Gail Landis
Director at MORN
Board
About Gail Landis
Gail Landis (age 72) has served as an independent director of Morningstar, Inc. since May 2013, bringing over 30 years of investment management leadership across equity research, portfolio management, distribution, and business development. She holds an MBA from NYU Stern and bachelor’s degrees from Boston University (East Asian studies) and Hunter College (Russian and East Central European studies), and currently serves on Morningstar’s Audit and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evercore Asset Management, LLC | Founding Partner; Managing Principal | 2005–Dec 2011 | Institutional asset management leader; business development focus |
| Credit Suisse Asset Management | Head of Distribution, Americas | 2003–2005 | Led regional distribution strategy |
| Sanford C. Bernstein & Co., Inc./AllianceBernstein L.P. | Equity Analyst, Senior Portfolio Manager, Business Leader | 1981–2002 | Broad investment management responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wood River Women’s Foundation | Investment Committee Chair | Ongoing | Leads investment oversight |
| St. Mark’s School of Southborough | Investment Committee Member | Ongoing | Endowment oversight |
| Tamizdat Project, Inc. | Board Member | Ongoing | Non-profit governance |
Board Governance
- Independence: Independent under Nasdaq rules; all standing committees are fully independent .
- Committee assignments: Audit; Nominating & Corporate Governance (NCGC) .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; Annual Meeting attendance confirmed for directors standing for reelection .
- Committee activity: 2024 meetings — Audit (9), Compensation (4), NCGC (4) .
- Board structure: No designated lead independent director; independent directors hold executive sessions at every regular Board and committee meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director retainer |
| Committee membership retainer | $5,000 | Non-chair committee retainer (aggregate) |
| Special retainer (NCGC representative to credit ratings boards) | $5,000 | Additional annual retainer |
| Total cash earned (2024) | $65,000 | As disclosed in director comp table |
Performance Compensation
| Equity Vehicle | 2024 Grant Value | Vesting | Performance Metric |
|---|---|---|---|
| RSUs (annual grant) | $189,949 (grant date fair value) | Vests over 3 years, subject to continued service | None (time-based; director RSUs are not performance-conditioned) |
| Unvested RSUs outstanding (as of 12/31/2024) | 1,445 units | — | — |
Morningstar increased the annual equity retainer for non-employee directors from $165,000 to $190,000 for 2024, signaling stronger equity alignment; director equity awards are time-based without TSR/financial hurdles .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None listed for Landis |
| Committee chair roles elsewhere | Not disclosed |
| Potential interlocks (competitors/suppliers/customers) | None disclosed; Board annually reviews independence and conflicts, with no findings contrary to independence standards |
Expertise & Qualifications
- Over 30 years of investment management executive experience, with deep understanding of institutional investors’ marketing and business development needs .
- Awareness of adviser/client needs through dynamic market environments .
- Skills matrix coverage includes governance/regulatory compliance and accounting/finance/M&A among core attributes represented on the Board for Landis and peers .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Gail Landis | 4,004 | <1% | Address c/o Morningstar, Inc. |
| Unvested RSUs (director-wide figure) | 1,445 per non-employee director | — | As of Dec 31, 2024 |
| Pledging/Hedging status | No pledges reported for directors other than Joe Mansueto; hedging/pledging restricted by policy |
Governance Assessment
- Committee effectiveness: Landis serves on Audit (financial reporting, internal controls, cybersecurity/data privacy risk, related party transaction oversight) and NCGC (board composition, succession planning, governance policy oversight), supporting robust governance and risk oversight .
- Independence and attendance: Independent director with documented attendance at or above the Company’s 75% threshold; annual meeting participation reinforces engagement .
- Alignment via compensation: 2024 pay mix tilted to equity (time-based RSUs vesting over 3 years), with total 2024 compensation of $254,949 (cash $65,000; stock $189,949), consistent with alignment and market practices .
- Conflicts/related-party exposure: No related-party transactions involving Landis disclosed; Audit Committee actively reviews related party transactions under formal policy; Board independence assessments found no relationships impairing independent judgment for independent directors .
- Shareholder signals: Strong say-on-pay support (≈99.1% in 2024) indicates broad investor confidence in compensation governance, though focused on executives rather than director pay .
RED FLAGS
- None disclosed for Landis: no attendance shortfalls, no pledging of shares, no related-party transactions, and no reported conflicts impacting independence .