Doniel Sutton
Director at MORN
Board
About Doniel Sutton
Doniel Sutton (age 51) is an independent director of Morningstar, Inc., serving since 2021. She is Chief People Officer at Pinterest (since February 2024) and brings deep human capital, culture, and integration expertise from prior CPO roles at Alteryx and Fastly, and senior HR leadership at PayPal, Prudential, Bank of America, and Honeywell. She holds an MBA in human resources management and a BA in finance, both from the University of Illinois at Urbana-Champaign. She serves on the Audit and Compensation Committees and is classified as independent under Nasdaq rules; each director attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinterest, Inc. | Chief People Officer | Feb 2024–present | Leads global human capital, culture, scaling in tech environment |
| Alteryx, Inc. | Chief People Officer | Aug 2022–Oct 2023 | Human capital leadership in data analytics software |
| Fastly, Inc. | Chief People Officer | Sep 2020–Jul 2022 | CPO in edge cloud platform; scaling and growth |
| PayPal Holdings, Inc. | SVP, Head of People; other HR leadership | Mar 2017–Apr 2019; ~7-year tenure total | Global HR leadership at a payments/technology company |
| Prudential Financial; Bank of America; Honeywell | Senior HR leadership positions | 1997–2011 | Human capital and organizational leadership across financials/industrials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ross Stores, Inc. | Director | Current | Public company directorship; governance and oversight |
| Justice and Joy National Collaborative | Board of Trustees member | Current | Non-profit governance |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director under Nasdaq rules; Board has 80% independent directors |
| Board Tenure | Director since 2021; tenure shown as 4 years in Board snapshot |
| Committees | Audit Committee member; Compensation Committee member (not chair) |
| Committee Meetings (2024) | Audit: 9; Compensation: 4; NCGC: 4 (Sutton serves on Audit and Compensation) |
| Attendance | Board held 5 meetings in 2024; each director attended ≥75% of Board and committee meetings; Sutton attended the 2024 Annual Meeting |
| Lead Director | Board has no standing Lead Independent Director; NCGC Chair acts as liaison when appropriate |
| Key Oversight Areas via Committees | Audit: financial reporting integrity, ICFR, auditor oversight, cybersecurity/AI/data privacy, related-party transactions, pledging review . Compensation: CEO/NEO pay design, incentive plans, risk review, director pay, consultant independence . |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director |
| Committee membership fees | $10,000 | $5,000 per committee for Audit and Compensation |
| Committee chair fee | $0 | Not a chair |
| Meeting fees | $0 | No meeting fees; expenses reimbursed as applicable |
| Total cash earned | $60,000 | As disclosed in directors’ compensation table |
Performance Compensation
| Equity Component (2024) | Grant-Date Value (USD) | Instrument | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director equity grant | $189,949 | RSUs | Time-based vesting over 3 years | None; director RSUs are not performance-based |
| Unvested RSUs (as of 12/31/2024) | 1,445 | RSUs | Remaining time-based schedule | N/A |
Note: New non-employee directors receive an initial RSU grant of ~$250,000 vesting over 3 years; annual director grants increased from $165,000 to $190,000 in 2024 to align with market practices .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Ross Stores, Inc. | Retail | Director | No related-party transactions reported; independence affirmed. Overboarding policy allows up to three boards for public company executives; Sutton serves on two (MORN and ROST), within policy . |
Expertise & Qualifications
- Board skills matrix identifies Sutton’s experience in accounting/finance/M&A, governance and regulatory compliance, talent management and compensation, and technology, aligned to Morningstar’s strategic needs .
- Qualifications include leadership in global human capital management, culture building, and integration across high-growth technology organizations .
- Education: MBA (HR management) and BA (finance), University of Illinois at Urbana-Champaign .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (as of 3/1/2025) | 1,761 shares; <1% of outstanding |
| Director stock ownership guidelines | Hold $5,000,000 in shares or ≥25% of total pre-tax vested RSUs since becoming a director |
| Vested vs. unvested | Unvested RSUs: 1,445 as of 12/31/2024; vested holdings not broken out in proxy |
| Pledging/Hedging | Company policy restricts hedging and limits pledging; only Joe Mansueto has a reported pledge; no other pledging arrangements reported (implies none for Sutton) |
Governance Assessment
- Independence and Roles: Sutton is independent; sits on Audit and Compensation Committees, providing direct oversight on financial integrity, risk (including AI/cyber), related-party reviews, and pay design—core to board effectiveness .
- Attendance and Engagement: Board held five meetings; all directors met ≥75% attendance, with regular executive sessions, product deep-dives, and risk workshops enhancing oversight quality .
- Compensation Alignment: Director pay mixes cash ($60k) with multi-year RSUs ($189,949) encouraging long-term alignment; director equity retainer increased to reflect market while maintaining strong stock ownership guidelines .
- Other Directorships/Overboarding: As a public-company executive (Pinterest), Sutton’s two-board service is within Morningstar’s overboarding cap (≤3 boards), mitigating over-commitment risk .
- Conflicts/Related Party: Audit Committee reported no related party transactions since Jan 1, 2024; Board independence assessment found no relationships impairing Sutton’s independent judgment .
- Shareholder Signals: 2024 say-on-pay received ~99.1% support, indicating broad investor confidence in compensation governance overseen by Sutton’s committee .
- RED FLAGS: None observed specific to Sutton—no pledging, no delinquent Section 16(a) filings for her, and no related-party transactions disclosed .