DEF 14A of Northern Trust Corp, Mar 6, 2024

DEF 14A of Northern Trust Corp

Filed Mar 6, 2024 · FY20230001193125-24-060814

Open on EDGAR

  1. THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 16, 2024

    | EXECUTIVE COMPENSATION | 54 | | Summary Compensation Table | 54 | | Grants of Plan-Based Awards | 55 | | Description of Certain Awards Granted in 2023 | 56 | | Outstanding Equity Awards at Fiscal Year-End | 57 | | Option Exercises and Stock Vested | 58 | | Pension Benefits | 58 | | Nonqualified Deferred Compensation | 61 | | Potential Payments Upon Termination of Employment or a Change in Control of the Corporation | 62 | | CEO Pay Ratio | 65 | | PAY VERSUS PERFORMANCE | 66 | | DIRECTOR COMPENSATION | 69 | | Annual Retainer and Other Fees | 69 | | Deferral of Compensation | 69 | | Stock Ownership Guidelines | 69 | | Director Compensation Table | 70 | | EQUITY COMPENSATION PLAN INFORMATION | 71 | | AUDIT COMMITTEE REPORT | 72 | | AUDIT MATTERS | 73 | | Fees of Independent Registered Public Accounting Firm | 73 | | Pre-Approval Policies and Procedures of the Audit Committee | 73 | | ITEM 3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 74 | | ITEM 4—STOCKHOLDER PROPOSAL TO ASCERTAIN VOTING PREFERENCES | 75 | | STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING | 78 | | SECURITY OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS | 79 | | Delinquent Section 16(a) Reports | 79 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 80 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 81 | | HELPFUL RESOURCES | 85 |

  2. Principles that Endure

    Based upon its review of our corporate performance and the individual performance of each named executive officer, discussed in the Compensation Discussion and Analysis beginning on page 32 of this Proxy Statement, the Human Capital and Compensation Committee approved the compensation amounts outlined in the table below. This table provides a comprehensive summary of each named executive officer’s total direct compensation for the 2023 and 2022 performance years. This perspective may be useful in reviewing key incentive compensation decisions, as this is how the Committee considers performance and pay, with incentive compensation generally reflective of prior year’s performance. It should be noted that the table below is not intended to be a substitute for the Summary Compensation Table on page 54, as certain amounts in the table below are different than the amounts in the Summary Compensation Table. The most significant difference is that this table reflects long-term incentive awards granted in February 2024 and February 2023 for the 2023 and 2022 performance years, respectively, while the Summary Compensation Table provides the value of the equity awards for the year in which they were granted.

  3. Principles that Endure

    | | | | | Long-Term Incentives | | | | | Executive | Year | Salary (1) | Short-Term Annual Cash Incentive | Performance Stock Units | Restricted Stock Units | Total Incentive Compensation (2) | Total | | Michael G. O’Grady Chairman and Chief Executive Officer | 2023 | $1,000,000 | $500,000 | $5,005,000 | $2,695,000 | $8,200,000 | $9,200,000 | | | 2022 | 1,000,000 | 1,000,000 | 5,525,000 | 2,975,000 | 9,500,000 | 10,500,000 | | Jason J. Tyler Chief Financial Officer | 2023 | 600,000 | 990,000 | 1,501,500 | 808,500 | 3,300,000 | 3,900,000 | | | 2022 | 600,000 | 1,080,000 | 1,638,000 | 882,000 | 3,600,000 | 4,200,000 | | Peter B. Cherecwich President—Asset Servicing | 2023 | 675,000 | 1,147,500 | 1,740,375 | 937,125 | 3,825,000 | 4,500,000 | | | 2022 | 675,000 | 1,320,000 | 2,002,000 | 1,078,000 | 4,400,000 | 5,075,000 | | Steven L. Fradkin President—Wealth Management | 2023 | 675,000 | 1,147,500 | 1,740,375 | 937,125 | 3,825,000 | 4,500,000 | | | 2022 | 675,000 | 1,320,000 | 2,002,000 | 1,078,000 | 4,400,000 | 5,075,000 | | Daniel E. Gamba(3) President—Asset Management | 2023 | 675,000 | 1,147,500 | 1,740,375 | 937,125 | 3,825,000 | 4,500,000 | | | 2022 | — | — | — | — | — | — |

  4. Principles that Endure

    (1) Except for Mr. Gamba, represents the applicable named executive officer’s salary, as determined in February 2023 and 2022, respectively. See footnote 3 below with respect to Mr. Gamba. (2) Represents the total cash and equity incentive awards received by the applicable named executive officer in February 2024 for the 2023 performance year and February 2023 for the 2022 performance year, respectively. (3) Mr. Gamba joined Northern Trust effective April 3, 2023. His annualized 2023 salary was established at that time and is reflected in the table above. The Corporation also granted him an award of restricted stock units with a grant date fair value of $4.8 million as a make-whole award to replace unvested equity awards Mr. Gamba forfeited when he terminated employment with his former employer. These awards are subject to forfeiture and/or clawback if Mr. Gamba does not maintain continuous employment with the Corporation for a prescribed period of time. Mr. Gamba’s restricted stock unit awards are subject to terms and conditions identical to those granted to our other named executive officers. When considering Mr. Gamba’s initial compensation arrangement, the Human Capital and Compensation Committee considered a variety of market data, Mr. Gamba’s experience, the value of outstanding equity awards from his prior employer, and the input of Meridian Compensation Partners, LLC as its compensation consultant.

  5. Principles that Endure

    | 4 | 2024 Proxy Statement | Northern Trust Corporation |

  6. Principles that Endure

    | 2023 OVERALL PAY MIX |

  7. Principles that Endure

    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 65% of the long-term incentives being awarded in performance stock units earned based on performance over a three-year period, and 35% being awarded in restricted stock units which vest ratably over a four-year period.

  8. Principles that Endure

    | 2024 Proxy Statement | Northern Trust Corporation | 5 |

  9. Principles that Endure

    | BOARD OF DIRECTORS NOMINEES |

  10. Principles that Endure

    | | | | Committees of the Board | | | | | | Other Public Company or Investment Company Boards | | Director | | Age | Audit | Business Risk | Capital Governance | Corporate Governance | Executive | Human Capital and Compensation | | | | Linda Walker Bynoe Independent Director Since 2006 | 71 | ✓ | | | C | ✓ | | 2 | | | Susan Crown Independent Director Since 1997 | 65 | | ✓ | | | | ✓ | 1 | | | Dean M. Harrison Independent Director Since 2015 | 69 | ✓ | C* | | | ✓ | | 0 | | | Jay L. Henderson Lead Director / Independent Director Since 2016 | 68 | C | | ✓ | ✓ | ✓ | ✓ | 2 | | | Marcy S. Klevorn Independent Director Since 2019 | 64 | ✓ | ✓* | | | | | 2 | | | Siddharth N. “Bobby” Mehta Independent Director Since 2019 | 65 | | ✓* | ✓ | | | | 2 | | | Michael G. O’Grady Chairman and Chief Executive Officer Director Since 2017 | 58 | | | | | C | | 1 | | | Martin P. Slark Independent Director Since 2011 | 69 | | | | | | | 1 | | | David H. B. Smith, Jr. Independent Director Since 2010 | 57 | ✓ | | C | | ✓ | | 1 | | | Donald Thompson Independent Director Since 2015 | 60 | | | ✓ | | ✓ | C | 1 | | | Charles A. Tribbett III Independent Director Since 2005 | 68 | | | | ✓ | | ✓ | 0 |

