 2026 BOARD NOMINEES SNAPSHOT

    | TENURE |

  24. 2026 BOARD NOMINEES SNAPSHOT

    | INDEPENDENCE |

  25. CHANGES TO EXECUTIVE COMPENSATION DESIGN

    CHANGES TO EXECUTIVE COMPENSATION DESIGN As discussed in last year’s Compensation Discussion and Analysis, the Human Capital and Compensation Committee (the “Committee”), in collaboration with management and its independent consultant, conducted a comprehensive review of the Corporation’s executive compensation programs. As part of the continued evolution of the Corporation’s incentive framework, the Committee introduced a balanced scorecard for the Chief Executive Officer in 2024 to support a more holistic evaluation of performance across financial, strategic, and risk dimensions. In 2025, the Committee expanded the scorecard framework to other executive officers, including the Named Executive Officers (“NEOs”), to align performance evaluation more closely across the leadership team while allowing for appropriate differentiation based on individual roles and responsibilities. This scorecard approach — widely recognized across the industry and tailored to Northern Trust’s strategic objectives — provides a transparent and measurable framework that balances financial performance and strategic achievement, inclusive of strengthening resiliency and managing risk. Incentives continue to be delivered through a combination of cash incentives and long-term equity awards, reinforcing accountability, supporting sustainable results, and enhancing long-term stockholder value. For 2025, target incentives were established and approved for all named executive officers, informing the determination of 2025 compensation.

  26. CHANGES TO EXECUTIVE COMPENSATION DESIGN

    It should be noted that the table below is not intended to be a substitute for the 2025 Summary Compensation Table on page 72, as certain amounts in the table below are different than the amounts in the 2025 Summary Compensation Table. The most significant difference is that this table reflects long-term incentive awards granted in February 2026 for the 2025 performance year, while the 2025 Summary Compensation Table provides the value of the equity awards for the year in which they were granted.

  27. CHANGES TO EXECUTIVE COMPENSATION DESIGN

    | NAMED EXECUTIVE OFFICER | 2025 BASE SALARY | 2025 TARGET INCENTIVE AWARD(1) | 2025 ACTUAL INCENTIVE AS % OF TARGET | 2025 ACTUAL INCENTIVE AWARD(2) | 2025 TOTAL COMPENSATION | | MICHAEL G. O’GRADY | $1,000,000 | $10,500,000 | 104% | $10,920,000 | $11,920,000 | | DAVID W. FOX, JR. | 675,000 | 3,475,000 | 110% | 3,825,000 | 4,500,000 | | PETER B. CHERECWICH | 675,000 | 4,400,000 | 110% | 4,825,000 | 5,500,000 | | JASON J. TYLER | 675,000 | 4,325,000 | 100% | 4,325,000 | 5,000,000 | | THOMAS A. SOUTH | 675,000 | 3,375,000 | 105% | 3,550,000 | 4,225,000 |

  28. CHANGES TO EXECUTIVE COMPENSATION DESIGN

    (1)Incentives are allocated between annual cash incentives and long-term incentives, in the form of performance stock units and restricted stock units.

  29. TARGET INCENTIVE PAY MIX

    TARGET INCENTIVE PAY MIX Consistent with our pay for performance philosophy, the pay mix for our CEO and each of our other named executive officers heavily emphasizes incentive compensation. Our long-term incentive mix further emphasizes performance-based pay, with 75% of the CEO’s total target incentive, and 70% of the total target incentive for the other named executive officers, delivered through long-term incentive awards. Within long-term incentives, awards are predominantly performance-based, with 65% delivered in performance stock units, which cliff vest at the end of three-year performance period, and 35% delivered in restricted stock units, which vest ratably over a four-year period. As a result, performance stock units and restricted stock units represent 49% and 26%, respectively, of the CEO’s total incentive compensation, and 45% and 25%, respectively, of total incentive compensation for the other named executive officers. For select executives designated as Material Risk Takers under UK remuneration regulations, long-term incentive awards are delivered exclusively in restricted stock units, vesting ratably over four years.

  30. COMPENSATION PRACTICES HIGHLIGHTS

    (1)For executives designated as MRTs under UK remuneration regulations, long-term incentives are delivered entirely in restricted stock units, which vest ratably over four years. Among the named executive officers, Mr. South was designated a MRT.

  31. COMPENSATION PRACTICES HIGHLIGHTS

    | 2026 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 11 |

  32. COMPENSATION PRACTICES HIGHLIGHTS

    | 3 | Approval of the Northern Trust Corporation 2026 Employee Stock Purchase Plan | The Board Recommends Voting “FOR” this Proposal |

  33. COMPENSATION PRACTICES HIGHLIGHTS

    | 4 | Ratification of Appointment of Independent Registered Public Accountants | The Board Recommends Voting “FOR” this Proposal |

  34. COMPENSATION PRACTICES HIGHLIGHTS

    | 12 | NORTHERN TRUST CORPORATION |

  35. COMPENSATION PRACTICES HIGHLIGHTS

    | Item 1 | | Election of Directors | | | Stockholders will be asked to elect thirteen directors at the Annual Meeting. Each of the thirteen nominees is currently serving as a director of the Corporation and its principal subsidiary, the Bank. Each of the thirteen 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 or 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. As discussed further under “Corporate Governance—Director Nominations and Qualifications and Proxy Access,” in evaluating director nominees, the Corporate Governance Committee considers a variety of factors, including relevant business and industry experience, professional background, age, current employment, community service, and other board service. Accordingly, the thirteen director nominees possess a wide variety of experience, qualifications, and skills, which equip the Board with the collective expertise to perform 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 her duties to the Corporation and its stockholders; and is willing and able to make the necessary commitment of time and attention required for effective Board service. Further information with respect to the nominees for election to the Board at the Annual Meeting, including a summary of certain key skills, experience, and demographic background information, is set forth on the following pages. | | | | | The Board unanimously recommends that you vote FOR the election of each nominee. |

  36. COMPENSATION PRACTICES HIGHLIGHTS

    | 2026 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 13 |

  37. COMPENSATION PRACTICES HIGHLIGHTS

    Director Qualifications, Skills and Experience

  38. COMPENSATION PRACTICES HIGHLIGHTS

    | SKILLS AND EXPERIENCE | | | | | | | | | | | | | | | Finance / Accounting knowledge of, or experience in, accounting, financial reporting, or auditing processes and standards | | | | | | | | | | | | | | | Financial Services senior leadership within, or oversight experience with respect to, the financial services industry, including asset management | | | | | | | | | | | | | | | Global / International experience related to international business strategy and operations | | | | | | | | | | | | | | | Leadership experience managing complex business operations and strategic planning | | | | | | | | | | | | | | | Public Company Board Experience experience serving on the board of directors of a publicly traded entity | | | | | | | | | | | | | | | Regulatory experience with regulated businesses, regulatory requirements, and relationships with regulatory bodies or agencies | | | | | | | | | | | | | | | Risk Management knowledge or expertise with respect to risk management processes across large, complex organizations | | | | | | | | | | | | | | | Talent Management and Development experience in senior executive development, succession planning, and compensation matters | | | | | | | | | | | | | | | Technology / Innovation / Cybersecurity / Digital experience with, or oversight of, innovative technology, information / data management systems, fintech, privacy, and/or cybersecurity | | | | | | | | | | | | | |

  39. COMPENSATION PRACTICES HIGHLIGHTS

    | 14 | NORTHERN TRUST CORPORATION |

  40. COMPENSATION PRACTICES HIGHLIGHTS

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

  41. COMPENSATION PRACTICES HIGHLIGHTS

    | SUSAN CROWN | | INDEPENDENT DIRECTOR | | | | | | | | | Director Since: 1997 Age: 67 | | Board Committees: Corporate Governance, Human Capital and Compensation | | | | | Current Public and/or Investment Company Directorships •Illinois Tool Works Inc., since 1994 |

