Steve Kaplan
Director at MORN
Board
About Steve Kaplan
Steve Kaplan (age 65) is an independent director of Morningstar, Inc. and has served on the Board since 1999. He chairs the Compensation Committee and is a member of the Nominating & Corporate Governance Committee (NCGC). Outside Morningstar, he is the Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance at the University of Chicago Booth School of Business, with deep expertise in private equity, venture capital, corporate governance, and executive talent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morningstar, Inc. | Advisory Board Member (prior to directorship) | Began 1998 | Advisory contributions prior to election to Board in 1999 |
| University of Chicago Booth School of Business | Professor; Neubauer Family Distinguished Service Professor of Entrepreneurship & Finance; Kessenich E.P. Faculty Director, Polsky Center | Since 1988 | Research and teaching in entrepreneurship, finance, corporate governance |
| Public & Private Companies | Director (prior service) | Not disclosed | Prior public and private company board experience (names not specified in proxy) |
External Roles
| Organization | Role | Notes |
|---|---|---|
| National Bureau of Economic Research (NBER) | Research Associate | Academic research affiliation |
| NextGen Growth Partners | Investment Committee Member | Private equity investment committee role |
| Illinois Venture Capital Association | Director | Industry association board role |
Board Governance
- Independence: The Board determined Steve Kaplan is independent under Nasdaq rules. In its independence review, the Board specifically considered Joe Mansueto’s charitable commitment to the University of Chicago (where Kaplan is a professor) and found nothing contrary to independence standards.
- Attendance: In 2024, the Board held five meetings; each director attended at least 75% of the meetings of the Board and the committees on which they served.
- Executive sessions: Independent directors meet in executive session at each regular Board and Committee meeting.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation Committee | Chair | 4 | All members independent; oversees CEO/NEO pay, incentive plan design, policy (including recoupment), and Say-on-Pay |
| Nominating & Corporate Governance Committee | Member | 4 | Oversees board composition, director succession/refreshment, governance policies, stock ownership compliance, and CEO succession |
Fixed Compensation (Director)
| Component | 2024 Amount/Structure | Source |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | |
| Committee Member Cash Retainer (per committee) | $5,000 | |
| Compensation Committee Chair Cash Retainer | $15,000 | |
| Annual Equity Retainer (RSUs) | $190,000 (value at grant); increased from $165,000 in 2023 |
| Director 2024 Fees (Cash) | 2024 Stock Awards (RSUs, grant-date fair value) | Total |
|---|---|---|
| $75,000 | $189,949 | $264,949 |
Notes:
- RSUs for directors vest over three years, subject to continued service; new directors receive an initial $250,000 RSU grant vesting over three years.
Performance Compensation (Director)
| Equity Vehicle | Grant Practice | Vesting | 2024 Grant Indicator |
|---|---|---|---|
| Director RSUs | Annual grant at ~$190,000 value | Vests over 3 years (time-based) | As of 12/31/24, non-employee directors each held 1,445 unvested RSUs |
Directors do not receive performance-based equity (e.g., PSUs) at Morningstar; RSUs are time-vested.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Steve Kaplan in the proxy’s nominee summary (blank “Other Public Company Boards” field) |
| Compensation Committee interlocks | None: no committee member was a current/former officer, and no executive officer of Morningstar served on a board/comp committee with reciprocal ties during 2024 |
Expertise & Qualifications
- Extensive background in private equity, venture capital, entrepreneurial finance, corporate governance, executive talent, and corporate finance; brings analytic guidance on organic growth and M&A. Education: Ph.D. in business economics (Harvard) and B.A. in applied mathematics and economics (Harvard College).