  11. Principles that Endure

    C - Chair ✓ - Member * - Member of Cybersecurity Risk Oversight Subcommittee chaired by Ms. Klevorn

  12. Principles that Endure

    | 6 | 2024 Proxy Statement | Northern Trust Corporation |

  13. Principles that Endure

    | Board Tenure, Age and Diversity Statistics of Nominees |

  14. Principles that Endure

    * The Corporation is currently in the process of identifying additional candidates for appointment to the Board. During 2023, the Corporation engaged a third-party global executive recruiting firm to further facilitate this process and has been actively engaging with a number of individuals possessing the skills, expertise, and other personal characteristics identified as priorities for the Board. The Corporation expects that female directors will represent no less than 30% of directors by year-end 2024.

  15. Principles that Endure

    | SUSTAINABILITY |

  16. Principles that Endure

    Northern Trust incorporates fundamental sustainability considerations into how we operate as a corporation, as a financial steward for our clients, and as a participant in broader society. Actions demonstrating our commitment to sustainability principles include: Advancing Sustainability In 2021, we announced our commitment to achieve net-zero carbon emissions for our business operations by 2050, which means we are focused on permanently reducing greenhouse gas emissions directly linked to our operations to as close to zero as possible and offsetting or neutralizing any unabated emissions. As we continue to evaluate and reduce our impact on the environment while on the journey to net-zero, we remained carbon neutral for business operations in 2023, through the purchase of carbon allowances. Other actions demonstrating our commitment to advancing sustainability include:

  17. Principles that Endure

    | ● | Our sustainability reporting, which this year included the inaugural release of the Task Force on Climate-Related Financial Disclosures (“TCFD”) report through our Asset Management business, and which has also included disclosure alignment to Sustainability Accounting Standards Board (“SASB”) standards, in addition to our disclosures aligned to the Global Reporting Initiative (“GRI”) standards and greenhouse gas emissions statements that we have published annually for more than a decade; |

  18. Principles that Endure

    | ● | Our launch of the Sustainability Learning Hub, our newest internal resource providing curated courses and materials for our employees to learn more about sustainability, increasing regulatory expectations in this area and the role Northern Trust plays in building a more sustainable future for our stakeholders; |

  19. Principles that Endure

    | ● | Our participation in the United Nations (“UN”) Global Compact, which reinforces our commitment to operate in alignment with universal sustainability principles; and |

  20. Principles that Endure

    | ● | Our governance and oversight practices and controls around our sustainability reporting processes. |

  21. Principles that Endure

    Bolstering Inclusion Diversity, equity, and inclusion (“DE&I”) is a business imperative that contributes to fostering an inclusive environment in which there are equitable opportunities for financial inclusion for clients, vendors/suppliers and our employees. Over the past year, we continued to enhance our policies, practices, and structures to ensure that we attract, develop, engage and retain the best talent. As we build on our strengths around inclusion and continue our commitment to advance DE&I, our efforts include:

  22. Principles that Endure

    | ● | The creation of the Global Chief DE&I Officer position to advance our culture, bolster inclusion, and create sustainable impact on a global scale; |

  23. Principles that Endure

    | 2024 Proxy Statement | Northern Trust Corporation | 7 |

  24. Principles that Endure

    | ● | Our continued expansion of inclusive leadership education and learning opportunities focused on a curated curriculum to provide foundational techniques needed for managing teams in an inclusive manner; and |

  25. Principles that Endure

    | ● | Our leveraging of our Business Resource Councils to foster an inclusive culture, offer employees across the organization early, mid-career and senior-level professional development programs, and lead volunteerism in underserved communities around the world. |

  26. Principles that Endure

    Championing Social Impact Northern Trust has a long-standing history of supporting underserved communities through philanthropic and civic initiatives. In 2023, we distributed nearly $16 million in philanthropic support to community-based organizations around the world. While charitable giving is core to our value proposition, we are also champions of social impact investing. In 2023, we committed $212 million in community development investments to support affordable housing, education and social services, job creation and wealth creation. The Corporation’s principal subsidiary, The Northern Trust Company (the “Bank”), received an “outstanding” Community Reinvestment Act (“CRA”) rating from the Federal Reserve Board of Chicago in its most recent examination which evaluates banks on their commitment to make capital available for low- to moderate-income neighborhoods, families, and individuals. Our long track record of “outstanding” CRA ratings has allowed us to build and maintain strong private-public partnerships with communities and clients throughout the U.S. Combined with our philanthropic efforts, we continue to be deeply committed to inclusive social and economic development for all. For more information on our sustainability, see “Corporate Governance—Sustainability” on page 27 of this Proxy Statement.

  27. Principles that Endure

    | 8 | 2024 Proxy Statement | Northern Trust Corporation |

  28. Principles that Endure

    | GOVERNANCE HIGHLIGHTS |

  29. Principles that Endure

    | What We Do | What We Do Not Do | | ✓ Majority Independent Directors ✓ Engaged Lead Director ✓ Proxy Access Rights ✓ Stockholder Right to Call Special Meetings ✓ Frequent Executive Sessions for Independent Directors ✓ Annual Strategic Planning Meeting with Board and Executive Officers ✓ Regular Rotations of Committee Chairs ✓ Regular Reviews of Governance Documents ✓ Annual Board Self-Evaluations | ✗ Plurality Voting in Uncontested Director Elections ✗ Staggered Board ✗ Poison Pill ✗ Supermajority Voting Requirements ✗ Overboarding of Directors |

  30. Principles that Endure

    | EXECUTIVE COMPENSATION HIGHLIGHTS |

  31. Principles that Endure

    | What We Do | What We Do Not Do | | ✓ Closely align pay and performance, with the Human Capital and Compensation Committee validating this alignment annually ✓ Ensure performance-based compensation comprises the most significant portion of incentive compensation, with 65% of long-term incentives being awarded in performance stock units based on performance over a three-year period ✓ Subject short- and long-term incentive awards to potential forfeiture or clawback in the event of misconduct resulting in a restatement of our financial statements and certain other types of misconduct ✓ Ensure our executives meet robust stock ownership guidelines, including holding requirements for any executive below the stock ownership guidelines ✓ Use an independent compensation consultant to advise the Human Capital and Compensation Committee ✓ Ensure overlapping membership between the Human Capital and Compensation Committee and our Audit and Business Risk Committees | ✗ Excise tax gross-ups for executive change in control arrangements ✗ Single-trigger change in control benefits ✗ Short selling, margining, hedging, pledging or hypothecating company shares permitted under our Securities Transactions Policy ✗ Compensation plans that encourage excessive risk-taking ✗ Excessive perquisites ✗ Repricing of underwater options ✗ Dividend equivalents distributed on unvested performance or restricted stock unit awards |

