Bill Lyons
Director at MORN
Board
About Bill Lyons
Bill Lyons (age 69) has served on Morningstar’s Board since 2007 and is an independent director with deep asset management and governance experience, including as former President and CEO of American Century Companies (2000–2007) and earlier roles as General Counsel, COO, and President (1987–2000) . He chairs Morningstar’s Nominating & Corporate Governance Committee (NCGC) and serves on the Compensation Committee, positioning him at the center of board refreshment, succession, governance policy oversight, and pay design oversight . He holds a JD from Northwestern University School of Law and a BA in history from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Century Companies, Inc. | President & CEO | 2000–2007 | Led a major investment manager; prior GC, COO, President (1987–2000) |
| Investment Company Institute (ICI) | Board member; special task forces | Not disclosed | Appointed to task forces developing mutual fund governance best practices |
| NIC, Inc. | Director (prior) | Not disclosed | Prior public company board experience |
| The Nasdaq Stock Market, LLC | Director (prior) | Not disclosed | Prior market infrastructure board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various civic and non-profits (Kansas City area) | Director (four non-profit boards) | Current | Active civic involvement; details not named in proxy |
| Various endowment/foundation investment committees | Member (five investment committees) | Current | Oversees endowment and foundation assets |
Board Governance
- Independence: The Board determined all nominees other than the Executive Chairman and CEO are independent; Lyons is independent under Nasdaq rules .
- Committee assignments: NCGC Chair; Compensation Committee member .
- NCGC Chair remit: Acts as liaison between the Chair and independent directors, co-sets Board agendas, leads annual Board self-evaluations, and engages on governance policies and director succession .
- Attendance: In 2024, the Board met 5 times; each director attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting .
- Executive sessions: Independent directors hold executive sessions at each regular Board and committee meeting .
- Meetings held in 2024: Audit (9), Compensation (4), NCGC (4) .
- Lead independent director: No designated lead; independent directors select a lead as appropriate; NCGC Chair serves as liaison .
- Related-party/Item 404: No related-party transactions since Jan 1, 2024; Audit Committee oversees such matters under policy .
Fixed Compensation
| Component (Non-Employee Director) | Amount/Policy | 2024 Bill Lyons (Cash) | Source |
|---|---|---|---|
| Annual cash retainer | $50,000 per director | Included in total | |
| Committee member retainer (non-chair) | $5,000 per committee | Included in total | |
| NCGC Chair retainer | $15,000 | Included in total | |
| Total cash fees (2024 actual) | — | $75,000 | |
| Meeting fees | Not disclosed (not listed as separate fees) | — |
Notes: The proxy specifies the standard retainers above and reports Lyons’ 2024 cash compensation of $75,000; exact internal allocation between member and chair amounts is not separately itemized in the director-by-director table .
Performance Compensation
| Equity Instrument | 2024 Grant Value (Bill Lyons) | Vesting | Performance Metric | Unvested as of 12/31/24 |
|---|---|---|---|---|
| RSUs (annual director grant) | $189,949 | Time-based over 3 years (continued service) | None (director RSUs are time-based) | 1,445 RSUs (each non-employee director) |
| Source |
Notes: New non-employee directors receive ~$250,000 initial RSUs vesting over 3 years; annual equity retainer increased to ~$190,000 in 2024 for all non-employee directors .
Other Directorships & Interlocks
| Company | Status | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Current public company boards | None disclosed | — | None disclosed |
| NIC, Inc. (prior) | Former | Director | Prior service only |
| The Nasdaq Stock Market, LLC (prior) | Former | Director | Prior service only |
Policy note: Overboarding policy limits non-executive directors to four public boards; proxy states none of the current directors serve on more than two other public boards; Lyons shows no current other public boards .
Expertise & Qualifications
- Senior leadership in asset management, fund governance, and distribution; extensive mutual fund industry and customer insight from American Century CEO/COO/GC roles .
- Board skills matrix indicates coverage across CEO/leadership, business development/operations, accounting/finance/M&A, governance/compliance, talent/compensation, and industry experience in asset management, retirement, and private investments .
- Education: JD, Northwestern University School of Law; BA, Yale University .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Pledged Shares | Source |
|---|---|---|---|---|
| Bill Lyons | 11,035 | <1% | None reported |
- Director ownership guidelines: Must hold either $5,000,000 in shares or ≥25% of total pre-tax vested RSUs since becoming a director; NCGC monitors compliance (director-specific compliance not disclosed) .
- Hedging/pledging policy: Prohibits hedging; caps pledging at ≤15% of beneficially owned shares; as of March 1, 2025, no pledges reported by directors other than the Executive Chairman (Joe Mansueto) .
Insider Trades and Compliance
| Item | Detail | Source |
|---|---|---|
| Section 16(a) filings | One Form 4 by Bill Lyons was untimely (June 6, 2024) due to administrative error; otherwise directors/executives timely in 2024 |
Governance Assessment
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Strengths
- Independent director with 18 years of service (tenure) and prior CEO/GC/COO experience in asset management; strong fit for MORN’s investor-focused mission .
- NCGC Chair role provides leverage on oversight of board composition, director succession, governance policy, CEO goals/objectives monitoring, and stock ownership compliance—core to board effectiveness; also acts as liaison to independents and co-sets agendas with the Executive Chairman .
- Compensation Committee membership supports pay-for-performance oversight; Compensation Committee is fully independent and uses an independent consultant (Pay Governance); no interlocks reported in 2024 .
- Attendance above threshold (≥75%) and participation at the annual meeting; independent executive sessions at every regular Board/committee meeting promote candid oversight .
- Non-employee director pay balanced toward equity (RSUs) with 3-year vesting, aligning director incentives with long-term shareholder interests; 2024 RSUs $189,949 vs. cash $75,000 for Lyons .
- No related-party transactions reported since Jan 1, 2024 .
- Strong shareholder support for say-on-pay (approx. 99.1% in 2024), indicating investor confidence in compensation governance broadly .
-
Risks/Watch items
- Section 16(a) compliance: one late Form 4 for Lyons in 2024 (admin error). While minor, late filings can be a process red flag if repeated—monitor for recurrence .
- No standing Lead Independent Director; mitigated by NCGC Chair’s liaison function and regular executive sessions, but some investors prefer a formal LID structure .
- Founder share pledge risk exists at the company level (not Lyons); Audit Committee annually reviews and determined residual risk acceptable; continue to monitor .
-
Overall view
- Lyons adds high-relevance industry and governance expertise, chairs the key governance committee, and exhibits alignment via time-vested equity, with no related-party ties or pledging. Aside from an isolated late Form 4, his profile supports board effectiveness and investor confidence at MORN .