  42. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications The Board concluded that Ms. Crown should serve as a director based on her leadership, risk oversight, governance, and corporate responsibility experience developed through service at various large organizations, both commercial and nonprofit, including as Chair of the Board of Trustees at Rush University Medical Center and the Rush University System for Health. | | Professional Experience •Owl Creek Partners, LLC (private equity firm) –Chairman and Chief Executive Officer, since 2010 •Susan Crown Exchange Inc. (social investment organization) –Chairman and Founder, since 2009 •Henry Crown and Company (company with diversified investments) –Vice President, 1984 to 2015 |

  43. COMPENSATION PRACTICES HIGHLIGHTS

    | CHANDRA DHANDAPANI | | INDEPENDENT DIRECTOR | | | | | | | | | Director Since: 2024 Age: 58 | | Board Committees: Risk, Technology and Operations | | | | | Other Recent Public and/or Investment Company Directorships •On Deck Capital, 2018 to 2020 |

  44. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications The Board concluded that Ms. Dhandapani should serve as a director based on her extensive technology, management and financial industry experience. | | Professional Experience •Magnit, LLC (global contingent workforce management company) –Chief Executive Officer, since November 2024 •CBRE Group, Inc. (global commercial real estate services and investment company) –Senior Advisor, April 2024 to September 2024 –Chief Executive Officer of Global Workplace Solutions, 2022 to April 2024 –Chief Transformation Officer and Chief Operating Officer of Global Workplace Solutions, 2021 to 2022 –Chief Administrative Officer, 2020 to 2021 –Chief Digital & Technology Officer, 2016 to 2020 |

  45. COMPENSATION PRACTICES HIGHLIGHTS

    | 2026 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 15 |

  46. COMPENSATION PRACTICES HIGHLIGHTS

    | DEAN M. HARRISON | | INDEPENDENT DIRECTOR | | | | | | | | | Director Since: 2015 Age: 71 | | Board Committees: Audit, Executive, Risk (Chair), Technology and Operations | | | | | Other Recent Public and/or Investment Company Directorships •None |

  47. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications 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, including his risk oversight experience. | | Professional Experience •Northwestern Memorial HealthCare (the primary teaching affiliate of Northwestern University Feinberg School of Medicine and parent corporation of Northwestern Memorial Hospital) –Executive Chairman, 2023 –President and Chief Executive Officer, 2006 to 2022 |

  48. COMPENSATION PRACTICES HIGHLIGHTS

    | JAY L. HENDERSON | | LEAD INDEPENDENT DIRECTOR | | | | | | | | | Director Since: 2016 Age: 70 | | Board Committees: Audit, Executive, Corporate Governance (Chair), Human Capital and Compensation, Risk, Technology and Operations | | | | | Other Recent Public and/or Investment Company Directorships •Illinois Tool Works Inc., since 2016 •The J. M. Smucker Company, since 2016 |

  49. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications The Board concluded that Mr. Henderson should serve as a director based on his extensive experience working with, and serving as a director of, various complex global organizations across multiple markets and industry sectors, as well as his leadership experience in various roles at PricewaterhouseCoopers LLP. | | Professional Experience •PricewaterhouseCoopers LLP (professional services firm) –Vice Chairman, Client Service for PricewaterhouseCoopers LLP, 2007 to 2016 –Managing Partner of the Greater Chicago Market, 2003 to 2013 |

  50. COMPENSATION PRACTICES HIGHLIGHTS

    | 16 | NORTHERN TRUST CORPORATION |

  51. COMPENSATION PRACTICES HIGHLIGHTS

    | MARCY S. KLEVORN | | INDEPENDENT DIRECTOR | | | | | | | | | Director Since: 2019 Age: 66 | | Board Committees: Executive, Risk, Technology and Operations (Chair) | | | | | Other Recent Public and/or Investment Company Directorships •Cerence, Inc., since 2023 •Humana, Inc., since 2021 |

  52. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications The Board concluded that Ms. Klevorn should serve as a director based on her extensive experience with respect to the innovation and application of new and emerging technologies. | | Professional Experience •Ford Motor Company (global automaker) –Chief Transformation Officer, 2019 –Executive Vice President and President, Mobility, 2017 to 2019 –Chief Information Officer and Group Vice President, Information Technology, 2015 to 2017 –Director, Office of the Chief Information Officer, 2013 to 2015 |

  53. COMPENSATION PRACTICES HIGHLIGHTS

    | SIDDHARTH N. “BOBBY” MEHTA | | INDEPENDENT DIRECTOR | | | | | | | | | Director Since: 2019 Age: 67 | | Board Committees: Risk, Technology and Operations | | | | | Other Recent Public and/or Investment Company Directorships •The Allstate Corporation, since 2014 •Jones Lang LaSalle Incorporated, since 2019 •TransUnion, 2007 to 2022 |

  54. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications The Board concluded that Mr. Mehta should serve as a director based on his management and board experience at large, complex organizations and his experience in the financial services industry. | | Professional Experience •TransUnion (global risk and information solutions provider) –President and Chief Executive Officer, 2007 to 2012 •HSBC Finance Corporation (owner and servicer of a portfolio of residential real estate loans) and HSBC North America Holdings, Inc. (holding company for HSBC Holdings plc’s operations in the United States) –Chief Executive Officer, 2005 to 2007 |

  55. COMPENSATION PRACTICES HIGHLIGHTS

    | 2026 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 17 |

  56. COMPENSATION PRACTICES HIGHLIGHTS

    | ROBERT E. MORITZ | | INDEPENDENT DIRECTOR | | | | | | | | | Director Since: 2025 Age: 62 | | Board Committees: Audit, Human Capital and Compensation | | | | | Other Recent Public and/or Investment Company Directorships •Walmart Inc., since August 2024 •S&P Global, since February 2026 |

  57. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications The Board concluded that Mr. Moritz should serve as a director based on his global leadership experience and extensive experience with the financial services industry through various roles at PricewaterhouseCoopers LLP. | | Professional Experience •PricewaterhouseCoopers LLP (professional services firm) –Global Chairman, PwC International, 2016 to June 2024 –U.S. Chair and Senior Partner, 2009 to 2016 –U.S. Assurance Leader, 2006 to 2009 –Managing Partner, New York Office and Metro Region, 2004 to 2006 –Financial Services Audit and Business Advisory Leader, 2001 to 2004 |

  58. COMPENSATION PRACTICES HIGHLIGHTS

    | MICHAEL G. O’GRADY | | CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | | | | | | | | Director Since: 2017 Age: 60 | | Board Committees: Executive (Chair) | | | | | Other Recent Public and/or Investment Company Directorships •Abbott Laboratories, since 2023 |

  59. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications The Board concluded that Mr. O’Grady should serve as a director based on his experience and ongoing responsibilities with respect to Northern Trust’s businesses. | | Professional Experience •Northern Trust Corporation and The Northern Trust Company –Chairman of the Board, since 2019 –Chief Executive Officer, since 2018 –President, since 2017 –President, Corporate & Institutional Services, 2014 to 2016 –Chief Financial Officer, 2011 to 2014 •Bank of America Merrill Lynch –Managing Director, Investment Banking Group, 2000 to 2011 |

  60. COMPENSATION PRACTICES HIGHLIGHTS

    | 18 | NORTHERN TRUST CORPORATION |

  61. COMPENSATION PRACTICES HIGHLIGHTS

    | RICHARD M. PETRINO | | INDEPENDENT DIRECTOR | | | | | | | | | Director Since: 2025 Age: 58 | | Board Committees: Audit, Technology and Operations | | | | | Other Recent Public and/or Investment Company Directorships •Global Business Travel Group, 2019 to 2024 |

  62. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications The Board concluded that Mr. Petrino should serve as a director based on his significant strategic, operating, and risk management experience within the financial services industry as a former executive at American Express Company. | | Professional Experience •American Express Company (financial services firm) –Chief Operating Officer, American Express National Bank, 2020 to June 2024 –EVP, Corporate Controller and Chief Accounting Officer, 2018 to 2020 –SVP, Chief Operational Risk Officer and Global Head of Oversight, 2016 to 2018 –SVP, Head of Global Capital Markets (Treasury), 2014 to 2016 –SVP, Head of Corporate Planning and Investor Relations, 2007 to 2014 |