  32. Principles that Endure

    | IMPORTANT DATES FOR 2025 ANNUAL MEETING |

  33. Principles that Endure

    | Stockholder Submission | | Window for Submission | | Proposals for inclusion in the proxy statement | g | On or before November 6, 2024 | | Other proposals (not included in the proxy statement) | g | Between November 17, 2024 and December 17, 2024 | | Director nomination under proxy access provisions | g | Between October 7, 2024 and November 6, 2024 | | Notification of intent to solicit proxies in support of director nominees other than the Corporation’s nominees | g | On or before February 15, 2025 |

  34. Principles that Endure

    | 2024 Proxy Statement | Northern Trust Corporation | 9 |

  35. ITEM 1—ELECTION OF DIRECTORS

    ITEM 1—ELECTION OF DIRECTORS Stockholders will be asked to elect eleven directors at the Annual Meeting. Each of the eleven nominees is currently serving as a director of the Corporation and its principal subsidiary, the Bank. Jose Luis Prado will not be standing for re-election, as he will be retiring from service as a director of the Corporation effective upon the conclusion of his current term at the Annual Meeting. Mr. Prado has served as member of the Board since 2012. Each of the eleven 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. The Committee also considers the racial, ethnic, gender identity and other forms of diversity represented on the Board in assessing nominees. Accordingly, the eleven 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.

  36. ITEM 1—ELECTION OF DIRECTORS

    | | The Board unanimously recommends that you vote FOR the election of each nominee. |

  37. ITEM 1—ELECTION OF DIRECTORS

    | 10 | 2024 Proxy Statement | Northern Trust Corporation |

  38. Biographical Information

    Biographical Information 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.

  39. Biographical Information

    | LINDA WALKER BYNOE |

  40. Biographical Information

    | Independent Director | | | Director Since: 2006 Age: 71 Board Committees ● Audit ● Corporate Governance (Chair) ● Executive | Professional Experience ● Telemat Limited LLC (project management and consulting firm) ¡ President and Chief Executive Officer, since 1995 Current Public and/or Investment Company Directorships ● Equity Residential, since 2009 ● PGIM Retail Mutual Funds, since 2005 Other Recent Public and/or Investment Company Directorships ● Anixter International Inc., 2006 to 2020 Qualifications The Board concluded that Ms. Bynoe should serve as a director based on her diverse consulting and investment experience, her expertise in public accounting, corporate governance, and strategy development and her experience as a director of other complex global corporations. |

  41. Biographical Information

    | SUSAN CROWN |

  42. Biographical Information

    | Independent Director | | | Director Since: 1997 Age: 65 Board Committees ● Business Risk ● Human Capital and Compensation | 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 Current Public and/or Investment Company Directorships ● Illinois Tool Works Inc., since 1994 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. |

  43. Biographical Information

    | 2024 Proxy Statement | Northern Trust Corporation | 11 |

  44. Biographical Information

    | DEAN M. HARRISON |

  45. Biographical Information

    | Independent Director | | | Director Since: 2015 Age: 69 Board Committees ● Audit ● Business Risk (Chair)* ● Executive * Also a member of the Cybersecurity Risk Oversight Subcommittee | 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, January 2023 to December 2023 ¡ President and Chief Executive Officer, 2006 to 2022 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. |

  46. Biographical Information

    | JAY L. HENDERSON |

  47. Biographical Information

    | Lead Director / Independent Director | | | Director Since: 2016 Age: 68 Board Committees ● Audit (Chair) ● Capital Governance ● Corporate Governance ● Executive ● Human Capital and Compensation | 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 Current Public and/or Investment Company Directorships ● Illinois Tool Works Inc., since 2016 ● The J. M. Smucker Company, since 2016 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. |

  48. Biographical Information

    | 12 | 2024 Proxy Statement | Northern Trust Corporation |

  49. Biographical Information

    | MARCY S. KLEVORN |

  50. Biographical Information

    | Independent Director | | | Director Since: 2019 Age: 64 Board Committees ● Audit ● Business Risk* * Also Chair of the Cybersecurity Risk Oversight Subcommittee | 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 Current Public and/or Investment Company Directorships ● Cerence, Inc., since June 2023 ● Humana, Inc., since 2021 Other Recent Public and/or Investment Company Directorships ● Pivotal Software, Inc., 2016 to 2019 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 cutting-edge technologies. |

  51. Biographical Information

    | SIDDHARTH N. “BOBBY” MEHTA |

  52. Biographical Information

    | Independent Director | | | Director Since: 2019 Age: 65 Board Committees ● Business Risk* ● Capital Governance * Also a member of the Cybersecurity Risk Oversight Subcommittee | 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 Current Public and/or Investment Company Directorships ● The Allstate Corporation, since 2014 ● Jones Lang LaSalle Incorporated, since 2019 Other Recent Public and/or Investment Company Directorships ● TransUnion, 2007 to 2022 ● Piramal Enterprises Limited, 2013 to 2020 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. |

  53. Biographical Information

    | 2024 Proxy Statement | Northern Trust Corporation | 13 |

  54. Biographical Information

    | MICHAEL G. O’GRADY |

  55. Biographical Information

    | Chairman and Chief Executive Officer | | | Director Since: 2017 Age: 58 Board Committees ● Executive (Chair) | 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 Current Public and/or Investment Company Directorships ● Abbott Laboratories, since April 2023 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. |

  56. Biographical Information

    | MARTIN P. SLARK |

  57. Biographical Information

    | Independent Director | | | Director Since: 2011 Age: 69 | Professional Experience ● Molex LLC (manufacturer of electronic, electrical and fiber optic interconnection products and systems) ¡ Chief Executive Officer, 2005 to 2018 Current Public and/or Investment Company Directorships ● Hub Group, Inc., since 1996 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. |

  58. Biographical Information

    | 14 | 2024 Proxy Statement | Northern Trust Corporation |

  59. Biographical Information

    | DAVID H. B. SMITH, JR. |

  60. Biographical Information

    | Independent Director | | | Director Since: 2010 Age: 57 Board Committees ● Audit ● Capital Governance (Chair) ● Executive | 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 Current Public and/or Investment Company Directorships ● Illinois Tool Works Inc., since 2009 Qualifications The Board concluded that Mr. Smith should serve as a director based on his regulatory and leadership experience in the finance industry gained from his roles at the U.S. Securities and Exchange Commission and the Mutual Fund Directors Forum. The Board also considered that Mr. Smith’s interest as a beneficiary of a trust that holds a significant amount of the Corporation’s common stock further aligns his interests with the interests of the Corporation’s stockholders. |

  61. Biographical Information

    | DONALD THOMPSON |

  62. Biographical Information

    | Independent Director | | | Director Since: 2015 Age: 60 Board Committees ● Capital Governance ● Executive ● Human Capital and Compensation (Chair) | Professional Experience ● 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 Current Public and/or Investment Company Directorships ● Royal Caribbean Cruises Ltd., since 2015 Other Recent Public and/or Investment Company Directorships ● Beyond Meat, Inc., 2015 to 2021 Qualifications The Board concluded that Mr. Thompson should serve as a director based on his management and board experience at other complex global corporations. |

