Cheryl Francis
Director at MORN
Board
About Cheryl Francis
Cheryl Francis, age 71, has served on Morningstar’s Board since 2002 (23 years). She is an independent director and Chair of the Audit Committee and serves on the Compensation Committee. Francis holds an MBA from the University of Chicago Booth School of Business and a bachelor’s degree from Cornell University. The Board designated her as an “audit committee financial expert” based on her prior public company CFO experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R.R. Donnelley & Sons Company | EVP & Chief Financial Officer | 1995–2000 | Public company CFO; financial leadership and reporting |
| FMC Corporation | Various management roles incl. Corporate Treasurer | Not disclosed | Corporate finance and treasury leadership |
| FMC Gold (public company) | Chief Financial Officer | Not disclosed | Public company CFO; financial reporting |
| University of Chicago Graduate School of Business | Adjunct Professor | 1991–1993 | Academic instruction; finance expertise |
| Independent business & financial advisor | Principal | Since 2000 | Advisory expertise to executives/boards |
| Corporate Leadership Center (non-profit) | Co-Chair (since Aug 2008); Vice-Chair (Oct 2002–Aug 2008) | 2002–present | Leadership development for senior executives and CEOs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HNI Corporation | Director | Not disclosed | Board service (committee roles not disclosed in MORN proxy) |
| Aon plc | Director | Not disclosed | Board service (committee roles not disclosed in MORN proxy) |
Board Governance
- Committee memberships: Audit (Chair); Compensation .
- Independence: Board determined Francis is independent under Nasdaq rules; Audit and Compensation committees are fully independent; Francis designated as audit committee financial expert .
- Attendance: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings; Audit met 9x, Compensation 4x, NCGC 4x .
- Executive sessions: Independent directors meet in executive session at each regular Board and committee meeting .
- Skills: Board matrix highlights her governance/compliance, accounting/finance/M&A, CEO/leadership, and industry experience across asset management/advisory and retirement .
Fixed Compensation
| Component | Policy Detail | 2024 Amount for Francis |
|---|---|---|
| Annual cash retainer | $50,000 for non-employee directors | $85,000 total cash (aggregated) |
| Committee member retainer | $5,000 per committee (non-chair) | Included in total |
| Committee chair retainer | Audit Chair: $25,000; Compensation Chair: $15,000; NCGC Chair: $15,000 | Audit Chair retainer included in total |
| Meeting fees | None disclosed | Not applicable |
| Reimbursement | Travel expenses reimbursed | Policy disclosure |
Notes:
- Non-employee director cash compensation for Francis in 2024 totaled $85,000 .
- The program did not change from 2023, except the annual equity retainer increase noted below .
Performance Compensation
| Equity Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual director grant) | ~$190,000 at grant (program level) | Vests over 3 years, service-based | None disclosed for directors (time-based vesting) |
| Unvested RSUs (as of Dec 31, 2024) | 1,445 RSUs | Remaining per schedule | Time-based |
Morningstar’s director equity compensation consists of time-based RSUs; no performance-based metrics (e.g., TSR, revenue, ESG) apply to director awards per proxy disclosures .
Other Directorships & Interlocks
- Current public company boards: HNI Corporation; Aon plc .
- Compensation Committee interlocks: None. The committee (including Francis) had no insider participation or interlocks in 2024; independent consultant Pay Governance engaged; no consultant conflicts .
Expertise & Qualifications
- Financial expertise: Former public company CFO; designated audit committee financial expert .
- Governance & leadership: Co-Chair of Corporate Leadership Center; deep engagement with senior executives and academics on current business topics .
- Education: MBA, University of Chicago Booth; BA, Cornell University .
- Industry experience: Print media, diversified industrials, corporate finance/treasury, advisory; insights relevant to asset management customers per Board skills matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Notes |
|---|---|---|---|
| Cheryl Francis | 33,725 | <1% | As of March 1, 2025 |
| Unvested RSUs (director) | 1,445 | n/a | As of Dec 31, 2024 |
| Pledged shares | None reported for Francis | n/a | Company policy restricts pledging >15%; annual Audit Committee review; only Joe Mansueto disclosed pledge in 2025 |
Director stock ownership guidelines:
- Directors must hold either $5,000,000 of Morningstar shares or at least 25% of pre-tax vested RSUs granted since joining the Board; NCGC monitors compliance (individual director compliance not disclosed) .
