Danny Dunn
MorningstarAbout Danny Dunn
Danny Dunn is Morningstar’s Chief Revenue Officer (CRO), responsible for global revenue and all client-facing functions across marketing, sales, client solutions, customer success, field operations, services, and support. He joined Morningstar in 2016 after senior leadership roles at IBM and Neology; he holds a bachelor’s degree from the University of Vermont and an MBA from Northwestern’s Kellogg School of Management (marketing, strategy, managerial economics) . Company performance in 2024 featured Adjusted Revenue of $2,278.6 million vs. a $2,292.5 million target (99.4% attainment), Adjusted Operating Income (AOI) of $677.5 million vs. $609.6 million target (111.1% attainment), and 1-year TSR of +18%, supporting above-target annual incentive funding and MSU outcomes . Management credited Dunn with driving increased ACV growth, cross-company client coverage, major deal closings, and rebuilding growth/profitability in credit, alongside stronger lead generation and brand unification in marketing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IBM | VP, Midwest Enterprise Unit | 2007–2016 | Led marketing, strategy, sales, channels, customer service across full IBM portfolio (Cloud, Software, Services, Systems, IBM Credit) in region . |
| IBM | Chicago Territory Director | 2013–2014 | Territory leadership; expanded enterprise engagement and execution . |
| IBM | Territory Director, Wisconsin Business Unit | 2011–Jun 2013 | Drove regional sales and client coverage . |
| IBM | Territory Sales Leader, IBM Global Services | 2009–Jul 2011 | Led services sales; scaled client success and delivery . |
| Neology (SmithBucklin subsidiary) | Sales, Account Mgmt, Client Service Lead | Pre-2007 | Built go-to-market and client service foundation for software/services . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external boards or roles disclosed in filings for Dunn . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $350,000 | $400,000 | $460,000 (15% increase) |
| Annual Incentive Target ($) | Not disclosed | $400,000 | $460,000 |
| Actual Annual Bonus Paid ($) | $448,760 | $361,600 | $520,720 |
Performance Compensation
Annual Incentive Mechanics and 2024 Outcomes
| Component | Weighting | Target | Actual | Attainment | Funding |
|---|---|---|---|---|---|
| Adjusted Revenue (USD Millions) | 50% | $2,292.5 | $2,278.6 | 99.4% | 98.5% |
| Adjusted Operating Income (USD Millions) | 50% | $609.6 | $677.5 | 111.1% | 127.8% |
| Financial Performance Factor | — | — | — | — | 113.2% |
| Individual Performance Factor (Dunn) | — | — | — | — | 100% |
| Dunn’s 2024 Annual Incentive Payout ($) | — | $460,000 | — | — | $520,720; delivered fully in cash |
2024 design change: Dunn’s AIP weighting moved to 50% Adjusted Revenue / 50% AOI (from 67%/33% in 2023), aligning with other NEOs .
Equity Awards Structure and Grant Detail (2024)
| Equity Type | Grant Date(s) | Units/Target | Vesting/Performance | Grant-Date Value |
|---|---|---|---|---|
| RSUs | May 15, 2024 | 1,160 shares | Vests in 4 equal annual installments beginning first anniversary | $344,822 |
| MSUs (TSR-based) | May 15, 2024 | Target 1,740; Max 3,480 | 3-year TSR performance; vest May 14, 2027 | $569,258 |
| MSUs (TSR-based) | Nov 15, 2024 | Target 1,508; Max 3,016 | 3-year TSR performance; vest Nov 14, 2027 | $561,187 |
| Stretch PSUs (AOI outperformance) | Jan 1, 2024–Dec 31, 2026 perf. period | Max 3,480 shares | Cliff vest at 3 years only if AOI exceeds rigorous targets; 100% at 112.5% AOI; 200% at 125% AOI; 0% at target | No grant-date fair value (not deemed probable) |
MSU/PSU Payout Scales and Historical Outcomes
| Award | Performance Level | Payout |
|---|---|---|
| 2024 MSUs | TSR negative: 0% vest; TSR 20%: 100%; TSR 70%: 200%; interpolated | |
| 2024 Stretch PSUs | 100% of Target AOI: 0%; 112.5% AOI: 100% base; 125% AOI: 200%; interpolated | |
| 2021 MSUs (vested 2024) | May 2021 grant: 106.0% payout (TSR 19.6% → 98.8% plus Adjusted Revenue kicker 107.3%) | |
| 2021 MSUs (vested 2024) | Nov 2021 grant: 82.5% payout (TSR 13.2% → 79.6% plus Adjusted Revenue kicker 103.7%) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Shares) | 9,937 shares (less than 1% of outstanding) |
| Shares Outstanding (Reference) | 42,833,130 shares as of Mar 1, 2025 |
| Vested vs. Unvested (as of Dec 31, 2024) | Unvested RSUs: 1,160 (2024), 1,185 (2023), 463 (2022), plus prior smaller tranches ; Unearned MSUs: 1,704 (May’24), 1,508 (Nov’24), 4,568 (May’23), 2,748 (Nov’23), 3,028 (May’22), 2,408 (Nov’22) ; Stretch PSUs (max basis): 3,480 (2024 award) . |
| Options Outstanding | None; Morningstar reported no outstanding options as of Dec 31, 2024 . |
| Stock Ownership Guidelines (Execs) | Hold $5,000,000 in shares OR ≥33% of pre-tax vested shares; continuing NEOs (incl. Dunn) in compliance as of Mar 1, 2025 . |
| Hedging/Pledging | Hedging and publicly-traded options prohibited; pledging capped at ≤15% of beneficial holdings; no pledges reported for Dunn . |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreements | Morningstar does not maintain individual employment/CIC agreements; equity award agreements include accelerated vesting (death/disability; CIC Board discretion) . |
| Executive Severance Policy (adopted May 9, 2025) | CRO covered; if terminated without cause: 1x base salary + 1x annual target bonus in installments over 12 months; prorated current-year bonus (if employed ≥3 months); employer-paid COBRA during severance period . |
| Change-in-Control (CIC) — Double Trigger | If terminated without cause or resigns for good reason within 24 months post-CIC: 1.5x base + 1.5x target bonus (lump sum), prorated target bonus, lump-sum COBRA cost for 18 months . |
| Restrictive Covenants | Participation requires execution of participation agreement with restrictive covenants; severance contingent on general release . |
| Clawback/Recoupment | 2024 recoupment policy enables recovery in cases of misconduct in addition to financial restatements . |
Compensation Peer Group & Say-on-Pay
- Peer group used for 2024 decisions included AssetMark, Broadridge, CBOE, Envestnet, FactSet, Fair Isaac, Federated Hermes, MarketAxess, Moody’s, MSCI, SEI, SS&C, Verisk; Focus Financial later removed; Tradeweb and LPL added for 2025 .