  63. Biographical Information

    | 2024 Proxy Statement | Northern Trust Corporation | 15 |

  64. Biographical Information

    | CHARLES A. TRIBBETT III |

  65. Biographical Information

    | Independent Director | | | Director Since: 2005 Age: 68 Board Committees ● Corporate Governance ● Human Capital and Compensation | Professional Experience ● Russell Reynolds Associates (global executive recruiting firm) ¡ Vice Chairman of Board and CEO Advisory Group, since 2020 ¡ Managing Director, since 1989 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. |

  66. Biographical Information

    | 16 | 2024 Proxy Statement | Northern Trust Corporation |

  67. Biographical Information

    | 2024 Proxy Statement | Northern Trust Corporation | 17 |

  68. Biographical Information

    Our Board currently consists of twelve members. The Board has determined that each of the following eleven current directors is independent in accordance with our independence standards, which conform with the U.S. Securities and Exchange Commission (the “SEC”) rules and the listing standards of The NASDAQ Stock Market LLC (“NASDAQ”): Linda Walker Bynoe, Susan Crown, Dean M. Harrison, Jay L. Henderson, Marcy S. Klevorn, Siddharth N. “Bobby” Mehta, Jose Luis Prado (who is not standing for re-election), Martin P. Slark, David H. B. Smith, Jr., Donald Thompson and Charles A. Tribbett III. During 2023, the Corporation’s Board held eight meetings. All incumbent directors during 2023 attended at least 75% of the total meetings of the Board and the committees on which they served occurring during the period in which they served. Our Corporate Governance Guidelines state that all directors are expected to attend each Annual Meeting of Stockholders. In accordance with this expectation, all of the directors then serving attended the 2023 Annual Meeting of Stockholders held on April 25, 2023.

  69. Summary Compensation Table

    Summary Compensation Table The following table sets forth the information concerning the compensation paid to or earned by the named executive officers for 2023, 2022 and 2021.

  70. Summary Compensation Table

    | 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 | 2023 | $1,000,000 | $— | $8,500,150 | $500,000 | $138,719 | $35,891 | $10,174,760 | | | 2022 | 987,500 | — | 8,500,158 | 1,000,000 | 289,639 | 39,342 | 10,816,639 | | | 2021 | 950,000 | — | 6,825,124 | 2,500,000 | 144,932 | 29,177 | 10,449,233 | | Jason J. Tyler Chief Financial Officer | 2023 | 600,000 | — | 2,520,087 | 990,000 | 155,469 | 18,383 | 4,283,939 | | | 2022 | 587,500 | — | 2,520,081 | 1,080,000 | 141,988 | 18,539 | 4,348,108 | | | 2021 | 537,500 | — | 1,750,089 | 1,080,000 | 79,182 | 16,392 | 3,463,163 | | Peter B. Cherecwich President—Asset Servicing | 2023 | 675,000 | — | 3,080,055 | 1,147,500 | 174,409 | 24,038 | 5,101,002 | | | 2022 | 662,500 | — | 3,360,107 | 1,320,000 | 188,623 | 23,480 | 5,554,710 | | | 2021 | 625,000 | — | 2,450,145 | 1,440,000 | 106,833 | 29,773 | 4,651,751 | | Steven L. Fradkin President—Wealth Management | 2023 | 675,000 | — | 3,080,055 | 1,147,500 | 645,057 | 25,575 | 5,573,187 | | | 2022 | 662,500 | — | 3,360,107 | 1,320,000 | — | 26,230 | 5,368,837 | | | 2021 | 625,000 | — | 2,600,135 | 1,440,000 | — | 25,991 | 4,691,126 | | Daniel E. Gamba President—Asset Management | 2023 | 478,125 | — | 4,800,038 | 1,147,500 | 20,986 | 45,393 | 6,492,042 | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — |

  71. Summary Compensation Table

    (1) Amounts in this column represent the grant date fair value of the restricted stock unit and performance stock unit awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). See “Note 22—Share-Based Compensation Plans” to the consolidated financial statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions made by the Corporation in the valuation of these stock unit awards. This column includes the following amounts in 2023 with respect to performance stock units, which are based on achievement of target performance levels: Mr. O’Grady: $5,525,060; Mr. Tyler: $1,638,085; Mr. Cherecwich: $2,002,031; and Mr. Fradkin: $2,002,031. If the maximum level of performance were attained, the value of the performance stock units would be as follows: Mr. O’Grady: $8,287,590; Mr. Tyler: $2,457,128; Mr. Cherecwich: $3,003,093; and Mr. Fradkin: $3,003,093. See the narrative under “Description of Certain Awards Granted in 2023” beginning on page 56 of this Proxy Statement for more information on these awards. The amount reflected for Mr. Gamba represents the grant date fair value of a restricted stock unit award granted to him in conjunction with his joining Northern Trust to replace certain unvested equity awards forfeited when he terminated employment with his former employer. For more information on Mr. Gamba’s award, see “2023 Compensation Design and Decisions—2023 Individual Performance Considerations—Daniel E. Gamba” on page 48. (2) Amounts in this column represent the annual cash incentives earned by the named executive officers under the NPIP in 2023 and under the Management Performance Plan in 2022 and 2021. (3) Amounts in this column represent the aggregate increase in actuarial present values of accumulated benefits under the Pension Plan and the Supplemental Pension Plan. As described further under “Pension Benefits” beginning on page 58 of this Proxy Statement, benefits for Mr. Fradkin are accrued under the Pension Plan’s “Traditional Formula,” while benefits for Messrs. O’Grady, Tyler, Cherecwich, and Gamba are accrued under the Pension Plan’s “PEP Formula.” At December 31, 2021, the applicable discount rate under the Pension Plan increased to 3.03% and the applicable discount rate under the Supplemental Pension Plan increased to 2.80%, resulting in a decrease in the present value of benefits under the Traditional Formula for Mr. Fradkin relative to December 31, 2020, of $20,093. At December 31, 2022, the applicable discount rate under the Pension Plan increased to 5.22% and the applicable discount rate under the Supplemental Pension Plan increased to 5.15%, resulting in a decrease in the present value of benefits under the Traditional Formula for Mr. Fradkin relative to December 31, 2021, of $1,845,365. At December 31, 2023, the applicable discount rate under the Pension Plan decreased to 5.03% and the applicable discount rate under the Supplemental Pension Plan decreased to 4.95%, resulting in an increase in the present value of benefits under the Traditional Formula for Mr. Fradkin relative to December 31, 2022.

  72. Summary Compensation Table

    | 54 | 2024 Proxy Statement | Northern Trust Corporation |

  73. Summary Compensation Table

    (4) The following table sets forth a detailed breakdown of the items which comprise “All Other Compensation” for 2023.

