Joe Mansueto
MorningstarAbout Joe Mansueto
Joe Mansueto, 68, is Morningstar’s founder and Executive Chairman (director since 1984; Executive Chairman since 2017). He holds an MBA and a bachelor’s degree in business administration from The University of Chicago. Company performance under the Board’s oversight shows FY2024 reported revenue of $2.3B (+11.8% YoY), operating income of $485M (+110.2% YoY), operating margin of 21.3%, and operating cash flow of $592M; one‑year TSR was +18% for 2024 and +32.9% for 2023, with three‑year TSR of 25.3% for 2021‑2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morningstar, Inc. | Founder; CEO (two tenures: 1984–1996, 2000–2017); Executive Chairman | 1984–present | Oversaw international expansion, entry into new businesses, and development of IP used across the financial industry . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chicago Fire FC | Owner & Chairman | Not disclosed | Sports franchise ownership; aligns with broader investment activity in media and real estate . |
| The University of Chicago (philanthropy) | Major donor | Ongoing | $35M pledged over time to support an institute for urban scholarship and education; Board deemed relationship immaterial to independence . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 100,000 | 100,000 | 100,000 |
| Stock Awards ($) | 0 | 0 | 0 |
| Non‑Equity Incentive ($) | 0 | 0 | 0 |
| All Other Compensation ($) | 5,250 | 5,250 | 5,250 |
- Mansueto does not participate in cash or equity incentive programs; his salary has remained $100,000 since 2000 .
Performance Compensation
- Participation: None. Mansueto does not receive annual bonuses (Corporate Incentive Plan) or long‑term equity awards (RSUs/MSUs/stretch PSUs) .
Equity Ownership & Alignment
| Metric | Mar 1, 2024 | Mar 1, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 15,859,338 | 15,273,206 |
| % of Shares Outstanding | 37.1% | 35.7% |
| Shares Pledged | 1,800,000 | 1,000,000 |
| Pledge as % of Mansueto’s holdings | 11.4% | 6.5% |
| Pledge as % of MORN shares outstanding | 4.2% | 2.3% |
| Estimated days to unwind pledge | N/A | ~7.5 days (based on 3‑month avg. daily volume of 132,620 shares) |
- Ownership structure includes shares held via the Mansueto Foundation; voting/investment power detailed in proxy tables .
- Audit Committee annually reviews pledging; concluded current pledge does not pose a substantial risk given borrower‑friendly terms, asset base, and scenario analyses; pledge reduced from 3,000,000 (2021) to 1,800,000 (2024) to 1,000,000 (2025) .
- Stock ownership guidelines: executives must hold $5,000,000 in shares or ≥33% of pre‑tax vested shares; directors must hold $5,000,000 or ≥25% of pre‑tax vested RSUs. As of Mar 1, 2025, continuing NEOs (and directors) are in compliance; pledged shares excluded from guideline calculations .
Employment Terms
- Agreements: Morningstar discloses no employment or change‑in‑control agreements for executive officers; equity awards may accelerate in death/disability or qualifying terminations, and the Board retains discretion to accelerate upon change‑in‑control under the 2021 Plan (Mansueto has no equity awards) .
- Executive Severance Policy (adopted May 9, 2025): Designates CEO, CFO, CRO, and certain other executive leaders (not explicitly including the Executive Chairman) for severance benefits. Base + target bonus multiples: 2.0x (CEO) and 1.0x (others) for involuntary termination; CIC multiples: 2.5x (CEO) and 1.5x (others), with prorated bonus and COBRA premium support; participation requires restrictive covenants and release .
- Insider Trading Policy (updated Jan 2025): Adds pre‑clearance requirements, Rule 10b5‑1 plan qualifications, and short‑swing restrictions; hedging prohibited; pledging/margin limited to ≤15% of beneficial holdings .
Board Governance
- Service history and roles: Director since 1984; Executive Chairman; not independent under Nasdaq rules; no committee assignments .