- Say-on-Pay approval: ~99.1% support in 2024 ; 2025 votes: For 37,475,380; Against 547,563; Abstentions 29,481; Broker Non-Votes 1,385,885 .
Risk Indicators & Red Flags
- Section 16(a) Reporting: One late Form 4 for “Daniel Dunn” filed Mar 4, 2025 due to administrative error (same for another executive), per company disclosure .
- Hedging/Pledging: Strict prohibitions and limits; no pledging by Dunn reported .
- Options Repricing: None; company had no options outstanding .
- Related Party Transactions: None requiring disclosure since Jan 1, 2024 .
Performance & Track Record
- Company 2024 performance: Reported revenue $2.3B (+11.8% YoY), operating income $485M (+110.2% YoY), operating margin 21.3%, operating cash flow $592M (+87.0% YoY) .
- Incentive outcomes tied to performance: 2024 annual incentive funded at 113.2% of target; Dunn’s payout at $520,720 (100% individual factor; all cash) .
- Management commentary attributes ACV growth, major deal closings, and credit rebound to Dunn’s leadership .
Equity Award Vesting Schedule (Dunn)
| Award | Vest Date | Shares/Units |
|---|---|---|
| MSU (May 2022 grant) | May 14, 2025 | 3,028 (performance-based) |
| MSU (Nov 2022 grant) | Nov 14, 2025 | 2,408 (performance-based) |
| MSU (May 2023 grant) | May 14, 2026 | 4,568 (performance-based) |
| MSU (Nov 2023 grant) | Nov 14, 2026 | 2,748 (performance-based) |
| Stretch PSUs (2024 award) | Dec 31, 2026 | Up to 3,480 (AOI outperformance) |
| MSU (May 2024 grant) | May 14, 2027 | 1,704 (target; performance-based) |
| MSU (Nov 2024 grant) | Nov 14, 2027 | 1,508 (target; performance-based) |
| RSUs (various grants) | Annually | 4-year equal installments per grant |
Executive Compensation (Multi-Year Summary)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $350,000 | $400,000 | $460,000 |
| Stock Awards ($) | $899,698 | $1,199,600 | $1,475,267 |
| Non-Equity Incentive ($) | $448,760 | $361,600 | $520,720 |
| All Other Compensation ($) | $15,375 | $16,875 | $17,250 |
| Total ($) | $1,713,833 | $1,978,075 | $2,473,237 |
Employment & Contracts (Additional Terms)
| Item | Detail |
|---|---|
| Non-Compete/Non-Solicit | Not individually disclosed; separation agreements include non-solicitation and confidentiality covenants (e.g., CFO separation), and Executive Severance Policy requires restrictive covenants . |
| Garden Leave/Consulting | Not disclosed for Dunn; example CFO consulting arrangement ended Mar 2025 . |
| Change-of-Control Plan Definition | CIC defined by stock acquisition >50% (excluding Mansueto affiliates), certain mergers/consolidations, liquidation/dissolution, or sale of substantially all assets; Board discretion on accelerated vesting . |
Investment Implications
- Alignment: High proportion of equity-linked pay (RSUs, MSUs, stretch PSUs) with multi-year vesting and TSR/AOI metrics enhances long-term alignment; executive stock ownership rules and hedging/pledging limits further reinforce alignment .
- Retention: New Executive Severance Policy (double-trigger CIC; 1.5x base+bonus for CRO) plus significant unvested equity through 2027 lower near-term departure risk; ongoing performance gates on MSUs/PSUs maintain at-risk compensation .
- Trading Signals: No pledging by Dunn; one late Form 4 (admin error) is immaterial; absence of options and repricing reduces governance risk; pay-for-performance evidenced by 2024 AIP funding and 2021 MSU outcomes .
- Execution: Management commentary ties Dunn to ACV and deal execution; 2024 revenue growth and AOI outperformance underpin incentive payouts—watch AOI trajectory versus stretch PSU hurdles through 2026 for potential incremental vesting and realized comp leverage .