  74. Summary Compensation Table

    | Name | Contributions to TIP and Supplemental TIP ($)(a) | Perquisites and Other Personal Benefits ($)(b) | Tax Reimbursements and Other ($)(c) | Total ($) | | Mr. O’Grady | $30,000 | $4,983 | $908 | $35,891 | | Mr. Tyler | 18,000 | 351 | 32 | 18,383 | | Mr. Cherecwich | 20,250 | 3,271 | 517 | 24,038 | | Mr. Fradkin | 20,250 | 4,940 | 385 | 25,575 | | Mr. Gamba | — | 26,093 | 19,300 | 45,393 |

  75. Summary Compensation Table

    (a) Includes matching contributions made by the Corporation on behalf of named executive officers participating in TIP and Supplemental TIP. (b) With respect to Messrs. O’Grady, Tyler, Cherecwich, Fradkin, and Gamba, includes personal use of company automobiles ($1,523, $351, $721, $540, and $140, respectively). With respect to Messrs. O’Grady, Cherecwich and Fradkin, includes wealth planning and tax consulting services ($3,460, $2,550 and $4,400, respectively). With respect to Mr. Gamba, represents payment or reimbursement for expenses under the Corporation’s relocation program in connection with his relocation to Chicago ($25,953). (c) With respect to Messrs. O’Grady, Tyler, Cherecwich, and Fradkin, includes tax reimbursements provided in connection with personal use of company automobiles ($908, $32, $517, and $370, respectively). With respect to Mr. Gamba, represents tax reimbursements provided in connection with payment or reimbursement for expenses under the Corporation’s relocation program.

  76. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  77. Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Thres- hold ($) | Target ($) | Maximum ($) | Thres- hold (#) | Target (#) | Maximum (#) | | | | Mr. O’Grady | — | | $1,000,000 | $6,643,800 | | | | | | | | 2/22/2023 | | | | | | | 31,660 | $2,975,090 | | | 2/22/2023 | | | | 14,699 | 58,796 | 88,194 | | 5,525,060 | | Mr. Tyler | — | | 1,080,000 | 3,321,900 | | | | | | | | 2/22/2023 | | | | | | | 9,386 | 882,002 | | | 2/22/2023 | | | | 4,358 | 17,432 | 26,148 | | 1,638,085 | | Mr. Cherecwich | — | | 1,320,000 | 3,321,900 | | | | | | | | 2/22/2023 | | | | | | | 11,472 | 1,078,024 | | | 2/22/2023 | | | | 5,327 | 21,305 | 31,958 | | 2,002,031 | | Mr. Fradkin | — | | 1,320,000 | 3,321,900 | | | | | | | | 2/23/2023 | | | | | | | 11,472 | 1,078,024 | | | 2/23/2023 | | | | 5,327 | 21,305 | 31,958 | | 2,002,031 | | Mr. Gamba | — | | — | 3,321,900 | | | | | | | | 4/3/2023 | | | | | | | 54,720 | 4,800,038 |

  78. Grants of Plan-Based Awards

    (1) These columns show information regarding payouts under the former Management Performance Plan. The amount set forth under the Maximum column represents the highest potential payout under the plan based on the Corporation’s 2023 performance. Although the plan does not provide for a target or threshold, the amount set forth under the Target column represents the amount actually awarded to the named executive officer in 2023 in respect of 2022 performance. (2) The amounts set forth under the Threshold, Target and Maximum columns represent the number of shares of common stock that would be paid out under the performance stock units if the Corporation achieves a three-year average annual ROE relative to pre-established goals of 9.0%, 12.0% to 13.0% or 15.0% or greater, respectively, as well as ROE performance relative to that of our performance peer group that is in the 25th percentile, 50th percentile or the highest percentile, respectively.

  79. Grants of Plan-Based Awards

    | 2024 Proxy Statement | Northern Trust Corporation | 55 |

  80. Grants of Plan-Based Awards

    (3) This column shows the number of restricted stock units granted to the applicable named executive officers in 2023. (4) Represents the grant date fair value of each equity award, computed in accordance with FASB ASC Topic 718.

  81. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  82. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Mr. O’Grady | 24,651 | — | $60.85 | 2/10/2024 | 66,659 | $5,624,686 | 152,934 | $12,904,571 | | | 23,739 | — | 70.21 | 2/17/2025 | | | | | | | 34,489 | — | 58.25 | 2/16/2026 | | | | | | | 40,649 | — | 88.06 | 2/21/2027 | | | | | | Mr. Tyler | 2,466 | — | 60.85 | 2/10/2024 | 18,869 | 1,592,166 | 43,518 | 3,672,049 | | | 2,968 | — | 70.21 | 2/17/2025 | | | | | | | 4,599 | — | 58.25 | 2/16/2026 | | | | | | | 3,873 | — | 88.06 | 2/21/2027 | | | | | | Mr. Cherecwich | 26,132 | — | 88.06 | 2/21/2027 | 24,715 | 2,085,452 | 56,865 | 4,798,269 | | Mr. Fradkin | 34,489 | — | 58.25 | 2/16/2026 | 25,089 | 2,117,010 | 57,865 | 4,882,649 | | | 27,874 | — | 88.06 | 2/21/2027 | | | | | | Mr. Gamba | — | — | — | — | 54,720 | 4,617,274 | — | — |

  83. Outstanding Equity Awards at Fiscal Year-End

    (1) The following table lists the number of restricted stock units that vest for each named executive officer upon each vesting date:

  84. Outstanding Equity Awards at Fiscal Year-End

    | Name | 3/1/2024 | 4/3/2024 | 3/1/2025 | 4/3/2025 | 3/1/2026 | 4/3/2026 | 3/1/2027 | 4/3/2027 | | Mr. O’Grady | 25,437 | — | 19,754 | — | 13,874 | — | 7,594 | — | | Mr. Tyler | 6,379 | — | 5,858 | — | 4,286 | — | 2,346 | — | | Mr. Cherecwich | 9,385 | — | 7,344 | — | 5,235 | — | 2,751 | — | | Mr. Fradkin | 9,629 | — | 7,474 | — | 5,235 | — | 2,751 | — | | Mr. Gamba | — | 13,680 | — | 13,680 | — | 13,680 | — | 13,680 |

  85. Outstanding Equity Awards at Fiscal Year-End

    (2) The market value of the restricted stock units included in this column is based on a price of $84.38 per share (the closing market price of the Corporation’s common stock on December 29, 2023). (3) The following table lists the target number of shares each named executive officer may receive under performance stock units:

  86. Outstanding Equity Awards at Fiscal Year-End

    | | Performance Stock Unit Awards Granted In | | | | Name | 2021 | 2022 | 2023 | | Mr. O’Grady | 45,519 | 48,619 | 58,796 | | Mr. Tyler | 11,672 | 14,414 | 17,432 | | Mr. Cherecwich | 16,341 | 19,219 | 21,305 | | Mr. Fradkin | 17,341 | 19,219 | 21,305 | | Mr. Gamba | — | — | — |

  87. Outstanding Equity Awards at Fiscal Year-End

    The actual number of shares distributed with respect to performance stock units granted in 2022 and 2023 will be based upon the satisfaction of certain performance conditions. Accordingly, it is possible that no shares of common stock will be distributed under these performance stock units.

  88. Outstanding Equity Awards at Fiscal Year-End

    | 2024 Proxy Statement | Northern Trust Corporation | 57 |

  89. Outstanding Equity Awards at Fiscal Year-End

    The following table lists the actual number of shares distributed to each named executive officer on February 20, 2024 with respect to performance stock units granted in 2021:

  90. Outstanding Equity Awards at Fiscal Year-End

    | Name | Shares | | Mr. O’Grady | 60,085 | | Mr. Tyler | 15,407 | | Mr. Cherecwich | 21,570 | | Mr. Fradkin | 22,890 | | Mr. Gamba | — |

  91. Outstanding Equity Awards at Fiscal Year-End

    (4) The market value of the performance stock units included in this column is based on a price of $84.38 per share (the closing market price of the Corporation’s common stock on December 29, 2023).