Governance Assessment
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Strengths:
- Long-tenured, independent Audit Chair with public company CFO credentials; designated audit committee financial expert .
- Robust committee oversight mandates (internal controls, cyber/data privacy/AI risk, related party transactions, pledging review) under Audit Committee she chairs .
- Strong engagement standards: executive sessions at every Board and committee meeting; at least 75% attendance in 2024 .
- Transparent director pay structure (cash + time-based RSUs); significant equity retainer aligns director interests with shareholders .
-
Watch items:
- Tenure and retirement horizon: Age 71 and 23 years of service; company’s mandatory retirement age is 73 (applicable after 10 years of service), implying potential near-term board refresh considerations .
- Overboarding policy: Directors limited to no more than four public boards (three if serving as a public-company CEO); Francis serves on two other boards (plus MORN), within policy; monitor workload as retirement transition approaches .
- Related-party/transactions: None reportable since Jan 1, 2024; Audit Committee retains approval authority—no conflicts disclosed involving Francis (low risk) .
-
Shareholder sentiment:
- Say-on-pay approval 2024: ~99.1% support, signaling broad investor confidence in compensation governance; annual vote continues in 2025 .
Insider Trades (Section 16 and Filings)
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (2024) | No delinquent reports disclosed for Francis | Proxy notes untimely filings for other individuals; none attributed to Francis |
Morningstar assists directors in preparing and filing required Forms 3, 4, and 5; 2024 compliance largely timely with exceptions not involving Francis .
Related Party Transactions & Conflicts
- Policy: Audit Committee reviews/approves related party transactions under Item 404; considers terms, benefits, third-party comparables, manageability, and independence impacts .
- Disclosures: Since Jan 1, 2024, Morningstar reports no related party transactions; none involving Francis .
- Pledging/Hedging: Policy prohibits hedging and limits pledging to ≤15% of holdings; Audit Committee annually reviews any pledges. Only Joe Mansueto disclosed pledging; Committee assessed and concluded no substantial risk to Company or shareholders; none reported for Francis .
Director Compensation (2024 detail for Cheryl Francis)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $85,000 |
| Stock Awards (grant-date fair value, RSUs) | $189,949 |
| Total | $274,949 |
As of Dec 31, 2024, non-employee directors each held 1,445 unvested RSUs; 2024 annual equity retainer increased from $165,000 to ~$190,000, vesting over 3 years .
Compensation Committee Analysis
- Committee composition: Independent directors; Steve Kaplan (Chair), Cheryl Francis, Steve Joynt, Bill Lyons, Doniel Sutton .
- Independent consultant: Pay Governance; no conflicts identified .
- Interlocks: None; no insider participation .
- Oversight: Approves incentive plan design, reviews risks in compensation programs, and monitors say-on-pay outcomes (annual vote) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: ~99.1% support; program enhancements focused on AOI for annual incentives and introduction of “stretch” PSUs for executives (not directors) .
- Shareholder engagement: Morningstar emphasizes equal communication via written Q&A and annual meeting sessions; independent directors regularly engage in executive sessions .
Expertise & Qualifications
- Credentials: Public company CFO; audit and finance leadership; governance and leadership development through Corporate Leadership Center .
- Education: MBA (Chicago Booth); BA (Cornell) .
- Board skills matrix: Governance, accounting/finance/M&A, leadership, asset management/advisory, retirement industry experience .
Equity Ownership Alignment
- Beneficial ownership: 33,725 shares (<1%); aligns interests but far below founder holdings; director-level RSUs support long-term alignment .
- Ownership guidelines: Directors must hold $5,000,000 in shares or ≥25% of pre-tax vested RSUs; NCGC monitors compliance (individual status for Francis not disclosed) .
- Hedging/pledging: Prohibited/limited; no pledging reported for Francis .
Governance Summary
- Effective oversight: As Audit Chair and Compensation Committee member, Francis supports rigorous financial, risk, and compensation governance; independence affirmed; attendance thresholds met .
- Signals: Consistent director equity grants and clear ownership guidelines support alignment; lack of related-party transactions reduces conflict risk .
- Red flags: None specific to Francis disclosed; retirement horizon (age 71 vs. policy 73) warrants forward-looking board refresh planning .