DEF 14A of Morningstar, Inc., Mar 28, 2025

DEF 14A of Morningstar, Inc.

Filed Mar 28, 2025 · FY20240001193125-25-067151

Open on EDGAR

  1. Robyn Koyner

    | 46 | Executive Compensation Tables | | 51 | CEO Pay Ratio | | 52 | Pay Versus Performance | | 56 | Equity Compensation Plan Information | | 57 | Proposal 2: Advisory Vote to Approve Executive Compensation | | 58 | Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | | 59 | Audit Committee Report | | 61 | Principal Accounting Firm Fees | | 62 | Certain Relationships and Related Party Transactions | | 63 | Shareholder Proposals or Nominations | | 64 | Communicating With Us and Obtaining Additional Information and Materials | | 65 | Questions and Answers About the Annual Meeting and the Proxy Materials | | A-1 | Appendix - Reconciliations |

  2. Director Nominee Summary

    Director Nominee Summary

  3. Director Nominee Summary

    | Name | Age | Director Since | Independent | Committee Memberships | | Joe Mansueto | 68 | 1984 | | None | | Kunal Kapoor | 49 | 2017 | | None | | Robin Diamonte | 60 | 2015 | • | Audit; NCGC | | Cheryl Francis | 71 | 2002 | • | Audit (Chair); Compensation | | Steve Joynt | 73 | 2019 | • | Compensation; NCGC | | Steve Kaplan | 65 | 1999 | • | Compensation (Chair); NCGC | | Gail Landis | 72 | 2013 | • | Audit; NCGC | | Bill Lyons | 69 | 2007 | • | Compensation; NCGC (Chair) | | Doniel Sutton | 51 | 2021 | • | Audit; Compensation | | Caroline Tsay | 43 | 2017 | • | Audit; NCGC |

  4. Director Nominee Skills and Qualifications

    Director Nominee Skills and Qualifications Morningstar strives to maintain a Board that possesses a combination of skills, professional experience, range of backgrounds, and tenure necessary to effectively oversee the Company’s business. Our business and the industry we operate in are dynamic and we offer a variety of products, solutions and services that serve a wide range of market participants. Accordingly, our NCGC reviews the composition and skill set of our Board members on a regular basis seeking to ensure that its members have the appropriate mix of skills and experience to advance Morningstar’s long-term strategy. The NCGC achieves this by evaluating each director and director nominee’s background, knowledge and experience and focuses on maintaining both shorter and longer tenured members on our Board, all of which can contribute to a rich dialogue representing a range of perspectives. Morningstar believes this assessment helps to create a balanced and effective Board with the goal of advancing Morningstar’s strategy and corporate governance practices. The NCGC considers nominations by shareholders using the same criteria.

  5. Board Skills Matrix

    Board Skills Matrix We believe that for the Board to effectively guide the Company to sustained, long-term success, it must be composed of individuals with skills in the many disciplines that strengthen our business. Our director nominees’ key attributes and experience are summarized below.

  6. Board Skills Matrix

    | Attributes/Experience | Joe Mansueto | Kunal Kapoor | Robin Diamonte | Cheryl Francis | Steve Joynt | Steve Kaplan | Gail Landis | Bill Lyons | Doniel Sutton | Caroline Tsay | | CEO/Leadership | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | Business Development and Operations | ● | ● | ● | ● | ● | ● | ● | ● | | ● | | Accounting, Finance and M&A | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Client Relations and Insights | ● | ● | ● | | ● | | ● | ● | | | | Governance and Regulatory Compliance | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Talent Management and Compensation | ● | ● | | ● | ● | ● | | ● | ● | ● | | Technology | ● | ● | | | | | | | ● | ● | | Industry Experience: | | | | | | | | | | | | Asset Management and Advisory | ● | ● | ● | ● | ● | | ● | ● | | | | Retirement | ● | ● | ● | ● | | | ● | ● | | | | Private Investments | ● | ● | | ● | ● | ● | ● | ● | | | | Credit Ratings | | ● | | | ● | | | ● | | |

  7. Board Skills Matrix

    | Proposal 1: Election of Directors | Board Composition | 12 |

  8. Board Skills Matrix

    The following table provides summary information about our director nominees. Directors are elected annually for a 1-year term by a majority of votes cast.

  9. Board Skills Matrix

    | | Joe Mansueto | Kunal Kapoor | Robin Diamonte | Cheryl Francis | Steve Joynt | Steve Kaplan | Gail Landis | Bill Lyons | Doniel Sutton | Caroline Tsay | | Tenure and Independence | | | | | | | | | | | | Tenure | 41 | 8 | 10 | 23 | 6 | 26 | 12 | 18 | 4 | 8 | | Independence | | | ● | ● | ● | ● | ● | ● | ● | ● | | Composition | | | | | | | | | | | | Audit Committee | | | | | | | | | | | | Compensation Committee | | | | | | | | | | | | Nominating and Corporate Governance Committee | | | | | | | | | | |

  10. Board Skills Matrix

    Executive Chairman Committee Chair Member

  11. Board Skills Matrix

    | 2025 Proxy Statement | 13 |

  12. Board Skills Matrix

    | Board Nominees | | The Board recommends a vote FOR each director nominee. |

  13. Board Skills Matrix

    The Board believes that the following nominees have the judgement, skills and experience to effectively oversee execution of our strategy and constructively challenge management’s performance.

  14. Board Skills Matrix

    | | Joe Mansueto Joe Mansueto founded Morningstar in 1984 and became executive chairman in 2017. He has served as chairman since our Company’s inception and as chief executive officer from 1984 to 1996 and from 2000 to 2017. Joe oversaw the Company’s international expansion, growth into new businesses, and development of its valuable intellectual property used throughout the financial industry. Joe is the owner and chairman of Chicago Fire FC, an American professional soccer franchise, as well as a significant investor in several media companies, real estate properties and other ventures. Joe has received several awards for his leadership and influence including from InvestmentNews, MutualFundWire, SmartMoney, and the Tiburon CEO Summit. | | | Age 68 | Qualifications • Founder and largest shareholder of the Company, with knowledge of all aspects of the business and the financial information industry. • Commitment to research integrity and independence. | Education • Master’s degree in business administration from The University of Chicago Booth School of Business. • Bachelor’s degree in business administration from The University of Chicago. | | Director Since: 1984 | | | | Board Committees: None | | |

  15. Board Skills Matrix

    | | Kunal Kapoor Kunal Kapoor became CEO of Morningstar in 2017. Prior to that, he served as president from 2015 to 2017, responsible for product development and innovation, sales and marketing, and driving strategic prioritization across the firm. Before becoming president Kunal was head of global products and client solutions. Since joining Morningstar in 1997, Kunal has also held leadership roles in a number of our divisions, including Data, as well as leadership roles in our research group. He is a member of the board of directors of Wealth Enhancement Group, a privately-owned independent wealth management firm, a member of the Council on Chicago Booth and serves on the boards of several Chicago-based non-profit organizations. | | | Age 49 | Qualifications • Leadership roles in many of Morningstar’s businesses during a 28-year tenure at the Company. • Uniquely able to advise the Board on the opportunities and challenges of managing the Company and its strategy for growth, as well as its day-to-day operations and risks. | Education • Master’s degree in business administration from The University of Chicago Booth School of Business. • Bachelor’s degree in economics and environmental policy from Monmouth College. • Chartered Financial Analyst. | | Director Since: 2017 | | | | Board Committees: None | | |

  16. Board Skills Matrix

    | Proposal 1: Election of Directors | Board Nominees | 14 |

  17. Board Skills Matrix

    | | Robin Diamonte Robin Diamonte was appointed to the Board in December 2015. She is the chief investment officer of RTX Corp., the aerospace defense company formed in 2020 from the merger of Raytheon Corporation and the United Technologies Corporation aerospace business. Robin had been vice president and chief investment officer at United Technologies Corporation since 2004. Before joining United Technologies Corporation, she held several positions during her 13-year tenure at Verizon Investment Management Corporation, the asset management arm of Verizon Communications Inc., rising from research analyst to managing director. In 2013, Robin was appointed by President Obama and served as a member and chair of the Advisory Committee for the Pension Benefit Guaranty Corporation for six years. Robin currently serves on the board for the Committee on Investment of Employee Benefit Assets (CIEBA), representing more than 100 of the country’s largest private sector retirement funds on fiduciary and investment issues in Washington. In 2023, she received a Lifetime achievement award from With Intelligence, was named one of Pension and Investments Most Influential Woman in Investing, was inducted into the Chief Investment Officer Hall of Fame in 2024, and is on the Power 100 list of CIO allocators. | | | Age 60 | Qualifications • Extensive experience in the retirement industry as a chief investment officer overseeing over $115 billion in global retirement assets. • Unique perspective as a customer of Morningstar products and research for over 25 years since she first started as an investment analyst with Verizon in 1994. | Education • Master’s degree in business administration from the University of New Haven. • Bachelor’s degree in electrical engineering from the University of New Haven. | | Director Since: 2015 | | | | Board Committees: • Audit • NCGC | | |

