Bobby Mehta
NORTHERN TRUSTAbout Bobby Mehta
Siddharth N. “Bobby” Mehta, age 66, has served as an independent director of Northern Trust Corporation since 2019. He sits on the Business Risk Committee (including its Cybersecurity Risk Oversight Subcommittee) and the Capital Governance Committee; the Board has affirmed his independent status under NASDAQ rules . In 2024, the Board met 17 times, all incumbent directors met at least 75% attendance thresholds, and all directors then serving attended the 2024 Annual Meeting; independent directors held 14 executive sessions in 2024, underscoring engagement and oversight rigor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransUnion | President and Chief Executive Officer | 2007–2012 | Led a global risk and information solutions provider; experience cited by NTRS as relevant to financial services oversight . |
| HSBC Finance Corporation; HSBC North America Holdings | Chief Executive Officer | 2005–2007 | Large, complex financial institution leadership; Board cites management experience at complex organizations . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Allstate Corporation | Director | Since 2014 | Current public company directorship . |
| Jones Lang LaSalle Incorporated | Director | Since 2019 | Current public company directorship . |
| TransUnion | Director | 2007–2022 | Prior public company board . |
| Piramal Enterprises Limited | Director | 2013–2020 | Prior public company board . |
Board Governance
- Current committee assignments: Business Risk Committee member (and Cybersecurity Risk Oversight Subcommittee member) and Capital Governance Committee member; no current committee chair roles listed for Mr. Mehta .
- Business Risk Committee met 9 times in 2024; the Cybersecurity Subcommittee met 7 times in 2024, indicating elevated cyber risk oversight; the Capital Governance Committee met 7 times in 2024 and oversees capital planning, CCAR, capital ratios, and resolution planning .
- Independence: Board determined Mr. Mehta (and all current directors except the CEO) is independent under NASDAQ standards .
- Attendance/engagement: Board met 17 times in 2024; all incumbent directors met ≥75% attendance; all directors attended the 2024 Annual Meeting; independent directors met in executive session 14 times .
- Lead Independent Director: Jay L. Henderson; Board leadership combines Chair/CEO with a robust Lead Director role and frequent executive sessions .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $184,030 | Includes cash retainer and applicable committee/subcommittee and subsidiary board/committee fees for Mr. Mehta . |
| Stock Awards (2024) | $144,958 | 2024 annual RSU grant; directors’ RSUs vest at the 2025 Annual Meeting date . |
| Annual Cash Retainer (policy) | $110,000 | Plan-design cash retainer for non‑employee directors . |
| Committee Member Retainer (policy) | $10,000 | Per year for members of Audit, Business Risk, and/or Capital Governance (including Chairs) . |
| Cybersecurity Subcommittee Retainer (policy) | $10,000 | Annual retainer for subcommittee service (including Chair) . |
| Annual Director RSU Grant (policy) | $145,000 | Granted April 2024; vests at 2025 Annual Meeting; dividend equivalents follow vesting . |
| Deferral feature | — | Non‑employee directors may defer cash and/or stock units until service termination; cash deferrals convert to stock units; dividends on post‑2018 deferrals convert to additional units . |
Notes: Mr. Mehta’s $184,030 cash total includes fees for service on certain subsidiary board committees, as reflected in footnote (4) of the director compensation table .
Performance Compensation
Directors receive time-based RSUs only; no performance-conditioned equity is used for director pay.
| Equity Plan | Performance Metrics | Vesting Terms |
|---|---|---|
| Non‑employee Director RSUs | None | Annual grant vests at next Annual Meeting (April 22, 2025 for 2024 grant); dividend equivalents vest pro‑rata with units . |
Other Directorships & Interlocks
- Current public boards: Allstate (since 2014) and Jones Lang LaSalle (since 2019) .
- Governance policy flags “No overboarding of directors”; Mr. Mehta serves on two other public boards besides NTRS, consistent with this policy disclosure .
- Related party/ordinary course: The Corporation or subsidiaries provided financial services (e.g., trust, asset servicing, brokerage, credit) to directors or affiliates in 2024 on arm’s‑length terms; none were material, and the Board determined these relationships did not impair independence .
Expertise & Qualifications
- Financial services and risk leadership experience from CEO roles at TransUnion and HSBC U.S. operations; Board cites management and board experience at large, complex organizations and industry expertise as reasons for service .
- Cyber oversight: Member of the Cybersecurity Risk Oversight Subcommittee, which met seven times in 2024, supporting technology/cyber risk governance .
Equity Ownership
| Holding/Policy | Detail |
|---|---|
| Beneficial ownership (12/31/2024) | 7,531 shares of NTRS common stock; <1% of class . |
| Unvested director stock units | As of 12/31/2024, each non‑employee director serving on that date held 1,822 unvested stock units (Mehta included) . |
| Director ownership guideline | 5× annual cash retainer; all non‑employee directors met or exceeded guidelines as of 12/31/2024 . |
| Hedging/pledging | Prohibited for directors under the Securities Transactions Policy; short selling, margining, pledging, and hedging transactions are not permitted . |
| Deferrals | Directors may defer cash and/or stock units; post‑2018 dividends on deferred units convert into additional stock units . |
Governance Assessment
- Strengths: Independent status; multi-committee service focused on risk (Business Risk) and capital/resolution (Capital Governance); active cyber oversight (subcommittee met 7 times); strong Board engagement (17 meetings; 14 independent executive sessions); director ownership guideline compliance; robust anti‑hedging/pledging policy .
- Compensation alignment: Mix of cash plus time‑vested RSUs (2024: $184,030 cash; $144,958 equity); structure aligns directors with shareholders via equity while maintaining independence (no performance-based equity for directors) .
- Conflicts/related parties: Ordinary‑course financial services to directors/affiliates were arm’s‑length, not material, and did not affect independence; formal Related Person Transactions Policy governs review and approval .
- Workload/overboarding: Company discloses “No overboarding of directors”; Mr. Mehta holds two other public boards in addition to NTRS, consistent with the disclosed practice .