Steve Joynt
Director at MORN
Board
About Steve Joynt
Steve Joynt (age 73) has over 40 years of leadership in the credit ratings industry and has served as an independent director of Morningstar, Inc. since December 2019. He previously was CEO of DBRS (2016–2019) and CEO of Fitch Group (2002–2012), with earlier structured finance leadership roles at Standard & Poor’s; he holds a B.S. in business administration from the University of Arizona. His board credentials emphasize deep expertise in fixed income and regulated businesses, governance, and finance/M&A, aligning with Morningstar’s growing credit and private markets businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DBRS (acquired by Morningstar) | Chief Executive Officer | 2016–2019 | Led a global, regulated ratings agency; operating experience in credit ratings |
| Fitch Group | Various roles including Chief Executive Officer | 2002–2012 | Oversight across ratings business; leadership in credit policy and operations |
| Standard & Poor’s | Analytical roles; Managing Director, U.S. structured finance | ~12 years (earlier career) | Built structured finance capabilities; analytical leadership |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Steve Joynt |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Not disclosed |
Board Governance
| Governance Topic | Detail |
|---|---|
| Independence | Independent under Nasdaq rules; Morningstar board is 80% independent; committee members and chairs are independent |
| Committee assignments | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee leadership | Not a chair (Comp Committee chaired by Steve Kaplan; NCGC chaired by Bill Lyons) |
| Meeting cadence (2024) | Board met 5 times; Audit 9, Compensation 4, NCGC 4 |
| Attendance | Each director attended at least 75% of Board and applicable Committee meetings in 2024 |
| Executive sessions | Independent directors hold executive sessions at each regular Board and Committee meeting |
| Retirement policy | Mandatory retirement age is 73, applicable only after completing 10 years of board service; Joynt is 73 and has ~6 years of service, so policy not yet applicable |
| Overboarding policy | Max 4 public boards for non-executive directors; none of current directors serve on more than 2 other boards; Joynt shows none |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard retainer for non-employee directors |
| Committee membership fees | $10,000 | $5,000 per committee (Compensation; NCGC) |
| Cash fees total | $60,000 | As reported for Joynt |
| Annual equity grant (RSUs) grant-date fair value | $189,949 | RSUs vest over 3 years; 2024 annual equity retainer increased from $165,000 to ~$190,000 |
| Unvested RSUs at 12/31/2024 | 1,445 | Applies to each non-employee director |
| Total reported director compensation (2024) | $249,949 | Cash + stock awards |
Performance Compensation
| Metric/Vehicle | Design | 2024 Notes |
|---|---|---|
| RSUs (directors) | Time-based vesting | Annual grant valued at ~$190,000; vest over three years, subject to continued service |
| Performance conditions | None for director RSUs | Director equity is service-vested; no performance metrics disclosed for directors |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None disclosed for Joynt |
| Shared directorships with competitors/suppliers/customers | Not disclosed; Board reviewed independence and found no relationships interfering with independent judgment |
| Compensation Committee interlocks | None disclosed; Comp Committee members (including Joynt) are independent and not current/former MORN officers |
Expertise & Qualifications
- 40+ years in credit ratings leadership; deep fixed income expertise across sovereign, corporate, asset-backed, and structured credits .
- Board skills matrix flags strengths in CEO leadership, operations, finance/M&A, governance/regulatory compliance, and talent/compensation; relevant industry experience in asset management/advisory, private investments, credit ratings .
- Valuable operating experience as CEO in regulated environments; brings governance discipline to Compensation and NCGC workstreams .
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Beneficial ownership (shares) | 3,073 |
| Ownership as % of shares outstanding | Less than 1% (outstanding shares: 42,833,130) |
| Unvested RSUs | 1,445 (as of 12/31/2024) |
| Pledging/Hedging status | Company policy prohibits hedging; pledging capped at 15% of beneficial ownership; currently no pledges reported other than Joe Mansueto |
| Director ownership guidelines | Must hold either $5,000,000 in shares OR ≥25% of total pre-tax vested RSUs granted since becoming a director; NCGC monitors compliance (individual compliance not disclosed) |
Insider Filings
| Item | Detail |
|---|---|
| Section 16(a) filing status (2024) | No delinquent filings disclosed for Joynt; delinquencies noted for other individuals (Lyons, Dunn, Wiersema, Joe Mansueto) |
Governance Assessment
- Committee effectiveness: Joynt serves on Compensation and NCGC—both core governance committees—supporting oversight of executive pay design, equity programs, director nominations, board refreshment, and governance policies; committees focus on AOI/TSR pay alignment, equity grant discipline, and governance risk oversight .
- Independence and conflicts: Board affirms Joynt’s independence; no related party transactions since Jan 1, 2024; independence review considered ordinary-course relationships and found no impairments .
- Attendance and engagement: Meets thresholds (≥75% attendance) and participates in executive sessions; Board runs annual evaluations and robust strategy/talent engagement with management, reinforcing board effectiveness .
- Ownership alignment: Holds equity (3,073 shares; 1,445 unvested RSUs), subject to director ownership guidelines; hedging prohibited and pledging limited, with no pledges reported beyond Executive Chairman .
- Compensation structure: Director pay emphasizes long-term alignment via 3-year RSU vesting; equity retainer increased to reflect market—no meeting fees, modest committee retainers, consistent governance-friendly design .
- Potential signals/red flags:
- Retirement policy: Joynt is at the age threshold (73) but tenure <10 years; monitoring of board refreshment disclosed—no immediate retirement implication but signals medium-term succession planning .
- Interlocks/overboarding: None disclosed; aligns with overboarding policy .
- Related-party risk: None reported during period; Audit Committee reviews related-party transactions and pledging risks annually .
Net view: Joynt’s credit ratings leadership and governance committee service bolster oversight of Morningstar’s credit businesses and executive compensation frameworks. With confirmed independence, solid attendance, and alignment-focused director equity, we see no material governance red flags; medium-term board refresh planning is prudent given age policy parameters .