  63. COMPENSATION PRACTICES HIGHLIGHTS

    | MARTIN P. SLARK | | INDEPENDENT DIRECTOR | | | | | | | | | Director Since: 2011 Age: 71 | | Board Committees: Human Capital and Compensation, Technology and Operations | | | | | Other Recent Public and/or Investment Company Directorships •Hub Group, Inc., since 1996 |

  64. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications 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 LLC and as a director of other large, complex corporations, including Liberty Mutual Insurance Company. | | Professional Experience •Molex LLC (manufacturer of electronic, electrical and fiber optic interconnection products and systems) –Chief Executive Officer, 2005 to 2018 |

  65. COMPENSATION PRACTICES HIGHLIGHTS

    | 2026 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 19 |

  66. COMPENSATION PRACTICES HIGHLIGHTS

    | DAVID H.B. SMITH JR. | | INDEPENDENT DIRECTOR | | | | | | | | | Director Since: 2010 Age: 59 | | Board Committees: Audit (Chair), Executive, Risk | | | | | Other Recent Public and/or Investment Company Directorships •Illinois Tool Works Inc., since 2009 |

  67. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications The Board concluded that Mr. Smith should serve as a director based on his regulatory and leadership experience in the financial 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. | | Professional Experience •Mutual Fund Directors Forum (nonprofit membership organization for investment company directors) –Executive Vice President, Policy & Legal Affairs and General Counsel, since 2005 •U.S. Securities and Exchange Commission –Associate Director, Division of Investment Management, 2001 to 2005 |

  68. COMPENSATION PRACTICES HIGHLIGHTS

    | DONALD THOMPSON | | INDEPENDENT DIRECTOR | | | | | | | | | Director Since: 2015 Age: 62 | | Board Committees: Corporate Governance, Executive, Human Capital and Compensation (Chair) | | | | | Other Recent Public and/or Investment Company Directorships •Royal Caribbean Cruises Ltd., since 2015 •Beyond Meat, Inc., 2015 to 2021 |

  69. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications The Board concluded that Mr. Thompson should serve as a director based on his management and board experience at other complex global corporations. | | Professional Experience •Amistad Financial Group, LLC (financial holding company) –Chairman, since 4th quarter of 2025 •Cleveland Avenue, LLC (food and beverage accelerator and investment company) –Founder and Chief Executive Officer, since 2015 •McDonald’s Corporation (global foodservice retailer) –President and Chief Executive Officer, 2012 to 2015 |

  70. COMPENSATION PRACTICES HIGHLIGHTS

    | 20 | NORTHERN TRUST CORPORATION |

  71. COMPENSATION PRACTICES HIGHLIGHTS

    | CHARLES A. TRIBBETT III | | INDEPENDENT DIRECTOR | | | | | | | | | Director Since: 2005 Age: 70 | | Board Committees: Corporate Governance, Human Capital and Compensation | | | | | Other Recent Public and/or Investment Company Directorships •None |

  72. COMPENSATION PRACTICES HIGHLIGHTS

    | Qualifications 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 at Russell Reynolds Associates. | | Professional Experience •Russell Reynolds Associates (global executive recruiting firm) –Vice Chairman of Board and CEO Advisory Group, since 2020 –Managing Director, since 1989 |

  73. COMPENSATION PRACTICES HIGHLIGHTS

    | 2026 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 21 |

  74. COMPENSATION PRACTICES HIGHLIGHTS

    Director Nomination and Refreshment Process

  75. ELEMENTS OF DIRECTOR COMPENSATION

    ELEMENTS OF DIRECTOR COMPENSATION The following table describes the components of non-employee director compensation in 2025. All components other than the annual restricted stock unit grant are paid in cash.

  76. ELEMENTS OF DIRECTOR COMPENSATION

    | COMPENSATION COMPONENT | 2025 AMOUNT | | Annual Restricted Stock Unit Grant | $170,000 | | Annual Cash Retainer | 110,000 | | Annual Lead Director Retainer | 50,000 | | Annual Committee Chair Retainer (Audit, Risk, and Technology and Operations) | 40,000 | | Annual Committee Chair Retainer (Corporate Governance and Human Capital and Compensation) | 30,000 | | Annual Committee Retainer (Audit, Risk, and Technology and Operations) | 15,000 | | Annual Committee Retainer (Corporate Governance and Human Capital and Compensation) | 10,000 |

  77. ELEMENTS OF DIRECTOR COMPENSATION

    Annual restricted stock units were granted to non-employee directors in April 2025 and are scheduled to vest on April 21, 2026, the date of the 2026 Annual Meeting of Stockholders. Directors’ stock units do not have voting rights and dividend equivalents thereon are subject to the same vesting, forfeiture and distribution provisions as the underlying stock units. Each stock unit entitles a director to one share of common stock at vesting, unless a director elects to defer receipt of the shares. Effective April 22, 2025, our annual restricted stock unit grant, lead director retainer, committee chair retainer, and committee retainer were all increased based on a market study of director compensation conducted by our independent compensation consultant.

  78. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE The following table sets forth all compensation earned by each non-employee director of the Corporation in 2025.

  79. 2025 DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS(2) | | TOTAL ($) | | LINDA WALKER BYNOE | $44,615 | | — | $44,615(4) | | SUSAN CROWN | 123,846 | | 169,963 | 293,809 | | CHANDRA DHANDAPANI | 132,207 | | 169,963 | 302,170 | | DEAN M. HARRISON | 195,385(3) | | 169,963 | 365,348 | | JAY L. HENDERSON | 253,462(3) | | 169,963 | 423,425 | | MARCY S. KLEVORN | 165,000 | | 169,963 | 334,963 | | SIDDHARTH N. “BOBBY” MEHTA | 185,000(3) | | 169,963 | 354,963 | | ROBERT E. MORITZ | 110,718 | | 169,963 | 280,681 | | RICHARD PETRINO | 125,791 | | 169,963 | 295,754 | | MARTIN P. SLARK | 127,308 | | 169,963 | 297,271 | | DAVID H. B. SMITH, JR. | 161,923 | | 169,963 | 331,886 | | DONALD THOMPSON | 148,462 | | 169,963 | 318,425 | | CHARLES A. TRIBBETT III | 123,846 | | 169,963 | 293,809 |

  80. 2025 DIRECTOR COMPENSATION TABLE

    (1)Ms. Dhandapani, Mr. Harrison, and Mr. Thompson elected to receive stock units in lieu of cash for all of their annual cash retainers earned in fiscal 2025 under the deferred compensation plan available to our non-employee directors. (2)This column shows the grant date fair value of the stock awards for all non-employee directors in 2025, computed in accordance with FASB ASC Topic 718. The valuation of the stock unit awards was determined based on the closing price of the stock on April 22, 2025, the date of the grant. As of December 31, 2025, each non-employee director serving on such date held 1,902 unvested stock units, which represents the stock unit award made by the Corporation in April 2025 described above. (3)Includes fees paid in cash for service on certain board committees of subsidiaries of the Corporation. (4)Amounts reported for Ms. Bynoe reflect compensation earned through April 22, 2025, the effective date of her retirement from the Board.