  18. Board Skills Matrix

    | | Cheryl Francis Cheryl Francis was elected to the Board in July 2002. She has been co-chair of Corporate Leadership Center, a not-for-profit organization focused on developing tomorrow’s business leaders, since August 2008, and was vice-chair from October 2002 to August 2008. She has been an independent business and financial advisor since 2000. From 1995 to 2000, she served as executive vice president and chief financial officer of R.R. Donnelley & Sons Company, a print media company. Prior to her role at R.R. Donnelley, Cheryl held several positions on the management team of FMC Corporation including corporate treasurer, and served as chief financial officer of FMC Gold, a public company. Cheryl was an adjunct professor for the University of Chicago Graduate School of Business from 1991 to 1993. She currently serves as a member of the board of directors of HNI Corporation and Aon plc. | | | Age 71 | Qualifications • Valuable perspective as an independent business and financial advisor and previously CFO of a public company. • Runs a leadership organization that engages with senior executives, CEOs, and leading academics on current business topics. • Currently serves on two other public company boards and prior public company board experience. | Education • Master’s degree in business administration from The University of Chicago Booth School of Business. • Bachelor’s degree from Cornell University. | | Director Since: 2002 | | | | Board Committees: • Audit (Chair) • Compensation | | |

  19. Board Skills Matrix

    | 2025 Proxy Statement | 15 |

  20. Board Skills Matrix

    | | Steve Joynt Steve Joynt was appointed to the Board in December 2019. He served as chief executive officer of DBRS, the global credit ratings agency acquired by Morningstar, from 2016 to 2019. Prior to that, he spent more than 20 years at the global credit ratings agency Fitch Group in a variety of roles, including as chief executive officer from 2002 to 2012. Earlier in his career, Steve spent 12 years at Standard & Poor’s in a variety of analytical roles, culminating in the role of managing director of U.S. structured finance. | | | Age 73 | Qualifications • Over 40 years in leadership roles in the credit ratings industry, with excellent understanding of fixed income securities, including sovereign, corporate, asset backed, and structured credits. • Valuable operating experience as CEO of a regulated company. | Education • Bachelor’s degree in business administration from the University of Arizona. | | Director Since: 2019 | | | | Board Committees: • Compensation • NCGC | | |

  21. Board Skills Matrix

    | | Steve Kaplan Steve Kaplan served as a member of our advisory board beginning in 1998 and was elected to the Board in August 1999. Since 1988, he has been a professor at The University of Chicago Booth School of Business where he currently is the Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance and the Kessenich E.P. Faculty Director at the Polsky Center for Entrepreneurship and Innovation. Steve serves as a research associate at the National Bureau of Economic Research. Having previously served on the boards of directors of public and private companies, Steve has experience developing and advising executive talent. Steve currently sits on the investment committee of NextGen Growth Partners, a private equity firm that partners with entrepreneurial talent to invest in, operate and grow lower middle market business and serves as a director of Illinois Venture Capital Association. | | | Age 65 | Qualifications • Extensive background on issues in private equity, venture capital, entrepreneurial finance, corporate governance, executive talent, and corporate finance. • Guidance and analysis of both organic growth opportunities and potential acquisitions. • Prior public and private company board experience. | Education • Ph.D. in business economics from Harvard University. • Bachelor’s degree in applied mathematics and economics from Harvard College. | | Director Since: 1999 | | | | Board Committees: • Compensation (Chair) • NCGC | | |

  22. Board Skills Matrix

    | Proposal 1: Election of Directors | Board Nominees | 16 |

  23. Board Skills Matrix

    | | Gail Landis Gail Landis was elected to the Board in May 2013. She was a founding partner of Evercore Asset Management, LLC, an institutional asset management firm, and served as managing principal from 2005 until her retirement in December 2011. From 2003 to 2005, she served as head of distribution for the Americas for Credit Suisse Asset Management, the asset management division of Credit Suisse AG. In her long career in active investment management at Sanford C. Bernstein & Co., Inc. and its successor company AllianceBernstein L.P. between 1981 and 2002, she served in a broad array of roles as an equity analyst, senior portfolio manager, and business leader. Gail remains active in the investment community serving on several investment committees, including as the chair of the investment committee of the Wood River Women’s Foundation and as a member of the investment committee of St. Mark’s School of Southborough. Gail also serves on the board of Tamizdat Project, Inc. | | | Age 72 | Qualifications • Over 30 years of experience as an investment management executive, with an excellent understanding of the marketing and business development needs of institutional investors. • Keen awareness of the investing needs of advisers, and the clients they serve, through dynamic market environments. | Education • Master’s degree in business administration from New York University’s Stern School of Business. • Bachelor’s degree in East Asian studies from Boston University. • Bachelor’s degree in Russian and East Central European studies from Hunter College. | | Director Since: 2013 | | | | Board Committees: • Audit • NCGC | | |

  24. Board Skills Matrix

    | | Bill Lyons Bill Lyons was appointed to the Board in September 2007. He served as president and chief executive officer of American Century Companies, Inc., an investment management company, from September 2000 until his retirement in March 2007. From 1987 to 2000, he served in other capacities at American Century Companies, Inc., including as general counsel, chief operating officer, and president. During his time at American Century, he served on the board of the Investment Company Institute in Washington, D.C. and was appointed to several special task forces that developed best practices for mutual fund governance. He is active in civic and non-profit organizations in the greater Kansas City area, including current service on four non-profit boards and five investment committees overseeing endowment and foundation assets. He previously served as a member of the board of directors of NIC, Inc. and The Nasdaq Stock Market, LLC. | | | Age 69 | Qualifications • Extensive experience in the mutual fund industry with unique insights and a keen perspective on our customers’ priorities and challenges. • Business acumen and corporate governance mindset as the former chief executive officer of a private investment management company. Extensive experience in active investment management and investment process oversight. | Education • Juris doctor degree from Northwestern University School of Law. • Bachelor’s degree in history from Yale University. | | Director Since: 2007 | | | | Board Committees: • Compensation • NCGC (Chair) | | |

  25. Board Skills Matrix

    | 2025 Proxy Statement | 17 |

  26. Board Skills Matrix

    | | Doniel Sutton Doniel Sutton was elected to the Board in May 2021. She has been chief people officer of Pinterest, Inc. an image sharing and social media platform, since February 2024. From August 2022 to October 2023, she served as chief people officer at Alteryx, a company that provides data analytics software. From September 2020 to July 2022, Doniel served as chief people officer at Fastly, Inc., a leading global provider of edge cloud platform services. From March 2017 to April 2019, she served as Senior Vice President, Head of People at PayPal Holdings Inc., a global payments and technology company, and worked in other leadership capacities within the human resources group during her seven-year tenure at the company. From August 1997 to September 2011, she held a variety of senior human resource leadership positions with Prudential Financial, Bank of America Corporation and Honeywell International. Doniel currently serves as a member of the board of directors of Ross Stores, Inc., and is a member of the board of trustees of Justice and Joy National Collaborative. | | | Age 51 | Qualifications • Wealth of experience in human capital management and culture, global business expansions and large-scale mergers, acquisitions, and business integrations. • Experience in rapidly growing technology companies providing insights into strategies supporting innovation, scale, and growth. • Currently serves on the board of another public company. | Education • Master’s degree in business administration in human resources management from the University of Illinois at Urbana-Champaign. • Bachelor’s degree in finance from the University of Illinois at Urbana-Champaign. | | Director Since: 2021 | | | | Board Committees: • Audit • Compensation | | |

  27. Board Skills Matrix

    | | Caroline Tsay Caroline Tsay was elected to the Board in May 2017. She served as chief executive officer of Compute Software, Inc., an enterprise cloud infrastructure software company, from January 2017 to November 2022. From March 2013 to December 2016, she served as vice president and general manager of software at Hewlett Packard Enterprise Company, an information technology company. From April 2007 to March 2013, she held several product leadership positions across the consumer search, e-commerce, and advertising businesses at Yahoo! Inc., a digital media company. Caroline remains active in the technology industry as an investor in venture capital funds and serves as an advisor to venture capital backed companies. Caroline currently serves on the board of directors of The Coca-Cola Company, and formerly served as a member of the board of directors of Rosetta Stone Inc. and Travelzoo Inc. | | | Age 43 | Qualifications • Background in technology as well as significant leadership and management experience. • Expertise in the areas of consumer internet and enterprise software product development, engineering, marketing, and sales, providing insight relevant to organic and inorganic growth. • Currently serves on the board of another public company and prior public company board experience. | Education • Master’s degree in management science and engineering from Stanford University. • Bachelor’s degree in computer science from Stanford University. | | Director Since: 2017 | | | | Board Committees: • Audit • NCGC | | |

