NTRSNasdaq,NasdaqSEC EDGAREDGAR

NORTHERN TRUST CORP

State Commercial Banks·CHICAGO, IL·FY end 12/31·CIK 73124

Board of Directors

13 members · 12 independent · FY 2024
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Susan CrownDirector27y66NCGComp$257,870
Chandra DhandapaniDirector0y57Risk$192,890
Dean M. HarrisonDirector9y70AuditRiskExecutive$328,988
Jay L. HendersonLead Independent Director8y69AuditRiskCapital GovernanceNCGExecutiveComp$368,576
Marcy S. KlevornDirector5y65AuditRisk$309,958
Siddharth N. MehtaDirector5y66RiskCapital Governance$328,988
Robert E. MoritzDirector0y61Audit
Michael G. O'GradyCEO and Director7y59Executive
Richard M. PetrinoDirector0y57Audit
Martin P. SlarkDirector13y70Comp$254,958
David H. B. Smith, Jr.Director14y58AuditCapital GovernanceExecutive$299,958
Donald ThompsonDirector9y61Capital GovernanceExecutiveComp$289,958
Charles A. Tribbett IIIDirector19y69NCGComp$254,958

Risk-factor diff

FY 2025 10-K vs. FY 2024
+10 new22 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

liquidity or capital deficiencies (actual or perceived) of financial institutions and related industry and government actions, the outbreak of hostilities or political and governmental instability, terrorism, political or civil unrest, stricter immigration policies, public health epidemics or pandemics, sovereign debt downgrades or debt crises, or other geopolitical events. For example, developments related to the U.S. federal debt ceiling, including the possibility of a government shutdown, default by the U.S. government on its debt obligations, or related credit-rating downgrades, could hav…

NEW · FY 2025

We provide foreign exchange services to our clients, primarily in connection with our Asset Servicing business. Foreign currency volatility influences our foreign exchange trading income as does the level of client activity. Foreign currency volatility and changes in client activity may result in reduced foreign exchange trading income. Fluctuations in exchange rates could raise the potential for losses resulting from foreign currency trading positions where aggregate obligations to purchase and sell a currency other than the U.S. dollar do not offset each other or offset each other in differe…

NEW · FY 2025

Pandemics, natural disasters, global climate change, acts of terrorism, geopolitical tensions, global conflicts or other similar events, as well as government actions or other restrictions in connection with such events, have had in the past, or may in the future have, a negative impact on our business and operations. While we have in place business continuity plans, such events may still damage our facilities, disrupt or delay the normal operations of our business (including communications and technology), result in harm to or cause travel limitations on our employees, impose significant comp…

NEW · FY 2025

Moreover, political and policy goals of elected and appointed officials may change over time, which could impact the rulemaking, supervision, examination, and enforcement priorities of the federal banking agencies. It is possible the expected changed in law, regulation and policy do not occur or are reversed subsequently, or the regulatory measures that are ultimately enacted deliver significant competitive advantages to financial services that are structured differently or serve different markets than us.

NEW · FY 2025

Legal developments in the EEA and the UK also have created complexity and uncertainty regarding processing and transfers of personal data from the EEA and the UK to the U.S. and other so-called third countries outside the EEA and the UK that have not been determined by the relevant data protection authorities to provide an adequate level of protection for privacy rights. Importantly, significant monetary fines have been imposed since the introduction of such stringent privacy laws in the EU and the UK and regulatory expectations of governance and accountability with respect to the protection o…

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.