  81. 2025 DIRECTOR COMPENSATION TABLE

    | 40 | NORTHERN TRUST CORPORATION |

  82. 2025 DIRECTOR COMPENSATION TABLE

    | 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” advisory vote). In a nonbinding, advisory vote on the frequency of Say-on-Pay votes held at our 2023 Annual Meeting of Stockholders, stockholders voted in favor of conducting Say-on-Pay votes annually. In light of this result, and other factors considered by the Board, the Corporation will continue to hold Say-on-Pay votes on an annual 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 11, 2026, pursuant to Item 402 of Regulation S-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 Human Capital and Compensation 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. The Corporation’s executive compensation program and the framework used in evaluating and making 2025 compensation decisions for our named executive officers are described in the Compensation Discussion and Analysis that begins on page 42 of this Proxy Statement. | | | | | The Board unanimously recommends that you vote FOR this proposal. |

  83. 2025 DIRECTOR COMPENSATION TABLE

    | 2026 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 41 |

  84. 2025 DIRECTOR COMPENSATION TABLE

    Our Named Executive Officers This Compensation Discussion and Analysis describes how we compensate our 2025 named executive officers, which include:

  85. 2025 DIRECTOR COMPENSATION TABLE

    | MICHAEL G. O’GRADY | Chairman and Chief Executive Officer | | DAVID W. FOX, JR. | Chief Financial Officer | | PETER B. CHERECWICH | Chief Operating Officer | | JASON J. TYLER | President, Wealth Management | | THOMAS A. SOUTH | Chief Information Officer |

  86. 2025 DIRECTOR COMPENSATION TABLE

    Overview The Compensation Discussion and Analysis describes the philosophy, design and outcomes for Northern Trust’s executive compensation program for 2025. This Compensation Discussion and Analysis begins with an overview of the framework used to evaluate executive performance and set total compensation, followed by a discussion of how target incentives are established, how compensation decisions are governed and how 2025 compensation outcomes reflect the Corporation, business and individual performance. The Human Capital and Compensation Committee (the “Committee”) believes this structure provides a clear and transparent explanation of the link between strategy, performance, and pay. In 2025, we made continued progress against the One Northern Trust strategy across its three pillars: Optimize Growth; Strengthen Resiliency and Manage Risk; and Drive Financial Performance (e.g., productivity). The Committee’s compensation decisions for 2025 reflect this progress, as well as the evolving scope and responsibilities of the executive leadership team as we continue to advance these priorities.

  87. 2025 DIRECTOR COMPENSATION TABLE

    | 42 | NORTHERN TRUST CORPORATION |

  88. 2025 DIRECTOR COMPENSATION TABLE

    Compensation Discussion and Analysis Table of Contents

  89. 2025 DIRECTOR COMPENSATION TABLE

    | 1 | NAMED EXECUTIVE OFFICER COMPENSATION STRUCTURE AND SCORECARD FRAMEWORK | 44 | | | Executive Summary | 44 | | | Corporate and Named Executive Officer Scorecard Overview | 47 | | | Compensation Risk Management | 48 | | 2 | CREATING TARGET INCENTIVES | 49 | | | Our Compensation-Setting Process | 49 | | | Total Incentive Approach | 50 | | | 2025 Corporate Scorecard | 51 | | | Performance Assessments | 53 | | 3 | COMPENSATION GUIDING PRINCIPLES AND PROCESS | 54 | | | Guiding Principles for Executive Compensation | 54 | | | Our Compensation Governance Best Practices | 54 | | | Roles and Responsibilities | 55 | | | Use of Compensation Peer Group and Market Data | 56 | | | Stockholder Outreach and Say-on-Pay Results | 57 |

  90. 2025 DIRECTOR COMPENSATION TABLE

    | 4 | 2025 NAMED EXECUTIVE OFFICER COMPENSATION ELEMENTS | 58 | | | Base Salary | 59 | | | Incentive Compensation | 59 | | | Additional Benefits and Perquisites | 61 | | 5 | 2025 NAMED EXECUTIVE OFFICER PAY COMPENSATION DECISIONS | 62 | | | 2025 Compensation Outcomes | 62 | | 6 | OTHER COMPENSATION POLICIES AND PRACTICES | 69 | | | Stock Ownership Guidelines | 69 | | | Forfeiture and Recoupment | 69 | | | Hedging and Pledging Policy | 70 | | | Tax Treatment | 70 |

  91. 2025 DIRECTOR COMPENSATION TABLE

    | 2026 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 43 |

  92. 2025 DIRECTOR COMPENSATION TABLE

    1. Named Executive Officer Compensation Structure and Scorecard Framework

  93. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY As discussed in last year’s Compensation Discussion and Analysis, in 2024 the Committee worked with management and its independent consultant to conduct a thorough review of our executive compensation programs and implement an executive incentive compensation program designed to: •Align with our One Northern Trust strategy; •Drive accountability for corporate and individual results; •Balance sustainable growth, risk management, and financial performance; •Support stockholder value creation; •Enhance alignment with market practices; and •Provide enhanced transparency and clarity on how the Committee determines incentive compensation awards. As part of the continued evolution of the Corporation’s incentive framework, the Committee introduced a scorecard for the CEO in 2024 to support a more holistic evaluation of performance across financial performance and strategic achievement, which includes optimizing growth, strengthening resiliency and managing risk, and driving financial performance (e.g., productivity). In 2025, the Committee expanded the use of scorecards to the Corporation’s other executive officers, including the other named executive officers, to align executive performance evaluations more closely across the leadership team while allowing for appropriate differentiation based on individual roles and responsibilities.

  94. SCORECARD APPROACH

    | WHY | Establish a balance between sustainable growth, risk management, and financial performance, designed to ensure that senior management operates in alignment with company objectives and stakeholder expectations with an ability to evidence outcomes. | | WHAT | A transparent and measurable balanced scorecard and target incentive that incentivizes sustainable results, while incorporating risk management and promoting sustainable long‑term stockholder value creation. | | HOW | Scorecards combine financial performance and strategic achievement at both the Corporate and Business Unit (“BU”)/Corporate Group (“CG”) levels, including assessments of individual culture behaviors. •Financial performance span a range of performance metrics, both absolute and relative to peers. •Strategic Achievement is evaluated against Goals and Key Performance Indicators aligned with strategic priorities, inclusive of optimizing growth, strengthening resiliency and managing risk, and driving financial performance (e.g., productivity). •Individual culture behaviors are assessed holistically leveraging the Corporation’s five culture behaviors: Relentlessly Client-Centric, Constantly Managing Risk, Respectfully Candid, Intentionally Inclusive, and Always Accountable. |

  95. SCORECARD APPROACH

    •75% of the CEO’s total incentive, and 70% of the total incentive for other named executive officers, is delivered through long-term equity awards. •65% of long-term equity awards are delivered in the form of performance stock units, which are subject to an additional three-year performance period following the 2025 performance year. Accordingly, performance stock units account for 49% of the CEO’s total incentive compensation and 45% of total incentive compensation for the other named executive officers eligible to receive such awards. •For executives designated as Material Risk Takers (“MRTs”) under UK remuneration regulations, long-term incentives are delivered exclusively in restricted stock units awards, which vest ratably over four years. Among the named executive officers, Mr. South was designated an MRT.

  96. CORPORATE AND NAMED EXECUTIVE OFFICER SCORECARD OVERVIEW

    CORPORATE AND NAMED EXECUTIVE OFFICER SCORECARD OVERVIEW The Committee applies scorecards at the Corporate, CEO, and named executive officers levels to evaluate performance holistically and reinforce accountability for financial performance and strategic achievement. The Corporate Scorecard reflects enterprise‑wide performance representing 80% of the CEO’s scorecard and 40% of each named executive officers’ scorecard. For named executive officers other than the CEO, a Business Unit or Corporate Group (“BU/CG”) scorecard evaluates financial performance and strategic achievement at the applicable BU/CG level and represents 40% of their scorecard. Individual assessments account for 20% of both the CEO and named executive officers’ scorecards.

  97. CORPORATE AND NAMED EXECUTIVE OFFICER SCORECARD OVERVIEW

    | CORPORATE SCORECARD(1) | | | | | | | | Metrics(2) | | Weight | | | | | | | | | | | Financial Performance | •Revenue Growth •Expense Growth •Profit Margin (pre-tax) •Return on Equity •Earnings per Share Growth | •Organic Fees vs Plan •Organic Expenses vs Plan •Pre-Tax Income vs Plan •Total Shareholder Return (“TSR”) Rank | 50% | | | | | | | | | Corporate Scorecard Outcome | | | | | 50% | | | | Strategic Achievement | •Optimize Growth •Strengthen Resiliency & Manage Risk •Drive Financial Performance (e.g., productivity) | | | | | | (1)Adjustments may be applied for significant risk events or other considerations to the Corporate scorecard outcome (2)The Corporate Scorecard contains certain financial performance metrics which adjust selected GAAP-basis financial results to exclude the impact of certain notable items, which are non-GAAP financial measures. The Corporate Scorecard as presented in this proxy statement should be read in conjunction with the reconciliation of non-GAAP measures to the corresponding GAAP measures in Appendix A. | | | | | |