  28. Board Skills Matrix

    | Corporate Governance | Corporate Governance Guidelines | 18 |

  29. Board Skills Matrix

    Corporate Governance

  30. Board’s Role in Risk Oversight

    | Corporate Governance | Director Compensation | 30 |

  31. Risk Considerations in Our Compensation Program

    | • | the mixture of cash and equity-based compensation encourages an appropriate balance between short-term and long-term risk; |

  32. Risk Considerations in Our Compensation Program

    | • | multi-year vesting of equity awards encourages employees to focus on the long-term operational and financial performance of the Company; and |

  33. Risk Considerations in Our Compensation Program

    | • | the use of stock ownership requirements for our executive officers not only aligns their interests with shareholders but also discourages a short-term focus. |

  34. Director Compensation

    Director Compensation The Board establishes non-employee director compensation based on the recommendation of the Compensation Committee. Directors who are also our employees do not receive any additional compensation for serving on the Board or attending Board meetings. Our non-employee directors receive a combination of cash and equity-based compensation. Our non-employee director compensation program did not change as compared to 2023, other than an increase in the annual equity retainer from $165,000 to $190,000, which was made after considering relevant market practices.

  35. Equity-Based Compensation

    Equity-Based Compensation In 2024, each of our non-employee directors received an annual grant of restricted stock units (RSUs) with a value of approximately $190,000 at grant that vest over a period of three years, subject to the director’s continued service through the applicable vesting date. In their first year of service on the Board, new non-employee directors receive an initial grant of RSUs with a value of approximately $250,000 at grant, also vesting over a period of three years, subject to the director’s continued service through the applicable vesting date.

  36. 2024 Directors’ Compensation

    | | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Robin Diamonte | $60,000 | $189,949 | $249,949 | | Cheryl Francis | 85,000 | 189,949 | 274,949 | | Steve Joynt | 60,000 | 189,949 | 249,949 | | Steve Kaplan | 75,000 | 189,949 | 264,949 | | Gail Landis | 65,000 | 189,949 | 254,949 | | Bill Lyons | 75,000 | 189,949 | 264,949 | | Doniel Sutton | 60,000 | 189,949 | 249,949 | | Caroline Tsay | 60,000 | 189,949 | 249,949 |

  37. 2024 Directors’ Compensation

    (1) As required by relevant SEC rules, the amounts represent the aggregate grant date fair value for RSU awards granted in 2024 as determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. See Note 14 of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts. As of December 31, 2024, our non-employee directors each held 1,445 unvested RSUs. Stock awards when granted are rounded down to the nearest whole share.

  38. 2024 Compensation Program Enhancements

    | • | Annual Incentives: Changed the profit metric used in the calculation of our annual incentive from Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) to AOI. The Adjusted Revenue metric remained for 2024. |

  39. 2024 Compensation Program Enhancements

    | • | Changed the weighting of financial performance in the calculation of our Chief Revenue Officer’s annual incentive from 67% Adjusted Revenue and 33% Adjusted EBITDA to 50% Adjusted Revenue and 50% AOI to align with the weighting applicable to the other NEOs. |

  40. 2024 Compensation Program Enhancements

    | • | Equity Compensation: Replaced the Adjusted Revenue “kicker” or modifier feature on the MSUs tied to Adjusted Revenue outperformance with a separate, stand-alone equity vehicle based on three-year outperformance on AOI (called stretch performance stock units or stretch PSUs). |

  41. 2024 Compensation Program Enhancements

    | • | AOI under the stretch PSUs is measured against rigorous three-year financial goals. |

  42. 2024 Compensation Program Enhancements

    | • | The stretch PSUs are only earned if AOI exceeds long-term performance targets that are intended to be very challenging to achieve and accelerate value creation for our shareholders. |

  43. Our Compensation Philosophy Guides Our Compensation Program Design

    | • | Believes that variable pay in the form of cash and equity incentives should make up a significant majority of total target compensation, and incentive compensation should increase as a percentage of total compensation as members of our management team take on more responsibility at Morningstar. Our compensation program is designed to reward each member of our management team based on their overall contribution to the Company and for the achievement of goals deemed most relevant to their specific role or particular product area managed. |

  44. Our Compensation Philosophy Guides Our Compensation Program Design

    | • | Ties executive compensation to short- and long-term value creation, as measured by increases in annual Adjusted Revenue and AOI in the Corporate Incentive Plan, and three-year TSR and AOI in the equity incentive program pursuant to our 2021 Plan. Our equity incentive program, combined with our stock ownership requirements for our executive officers and directors, is designed to align interests with shareholders over the long-term. Following review of peer group and other market data and evaluating the performance of our executives, the Compensation Committee bases its decisions about an executive’s compensation on its assessment of that executive’s performance and contribution toward enhancing the intrinsic value of our Company and its product areas. |

  45. Our Compensation Philosophy Guides Our Compensation Program Design

    | • | Benchmarks total compensation of our executives against the market using companies of similar size and operating in a similar business. The Compensation Committee does not target specific compensation levels based on this review but considers this helpful information to obtain a general understanding of current compensation practices and trends. |

  46. 2024 Peer Group and Market Data

    2024 Peer Group and Market Data In May 2023, for purposes of evaluating 2024 compensation, the Compensation Committee approved the peer group below, which did not change from the prior year. When establishing the peer group, the Compensation Committee considered the following factors: each company’s size relative to Morningstar; relevant lines of business in relation to Morningstar; talent competitors; and being identified as a peer of other existing Morningstar peers.

  47. 2024 Peer Group and Market Data

    | • AssetMark Financial Holdings, Inc. | • Focus Financial Partners | | • Broadridge Financial Solutions, Inc. | • MarketAxess Holdings, Inc. | | • CBOE Holdings, Inc. | • Moody’s Corporation | | • Envestnet, Inc. | • MSCI Inc. | | • FactSet Research Systems, Inc. | • SEI Investments Company | | • Fair Isaac Corporation • Federated Hermes, Inc. | • SS&C Technologies Holdings, Inc • Verisk Analytics, Inc. |

  48. 2024 Peer Group and Market Data

    For 2025, Focus Financial Partners was removed from the peer group (taken private in 2023) and Tradeweb Markets, Inc. and LPL Financial Holdings, Inc., were added. The Compensation Committee also reviewed published compensation survey data provided by Aon. The survey provides information about compensation levels and practices at financial services and technology companies. When reviewing data from published surveys, the Compensation Committee focuses on information specific to companies of Morningstar’s size. For purposes of this Compensation Discussion and Analysis, we refer to the compensation data for the peer group and surveys as “market data.”

  49. Elements of Our Executive Compensation Program

    Elements of Our Executive Compensation Program Our executive compensation program consists of annual base salary, annual incentives, and equity compensation (RSUs, MSUs and stretch PSUs). The Compensation Committee believes that its current compensation program aligns our executives’ interests with our shareholders by striking an appropriate balance between short-term and long-term incentives and operational performance and long-term value creation. In addition, in evaluating compensation adjustments, the Compensation Committee considers each NEO relative to the market data.

  50. Base Salary

    Annual Incentives: Our annual incentives are governed by the Corporate Incentive Plan and reward participants for meeting and exceeding annual performance goals approved by the Compensation Committee. As noted above, Joe Mansueto does not participate in the Corporate Incentive Plan. The annual incentives are based on a financial performance factor, which is based on two equally-weighted financial performance goals (Adjusted Revenue and AOI), and an individual performance factor. All or a portion of the annual incentive payout related to individual performance may be delivered in RSUs. The RSUs delivered as part of the bonus generally cliff vest based on continued service for 18 months, or 12 months for the CEO who receives all of the individual performance factor in the form of RSUs, bolstering long-term alignment with our shareholders. The chart below shows the formula for annual incentive payouts. 2024 Annual Incentive Targets and Payout Determinations: In December 2023, the Compensation Committee approved the 2024 annual incentive targets for Kunal Kapoor, Jason Dubinsky and Danny Dunn, as shown below. The 2024 annual incentive targets for Jason Dubinsky and Danny Dunn were increased compared to 2023 to address the competitiveness of their total compensation versus market data.

