Michael Holt
Chief Financial Officer at MORN
Executive
About Michael Holt
Michael Holt, CFA, is Morningstar’s Chief Financial Officer as of January 1, 2025, overseeing controllership, tax, internal audit, FP&A, procurement, treasury, real estate and facilities, and investor relations . He is 45 years old and previously served seven years as Chief Strategy Officer and, beginning in 2023, as President of Morningstar’s Research & Investments group; he first joined Morningstar in 2008 as an equity analyst and later led the global equity research team (2014–2018) . Holt holds an MBA from the University of Chicago Booth School of Business, a bachelor’s degree in business from Indiana University, and the CFA designation . Company performance metrics used in executive pay include Adjusted Revenue ($2,278.6M achieved vs $2,292.5M target, 98.5% unweighted factor) and Adjusted Operating Income ($677.5M achieved vs $609.6M target, 127.8% unweighted factor), driving a 113.2% financial performance factor for 2024 annual incentives; long-term MSUs tied to 3-year TSR paid at 106.0% and 82.5% of target for May and November 2021 grants, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morningstar | Equity Analyst | 2008–2014 | Built expertise in assessing company value and competitive advantage . |
| Morningstar | Head of Global Equity Research | 2014–2018 | Led equity research; advanced coverage quality and team scale . |
| Morningstar | Chief Strategy Officer | 2018–2025 (7 years) | Drove capital allocation and acquisitions to expand revenue profile and capabilities . |
| Morningstar | President, Research & Investments | 2023–2025 | Oversaw ~400-person team across equity/managed investments, ratings, and portfolio construction . |
External Roles
No public company directorships or external board roles are disclosed for Holt in the filings reviewed; he is not listed among Morningstar’s director nominees or current directors .
Fixed Compensation
- Base salary, target bonus %, and 2024 cash/equity awards are not disclosed for Holt in the 2025 proxy because he became CFO in 2025 and was not a 2024 NEO .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (Corporate factor) | Adjusted Revenue | 50% | $2,292.5M | $2,278.6M | 98.5% unweighted factor | Cash/RSU mix; RSU portion from individual factor generally 18-month cliff (12 months for CEO) . |
| Annual Incentive (Corporate factor) | Adjusted Operating Income (AOI) | 50% | $609.6M | $677.5M | 127.8% unweighted factor | Same as above . |
| Annual Incentive (Total financial factor) | Combined | — | — | — | 113.2% financial performance factor | — |
| Long-term Equity | Market Stock Units (MSUs) | TSR | — | — | Prior 3-yr payouts: 106.0% (May 2021 grant), 82.5% (Nov 2021 grant) | Vest on 3rd anniversary; payout 0–200% of target based on 3-year TSR . |
| Long-term Equity | Stretch Performance Stock Units (PSUs) | Adjusted Operating Income | — | — | Only vest upon exceeding rigorous AOI growth targets; no grant-date accounting value recognized if stretch deemed not probable | Vest after 3 years; threshold/target vesting mechanics outlined; stretch requires exceeded AOI . |
| Time-based Equity | RSUs | — | — | — | — | RSUs vest in four equal annual installments from grant date anniversary . |
- Program design: Annual incentives are governed by the Corporate Incentive Plan, combining a financial performance factor (Adjusted Revenue and AOI, equally weighted) and an individual performance factor; a portion linked to individual performance may be delivered in RSUs . The compensation program emphasizes pay-for-performance and long-term value creation using TSR and AOI in equity awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Projected) | 4,096 shares post-plan, as of Dec 31, 2024 projection . |
| 10b5-1 Trading Plan | Adopted Dec 18, 2024; scheduled Mar 19–Dec 31, 2025; sale of up to 648 shares at specified prices . |
| Ownership % of Shares Outstanding | ~0.0096% (4,096/42,833,130), based on outstanding shares at Mar 1, 2025 . |
| Hedging/Pledging Policy | Hedging and publicly traded options transactions prohibited; pledging restricted to ≤15% of beneficially owned shares; standing orders limited to ≤72 hours . |
| Reported Pledging | Audit Committee reports no other pledging arrangements beyond Joe Mansueto; none for Holt . |
| Executive Ownership Guidelines | Must hold either $5,000,000 in shares or ≥33% of pre-tax vested shares (unvested awards excluded); continuing NEOs are in compliance as of Mar 1, 2025 . |
Employment Terms
| Provision | Non–Change-in-Control (Without Cause) | Change-in-Control (CIC) (Termination Without Cause or For Good Reason within 24 months of CIC) |
|---|---|---|
| Cash Severance | 1.0x base salary + 1.0x annual target bonus, paid over 12 months for CFO . | 1.5x base salary + 1.5x annual target bonus, lump sum . |
| Prorated Bonus for Year of Termination | Prorated annual bonus for fiscal year of termination (if employed ≥3 months), lump sum . | Additional lump-sum payment equal to annual target bonus for year of termination . |
| COBRA Premiums | Employer portion of monthly COBRA premiums for 12 months . | Lump-sum cash payment equal to COBRA premiums for 18 months . |
| Conditions | Requires execution of a general release; participation agreement includes restrictive covenants . |
Performance & Track Record
- Strategic execution: As CSO, Holt advanced revenue profile and capabilities through capital allocation and acquisitions; as President of Research & Investments, he oversaw ~400 professionals across ratings and investment analysis .
- Pay–performance outcomes: 2024 annual incentive corporate financial factor was 113.2% on the back of Adjusted Revenue/AOI outcomes ; long-term MSUs tied to 3-year TSR paid at 106.0% and 82.5% for 2021 grants, evidencing multi-year shareholder return alignment .
Compensation Committee and Governance Notes
- Committee composition: Compensation Committee—Steve Kaplan (Chair), Cheryl Francis, Steve Joynt, Bill Lyons, Doniel Sutton; all independent; Pay Governance serves as independent consultant, with no conflicts identified .
- Risk review: Annual review concludes compensation policies are not reasonably likely to have a material adverse effect; multi-year vesting and stock ownership requirements support long-term focus .
Say-on-Pay & Shareholder Feedback
| Vote | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory Vote on Executive Compensation (May 9, 2025) | 37,475,380 | 547,563 | 29,481 | 1,385,885 |
Investment Implications
- Alignment: Holt’s compensation levers are tied to Adjusted Revenue/AOI (annual) and TSR/AOI (long-term), reinforcing operating discipline and shareholder return focus; ownership guidelines and hedging prohibitions further align interests .
- Retention risk and severance economics: Newly adopted severance policy provides standardized CFO protections (1.0x non-CIC; 1.5x CIC, with prorated/current-year bonus and COBRA support), reducing transition risk while avoiding excessive CIC multiples; participation requires restrictive covenants .
- Trading signals: Holt’s 10b5-1 plan for up to 648 shares in 2025 is de minimis relative to outstanding shares and his projected beneficial ownership, suggesting low insider selling pressure .
- Performance backdrop: Above-target AOI funding and positive TSR-based MSU outcomes indicate execution momentum; continued emphasis on AOI in stretch PSUs raises the performance bar for long-term value creation .