  98. OUR COMPENSATION-SETTING PROCESS

    | NAMED EXECUTIVE OFFICER | BASE SALARY | 2025 TARGET INCENTIVE AWARD(1) | 2025 TARGET TOTAL COMPENSATION | | MICHAEL G. O’GRADY | $1,000,000 | $10,500,000 | $11,500,000 | | DAVID W. FOX, JR. | 675,000 | 3,475,000 | 4,150,000 | | PETER B. CHERECWICH | 675,000 | 4,400,000 | 5,075,000 | | JASON J. TYLER | 675,000 | 4,325,000 | 5,000,000 | | THOMAS A. SOUTH | 675,000 | 3,375,000 | 4,050,000 |

  99. OUR COMPENSATION-SETTING PROCESS

    (1)Actual incentive awards may vary slightly from the weighted performance achievement score largely due to rounding. Following the conclusion of the performance year, the Committee evaluates performance using balanced scorecards at the Corporate, CEO, and named executive officer levels. These evaluations incorporate both quantitative financial results and qualitative assessments of strategic achievement, with a focus on both the results achieved and how those results were achieved. In determining final compensation outcomes, the Committee exercises judgment and discretion, as appropriate, to reflect the totality of performance, including risk, control, and conduct considerations. The Committee may adjust compensation outcomes upward or downward from scorecard results to achieve fair, balanced, and risk‑adjusted outcomes aligned with long‑term stockholder interests.

  100. TOTAL INCENTIVE APPROACH

    TOTAL INCENTIVE APPROACH The Committee evaluates incentive compensation on a total basis rather than by individual components. Because total incentive compensation is at risk each year, the Committee views each component as performance‑based. After determining each named executive officer’s total incentive, the Committee establishes the appropriate mix of annual cash incentives, performance stock units, and restricted stock units, taking regulatory requirements into account. For executives designated as MRTs under UK remuneration regulations, long-term incentives are delivered exclusively in restricted stock unit awards.

  101. TOTAL INCENTIVE APPROACH

    | | | Annual Cash Incentive | •Provides cash award to reward prior-year performance. •Represents no more than 25% of incentive compensation for the CEO and 30% of incentive compensation for other named executive officers. | | | | Performance Stock Units | •Provides deferred incentive compensation subject to future long-term performance outcomes; aligned with stockholders’ interests by motivating executive officers to act as owners. •Number of shares that will vest will be determined based on our three-year average absolute and relative ROE performance. •Comprises 65% of equity-based compensation (0% of equity compensation for MRTs). •Cliff vesting after 3 years. | | | | Restricted Stock Units | •Provides deferred incentive compensation subject to time-based vesting requirements; aligned with stockholders’ interests by motivating executive officers to act as owners and provides enhanced retention. •Comprises 35% of equity-based compensation (100% of equity compensation for MRTs). •Vests ratably over four years. |

  102. 2025 CORPORATE SCORECARD

    2025 CORPORATE SCORECARD The Corporate Scorecard supports a holistic evaluation of performance across financial performance and strategic achievement. The financial performance metrics below were designed to be difficult to achieve, but achievable with solid management performance. The Corporation believes in transparency and strives to disclose as much information to stockholders as possible, except in situations where we believe that providing full, or even limited, disclosure would be detrimental to the interests of the Corporation and our stockholders. We believe certain disclosures could provide our competitors with insight regarding confidential business strategies without meaningfully adding to our stockholders’ understanding of the metric.

  103. 2025 CORPORATE SCORECARD

    | FINANCIAL PERFORMANCE METRICS (ADJUSTED, NON-GAAP) (1) | 2024 | 2025 | CHANGE | PERFORMANCE ASSESSMENT(3) | OVERALL RESULT | WEIGHT | | Revenue Growth | $7.6B | $8.1B | 7% | Strong Performance | 106% | 50% | | Expense Growth | $5.5B | $5.7B | 5% | Solid Performance | | | | Profit Margin (pre-tax) | 28.1% | 29.9% | +1.8pp | Solid Performance | | | | Return on Equity | 13.7% | 14.8% | +1.1pp | Strong Performance | | | | Diluted Earnings Per Share Growth | $7.70 | $9.00 | 17% | Exceptional Performance | X | | | Organic Fees vs Plan | — | — | — | Solid Performance | | | | Organic Expenses vs Plan | — | — | — | Solid Performance | | | | Pre-Tax Income vs Plan | — | — | — | Exceptional Performance | | | | TSR Rank(2) | 7th | 3rd | +4 | Strong Performance | | |

  104. 2025 CORPORATE SCORECARD

    (1)Non-GAAP financial performance metrics under the Corporate Scorecard adjust selected GAAP-basis financial results to exclude the impact of certain notable items, which are non-GAAP financial measures. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. For a reconciliation of non-GAAP measures presented in this proxy statement to the corresponding GAAP measures, see Appendix A. (2)TSR rank is provided by an external data service and reflects total shareholder return for 2025, including reinvestment of dividends, relative to our compensation peer group. For more information on our compensation peer group, see section “Use of Compensation Peer Group and Market Data” on page 56. In assessing performance based on our TSR rank, a position of six relative to our peer group is considered Solid Performance. (3)Performance was assessed using a five‑bucket qualitative scale (Below Expectations, Moderate, Solid, Strong, Exceptional), generally corresponding to an 80%–120% range. Results reflect the Committee’s qualitative assessment of actual performance relative to expectations, metric difficulty and importance, and overall performance quality. Metrics were not equally weighted and no single metric was determinative. Based on this comprehensive review and informed discretion, the Committee approved an overall performance result of 106%.

  105. 2025 CORPORATE SCORECARD

    Based on the Financial Performance and Strategic Achievement outcomes and the scorecard weighting, the Committee determined the 2025 Corporate Scorecard achieved 100% of Target.

  106. PERFORMANCE ASSESSMENTS

    PERFORMANCE ASSESSMENTS As discussed earlier in this Compensation Discussion and Analysis, the CEO scorecard consists of the Corporate Scorecard (80%) and an Individual Assessment (20%). To determine the individual assessment for Mr. O’Grady, the Lead Director collected feedback from each member of the Board regarding the CEO’s performance in the following areas: •Setting strategic direction and driving results; •Ensuring strong governance and oversight in collaboration with the Board; •Leading talent management and succession planning workforce resiliency; •Promoting culture behaviors and employee engagement at all levels; •Engaging with external stakeholders; •Maintaining commitment to civic leadership and philanthropy. The Committee met in executive session to discuss and finalize performance results. With respect to the other named executive officers, each named executive officer’s performance is evaluated based on a weighted combination of the Corporate Scorecard (40%), the BU/CG Scorecard (40%), which assesses financial performance and strategic achievement at the relevant BU/CG level, and an Individual Assessment (20%). Individual assessments reflect each executive’s performance in the following areas: •Demonstrating and reinforcing culture behaviors; •Acting with integrity and sound judgment; •Delivering results aligned to strategy, setting clear objectives and making data-driven decisions; •Developing talent and organizational capabilities; •Leading change through transparent communication, reinforcing desired behaviors and connecting work to enterprise objectives; •Sustaining a strong risk and control environment. The Committee considers all inputs holistically in determining performance outcomes for each named executive officer. The table below summarizes these performance assessments with additional details provided under “2025 Named Executive Officer Pay Compensation Decisions” beginning on page 62 of this Proxy Statement.

  107. GUIDING PRINCIPLES FOR EXECUTIVE COMPENSATION

    | GUIDING PRINCIPLE | IMPACT ON COMPENSATION DESIGN | | LINKED TO LONG-TERM PERFORMANCE | •Performance stock units, which constitute 65% of long-term incentive compensation,(1) are based on achievement of three-year average ROE targets on an absolute basis and our three-year average ROE relative to that of our performance peer group. | | ALIGNED WITH STOCKHOLDER INTERESTS | •Majority of incentive compensation is delivered in long-term incentives. •Executives are subject to robust stock ownership guidelines. | | POSITIONED COMPETITIVELY IN THE MARKETPLACE | •Compensation levels are developed with reference to similar roles at a peer group of comparable companies. | | DISCOURAGES INAPPROPRIATE RISK TAKING | •Short-term and long-term incentives are subject to potential clawback or forfeiture in the event of a financial restatement or certain misconduct, including inappropriate risk-taking resulting in significant negative risk outcomes. •The Committee may exercise negative discretion to reduce incentive compensation. •Compensation is designed to balance short-term and long-term performance objectives. |

  108. OUR COMPENSATION GOVERNANCE BEST PRACTICES

    (1)For executives designated as MRTs under UK remuneration regulations, long-term incentives are delivered entirely in restricted stock units, which vest ratably over four years. Among the named executive officers, Mr. South was designated a MRT.