  51. Base Salary

    | | 2023 Annual Incentive Target | 2024 Annual Incentive Target | Increase | | Kunal Kapoor | $1,675,000 | $1,675,000 | 0.0% | | Jason Dubinsky | $650,000 | $682,500 | 5.0% | | Danny Dunn | $400,000 | $460,000 | 15.0% |

  52. Base Salary

    (1) See reconciliation tables in the appendix to this proxy statement. Each executive’s annual incentive target is multiplied by the financial performance factor funding above and the individual performance factor funding, as described in more detail below, to arrive at the final bonus amount. 2024 Individual Performance Factor Funding: The Compensation Committee reviewed Kunal Kapoor’s performance, Kunal’s evaluation of Danny Dunn’s contributions to key Company initiatives, and each individual’s broader impact on the growth of the business. The discussion below describes each NEO’s key goals, how the Compensation Committee evaluated performance against those goals, and the factors affecting the individual performance factors each of our NEOs received in 2024. Jason Dubinsky’s annual incentive was determined based entirely on the corporate funding factor pursuant to the terms of his separation agreement. Please see the “Employment Agreements and Change in Control and Termination Arrangements” section for further information.

  53. Base Salary

    2024 Annual Incentive Payouts: The table below shows the annual incentives earned for each participating NEO based on the financial performance factors and individual performance factors described above.

  54. Base Salary

    | | 2024 Annual Incentive Target | 2024 Financial Performance Factor | 2024 Individual Performance Factor | 2024 Annual Incentive Payout | Portion Delivered in Cash | Portion Delivered in RSUs | | Kunal Kapoor | $1,675,000 | 113.2% | 120% | $2,275,320 | $1,896,100 | $379,220 | | Jason Dubinsky(1) | 682,500 | 113.2% | 100% | 772,590 | 772,590 | — | | Danny Dunn | 460,000 | 113.2% | 100% | 520,720 | 520,720 | — |

  55. Equity Compensation

    Equity Compensation Equity awards that vest over time are an important part of how we reward our NEOs. We pay a meaningful portion of NEO compensation in the form of equity awards to help align the economic interests of our NEOs with those of our shareholders. We believe it is important for our leaders to have a long-term stake in the success of the business. Our NEOs are granted equity awards under the 2021 Plan. As noted above, Joe Mansueto does not participate in the 2021 Plan. In 2024, we granted RSUs, MSUs, and stretch PSUs to our NEOs other than Joe Mansueto. The RSUs are weighted 25% of our annual equity award mix and the MSUs are weighted 75%, which was unchanged from 2023. RSUs are granted to our participating NEOs in May, while the MSUs are granted twice during the year (one-half in May and one-half in November) to minimize the potential effect of short-term stock price volatility on the awards. Beginning in 2024, we introduced a new equity vehicle, the stretch PSUs, granted in May to our participating NEOs. The stretch PSUs are granted with performance goals that are designed to be extremely challenging in order to receive any vesting. Given the attainment of the goals was not deemed probable as of the date of grant, there is no grant date fair value associated with these awards for accounting purposes that is recognized or disclosed for financial reporting purposes or in the 2024 Summary Compensation Table. Further, when considering the target equity mix granted to each of the NEOs, we do not factor in any value associated with the stretch PSUs given that the achievement of the performance goals are not deemed probable at the time of grant. Aligned with the RSUs, the stretch PSUs are granted once per year in May. In December 2023, the Compensation Committee approved the 2024 equity targets for our participating NEOs, as shown below. In the case of Kunal Kapoor, the Compensation Committee elected to deliver his entire increase in annual compensation in the form of equity awards to further align his compensation with the interests of our shareholders.

  56. Equity Compensation

    | | 2023 Annual Equity Target | 2024 Annual Equity Target | Increase | | Kunal Kapoor | $5,200,000 | $5,440,000 | 4.6% | | Jason Dubinsky | $1,600,000 | $1,650,000 | 3.1% | | Danny Dunn | $1,200,000 | $1,380,000 | 15.0% |

  57. Equity Compensation

    Restricted Stock Units: In 2024, the Compensation Committee granted RSUs to our participating NEOs that vest in four equal annual installments commencing on the first anniversary of the grant date and subject to their continued employment through the applicable vesting date. The table below shows the approximate value approved for RSUs granted to each NEO in 2023 and 2024.

  58. Equity Compensation

    | | Approximate Value of 2023 RSUs | Approximate Value of 2024 RSUs | | Kunal Kapoor | $1,300,000 | $1,360,000 | | Jason Dubinsky | 400,000 | 412,500 | | Danny Dunn | 300,000 | 345,000 |

  59. Equity Compensation

    Market Stock Units: In 2024, the Compensation Committee granted MSUs to our NEOs that vest three years from the grant date depending on our TSR performance over that three-year performance period. Beginning with the 2024 grants, the Adjusted Revenue “kicker” or modifier for outperformance that applied to MSU grants in previous years was removed and replaced with a separate equity award, the stretch PSUs, which are described in more detail below. Consistent with our past practices, the Compensation Committee granted one-half of the 2024 targeted MSU value on May 15, 2024, and the other half on November 15, 2024 in order to reduce the potential effect of short-term stock price volatility on the awards. The table below shows the targeted value of MSUs granted to NEOs in 2023 and 2024.

  60. Equity Compensation

    | | Approximate Target Value of 2023 MSUs | Approximate Target Value of 2024 MSUs | | Kunal Kapoor | $3,900,000 | $4,080,000 | | Jason Dubinsky | 1,200,000 | 1,237,500 | | Danny Dunn | 900,000 | 1,035,000 |

  61. Equity Compensation

    | Compensation Discussion and Analysis | 42 |

  62. Equity Compensation

    The vesting for TSR performance and related payouts are described below. Payouts are interpolated between threshold and target and target and maximum.

  63. Equity Compensation

    | Performance Level | Shares Earned as a Percentage of Target Market Stock Units | | Threshold TSR | 0% vesting if TSR is negative 13.33% | | Target TSR | 100% vesting if TSR is 20% | | Maximum TSR | 200% vesting if TSR is 70% |

  64. Equity Compensation

    Stretch PSUs: In 2024, the Compensation Committee introduced a new equity vehicle as part of the ongoing equity program — the stretch PSUs. The Compensation Committee designed the stretch PSUs to only reward AOI outperformance. The stretch PSUs are granted with performance goals that are designed to be extremely challenging and drive outcomes to accelerate value creation for our shareholders in order to receive any vesting. For accounting purposes, because the attainment of the goals was not deemed probable as of the date of grant, there is no accounting or economic value that is recognized or disclosed for financial reporting purposes or in the 2024 Summary Compensation Table. The stretch PSUs have a three-year performance period from January 1, 2024 through December 31, 2026 and cliff vest at the end of the three-year performance period if earned. The stretch PSUs are intended to further support our long-term strategy and reflect that AOI outperformance goals, if achieved, will result in significant value creation for our shareholders.

  65. Equity Compensation

    | Performance Level | Payout Level(1) | | 100% of Target AOI Goal | 0% vesting if achieved | | 112.5% of Target AOI Goal | 100% vesting if achieved(2) | | 125% of Target AOI Goal | 200% of base amount vesting if achieved |

  66. Equity Compensation

    (1) Payouts are interpolated between points. (2) Number of shares vesting at this performance level is considered the base amount. Payouts Under Prior Grants: On May 15, 2021 and November 15, 2021, the Compensation Committee granted MSUs to each of our NEOs (other than Joe Mansueto). Under the terms of the May 2021 and November 2021 MSU awards granted, we measured Morningstar’s TSR over a three-year performance period beginning on each of May 15, 2021 and November 15, 2021, respectively, compared with the payout scale for each grant. The 2021 MSUs were also subject to a revenue kicker, pursuant to which the payouts in respect of such awards could be increased depending on our Adjusted Revenue over the three-year performance period. For the 2021 MSUs, the three-year Adjusted Revenue growth target was exceeded, resulting in an increase to the underlying MSU payouts, as described below. The tables below disclose the payout scale, actual TSR and Adjusted Revenue results and the resulting MSUs earned as a percentage of target by each of our NEOs. May 2021 Market Stock Units:

  67. Equity Compensation

    | Performance Level | Shares Earned as a Percentage of Target Market Stock Units | | Threshold TSR | 0% vesting if TSR is negative 13.33% | | Target TSR | 100% vesting if TSR is 20% | | Maximum TSR | 150% vesting if TSR is 45% | | Revenue Kicker | 100% - 200% modifier based on results compared to 3-year Adjusted Revenue CAGR targets for time period of 2021 - 2023 | | Actual MSUs vested based on TSR and Adjusted Revenue Performance | 106.0% of target MSUs vested. 98.8% of target MSUs vested based on actual TSR of 19.6%. Modified by Revenue Kicker of 107.3% based on Adjusted Revenue achievement of $1.970 million, reflecting a CAGR of 12.0% compared to a target of 11.2% for the time period of 2021 - 2023. |

  68. Equity Compensation

    | 2025 Proxy Statement | 43 |

  69. Equity Compensation

    November 2021 Market Stock Units:

