Caroline Tsay
Director at MORN
Board
About Caroline Tsay
Caroline Tsay (age 43) is an independent director of Morningstar, Inc., serving since May 2017; her background spans CEO leadership in enterprise software and senior product roles at major technology firms, with core credentials in technology, product development, engineering, and go-to-market execution . She holds a master’s degree in Management Science & Engineering and a bachelor’s degree in Computer Science from Stanford University . She is designated independent under Nasdaq rules; Morningstar’s committees are composed entirely of independent directors, and each director in 2024 attended at least 75% of board/committee meetings and the annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Compute Software, Inc. | Chief Executive Officer | Jan 2017 – Nov 2022 | Led enterprise cloud infrastructure software; executive leadership and scaling |
| Hewlett Packard Enterprise Company | Vice President & General Manager, Software | Mar 2013 – Dec 2016 | Product leadership in enterprise software; engineering, marketing, sales insight |
| Yahoo! Inc. | Product leadership roles in consumer search, e-commerce, advertising | Apr 2007 – Mar 2013 | Product development and commercialization across consumer internet |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Coca-Cola Company | Director | Current | Public board service (committee details not disclosed in MORN proxy) |
| Rosetta Stone Inc. | Director | Former | Prior public company board service |
| Travelzoo Inc. | Director | Former | Prior public company board service |
| Venture-backed companies | Advisor; investor in venture funds | Ongoing | Technology industry engagement |
Board Governance
- Committee assignments: Audit Committee member and Nominating & Corporate Governance Committee (NCGC) member .
- Chair roles: None; committee chairs are Cheryl Francis (Audit), Steve Kaplan (Compensation), Bill Lyons (NCGC) .
- Independence: Independent per Nasdaq standards; all standing committees are fully independent .
- Attendance and engagement: The board held five meetings in 2024; each director attended at least 75% of board/committee meetings and the annual meeting; committees met Audit (9), Compensation (4), NCGC (4); standing executive sessions of independent directors at each regular meeting .
- Responsibilities in committees: Audit oversight includes financial reporting integrity, internal control, auditor independence, cybersecurity/data privacy/AI risk, related-party transaction review; NCGC oversees board composition, governance policies, CEO succession, stock ownership guideline monitoring, and conflicts review .
- Ownership/retention guidelines: Directors must hold either $5,000,000 in MORN shares or at least 25% of pre‑tax vested RSUs since joining the board; NCGC monitors compliance .
- Trading policies: Insider Trading Policy restricts short sales, derivative/hedging transactions, and pledging above 15% of beneficial holdings; Audit Committee annually reviews pledges; no other pledging arrangements currently reported beyond Joe Mansueto’s legacy pledge .
Fixed Compensation
| Component | 2024 Policy Detail | Caroline Tsay 2024 Amount |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Included |
| Committee member retainer | $5,000 per committee (Audit, Compensation, NCGC) | Two committees → $10,000 |
| Committee chair fees | Audit Chair $25,000; Compensation Chair $15,000; NCGC Chair $15,000 | Not applicable |
| Meeting fees | None; travel reimbursed | None |
| Total cash earned | Base + committee fees | $60,000 |
Performance Compensation
| Equity Type | Annual Grant Value/Units | Vesting/Terms | Caroline Tsay 2024 Detail |
|---|---|---|---|
| RSUs (annual director grant) | ~$190,000 grant-date value; new directors ~$250,000 initial grant | Director RSUs vest over 3 years, in equal annual installments per award agreement | $189,949 stock awards (aggregate grant-date fair value) ; As of Dec 31, 2024, 1,445 unvested RSUs held (common to non-employee directors) ; Vesting installments: 33.3% annually over 3 years (director RSU award agreement) |
Notes:
- Directors do not receive options, MSUs, or PSUs; Morningstar reported no options outstanding as of Dec 31, 2024 .
- Clawback/recoupment policy referenced in 2024 pertains to executives; director equity terms follow award agreements and corporate policies; hedging/pledging restrictions apply to directors per Insider Trading Policy .
Other Directorships & Interlocks
| Company | Relationship to MORN | Potential Interlock/Conflict Considerations |
|---|---|---|
| The Coca-Cola Company | Unrelated customer/supplier not disclosed | No related-party transactions reported since Jan 1, 2024; board independence affirmed |
| Rosetta Stone Inc. (former), Travelzoo Inc. (former) | Historical service | No current interlocks disclosed; independence maintained |
- Overboarding policy: Non-executive directors may serve on no more than four public company boards; none of current directors serve on more than two other public boards; Tsay’s current public service (MORN + Coca-Cola) is within policy .
Expertise & Qualifications
- Technology and product expertise across consumer internet and enterprise software; leadership experience as CEO and GM; skills spanning product development, engineering, marketing, and sales .
- Board skills matrix indicates competencies in governance/compliance, technology, and finance/M&A among Morningstar directors, with Tsay contributing technology and governance experience .
Equity Ownership
| Metric | Value | Source/As-of |
|---|---|---|
| Shares beneficially owned | 2,480 | As of March 1, 2025 |
| % of common stock outstanding | <1% (42,833,130 shares outstanding) | As of March 1, 2025 |
| Unvested RSUs | 1,445 | As of Dec 31, 2024 for each non-employee director |
| Options (exercisable/unexercisable) | None | No options outstanding as of Dec 31, 2024 |
| Shares pledged as collateral | None reported | Insider Trading Policy and annual Audit Committee pledge review; no other pledging arrangements reported beyond founder |
Insider filings and trades:
- Section 16(a) compliance: All directors filed timely in 2024 except for specified individuals; Tsay is not listed among exceptions .
Governance Assessment
- Strengths: Independent committee membership; active risk oversight (financial reporting, cybersecurity/AI, related-party review); rigorous director stock ownership guidelines; trading restrictions on hedging/pledging; no related-party transactions reported in the period; strong shareholder support for executive compensation (say-on-pay approved at 2025 AGM) .
- Engagement: Board and committees conducted annual self-evaluations; regular executive sessions of independent directors; structured strategy days and product deep dives enhancing oversight quality .
- Alignment signals: Equity for directors via multi-year RSUs; guideline monitoring by NCGC; oversight of pledging risk centralized in Audit Committee; no delinquent Section 16 filings for Tsay .
- Watch items: Individual compliance status with director ownership guideline is monitored but not disclosed per director; personal ownership of 2,480 shares is modest versus $5,000,000 threshold alternative, though compliance can also be met via 25% of pre-tax vested RSUs; disclosure granularity is at program level, not individual level .
- Red flags: None observed relating to Tsay; no related-party transactions, no reported pledging, and independence affirmed .
Appendices and Contextual Governance Signals (Morningstar-wide)
- 2025 director election results (AGM): Tsay re-elected with 37,410,173 votes for; executive compensation advisory vote approved; KPMG ratified .
- Committee meeting cadence: Audit (9), Compensation (4), NCGC (4) in 2024 .
- Director compensation mix trend: 2024 increase in annual equity retainer from $165,000 to $190,000; cash retainer unchanged vs 2023 .