  109. USE OF COMPENSATION PEER GROUP AND MARKET DATA

    USE OF COMPENSATION PEER GROUP AND MARKET DATA To help to inform its decision-making, the Committee reviews peer group data regarding competitive pay levels and overall compensation program design in the marketplace. The peer group utilized by the Committee for setting compensation has historically consisted of the Corporation’s most comparable trust and custody peers, as well as certain other banking, wealth management and asset management firms that are similar to the Corporation in certain respects, though not necessarily representing primary business competitors. The peer group utilized by the Committee in considering overall compensation plan design consists of a broader set of financial services firms with which the Corporation competes for business and talent. The Committee believes that the peer group best reflects our business mix, complexity and geographical footprint, as well as the various regulatory frameworks to which we are subject. The peer group reflected below was used to assess competitive compensation when developing base salary decisions and determining the size of the incentive compensation targets established for the 2025 performance year. This is the same peer group that was used for the 2024 performance year.

  110. USE OF COMPENSATION PEER GROUP AND MARKET DATA

    | COMPENSATION PEER GROUP | | | •BlackRock, Inc. •Fifth Third Bancorp •Franklin Resources, Inc. •KeyCorp •M&T Bank Corporation •State Street Corporation | •Truist Financial Corporation •T. Rowe Price Group, Inc. •The Bank of New York Mellon Corporation •The Charles Schwab Corporation •The PNC Financial Services Group, Inc. •U.S. Bancorp |

  111. USE OF COMPENSATION PEER GROUP AND MARKET DATA

    When making compensation decisions, the Committee considers how the recommended compensation levels will compare to the market for comparable positions among the peer group companies. The Committee also considers market data for comparable positions among other large financial services firms (i.e., the S&P 500 Financials Subset) as reported in industry surveys and public filings. However, the Committee recognizes that the compensation levels may vary 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.

  112. USE OF COMPENSATION PEER GROUP AND MARKET DATA

    | 56 | NORTHERN TRUST CORPORATION |

  113. STOCKHOLDER OUTREACH AND SAY-ON-PAY RESULTS

    (1)For executives designated as Material Risk Takers under UK remuneration regulations, long-term incentives are delivered entirely in restricted stock units, which vest ratably over four years. Among the named executive officers, Mr. South was designated a Material Risk Taker.

  114. INCENTIVE COMPENSATION

    INCENTIVE COMPENSATION The Committee takes a comprehensive incentive approach for individual compensation decisions, providing maximum financial flexibility to adjust all elements of variable compensation. Given that total incentive is ‘at risk’ each year, the Committee views all incentive compensation vehicles as performance-based. After determining each named executive officer’s total incentive compensation, the Committee evaluates the appropriate mix of incentive compensation vehicles, including annual cash incentives, performance stock units, and restricted stock units. For the 2025 performance year, the mix of incentive compensation components for our named executive officers is significantly weighted toward long-term compensation.

  115. PERFORMANCE STOCK UNITS

    PERFORMANCE STOCK UNITS Performance stock units granted in February 2024, 2025 and 2026 will pay out according to a formula that uses a comparison of our absolute three-year average ROE to target results, as well as our three-year average ROE performance relative to that of our performance peer group.

  116. PERFORMANCE STOCK UNITS

    | PSUs GRANTED IN 2024-2026 | | WHY METRIC WAS CHOSEN | | | 50% Three-Year Average Adjusted Rate of ROE | The Committee believes that ROE is the appropriate performance metric upon which to base performance stock unit payouts as it is the primary financial performance metric used internally and externally to assess our long-term performance. | | | 50% Three-Year Average Reported ROE vs. Performance Peer Group | The Committee believes that a relative performance component of the formula upon which performance stock units will pay out provides balance to the structure of the awards by taking into account the context in which our ROE is achieved. This balance helps ensure that executives will neither be rewarded for poor performance simply because it exceeds the performance of our performance peer group, nor will they be rewarded for performance that exceeds expectations if such performance is substandard relative to peers. | | Measurement Period | | | | Vesting | | |

  117. PERFORMANCE STOCK UNITS

    | 2026 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 59 |

  118. PERFORMANCE STOCK UNITS

    The following table illustrates the vesting requirements for the performance stock unit grants awarded to named executive officers in 2026. The Committee increased the absolute three-year average annual ROE target to 13%, from a prior-year range of 11%–12%, based on the Corporation’s historical performance, internal forecasts, and external analyst expectations given the current and projected economic environment. Performance stock unit payouts may be zero, making these awards entirely performance-based and fully at risk.

  119. PERFORMANCE STOCK UNITS

    | PERFORMANCE STOCK UNIT PERFORMANCE SCHEDULE FEBRUARY 2026 GRANTS | | | | | THREE-YEAR AVERAGE ADJUSTED ANNUAL RATE OF ROE (50% WEIGHTING) | PERCENTAGE OF STOCK UNITS VESTED | THREE-YEAR AVERAGE REPORTED ANNUAL RATE OF ROE VS. PERFORMANCE PEER GROUP (50% WEIGHTING) | PERCENTAGE OF STOCK UNITS VESTED | | ≤ 8% | 0% | < 25th Percentile | 0% | | 10% | 50% | 25th Percentile | 50% | | 13% | 100% | 50th Percentile | 100% | | ≥ 15% | 150% | Highest Percentile | 150% |

  120. HOW WE CHOSE THE PERFORMANCE PEER GROUP

    HOW WE CHOSE THE PERFORMANCE PEER GROUP The performance peer group established by the Committee and against which our ROE performance will be measured for purposes of a portion of performance stock unit vesting consists of the following institutions:

  121. HOW WE CHOSE THE PERFORMANCE PEER GROUP

    | PERFORMANCE PEER GROUP | | | •Bank of America Corporation •Citigroup, Inc. •JPMorgan Chase & Co. •Morgan Stanley •State Street Corporation •The Bank of New York Mellon Corporation | •The Charles Schwab Corporation •The Goldman Sachs Group, Inc. •The PNC Financial Services Group, Inc. •Truist Financial Corporation •U.S. Bancorp •Wells Fargo & Company |

  122. HOW WE CHOSE THE PERFORMANCE PEER GROUP

    This group was selected by the Committee for performance comparison purposes because they represent those financial services companies based in the United States with the most comparable scale, global activity, and regulatory regimes as the Corporation.

  123. RESTRICTED STOCK UNITS

    RESTRICTED STOCK UNITS Restricted stock units are viewed as an effective tool to align executives with stockholder interests by making them owners of our stock. Restricted stock units generally vest ratably over four years, which is effective in helping us to retain critical talent and ensuring that executives have significant outstanding unvested equity value over the course of their careers. Further discussion with respect to the restricted stock units granted to our named executive officers is set forth in the “Description of Certain Awards Granted in 2025” section beginning on page 74 of this Proxy Statement.