  70. Equity Compensation

    | Performance Level | Shares Earned as a Percentage of Target Market Stock Units | | Threshold TSR | 0% vesting if TSR is a negative 13.33% | | Target TSR | 100% vesting if TSR is 20% | | Maximum TSR | 200% vesting if TSR is 70% | | Revenue Kicker | 100% - 150% modifier based on results compared to 3-year Adjusted Revenue compounded annual growth (CAGR) for time period of 2021 - 2023 | | Actual MSUs vested based on TSR and Adjusted Revenue Performance | 82.5% of target MSUs vested. 79.6% of target MSUs vested based on actual TSR of 13.2%. Modified by Revenue Kicker of 103.7% based on Adjusted Revenue achievement of $1.970 million, reflecting a CAGR of 12.0% compared to a target of 11.2% for the time period of 2021 - 2023. |

  71. Employment Agreements and Change in Control and Termination Arrangements

    Employment Agreements and Change in Control and Termination Arrangements We do not have employment agreements or change in control agreements with any of our executive officers. However, we recognize that it may be appropriate to enter into employment or separation arrangements we deem appropriate and aligned with the interests of the Company. Jason Dubinsky’s last day of employment as Morningstar’s Chief Financial Officer was December 31, 2024. After that date he entered into a consulting arrangement with the Company which ended in March 2025, and pursuant to which he received a stipend totaling $682,500 in the aggregate. The Compensation Committee determined it was appropriate to approve separation payments to Jason Dubinsky to support a smooth leadership transition. Accordingly, on December 3, 2024, he entered into an agreement with the Company (the “Separation Agreement”) pursuant to which, in consideration for a customary waiver and release of claims against the Company and its affiliates and compliance with certain post-employment restrictive covenants, he became entitled to receive his 2024 annual incentive award, determined based on the actual financial performance factor funding rate for 2024 and without an adjustment for the individual funding factor ($682,500), a one-time payment equal to his annual base salary for 2024 ($475,000), and payment of the employer portion of the premiums required to continue his healthcare coverage for up to twelve months following his separation ($24,428). In addition, his equity awards vested or will continue to vest as if he remained employed on each applicable vesting date ($5,553,846, estimated value based on the Company’s closing share price as of December 31, 2024 assuming all performance conditions have been achieved at target). Additional information on Jason’s outstanding equity awards is set forth in the 2024 Outstanding Equity Awards at Fiscal Year-End table. The Compensation Committee considered several factors in determining the Separation Agreement terms, including (i) prior terms agreed between the Company and its executive officers upon departure, (ii) competitive market practices and (iii) the benefit to the Company and its shareholders to secure a release of claims and commitment with respect to restrictive covenants relating to non-solicitation of customers and employees and confidentiality, among others. In order to allow for consistent treatment of compensation payable to executives upon departure from the Company, the Compensation Committee anticipates taking steps to develop a standardized separation policy applicable to executive officers and certain other members of the executive leadership team. Certain of our equity award agreements include accelerated vesting provisions in the event of death, disability or a qualifying termination of employment without cause. In addition, if there is a change in control of Morningstar, the Board retains discretion to vest or make exercisable, as the case may be, unvested or not yet exercisable awards granted under the 2021 Plan. The following events constitute a change in control within the meaning of the 2021 Plan: the acquisition by a person or entity of more than 50% of Morningstar’s common stock, other than by Joe Mansueto, his wife, children, or any trustee or custodian on their behalf; a merger, consolidation, or statutory share exchange involving Morningstar, unless shareholders receive more than 60% of the stock of the surviving company or the parent company; a liquidation or dissolution of Morningstar; or a sale of substantially all of Morningstar’s assets. Please see the “Potential Payments Upon Termination or Change in Control” section for further information regarding the value of each NEO’s outstanding equity awards in the event of qualifying termination events.

  72. Independent Compensation Consultants

    Independent Compensation Consultants Our Compensation Committee engages Pay Governance as its independent consultant. In 2024, Pay Governance advised on various executive compensation matters, including NEO compensation and incentive plan design. The Compensation Committee reviewed the independence of Pay Governance under Nasdaq and SEC rules and concluded that the work of the compensation consultant did not raise any conflict of interest.

  73. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  74. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Kunal Kapoor Chief Executive Officer | 2024 | $525,000 | $5,818,054 | $2,275,320(4) | $17,251 | $8,635,625 | | | 2023 | 525,000 | 5,199,571 | 1,535,975 | 16,875 | 7,277,421 | | | 2022 | 500,000 | 4,499,252 | 1,294,500 | 15,225 | 6,308,977 | | Jason Dubinsky Former Chief Financial Officer | 2024 | $475,000 | $6,602,290 | $772,590 | $521,991 | $8,371,871 | | | 2023 | 475,000 | 1,599,537 | 596,050 | 16,875 | 2,687,462 | | | 2022 | 450,000 | 1,199,696 | 560,950 | 15,375 | 2,226,021 | | Danny Dunn Chief Revenue Officer | 2024 | $460,000 | $1,475,267 | $520,720 | $17,250 | $2,473,237 | | | 2023 | 400,000 | 1,199,600 | 361,600 | 16,875 | 1,978,075 | | | 2022 | 350,000 | 899,698 | 448,760(4) | 15,375 | 1,713,833 | | Joe Mansueto Executive Chairman | 2024 | $100,000 | $0 | $0 | $5,250 | $105,250 | | | 2023 | 100,000 | 0 | 0 | 5,250 | 105,250 | | | 2022 | 100,000 | 0 | 0 | 5,250 | 105,250 |

  75. 2024 Summary Compensation Table

    (1) As required by relevant SEC rules, the amounts for 2024 for each NEO other than Joe Mansueto represent the aggregate grant date fair value for RSU, MSUs, and stretch PSUs granted in 2024 as determined pursuant to FASB ASC Topic 718. The amounts included for the MSUs and stretch PSUs are calculated based on the probable satisfaction of the performance condition for these awards as of the grant date. Under FASB ASC Topic 718, because the attainment of the stretch PSU performance goals was not considered probable as of the date of grant, there is no accounting or economic value that is recognized or disclosed for financial reporting purposes or in the 2024 Summary Compensation Table. Under FASB ASC Topic 718, the vesting condition related to TSR for our MSUs is considered a market condition and not a performance condition. For the stretch PSU performance goals, assuming the maximum achievement of the underlying performance conditions as of the date of grant, the maximum grant date fair value for such awards would be as follows: Kunal Kapoor, $8,159,787; Jason Dubinsky, $2,474,987; and Danny Dunn, $2,069,524. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the NEOs that could be calculated and disclosed based on achievement of the underlying performance condition. For further information on these awards, see the 2024 Grants of Plan-Based Awards table. Jason Dubinsky’s employment with the Company ceased, effective December 31, 2024. As previously disclosed, in connection with Jason’s departure, his equity awards were modified in 2024 to allow for continued vesting following his departure and, accordingly, the value reported in this column for 2024 includes $4,838,202 for the incremental fair value associated with such modification, calculated in accordance with FASB ASC Topic 718. See Note 14 of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts. (2) The amounts represent annual bonus payments made under the Corporate Incentive Plan. For further information on these payments, see Compensation Discussion and Analysis — Annual Incentives. (3) For 2024, the amounts represent matching contributions to our 401(k) plan and, for Jason Dubinsky, a severance payment of $475,000 and $24,428 for the employer portion of medical and dental insurance premiums to be provided for up to 12 months following his separation. (4) Kunal will receive $379,220 of the $2,275,320 in the form of RSUs to be granted on May 15, 2025, which will vest in full on the first anniversary of grant. For 2022, Danny received $51,780 of the $448,760 in the form of restricted stock units granted on March 1, 2023, which vested in 18 months from the grant date.

  76. 2024 Summary Compensation Table

    | 2025 Proxy Statement | 47 |

  77. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table shows information concerning the grant of plan-based awards in 2024 to each of our NEOs.