  92. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding exercises of stock options and vesting of stock awards for each named executive officer in 2023. The Corporation has not issued options to its named executive officers since 2017.

  93. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired On Vesting (#) | Value Realized On Vesting ($)(2) | | Mr. O’Grady | 28,469 | $1,295,482 | 63,859 | $6,024,136 | | Mr. Tyler | 2,491 | 110,590 | 8,052 | 761,556 | | Mr. Cherecwich | — | — | 23,478 | 2,214,814 | | Mr. Fradkin | — | — | 24,590 | 2,320,056 | | Mr. Gamba | — | — | — | — |

  94. Option Exercises and Stock Vested

    (1) The value realized on the exercise of stock options represents the pre-tax difference between the option exercise price and the fair market value of the common stock on the date of exercise. (2) The value realized on the distribution of stock units represents the number of stock units that vested multiplied by the fair market value of the common stock on the date of vesting.

  95. Pension Benefits

    Pension Benefits Information with respect to accrued benefits of each named executive officer under the Pension Plan and the Supplemental Pension Plan for each named executive officer as of December 31, 2023 is as follows.

  96. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | | Mr. O’Grady | Pension Plan | 12.4 | $159,554 | | | Supplemental Pension Plan | 12.4 | 1,318,207 | | Mr. Tyler | Pension Plan | 12.3 | 160,467 | | | Supplemental Pension Plan | 12.3 | 515,546 | | Mr. Cherecwich | Pension Plan | 16.5 | 226,451 | | | Supplemental Pension Plan | 16.5 | 1,146,320 | | Mr. Fradkin | Pension Plan | 35.0 | 1,831,750 | | | Supplemental Pension Plan | 35.0 | 7,831,295 | | Mr. Gamba | Pension Plan | 0.7 | 10,186 | | | Supplemental Pension Plan | 0.7 | 10,800 |

  97. Pension Benefits

    | 58 | 2024 Proxy Statement | Northern Trust Corporation |

  98. Pension Plan and Supplemental Pension Plan

    Pension Plan and Supplemental Pension Plan The Pension Plan is a tax-qualified defined benefit retirement plan that provides a retirement benefit as described below, which is subject to various limitations of the Internal Revenue Code and the Pension Plan. The Supplemental Pension Plan is a nonqualified defined benefit retirement plan that provides the portion of an employee’s benefit that cannot be paid under the Pension Plan due to Internal Revenue Code and Pension Plan limits. Eligibility and Vesting Eligible employees participate in the Pension Plan beginning the first day of the month following the completion of six months of vesting service. Employees with at least six months of vesting service who would have a portion of their benefit from the Pension Plan limited due to Internal Revenue Code or Pension Plan restrictions also participate in the Supplemental Pension Plan. A participant is eligible to receive a benefit under the Pension Plan and Supplemental Pension Plan after completing three years of vesting service. Benefit Formula—Traditional Formula Prior to April 1, 2012, the benefit for Mr. Fradkin was determined under the Pension Plan’s “Traditional Formula.” The normal retirement (age 65) benefit equals (i) 1.8% of the average of the participant’s highest sixty consecutive calendar months of eligible pay multiplied by the participant’s years of credited service (up to a maximum of thirty-five years) minus (ii) 0.5% multiplied by offset compensation equal to the lesser of the participant’s (a) Social Security covered compensation limit or (b) the average of the participant’s eligible pay for the three consecutive calendar years prior to retirement, with calendar year compensation not to exceed the Social Security taxable wage base in effect for a given calendar year, multiplied by the participant’s years of credited service (up to thirty-five years). Mr. Fradkin’s pre-April 1, 2012 Traditional Formula benefits will be based on credited service and average compensation calculated as of March 31, 2012, provided that his average compensation and offset compensation as of March 31, 2012, will be indexed at a rate of 1.5% per year for any period on and after April 1, 2012, during which he earns credited service under the Pension Plan. Benefit Formula—PEP Formula Effective June 1, 2001, the Pension Plan was amended to provide that benefits of all newly hired U.S. employees of the Corporation and its affiliates would be calculated under the Pension Plan’s “Pension Equity Plan (PEP) Formula.” Because Messrs. O’Grady, Tyler, Cherecwich, and Gamba commenced employment after such date, their benefits under the Pension Plan and Supplemental Pension Plan are calculated entirely under the PEP Formula. Effective April 1, 2012, the Pension Plan was further amended to provide that for credited service earned after March 31, 2012, all employees, including those who had previously elected the Traditional Formula, will accrue benefits pursuant to the revised PEP Formula described below. Accordingly, Mr. Fradkin will be entitled to an annual benefit equal to the sum of his accruals: (i) under the Traditional Formula for periods of credited service before April 1, 2012; and (ii) under the amended PEP Formula for his period of credited service after March 31, 2012. Under the PEP Formula, participants currently earn a 4% pension credit for each of their first ten credited years of service, increasing by one percentage point for the eleventh year of service and every fifth year thereafter until they have completed thirty-five years of service (after which no additional pension credit is earned). A participant’s PEP Formula lump sum amount is equal to the sum of his or her pension credits multiplied by the average of the participant’s highest sixty consecutive calendar months of eligible pay. A participant’s annual benefit under the PEP Formula is equal to a single life annuity commencing at age 65 that is the actuarial equivalent of his or her PEP Formula lump sum amount. The single life annuity is calculated using interest rate and mortality assumptions specified in the Pension Plan. Although the April 1, 2012 changes made to the Pension Plan are anticipated to moderate any future pension value increases, the present value of benefits under the Traditional Formula is sensitive to changes in interest rates. For financial reporting purposes, the applicable discount rate used with respect to the Pension Plan decreased from 5.22% at December 31, 2022, to 5.03% at December 31, 2023, and the applicable discount rate used with respect to the Supplemental Pension Plan decreased from 5.15% at December 31, 2022, to 4.95% at December 31, 2023, resulting in an increase in the present value of benefits under the Traditional Formula for Mr. Fradkin. Benefit Formula—Supplemental Pension Plan Benefits under the Supplemental Pension Plan are equal to benefits calculated under the Pension Plan without regard to Internal Revenue Code limits and including amounts deferred under the Northern Trust Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”) in eligible pay minus benefits calculated pursuant to the terms of the Pension Plan.