- Board structure: 10 directors; 80% independent; all Audit, Compensation, and NCGC members and chairs are independent; independent directors hold executive sessions at each regular Board and Committee meeting; NCGC Chair serves as liaison with Chairman .
- Committee meetings (2024): Audit (9), Compensation (4), NCGC (4) .
- Attendance: In 2024 each director attended ≥75% of Board/Committee meetings; Board held five meetings; in 2023 Board held seven (two special) .
- Director election support (May 2025): Mansueto received 37,686,395 votes FOR; 351,383 AGAINST; 14,646 ABSTAIN; 1,385,885 broker non‑votes .
- Director fees: Employees (Mansueto and CEO) receive no additional compensation for Board service .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Adjusted Revenue ($MM) | 2,032.3 (target: 2,111.9) | 2,278.6 (target: 2,292.5) |
| Adjusted EBITDA / AOI ($MM) | Adjusted EBITDA: 526.7 (target: 542.8) | AOI: 677.5 (target: 609.6) |
| One‑Year TSR (%) | 32.9 | 18.0 |
| MSU (vested 2024) payout vs target | 2021 grants: 106.0% (May) and 82.5% (Nov) based on TSR and adjusted revenue kicker |
- Dividend policy: Announced ~12% increase in quarterly dividend for 2025 (after 9% increase in 2024) .
- Pay‑for‑performance: 2024 annual incentive funded at 113.2% company‑level based on adjusted revenue/AOI outcomes (Mansueto not a participant) .
Risk Indicators & Red Flags
- Pledging of shares: Active pledge (1,000,000 shares as of Mar 1, 2025). Mitigants include borrower‑friendly terms, Audit Committee oversight, and reduction of pledged shares since 2021 .
- Dual role concerns: Founder + Executive Chairman; not independent. Board mitigants include independent committee leadership, regular executive sessions, and NCGC liaison processes .
- Filing timeliness: Two Form 4s were untimely in 2024 due to administrative error .
- Related party considerations: Board reviewed $35M charitable pledge to University of Chicago (Kaplan faculty) and found no independence issues .
Compensation Structure Analysis
- Alignment: Mansueto’s compensation is intentionally minimal and exclusively fixed cash ($100,000) with no participation in incentive plans, aligning his economic outcomes with long‑term equity appreciation as the largest shareholder .
- Governance enhancements: Company adopted an executive compensation recoupment policy (Dodd‑Frank) and expanded recoupment deeper into the org in early 2024; introduced stretch PSUs for other NEOs tied to rigorous AOI outperformance (Mansueto not a participant) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received ~99.1% support; 2025 advisory vote passed with 37,475,380 FOR, 547,563 AGAINST, 29,481 ABSTAIN .
Compensation Peer Group (context)
- Peer group includes MSCI, FactSet, Moody’s, Broadridge, MarketAxess, Verisk, SEI, SS&C, AssetMark, FICO, Federated Hermes; updates added Tradeweb Markets and LPL Financial for 2025 (Focus Financial removed after going private) .
Investment Implications
- Alignment and retention: With ~35.7% ownership and no variable pay, Mansueto’s incentives are tightly aligned with long‑term value creation; retention risk is negligible given founder status and governance structure .
- Pledging risk tempered: Pledge reduced from 3.0M (2021) to 1.0M (2025) and deemed non‑material risk by the Audit Committee; continued monitoring reduces forced‑sale pressure risk. Watch for further reductions and any credit‑agreement changes as potential signals .
- Governance balance: Dual‑role independence concerns are mitigated by independent committees and regular executive sessions; strong say‑on‑pay support suggests investor confidence in pay‑for‑performance design for management, while Mansueto’s fixed pay removes short‑term incentive distortions .
- Trading signals: Concentrated ownership limits float and can dampen volatility; dividend increases and AOI expansion signal capital discipline; continued high TSR and above‑target AOI funding for NEO incentives indicate operational momentum even as revenue targets were narrowly missed in 2024 .