  78. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date | Award Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stocks or Units(3) | Grant Date Fair Value of Stock Award(4) | | | | | | Target(1) | Threshold | Target | Maximum | | | | Kunal Kapoor | — | — | Bonus | $1,675,000 | — | — | — | — | — | | | 05/15/24 | 05/08/24 | PSU | — | — | — | 27,450 | — | — | | | 05/15/24 | 05/08/24 | MSU | — | — | 6,862 | 13,724 | — | $2,244,972 | | | 11/15/24 | 11/15/24 | MSU | — | — | 5,947 | 11,894 | — | $2,213,117 | | | 05/15/24 | 05/08/24 | RSU | — | — | — | — | 4,575 | $1,359,965 | | Jason Dubinsky | — | — | Bonus | $682,500 | — | — | — | — | — | | | 05/15/24 | 05/08/24 | PSU | — | — | — | 8,326 | — | — | | | 05/15/24 | 05/08/24 | MSU | — | — | 2,081 | 4,162 | — | $680,820 | | | 11/15/24 | 11/15/24 | MSU | — | — | 1,803 | 3,606 | — | $670,968 | | | 05/15/24 | 05/08/24 | RSU | — | — | — | — | 1,387 | $412,300 | | | — | 12/03/24 | PSU | — | — | — | 8,326 | — | —(5) | | | — | 12/03/24 | MSU | — | — | 6,808 | — | — | $3,396,649(5) | | | — | 12/03/24 | RSU | — | — | — | — | 4,105 | $1,441,553(5) | | Danny Dunn | — | — | Bonus | $460,000 | — | — | — | — | — | | | 05/15/24 | 05/08/24 | PSU | — | — | — | 6,962 | — | — | | | 05/15/24 | 05/08/24 | MSU | — | — | 1,740 | 3,480 | — | $569,258 | | | 11/15/24 | 11/15/24 | MSU | — | — | 1,508 | 3,016 | — | $561,187 | | | 05/15/24 | 05/08/24 | RSU | — | — | — | — | 1,160 | $344,822 | | Joe Mansueto | — | — | — | $ — | — | — | — | — | — |

  79. 2024 Grants of Plan-Based Awards

    (1) Amounts shown represent the Corporate Incentive Plan bonus target for each participating NEO established by the Compensation Committee. The Corporate Incentive Plan does not include specified threshold or maximum payout levels. (2) Amounts shown represent (a) the target and maximum MSUs granted under the 2021 Plan and (b) the maximum stretch PSUs granted under the 2021 Plan. The MSUs vest on the third anniversary of the grant date depending on our TSR over the three-year period. The number of shares of our common stock to be received at vesting will range from 0% to 200% of the target amount based on the Company’s TSR for the three-year performance period. At threshold performance, none of the shares vest. At target performance, the target number of shares vest. At maximum performance, 200% of the target number of shares vest. The stretch PSUs vest three years after grant depending on our adjusted operating income performance over the three-year performance period. At threshold and target performance, none of the shares vest. See Compensation Discussion and Analysis — Equity Compensation for more details. (3) Amounts shown consist of RSUs granted under the 2021 Plan. These RSUs vest in four equal annual installments beginning on the first anniversary of the grant date. (4) Amounts shown represent the aggregate grant date fair value for each RSU grant, MSU and stretch PSU grant made in 2024 as determined pursuant to FASB ASC Topic 718. The amounts included for the MSUs and stretch PSUs are calculated based on the probable satisfaction of the performance condition for these awards as of the grant date. Under FASB ASC Topic 718, because the attainment of the stretch PSU performance goals was not considered probable as of the date of grant, there is no accounting or economic value that is recognized or disclosed for financial reporting purposes. (5) Jason Dubinsky’s employment with the Company ceased effective December 31, 2024. As previously disclosed, in connection with Jason’s departure, his equity awards were modified in 2024 to allow for continued vesting following his departure. Under applicable accounting rules, the modification occurred in 2024 at the time of the Compensation Committee action (in December 2024) and, accordingly, the value reported reflects the incremental fair value associated with such modification of Jason Dubinsky’s outstanding equity awards and does not represent a new grant.

  80. 2024 Grants of Plan-Based Awards

    | Executive Compensation Tables | 48 |

  81. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table shows certain information concerning outstanding equity awards for our NEOs as of December 31, 2024. In accordance with SEC reporting requirements, if performance through 2024 has exceeded the threshold level, then the year-end number of MSUs that have not yet vested and the related payout value shown in the table below is based on achieving the next higher performance measure that exceeds the performance achieved through the 2024 fiscal year. The impact of any revenue kicker that may apply are not reflected in the table. For the stretch PSUs, this table assumes a payout at maximum opportunity.

  82. 2024 Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Award Type | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Kunal Kapoor | 05/15/20 | RSU | 4,129(1) | $1,390,482 | | | | | 05/15/21 | RSU | 1,021(2) | $343,832 | | | | | 05/15/22 | RSU | 1,801(2) | $606,505 | | | | | 05/15/23 | RSU | 5,133(2) | $1,728,589 | | | | | 05/15/24 | RSU | 4,575(2) | $1,540,677 | | | | | 05/15/22 | MSU | | | 16,264(3) | $5,477,065 | | | 11/15/22 | MSU | | | 12,936(4) | $4,356,327 | | | 05/15/23 | MSU | | | 19,798(5) | $6,667,174 | | | 11/15/23 | MSU | | | 11,912(6) | $4,011,485 | | | 05/15/24 | MSU | | | 6,862(7) | $2,310,847 | | | 05/15/24 | PSU | | | 27,450(8) | $9,244,062 | | | 11/15/24 | MSU | | | 5,947(9) | $2,002,712 | | Jason Dubinsky | 05/15/22 | MSU | | | 4,038(3) | $1,359,837 | | | 11/15/22 | MSU | | | 3,212(4) | $1,081,673 | | | 05/15/23 | MSU | | | 6,092(5) | $2,051,542 | | | 11/15/23 | MSU | | | 3,664(6) | $1,233,889 | | | 05/15/24 | MSU | | | 2,081(7) | $700,798 | | | 05/15/24 | PSU | | | 8,326(8) | $2,803,864 | | | 11/15/24 | MSU | | | 1,803(9) | $607,178 |

  83. 2024 Outstanding Equity Awards at Fiscal Year-End

    | 2025 Proxy Statement | 49 |

  84. 2024 Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Award Type | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Daniel Dunn | 05/15/21 | RSU | 255(2) | $85,874 | | | | | 05/15/21 | RSU | 38(2) | $12,797 | | | | | 05/15/22 | RSU | 463(2) | $155,920 | | | | | 05/15/23 | RSU | 1,185(2) | $399,061 | | | | | 05/15/24 | RSU | 1,160(2) | $390,642 | | | | | 05/15/22 | MSU | | | 3,028(3) | $1,019,709 | | | 11/15/22 | MSU | | | 2,408(4) | $810,918 | | | 05/15/23 | MSU | | | 4,568(5) | $1,538,320 | | | 11/15/23 | MSU | | | 2,748(6) | $925,416 | | | 05/15/24 | MSU | | | 1,704(7) | $585,962 | | | 05/15/24 | PSU | | | 3,480(8) | $1,171,925 | | | 11/15/24 | MSU | | | 1,508(9) | $507,834 | | Joe Mansueto | — | — | — | $ — | — | $ — |

  85. 2024 Outstanding Equity Awards at Fiscal Year-End

    (1) These RSUs vest in five equal annual installments on each of the first five anniversaries of the grant date. (2) These RSUs vest in four equal annual installments on each of the first four anniversaries of the grant date. (3) These MSUs vest on May 14, 2025, subject to the achievement of TSR and adjusted revenue performance goals over a three-year performance period. (4) These MSUs vest on November 14, 2025, subject to the achievement of TSR and adjusted revenue performance goals over a three-year performance period. (5) These MSUs vest on May 14, 2026, subject to the achievement of TSR and adjusted revenue performance goals over a three-year performance period. (6) These MSUs vest on November 14, 2026, subject to the achievement of TSR and adjusted revenue performance goals over a three-year performance period. (7) These MSUs vest on May 14, 2027, subject to the achievement of TSR performance goals over a three-year performance period. (8) These stretch PSUs vest on December 31, 2026 and are subject to the achievement of AOI performance goals over a three-year performance period. (9) These MSUs vest on November 14, 2027, subject to the achievement of TSR performance goals over a three-year performance period.

  86. 2024 Outstanding Equity Awards at Fiscal Year-End

    | Executive Compensation Tables | 50 |

  87. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table shows certain information concerning the exercise of stock options and vesting of RSUs and MSUs during the year ended December 31, 2024 for each of our NEOs. Joe Mansueto did not exercise any stock options or receive any shares upon vesting of RSUs, MSUs or stretch PSUs in 2024.

  88. 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Kunal Kapoor | — | $ — | 17,805 | $5,419,478 | | Jason Dubinsky | — | $ — | 8,117 | $2,603,497 | | Danny Dunn | — | $ — | 2,785 | $847,803 | | Joe Mansueto | — | $ — | — | $ — |

  89. 2024 Option Exercises and Stock Vested

    (1) For Jason Dubinsky, includes RSUs that vested on 12/31/24, based on the closing stock price as of such date, with delayed settlement.