  99. Pension Plan and Supplemental Pension Plan

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  100. Pension Plan and Supplemental Pension Plan

    Eligible Pay For purposes of the Traditional Formula “eligible pay” means base salary (including any before-tax payroll deductions), shift differentials, overtime and certain types of performance-based incentive compensation, including cash, Northern Performance Incentives under the NPIP, compensation under the former Management Performance Plan, payments from the former Annual Performance Plan and the cash value of certain stock options. Cash incentives deferred under the Deferred Compensation Plan are not included in eligible pay under the Pension Plan but are included in eligible pay under the Supplemental Pension Plan. Prior to April 1, 2012, eligible pay was defined the same for the PEP Formula as for the Traditional Formula, except that eligible pay under the PEP Formula also included cash sales and technical incentives under the NPIP up to 50% of the participant’s prior year’s base pay. Effective April 1, 2012, eligible pay under the PEP Formula includes all cash incentives under the NPIP. 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 Fradkin 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. Form of Benefit Payment The normal form of benefit payment under the Pension Plan is (i) a single life annuity in the case of an unmarried participant or (ii) a 50% joint and survivor annuity in the case of a married participant. Optional forms of payment include a lump sum option, a 75% joint and survivor annuity, and under limited circumstances, a 100% joint and survivor annuity or level income option annuity. The normal form of benefit under the Supplemental Pension Plan is (i) a five-year certain annuity, payable to the participant in five annual installments, credited with interest pursuant to a formula set forth in the Supplemental Pension Plan or (ii) a single lump sum if the value of the Supplemental Pension Plan benefit is $125,000 or less. Assumptions The assumptions used in calculating the present value of the accumulated benefit are set forth in “Note 21—Employee Benefits” to the consolidated financial statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023.

  101. Pension Plan and Supplemental Pension Plan

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  102. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  103. Nonqualified Deferred Compensation

    | Name | Form of Deferred Compensation | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Balance at Last FYE ($)(4) | | Mr. O’Grady | Deferred Compensation Plan | $— | $— | $— | $— | | | Supplemental TIP | 40,200 | 20,100 | 48,289 | 632,455 | | | Deferred Stock Units | — | — | — | — | | Mr. Tyler | Deferred Compensation Plan | — | — | — | — | | | Supplemental TIP | 16,200 | 8,100 | 7,134 | 165,749 | | | Deferred Stock Units | — | — | — | — | | Mr. Cherecwich | Deferred Compensation Plan | — | — | — | — | | | Supplemental TIP | 20,700 | 10,350 | 115,691 | 662,387 | | | Deferred Stock Units | — | — | — | — | | Mr. Fradkin | Deferred Compensation Plan | — | — | 52,291 | 275,062 | | | Supplemental TIP | 20,700 | 10,350 | 383,705 | 2,066,461 | | | Deferred Stock Units | — | — | (77,626) | 1,593,685 | | Mr. Gamba | Deferred Compensation Plan | — | — | — | — | | | Supplemental TIP | — | — | — | — | | | Deferred Stock Units | — | — | — | — |

  104. Nonqualified Deferred Compensation

    (1) Amounts in this column also are included in each named executive officer’s compensation reported in the “Summary Compensation Table,” as “Salary.” (2) Amounts in this column also are included in each named executive officer’s “All Other Compensation” in the “Summary Compensation Table.” (3) The aggregate earnings in this column are not “above-market” and therefore are not included in the “Summary Compensation Table.” (4) All amounts representing executive or company contributions in this column have previously been included in each named executive officer’s compensation reported in the “Summary Compensation Table” to the extent that compensation data for each such officer, generally, has been included in such table.

  105. Supplemental TIP

    Supplemental TIP Supplemental TIP is a nonqualified defined contribution retirement plan that provides the portion of an employee’s benefit that cannot be paid under TIP due to the Internal Revenue Code’s limit on the amount of a participant’s compensation that can be taken into account in determining TIP benefits. Account information provided for Supplemental TIP also includes account balances in the Northern Trust Corporation Supplemental Employee Stock Ownership Plan, which was frozen effective January 1, 2005. Eligibility and Vesting An employee is eligible to participate in Supplemental TIP for any calendar year if he or she participates in TIP and as of the prior November 30 his or her base salary exceeded the Internal Revenue Code compensation limit. U.S. employees are eligible to participate in TIP and elect salary deferrals immediately upon their hire, and are eligible for employer matching contributions beginning the first day of the month following the completion of six months of vesting service. Each participant generally vests in the employer contributions under TIP and Supplemental TIP on a graduated basis of 20% per year over five years and is fully vested after completing five years of vesting service. Messrs. O’Grady, Tyler, Cherecwich and Fradkin participated in both plans in 2023 and are fully vested in their TIP and Supplemental TIP accounts. Mr. Gamba participated in TIP in 2023 but is not fully vested in his TIP account. Mr. Gamba did not participate in Supplemental TIP in 2023. Contributions Each participant must make an election prior to the beginning of a calendar year to contribute to Supplemental TIP a portion of his or her base salary that exceeds the Internal Revenue Code compensation limit. The Corporation makes a matching contribution under Supplemental TIP using the formula in TIP, which is 50% of the first 6% of deferred salary, for a maximum matching contribution of 3% of salary. Investments Each participant’s Supplemental TIP account is credited with earnings or losses based on various mutual fund investment alternatives made available under Supplemental TIP (which are generally similar to the investment alternatives available to participants under TIP), selected by the participant, and can be changed on a daily basis. Distributions No withdrawal or borrowing of Supplemental TIP assets is permitted during a participant’s employment. Distribution of the entire Supplemental TIP account balance generally is made to a participant within ninety days after the participant’s termination of employment. If the participant is deemed to be a “key employee,” as defined by the Internal Revenue Code, the portion of his or her Supplemental TIP account accruing after December 31, 2004 is distributed as a single lump sum following the six-month anniversary of the termination of employment.

  106. Potential Payments Upon Termination of Employment or a Change in Control of the Corporation

    Potential Payments Upon Termination of Employment or a Change in Control of the Corporation In addition to benefits to which the Corporation’s employees would be entitled upon a termination of employment generally, the Corporation provides certain additional benefits to eligible employees upon certain types of termination of employment, including a termination of employment involving a change in control of the Corporation. Described below are the benefits that the named executive officers would receive upon certain types of termination of employment, upon a change in control of the Corporation and upon a termination following a change in control of the Corporation.

  107. Potential Payments Upon Termination of Employment or a Change in Control of the Corporation

    | 62 | 2024 Proxy Statement | Northern Trust Corporation |

  108. CEO Pay Ratio

    CEO Pay Ratio The table below sets forth an estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees, other than the CEO, for the year ended December 31, 2023.

  109. CEO Pay Ratio

    | Annual total compensation of the CEO for 2023 | $10,174,760 | | Annual total compensation of the median employee for 2023 | $70,565 | | Ratio of annual total compensation of the CEO to the annual total compensation of the median employee for 2023 | 144:1 |

  110. CEO Pay Ratio

    Our median employee was identified as of October 1, 2023, using the total cash compensation paid to all full-time, part-time, seasonal, and temporary employees in all jurisdictions for the nine-month period ended September 30, 2023. The compensation of full-time employees hired in 2023 and of those for whom pay was reduced due to a voluntary leave of absence was annualized as permitted under the rules of the SEC. We did not use any other material assumptions, adjustments, or estimates in identifying the median employee. After identifying the median employee as described above, we calculated the annual total compensation of such employee using the same methodology used to calculate the compensation of our named executive officers in the Summary Compensation Table on page 54.

  111. CEO Pay Ratio

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  112. PAY VERSUS PERFORMANCE

    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 32 of this Proxy Statement.