- Board skills matrix includes strong Accounting/Finance/M&A and Governance/Compliance experience for Kaplan.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | As-of Date |
|---|---|---|---|
| Steve Kaplan | 39,871 | <1% | March 1, 2025 |
| Additional Alignment Items | Status |
|---|---|
| Unvested Director RSUs | 1,445 unvested RSUs as of 12/31/2024 (per director) |
| Director Ownership Guidelines | Hold $5,000,000 in MORN shares OR at least 25% of pre-tax vested RSUs granted since joining the Board |
| Hedging/Pledging Policy | Hedging prohibited; pledging capped at 15% of beneficially owned shares; company reports no other pledging arrangements beyond Joe Mansueto’s legacy pledge (reviewed annually) |
Shareholder Voting & Insider Trading Signals
| 2025 Director Election (Steve Kaplan) | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Annual Meeting, May 9, 2025 | 36,060,614 | 1,959,198 | 32,612 | 1,385,885 |
| Source: SEC Form 8-K, Item 5.07 (Annual Meeting Results) |
| Say-on-Pay (2024 vote) | Result |
|---|---|
| 2024 advisory vote support | ~99.1% approval |
| Recent Form 4 Insider Trades (Director) | Date | Type | Shares | Price/Notes |
|---|---|---|---|---|
| Steven N. Kaplan | May 10, 2024 | Sale | 1,250 | ~$298.13 (open market) |
| Steven N. Kaplan | Mar 11, 2024 | Sale | 1,250 | Open market sale (Form 4) |
Related-Party Exposure and Conflicts Review
- Related-party transactions: Since Jan 1, 2024, Morningstar reports no related-party transactions requiring disclosure under Item 404 of Regulation S-K.
- Independence review: The Board specifically evaluated Joe Mansueto’s $35 million charitable contribution commitment to the University of Chicago (where Kaplan is a professor) and concluded it did not impair Kaplan’s independence.
- Hedging/pledging safeguards: Directors are prohibited from hedging and may not pledge more than 15% of their beneficially owned MORN shares; company reports no other pledging arrangements beyond Joe Mansueto’s legacy pledge (monitored by Audit Committee).
Compensation Committee Focus (as Chair)
- Program design emphasizes pay-for-performance: Annual incentives tied 50% to Adjusted Revenue and 50% to Adjusted Operating Income (AOI); long-term equity uses market stock units (MSUs) linked to three-year TSR; 2024 introduced “stretch PSUs” that only vest for rigorous three-year AOI outperformance.
- Shareholder alignment: 2024 Say-on-Pay passed with ~99.1% support; 2021 MSUs paid at 106.0% (May grant) and 82.5% (Nov grant) based on three-year TSR and Adjusted Revenue kicker (legacy feature).
- Public comment from Kaplan (2025 Annual Meeting): “the board is very focused on value creation and particularly AOI... on the stretch targets, we’re also focused on making them really hard.”
Governance Assessment
-
Positives (confidence signals)
- Long-standing independent director with deep governance and finance expertise; serves as Compensation Committee Chair and member of NCGC, central to oversight of pay, talent, and governance.
- High investor support: ~99.1% Say-on-Pay (2024) and strong 2025 re-election support (36.06M For vs. 1.96M Against).
- Robust policies: restrictive hedging/pledging policy; annual independence reviews; no related-party transactions in 2024; annual board/committee self-evaluations; routine independent director executive sessions.
- Pay design enhancements (shift to AOI for short-term, rigorous AOI-based stretch PSUs) align with value creation focus under Kaplan’s committee leadership.
-
Watch items
- Tenure and refreshment: Kaplan has served since 1999; while the Board actively manages refreshment and has a mandatory retirement age policy, long tenure can raise independence optics for some investors; NCGC is addressing director succession planning.
- Perceived linkage with University of Chicago: The Board reviewed Mansueto’s significant UChicago contributions (where Kaplan is faculty) and affirmed Kaplan’s independence, but investors may continue to monitor for perceived conflicts.
Overall, Kaplan’s governance profile and committee leadership, combined with strong shareholder outcomes and robust policy framework, support investor confidence in Morningstar’s board effectiveness and pay oversight.