  90. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table sets forth the market value of the shares subject to unvested RSUs, MSUs, and stretch PSUs that would have vested upon certain terminations of employment or a change in control occurring on December 31, 2024, as described below:

  91. Potential Payments Upon Termination or Change in Control

    | | Termination due to Death or Disability(1) | Termination Without Cause(2) | Change in Control(3) | | Kunal Kapoor | | | | | Restricted Stock Units | $5,610,085 | — | $5,610,085 | | Market Stock Units | $6,858,117 | $6,858,117 | $14,569,585 | | Performance Stock Units | — | — | — | | Danny Dunn | | | | | Restricted Stock Units | $1,044,293 | — | $1,044,293 | | Market Stock Units | $1,420,790 | $1,420,790 | $3,240,978 | | Performance Stock Units | — | — | — | | Joe Mansueto | | | | | Restricted Stock Units | — | — | — | | Market Stock Units | — | — | — | | Performance Stock Units | — | — | — |

  92. Potential Payments Upon Termination or Change in Control

    (1) Under the applicable award agreements, in the event of a termination due to death or disability (as defined in the applicable award agreements), unvested stretch PSUs will be forfeited, unvested RSUs will immediately vest and unvested MSUs will vest based on target performance, prorated for the number of months completed in the performance period. The value of MSUs shown in the table above is based on target performance. (2) Under the applicable award agreements, in the event of a termination by the Company without cause (as defined in the applicable award agreements), unvested RSUs are forfeited and unvested MSUs and unvested stretch PSUs will vest based on actual performance, prorated for the number of months completed in the performance period. The value of MSUs and stretch PSUs shown in the table above is based on an assumed performance level equal to target performance. (3) Amounts in this column represent the market value of the shares subject to unvested RSUs, MSUs (assuming target performance), and unvested stretch PSUs (assuming target performance) that would have vested had the Board exercised its discretion to accelerate the vesting of such awards upon a change in control occurring on December 31, 2024. See “Employment Agreements and Change in Control and Termination Arrangements” for a description and quantification of separation payments to Jason Dubinsky.

  93. Potential Payments Upon Termination or Change in Control

    | 2025 Proxy Statement | 51 |

  94. CEO Pay Ratio

    CEO Pay Ratio We are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Kunal Kapoor, our CEO.

  95. Identification of Median Employee

    | Executive Compensation Tables | Pay Versus Performance | 52 |

  96. Pay Versus Performance

    Pay Versus Performance

  97. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (2) | Average Compensation Actually Paid to Non- PEO Named Executive Officers (4) | Value of Initial Fixed $100 Investment Based On: (5) | | Net Income ($M) | Adjusted Revenue ($M) (7) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (6) | | | | 2024 | $8,635,625 | $14,463,577 | $3,650,119 | $3,009,973 | $230 | $197 | $369.9 | $2,278.6 | | 2023 | 7,277,421 | 14,017,163 | 1,196,438 | 2,109,757 | 194 | 164 | 141.1 | 2,032.3 | | 2022 | 6,308,977 | (3,290,220) | 1,627,767 | 94,284 | 146 | 122 | 70.5 | 1,883.1 | | 2021 | 5,597,592 | 16,983,708 | 1,198,656 | 2,564,009 | 229 | 154 | 193.3 | 1,684.5 | | 2020 | 7,579,731 | 17,483,919 | 1,062,357 | 2,102,054 | 155 | 129 | 223.6 | 1,348.7 |

  98. Pay Versus Performance

    (1) Kunal Kapoor served as the Company’s principal executive officer (PEO) and each of Jason Dubinsky, Bevin Desmond, Danny Dunn, a nd Joe Mansueto were the Company’s other NEOs for 2020, 2021, 2022 and 2023. Bevin resigned from her position with the Company effective January 31, 2023. Kunal served as the Company’s PEO and each of Jason Dubinsky, Danny Dunn, and Joe Mansueto were the Company’s other NEOs for 2024. (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Kunal and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs for the applicable year other than the PEO for such years. (3) Amounts reported in this column represent the compensation actually paid to Kunal as the PEO in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:

  99. Pay Versus Performance

    | | Principal Executive Officer | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table — Total Compensation (a) | $8,635,625 | $7,277,421 | $6,308,977 | $5,597,592 | $7,579,731 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year (b) | 6,197,274 | 5,199,571 | 4,499,252 | 3,594,637 | 6,235,742 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (c) | 6,413,419 | 8,503,605 | 4,075,140 | 5,103,683 | 10,296,721 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (d) | 4,882,210 | 4,435,258 | (6,814,902) | 8,792,335 | 5,441,145 | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (e) | 0 | 0 | 0 | 0 | 0 | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) | 729,596 | (999,550) | (2,360,183) | 1,084,735 | 402,064 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g) | 0 | 0 | 0 | 0 | 0 | | = Compensation Actually Paid | 14,463,577 | 14,017,163 | (3,290,220) | 16,983,708 | 17,483,919 |

  100. Pay Versus Performance

    (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b) Represents the aggregate grant date fair value of the stock awards granted to Kunal during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles (GAAP). Amounts reported in this row include the portion of the annual incentive that are delivered in RSUs of $379,220 for 2024, $595,200 for 2021, and $232,275 for 2020, and which were reflected in the non-equity incentive compensation column of the Summary Compensation Table. (c) Represents the aggregate fair value as of the indicated fiscal year-end of Kunal’s outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP, including the portion for the annual incentive that was delivered in RSUs for the applicable year. (d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by Kunal as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. Amounts reported in this row in the 2024 proxy statement have been updated to correct an administrative error in which excluded $572,994 from the previously disclosed amounts for 2023. (e) Represents the aggregate fair value at vesting of the stock awards that were granted to Kunal and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP.

  101. Pay Versus Performance

    | 2025 Proxy Statement | 53 |

  102. Pay Versus Performance

    (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by Kunal that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. Amounts reported in this row in the 2024 proxy statement have been updated to correct an administrative error in which excluded $644,223 from the previously disclosed amounts for 2020. (g) Represents the aggregate fair value as of the last day of the prior fiscal year of Kunal’s stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. (4) Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Kunal in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:

  103. Pay Versus Performance

    | | Other Named Executive Officers Average (a) | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table — Total Compensation (b) | $3,650,119 | $1,196,438 | $1,627,767 | $1,198,656 | $1,062,357 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year (c) | 2,692,519 | 699,784 | 1,001,271 | 491,571 | 478,356 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (d) | 1,034,593 | 1,162,324 | 571,157 | 790,207 | 788,350 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (e) | 728,039 | 571,673 | (780,841) | 930,966 | 657,556 | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (f) | 155,695 | 0 | 0 | 0 | 0 | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (g) | 134,046 | (120,894) | (322,528) | 135,751 | 72,147 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (h) | 0 | 0 | 0 | 0 | 0 | | = Compensation Actually Paid | 3,009,973 | 2,109,757 | 94,284 | 2,564,009 | 2,102,054 |

  104. Pay Versus Performance

    (a) Please see footnote 1 for the NEOs included in the average for each indicated fiscal year. (b) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year. (c) Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. Amounts reported in this row include the portion of the annual incentive that are delivered in RSUs of $12,945 for 2022, $16,740 for 2021, and $40,954 for 2020 and which were reflected in the non-equity incentive compensation column of the Summary Compensation Table. (d) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP, including the portion for the annual incentive that was delivered in RSUs for the applicable year. Amounts reported in this row in the 2024 proxy statement have been updated to correct an administrative error in which excluded $17,819 from the previously disclosed amounts for 2023. (e) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported NEOs as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. Amounts reported in this row in the 2024 proxy statement have been updated to correct an administrative error in which excluded $123,306 from the previously disclosed amounts for 2023, $59,433 from the previously disclosed amounts for 2021, and $118,399 from the previously disclosed amounts for 2020. (f) Represents the average aggregate fair value at vesting of the stock awards that were granted to Mr. Dubinsky and vested during the indicated fiscal year in connection with his separation, calculated using the same methodology as used in the Company’s financial statements under GAAP. (g) Represents the average aggregate change in fair value, measured from the prior fiscal to the vesting date, of each stock award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. Amounts reported in this row in the 2024 proxy statement have been updated to correct an administrative error in which excluded $2,082 from the previously disclosed amounts for 2023, $14,208 from the previously disclosed amounts for 2021, and $10,166 from the previously disclosed amounts for 2020. Included in this amount for 2024 is the change in value from December 31, 2023 through December 31, 2024 associated with awards previously granted to Mr. Dubinsky for which vesting was accelerated in connection with his separation. (h) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP.

  105. Pay Versus Performance

    | Executive Compensation Tables | Pay Versus Performance | 54 |

  106. Pay Versus Performance

    (5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on Dec e mber 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. (6) The peer group TSR is based on the market cap weighted TSR performance of the respective compensation peer group disclosed in the Compensation Discussion and Analysis in 2024, which is the same peer group used in 2023. (7) As disclosed in the Compensation Discussion and Analysis, Adjusted Revenue is a non-GAAP financial measure and is adjusted to exclude the impact of certain items, such as foreign currency fluctuations. Relationship Between Pay and Performance We believe the “Compensation Actually Paid” (CAP) in each of the years reported above and over the five-year cumulative period reflects the Compensation Committee’s emphasis on pay-for-performance as the CAP fluctuated year-over-year, primarily due to our stock performance and our varying levels of achievement against pre-established performance goals under our Corporate Incentive Plan and MSU awards.