  113. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation | Average Summary Compensation Table Total | Average Compensation Actually Paid to Other NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | Adjusted ROE (%)(6) | | | | Actually Paid to CEO ($)(2) | Compensation for Other NEOs ($)(3) | | Corporation TSR ($) | KBW Index TSR ($)(5) | | | | 2023 | $10,174,760 | $11,222,036 | $5,362,543 | $5,382,367 | $90.05 | $96.65 | $1,107 | 12.1 | | 2022 | 10,816,639 | 4,016,997 | 5,671,222 | 2,404,602 | 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 |

  114. PAY VERSUS PERFORMANCE

    (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 adjust ed a s shown in the table below. The fair value of equity awards was computed in accordance with the Corporation’s methodology used for financial reporting purposes.

  115. PAY VERSUS PERFORMANCE

    | | | 2023 | 2022 | 2021 | 2020 | | | Total Compensation as reported in the Summary Compensation Table | $10,174,760 | $10,816,639 | $10,449,233 | $9,189,814 | | Subtract | Change in pension values reported in the Summary Compensation Table for covered fiscal year | (138,719) | (289,639) | (144,932) | (202,180) | | Subtract | Fair value of equity awards granted during covered fiscal year | (8,500,150) | (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 | 117,127 | 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 | 7,698,144 | 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 | 103,534 | — | — | — | | 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 | 1,055,802 | 813,684 | 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 | 348,642 | (4,373,124) | 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 | 362,896 | (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 | $11,222,036 | $4,016,997 | $18,479,485 | $4,352,289 |

  116. PAY VERSUS PERFORMANCE

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  117. PAY VERSUS PERFORMANCE

    (3) For 2023, our other named executive officers were Messrs. Cherecwich, Fradkin , Gamba, and Tyler. For 2022, our other named executive officers were Messrs. Cherecwich, Fradkin, and Tyler, and Shundrawn Thomas and Alexandria 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 t he av erage of the total compensation reported for our other named executive officers in the Summary Compensation Table for the indicated covered year and adjusted as sho wn in the table below. The fair value of equity awards was computed in accordance with the Corporation’s methodology used for financial reporting purposes.

  118. PAY VERSUS PERFORMANCE

    | | | 2023 | 2022 | 2021 | 2020 | | | Total Compensation as reported in the Summary Compensation Table | $5,362,543 | $5,671,222 | $4,381,631 | $3,947,748 | | Subtract | Change in pension values reported in the Summary Compensation Table for covered fiscal year | (248,980) | (67,086) | (95,634) | (496,121) | | Subtract | Fair value of equity awards granted during covered fiscal year | (3,370,059) | (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 in the covered year | 34,619 | 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 | 3,127,618 | 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 | 18,777 | — | — | — | | 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 | 275,709 | 196,190 | 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 | 102,070 | (1,091,491) | 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 | 80,070 | (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 | $5,382,367 | $2,404,602 | $6,913,472 | $2,088,995 |

  119. PAY VERSUS PERFORMANCE

    (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 50 of this Proxy Statement.

  120. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table While the Corporation utilizes several performance measures to align executive compensation with Corporation performance, not all of those performance measures are presented in the Pay Versus Performance table set forth above. Moreover, the Corporation generally seeks to incentivize long-term performance, and therefore does not specifically align the Corporation’s compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) with Corporation performance for a particular year. In accordance with Item 402(v) of Regulation S-K, the Corporation is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Described below is the relationship between compensation actually paid to our CEO and the average of the compensation actually paid to our other named executive officers and the performance measures shown in the Pay Versus Performance table.

  121. Analysis of the Information Presented in the Pay Versus Performance Table

    | ● | 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 . Our TSR directly impacts the value of Compensation Actually Paid given the weight of equity compensation in our program. Declines in our TSR in 2020 and 2022 led to lower compensation actually paid amounts to our CEO and other named executive officers in those years. The increase in TSR in 2021 led to higher Compensation Actually Paid in that year, while the relatively flat TSR in 2023 resulted in compensation actually paid near the Summary Compensation Table amount. |

  122. Analysis of the Information Presented in the Pay Versus Performance Table

    | ● | 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 . For 2020 to 2023, the compensation actually paid to our CEO increased by 158% and the average of the compensation actually paid to the other named executive officers also increased by 158%, respectively, compared to a 8% decrease in our net income over the same period. Compensation actually paid was highest in 2021, as was net income. |

  123. Analysis of the Information Presented in the Pay Versus Performance Table

    | ● | 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 . For 2020 to 2023, the compensation paid to our CEO increased by 158% and the average of the compensation actually paid to the other named executive officers also increased by 158%, compared to a 90 basis point increase in our adjusted ROE from 11.2% for 2020 to 12.1% for 2023. |

  124. Analysis of the Information Presented in the Pay Versus Performance Table

    | ● | Relationship Between the Corporation’s TSR and the Peer Group TSR . Based on a $100 investment at the beginning of 2020, at the end of 2023 our TSR was -10% compared to the peer group TSR of -3%. |

  125. Analysis of the Information Presented in the Pay Versus Performance Table

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  126. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Human Capital and Compensation Committee is responsible for reviewing non-employee director compensation and making a recommendation with respect thereto to the Board. In doing so, the Committee works with its independent compensation consultant to periodically review non-employee director compensation data for the same peer group utilized by the Committee to inform its decision-making with respect to executive compensation and has access to such other resources as it deems appropriate. Under the current plan design, non-employee directors are compensated for their services with cash compensation and equity awards in the form of restricted stock units. Directors who are employees of the Corporation receive no additional compensation for serving on the Board or on any Board committee.

  127. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION As of December 31, 2023, all non-employee directors met or exceeded the stock ownership guidelines to which they were subject.

  128. Director Compensation Table

    Director Compensation Table The following table sets forth all compensation earned by each non-employee director of the Corporation in 2023.

  129. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Linda Walker Bynoe | $145,000 | $144,987 | $289,987 | | Susan Crown | 120,000 | 144,987 | 264,987 | | Dean M. Harrison | 170,027(2) | 144,987 | 315,014 | | Jay L. Henderson | 202,527(2) | 144,987 | 347,514 | | Marcy S. Klevorn | 165,000 | 144,987 | 309,987 | | Siddharth N. “Bobby” Mehta | 157,596(2) | 144,987 | 302,583 | | Jose Luis Prado | 110,000 | 144,987 | 254,987 | | Martin P. Slark | 110,000 | 144,987 | 254,987 | | David H. B. Smith, Jr. | 155,000 | 144,987 | 299,987 | | Donald Thompson | 145,000 | 144,987 | 289,987 | | Charles A. Tribbett III | 110,000 | 144,987 | 254,987 |

  130. Director Compensation Table

    (1) This column shows the grant date fair value of the stock awards for all non-employee directors in 2023, computed in accordance with FASB ASC Topic 718. See “Note 22—Share-Based Compensation Plans” to the consolidated financial statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions made by the Corporation in the valuation of these stock unit awards. As of December 31, 2023, each non-employee director serving on such date held 1,855 unvested stock units, which represents the stock unit award made by the Corporation in April 2023 described above. (2) Includes fees paid in cash for service on certain board committees of subsidiaries of the Corporation.

  131. Director Compensation Table

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