  124. RESTRICTED STOCK UNITS

    | 60 | NORTHERN TRUST CORPORATION |

  125. RESTRICTED STOCK UNITS

    Additional Benefits and Perquisites

  126. RESTRICTED STOCK UNITS

    | RETIREMENT, HEALTH AND WELFARE BENEFITS | PERQUISITES | | Retirement benefits are designed for the Corporation’s workforce generally and are not specifically structured for executive officers. Our retirement program is market‑competitive, with total retirement benefits targeted at approximately the median level of peer group companies. Executive officers also participate in the Corporation’s health and welfare benefit programs, including medical, retiree medical, dental, disability, and life insurance, on the same terms as other employees. | We provide a limited number of perquisites to assist executive officers in the performance of their duties on behalf of the Corporation. These perquisites include wealth planning and tax consulting services and limited personal use of company automobiles. We also reimburse executive officers for personal income taxes associated with the use of company vehicles in certain circumstances and for taxable relocation expenses. The Committee periodically reviews the types and costs of perquisites to confirm they remain aligned with our compensation philosophy. | | SEVERANCE BENEFITS AND CHANGE IN CONTROL PLAN | | | We maintain a severance plan that provides reasonable benefits to U.S. employees who are involuntarily terminated without cause due to a reduction in force, job elimination, or other qualifying reasons specified in the plan. We believe the availability of severance benefits enhances our ability to compete with peer companies in attracting and retaining talent. Executive officers in the U.S. participate in this plan on the same terms as all other similarly situated employees and may be eligible to receive severance benefits that include: •A lump-sum payment of two weeks of base salary for each year of completed service up to but less than 26 years, or 52 weeks of base salary for 26 years or more of completed service to us; •A six-month COBRA subsidy at the active partner rate for continued medical and dental coverage; •Full vesting in the Northern Trust Company Thrift-Incentive Plan (“TIP”), Supplemental Thrift-Incentive Plan (“Supplemental TIP”), the Pension Plan, and the Supplemental Pension Plan, enhanced early retirement eligibility under the Pension Plan for employees, and outplacement assistance; and •For employees whose notice period begins between July 1 of the performance year and January 31 of the following calendar year, a special payment based on the employee’s prior year annual incentive award under the Northern Partners Incentive Plan (“NPIP”), prorated for days employed during the notification year; this amount is subject to adjustment based on the Corporation’s sole discretion. Receipt of severance benefits is contingent upon execution of a release, waiver, and settlement agreement. To the extent these benefits are subject to Internal Revenue Code Section 409A, benefits are limited to the lesser of two times the executive officer’s base salary or two times the maximum amount that may be taken into account under a qualified plan pursuant to Internal Revenue Code Section 401(a)(17). These limits effectively capped severance benefits at $690,000 in 2024 and $700,000 in 2025. Severance payments are also reduced by any amounts payable under other benefit plans, programs, or individual contracts. In addition to the severance plan described above, each named executive officer participates in the Northern Trust Corporation Executive Change in Control Severance Plan (the “Change in Control Plan”), which provides benefits upon a qualifying termination of employment within two years following a change in control. The Change in Control Plan is intended to allow executives to remain focused on their responsibilities during and following a transaction without undue concern for personal circumstances. We believe this plan is an important element of a competitive executive compensation program, particularly given that all named executive officers are employed at will. Further discussion regarding the Change in Control Plan, including potential benefits payable to each named executive officer assuming a change in control and termination of employment on December 31, 2025, is provided in the section titled “Potential Payments Upon Termination of Employment or a Change in Control of the Corporation” beginning on page 81 of this Proxy Statement. | |

  127. RESTRICTED STOCK UNITS

    | 2026 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 61 |

  128. RESTRICTED STOCK UNITS

    5. 2025 Named Executive Officer Pay Compensation Decisions

  129. 2025 COMPENSATION OUTCOMES

    The following table provides detail on 2025 total incentive compensation, which is then allocated to annual cash incentive, performance stock units, and restricted stock units per the formulaic mix noted previously. 2025 Target Incentives are also shown for reference.

  130. 2025 COMPENSATION OUTCOMES

    | NAMED EXECUTIVE OFFICER | 2025 TARGET INCENTIVE AWARD | ACTUAL AS A % OF TARGET | 2025 ACTUAL INCENTIVE AWARD(1) | ACTUAL INCENTIVE COMPONENTS | | | | | | | | CASH INCENTIVE | PERFORMANCE STOCK UNITS | RESTRICTED STOCK UNITS | | MICHAEL G. O’GRADY | $10,500,000 | 104% | $10,920,000 | $2,730,000 | $5,323,500 | $2,866,500 | | DAVID W. FOX, JR. | 3,475,000 | 110% | 3,825,000 | 1,147,500 | 1,740,375 | 937,125 | | PETER B. CHERECWICH | 4,400,000 | 110% | 4,825,000 | 1,447,500 | 2,195,375 | 1,182,125 | | JASON J. TYLER | 4,325,000 | 100% | 4,325,000 | 1,297,500 | 1,967,875 | 1,059,625 | | THOMAS A. SOUTH | 3,375,000 | 105% | 3,550,000 | 1,065,000 | — | 2,485,000 |

  131. 2025 COMPENSATION OUTCOMES

    As discussed earlier in this Compensation Discussion and Analysis, the Board established a 2025 performance year target total incentive of $10.5 million for Mr. O’Grady. Under the scorecard framework, the 104% performance outcome resulted in a total incentive of $10.92 million and a total compensation of $11.92 million. Key Results: •Achieved strong financial performance as reflected in the metrics below, also included in the Corporate Scorecard (financial results on an adjusted, non-GAAP basis):(1) –Total consolidated revenue increase to $8.1 billion in 2025, compared to $7.6 billion for 2024, an increase of 7%. –Return on Equity of 14.8% in 2025, up from 13.7% in 2024; and Profit Margin (pre-tax) of 29.9% for 2025, compared to 28.1% for 2024. –Diluted earnings per share of $9.00 for 2025, compared to $7.70 for 2024, an increase of 17%. •Demonstrated disciplined capital stewardship, returning $1.9 billion to stockholders, including record share repurchases, while maintaining a strong capital position. •Set strategic direction and drove One Northern Trust results by establishing clear goals and objectives to guide the organization toward success. •Advanced enterprise productivity savings representing more than 4% of adjusted 2024 expenses,(1) while reinvesting savings to support growth initiatives and strengthen operational resiliency. •Ensured strong governance and oversight by providing timely communication to key stakeholders, driving accountability and transparency. •Engaged with external stakeholders by effectively communicating with investors, regulators, and other key stakeholders. •Championed the launch of a multi-year manager development program, providing skills, tool, and resources to strengthen leadership effectiveness. •Maintained commitment to civic leadership and philanthropy by demonstrating dedication to community involvement and charitable initiatives.

  132. 2025 COMPENSATION OUTCOMES

    | CEO 2025 COMPENSATION OUTCOME | WEIGHTING | PERCENTAGE ACHIEVEMENT | WEIGHTED PAYOUT | | Corporate Performance | 80% | 100% | 80% | | Individual Performance | 20% | 120% | 24% | | Overall Achievement | | | 104% |

  133. 2025 TOTAL DIRECT COMPENSATION

    As discussed earlier in this Compensation Discussion and Analysis, the Committee established a 2025 performance year target total incentive of $3.475 million for Mr. Fox. Under the scorecard framework, the 110% performance outcome resulted in a total incentive of $3.825 million and a total compensation of $4.5 million. Key Results: •Achieved strong financial performance as reflected in the metrics below, also included in the Corporate Scorecard (financial results on an adjusted, non-GAAP basis):(1) –Total consolidated revenue increase to $8.1 billion in 2025, compared to $7.6 billion for 2024, an increase of 7%. –Return on Equity of 14.8% in 2025, up from 13.7% in 2024; and Profit Margin (pre-tax) of 29.9% for 2025, compared to 28.1% for 2024. –Diluted earnings per share of $9.00 for 2025, compared to $7.70 for 2024, an increase of 17%. •Partnered with the Board and executive leadership on capital planning, stress testing, and liquidity management. •Directed financial planning and analysis to support dynamic strategic decision‑making across businesses and functions. •Managed investor relations and external financial communications, reinforcing credibility with stockholders and the market. •Guided expense discipline and productivity initiatives to support operating leverage and margin resilience. •Strengthened governance around financial risk, controls, and audit oversight in partnership with internal and external auditors. •Integrated financial execution with enterprise strategy to support sustainable financial performance through cycles. •Oversaw tax, treasury, and funding activities, optimizing the firm’s capital structure and cost of funds.