  107. Pay Versus Performance

    | 2025 Proxy Statement | 55 |

  108. Pay Versus Performance

    The following is a list of financial performance measures, which in the Company’s assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2024. Please see the Compensation Discussion and Analysis for further information regarding how each of these measures is calculated and how they are used in the Company’s executive compensation program. Our 2024 executive compensation program utilized the financial metrics noted below and, in determining the individual performance adjustment for the Corporate Incentive Plan, supplemented those metrics with individual performance achievements, as further described in the Compensation Discussion and Analysis.

  109. Pay Versus Performance

    | • | Adjusted Revenue |

  110. Pay Versus Performance

    | • | AOI |

  111. Pay Versus Performance

    | • | TSR |

  112. Pay Versus Performance

    | Equity Compensation Plan Information | 56 |

  113. Pay Versus Performance

    Equity Compensation Plan Information The following table includes certain information as of December 31, 2024 regarding our equity incentive plans.

  114. Pay Versus Performance

    | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Covered by Outstanding Options, Warrants, and Rights) | | Equity incentive plans approved by shareholders | 797,747(1) | $—(2) | 1,962,238 | | Equity incentive plans not approved by shareholders | — | — | — | | Total | 797,747 | — | 1,962,238 |

  115. Pay Versus Performance

    (1) Includes 282,606 RSUs, 429,339 MSUs and revenue kicker shares if earned at maximum, and 85,802 stretch PSUs if earned at maximum that were outstanding as of December 31, 2024. (2) RSUs, MSUs, and stretch PSUs do not have an exercise price. Morningstar does not have any outstanding options as of December 31, 2024.

  116. Pay Versus Performance

    | 2025 Proxy Statement | 57 |

  117. Pay Versus Performance

    Advisory Vote to Approve Executive Compensation As required by Section 14A of the Exchange Act, we are asking our shareholders to vote, on an advisory basis, with respect to compensation awarded to our NEOs as described in this proxy statement. This proposal, commonly known as a “say on pay” vote, gives shareholders the opportunity to express their views on our 2024 executive compensation program and the compensation paid to our NEOs on an advisory or non-binding basis. Our most recent say on pay vote was held at our 2024 Annual Shareholders’ Meeting. At our 2024 Annual Shareholders’ Meeting, shareholders voted (on a non-binding basis) on our executive compensation as disclosed in the proxy statement for that meeting. As discussed in the Compensation Discussion and Analysis, our compensation philosophy is to pay our executives competitive base salaries and provide them with the opportunity to earn meaningful equity-based and incentive compensation. The goals of our executive compensation program, policies, and practices are to attract and retain talented executives, motivate and reward our executives for their contributions to the Company, and align our executives’ interests with the long-term interests of our shareholders. The Compensation Committee and the Board believe the design of the 2024 executive compensation program and the compensation paid to our NEOs under the current program fulfill these goals. This proposal allows our shareholders to express their views on the overall compensation of our NEOs and the philosophy, policies, and practices described in this proxy statement. For the reasons discussed above, we are asking our shareholders to indicate their support for the compensation of our NEOs by voting FOR the following resolution at the annual meeting:

  118. Pay Versus Performance

    | “Resolved, that the Company’s shareholders hereby approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosures.” |

  119. Pay Versus Performance

    Because the say on pay vote is an advisory vote only, it will not be binding on the Company or our Board. However, the Board and the Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements for our NEOs.

  120. Pay Versus Performance

    | Recommendation of the Board The Board recommends a vote FOR the approval of the resolution relating to the executive compensation of our named executive officers as disclosed in this proxy statement. |

  121. Pay Versus Performance

    | Proposal 3: | 58 |

  122. Pay Versus Performance

    Ratification of the Appointment of Independent Registered Public Accounting Firm The Audit Committee has reappointed KPMG LLP as Morningstar’s independent registered public accounting firm for the fiscal year ending December 31, 2025. KPMG has served as our independent registered public accounting firm since 2011. The Audit Committee evaluates the independent registered public accounting firm’s qualifications, performance, and independence each year. As a result of the committee’s evaluation carried out in early 2025, the Audit Committee decided to continue to engage KPMG. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, as a matter of good corporate governance we are submitting the appointment of KPMG as our independent registered public accounting firm to shareholders for ratification. If shareholders do not ratify this appointment at the annual meeting, the Audit Committee will undertake further review. We expect that a representative of KPMG will attend the annual meeting. The KPMG representative will be available to respond to appropriate questions from shareholders.

  123. Pay Versus Performance

    | Recommendation of the Board and Audit Committee The Board and the Audit Committee recommend that you vote FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for 2025. |

  124. Pay Versus Performance

    | 2025 Proxy Statement | 59 |

  125. Pay Versus Performance

    Audit Committee Report The Audit Committee’s role is to assist the Board in its general oversight of Morningstar’s financial reporting, audit functions, and internal control over financial reporting. The Audit Committee operates under a written charter adopted by the Board that is reviewed annually, and the attributes of its members and responsibilities reflected in in its charter are intended to be in accordance with applicable requirements for public company audit committees. Management is responsible for preparing, presenting, and maintaining the integrity of Morningstar’s financial statements; establishing and maintaining accounting and financial reporting principles and internal controls; and following procedures designed to promote compliance with accounting standards, applicable laws, and regulations. Morningstar has a full-time internal audit function, known as Global Audit and Assurance (GAA), and GAA leadership reports to the Audit Committee. GAA is responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of Morningstar’s system of internal controls relating to the reliability and integrity of Morningstar’s financial information and the safeguarding of Morningstar’s assets. Morningstar’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. At least annually, the Audit Committee reviews the Company’s independent registered public accounting firm to decide whether to retain such firm on behalf of the Company. For additional information on the Audit Committee’s latest review of KPMG, see Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm. Among other matters, the Audit Committee monitors the activities and performance of Morningstar’s internal audit function and independent auditors, including the audit scope, external audit fees, auditor independence, and the extent to which the independent audit firm may be retained to perform non-audit services or whether such services should be obtained from other independent audit firms. KPMG provided the Audit Committee with the written communications required by the PCAOB related to its independence in the role of independent registered public accounting firm for Morningstar. The Audit Committee also discussed KPMG’s independence with KPMG and management. The Audit Committee members are not professional accountants or auditors, and they do not duplicate or certify the activities of management or the independent audit firm, nor can the Audit Committee certify that the independent audit firm is indeed independent under applicable rules. The Audit Committee provides advice, counsel, and direction to management and the auditors based on the information it receives, it discussions with management and the auditors, and the outcomes of discussions between management and the auditors. The Audit Committee has an agenda for the year that includes reviewing Morningstar’s financial statements, internal control over financial reporting, and other audit matters. The Audit Committee meets each quarter with the independent audit firm and management to review Morningstar’s interim financial results before the publication of Morningstar’s

  126. Pay Versus Performance

    | Proposal 3: | 60 |

  127. Pay Versus Performance

    quarterly filings with the SEC. Management and the independent audit firm review and discuss with the Audit Committee various topics and events that may have significant financial impact on Morningstar. In accordance with Audit Committee policy and the requirements of law, the Audit Committee preapproves all services to be provided by the independent audit firm, including audit services, audit-related services, tax services, and other services. In some cases, the full Audit Committee provides pre-approval for up to a year, related to a particular defined task or scope of work and subject to a specific budget. The Audit Committee has authorized its Chair to preapprove additional services. If the Chair preapproves a service, she reviews the matter with the full Audit Committee at its next regularly scheduled meeting. The Audit Committee reviewed and discussed with management and representatives of KPMG Morningstar’s consolidated financial statements for the fiscal year ended December 31, 2024, management’s assessment of the effectiveness of Morningstar’s internal control over financial reporting, and KPMG’s evaluation of Morningstar’s internal control over financial reporting. Management represented to the Audit Committee that the consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. KPMG represented that its presentations included the matters that the Audit Committee and the independent registered public accounting firm are required to discuss pursuant to the applicable requirements of the PCAOB and the SEC. This review included a discussion with management of the quality, not merely the acceptability, of Morningstar’s accounting principles; the reasonableness of significant estimates and judgments; and the clarity of disclosure in Morningstar’s financial statements, including the disclosures related to critical accounting estimates. Based on these views and other discussions, and KPMG’s reports, the Audit Committee recommended to the Board to include the audited financial statements in Morningstar’s Annual Report on Form 10-K for the year ended December 31, 2024.