  134. 2025 TOTAL DIRECT COMPENSATION

    | CFO 2025 COMPENSATION OUTCOME | WEIGHTING | PERCENTAGE ACHIEVEMENT | WEIGHTED PAYOUT | | Corporate Performance | 40% | 100% | 40% | | Corporate Group Performance | 40% | 120% | 48% | | Individual Performance | 20% | 110% | 22% | | Overall Achievement | | | 110% |

  135. 2025 TOTAL DIRECT COMPENSATION

    | COO 2025 COMPENSATION OUTCOME | WEIGHTING | PERCENTAGE ACHIEVEMENT | WEIGHTED PAYOUT | | Corporate Performance | 40% | 100% | 40% | | Corporate Group Performance | 40% | 115% | 46% | | Individual Performance | 20% | 120% | 24% | | Overall Achievement | | | 110% |

  136. 2025 TOTAL DIRECT COMPENSATION

    | PRESIDENT, WEALTH MANAGEMENT 2025 COMPENSATION OUTCOME | WEIGHTING | PERCENTAGE ACHIEVEMENT | WEIGHTED PAYOUT | | Corporate Performance | 40% | 100% | 40% | | Business Unit Performance | 40% | 100% | 40% | | Individual Performance | 20% | 100% | 20% | | Overall Achievement | | | 100% |

  137. 2025 TOTAL DIRECT COMPENSATION

    | CIO 2025 COMPENSATION OUTCOME | WEIGHTING | PERCENTAGE ACHIEVEMENT | WEIGHTED PAYOUT | | Corporate Performance | 40% | 100% | 40% | | Corporate Group Performance | 40% | 102% | 41% | | Individual Performance | 20% | 120% | 24% | | Overall Achievement | | | 105% |

  138. 2025 TOTAL DIRECT COMPENSATION(1)

    (1)Mr. South is designated as a Material Risk Taker under UK remuneration regulations, as such, long-term incentives are delivered entirely in restricted stock units, which vest ratably over four years.

  139. ONE-TIME AWARD TO THE CHIEF OPERATING OFFICER

    ONE-TIME AWARD TO THE CHIEF OPERATING OFFICER In connection with Mr. Cherecwich’s expanded role as Chief Operating Officer, accomplishments during 2025 and to promote retention, the Committee approved a one-time award in the form of time-based restricted stock units award, in February 2026, with an aggregate grant date fair value of $3 million. The award is intended to: •Anchor continuity and execution of a high-impact COO mandate •Preserve leadership capacity that mitigates operational risk and accelerates delivery •Ensure sustained alignment with stockholders. This grant is not part of our annual awards. The time-based restricted stock units award vests pro-rata over three years and excludes the retirement vesting provisions typically included in our annual awards.

  140. FORFEITURE AND RECOUPMENT

    FORFEITURE AND RECOUPMENT Both short-term and long-term incentive awards granted to named executive officers are subject to forfeiture or recoupment in the event of restatement of the Corporation’s financial statements and certain other types of misconduct. Such awards also are subject to forfeiture and recoupment provisions relating to “ex-post” risk, meaning risk resulting from the recipient’s inappropriate risk-taking that does not materialize until after the performance period in which such inappropriate risk-taking takes place. Additionally, all restricted stock units awarded to named executive officers are subject to forfeiture or recoupment if it is determined that the applicable named executive officer has engaged in inappropriate risk-taking which resulted in certain events deemed to be “significant risk outcomes.” An analysis of significant risk outcomes is completed annually to determine if such significant risk outcomes were tied to inappropriate risk-taking. The results of this analysis are reviewed by the Committee.

  141. Human Capital and Compensation Committee

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(3) | | ALL OTHER COMPENSATION ($)(4) | | TOTAL ($) | | | MICHAEL G. O’GRADY Chairman and Chief Executive Officer | 2025 | $1,000,000 | $— | $6,150,111 | | $2,730,000 | | $135,667 | | $43,376 | | $10,059,154 | | | 2024 | 1,000,000 | — | 7,700,038 | | 2,050,000 | | 137,067 | | 42,681 | | 10,929,786 | | | 2023 | 1,000,000 | — | 8,500,150 | | 500,000 | | 138,719 | | 35,891 | | 10,174,760 | | DAVID W. FOX, JR. Chief Financial Officer | 2025 | 646,250 | — | 1,533,225 | | 1,147,500 | | 92,106 | | 31,992 | | 3,451,073 | | | 2024 | 560,000 | — | 726,040 | | 657,000 | | 58,567 | | 15,655 | | 2,017,262 | | | | — | — | — | | — | | — | | — | | — | | PETER B. CHERECWICH Chief Operating Officer | 2025 | 675,000 | — | 2,502,615 | | 1,447,500 | | 131,638 | | 25,786 | | 4,782,539 | | | 2024 | 675,000 | — | 2,677,594 | | 1,072,500 | | 120,460 | | 26,937 | | 4,572,491 | | | 2023 | 675,000 | — | 3,080,055 | | 1,147,500 | | 174,409 | | 24,038 | | 5,101,002 | | JASON J. TYLER President, Wealth Management | 2025 | 656,250 | — | 2,380,111 | | 1,297,500 | | 171,117 | | 20,526 | | 4,525,504 | | | 2024 | 600,000 | — | 2,310,100 | | 1,020,000 | | 152,407 | | 18,976 | | 4,101,483 | | | 2023 | 600,000 | — | 2,520,087 | | 990,000 | | 155,469 | | 18,383 | | 4,283,939 | | THOMAS A. SOUTH Chief Information Officer | 2025 | 656,250 | — | 2,635,177 | | 1,065,000 | | 246,476 | | 21,449 | | 4,624,352 | | | | — | — | — | | — | | — | | — | | — |

  142. RETIREMENT

    RETIREMENT A participant is generally eligible for a normal retirement benefit if he or she terminates employment at or after age 65 and has completed at least five years of vesting service. A participant is eligible for an early retirement benefit if he or she terminates employment at or after age 55 and has completed fifteen years of credited service. Messrs. Cherecwich and South are eligible for early retirement benefits. A vested terminee benefit is available to a participant who terminates employment with three years of vesting service but prior to becoming eligible for a normal or early retirement benefit. Under the Traditional Formula, the early retirement benefit is equal to the normal retirement benefit described above, reduced by 0.5% for each month that payments are received prior to age 62, up to 84 months, then actuarially reduced for each month that payments are received prior to age 55. Participants eligible for a “vested terminee” benefit are entitled to benefit payments that are reduced by 0.5% for each month, up to 120 months, that payments are received prior to age 65, then actuarially reduced for each month that payments are received prior to age 55. Under the PEP Formula, both the early retirement benefit and vested terminee benefit are equal to the normal retirement benefit (in the form of a monthly single life annuity as described above), adjusted for early commencement prior to age 65. The adjustment is made using interest rate and mortality assumptions specified in the Pension Plan.

  143. CHANGE IN CONTROL PLAN

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR CEO ($)(1) | COMPENSATION ACTUALLY PAID TO CEO ($)(2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL COMPENSATION FOR OTHER NEOS ($)(3) | AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOS ($)(4) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | | | | | | CORPORATION TSR ($) | KBW INDEX TSR ($)(5) | NET INCOME ($) | ADJUSTED ROE ($)(6) | | 2025 | $10,059,154 | $21,643,405 | $4,345,867 | $7,327,718 | 170.76 | 196.00 | 1,737 | 14.8% | | 2024 | 10,929,786 | 21,250,495 | 3,975,226 | 6,725,032 | 124.71 | 147.85 | 2,031 | 13.7 | | 2023 | 10,174,760 | 11,222,036 | 5,362,543 | 5,382,367 | 99.27 | 107.76 | 1,107 | 12.1 | | 2022 | 10,816,639 | 4,016,997 | 5,671,222 | 2,404,602 | 100.30 | 108.73 | 1,336 | 14.8 | | 2021 | 10,449,233 | 18,479,485 | 4,381,631 | 6,913,472 | 131.65 | 138.33 | 1,545 | 13.9 |

  144. CHANGE IN CONTROL PLAN

    | COMPENSATION ACTUALLY PAID AND TSR(1) |

  145. CHANGE IN CONTROL PLAN

    | COMPENSATION ACTUALLY PAID AND NET INCOME |

  146. CHANGE IN CONTROL PLAN

    | COMPENSATION ACTUALLY PAID AND ADJUSTED ROE |