Charles Tribbett III
NORTHERN TRUSTAbout Charles A. Tribbett III
Independent director of Northern Trust Corporation since 2005; age 69. Vice Chairman of the Board and CEO Advisory Group at Russell Reynolds Associates (since 2020) and Managing Director at Russell Reynolds Associates (since 1989). Determined independent by the Board under NASDAQ standards. Service tenure on NTRS board: ~20 years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Russell Reynolds Associates | Vice Chairman, Board and CEO Advisory Group | 2020–present | Global leadership consulting; evaluates and identifies senior management professionals |
| Russell Reynolds Associates | Managing Director | 1989–present | Executive search and leadership advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public or investment company boards | — | — | None (0) |
Board Governance
- Committee assignments: Human Capital and Compensation Committee (member); Corporate Governance Committee (member). Not a chair.
- Independence: Board determined Tribbett is independent.
- Attendance: In 2024, the Board held 17 meetings; all incumbent directors attended at least 75% of Board and applicable committee meetings. All directors attended the 2024 Annual Meeting.
- Committee activity levels (2024): HCCC met 6 times; Corporate Governance Committee met 5 times.
- Executive sessions: Independent directors met in executive session 14 times in 2024.
Fixed Compensation (Director Fees)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard for non-employee directors |
| Committee membership retainers | $0 | Committee retainer applies only to Audit, Business Risk, Capital Governance ($10,000); not applicable to his committees in 2024 |
| Committee chair retainer | $0 | Not a chair ($25,000 if chair) |
| Cash fees actually earned (2024) | $110,000 | Reported for Tribbett |
Performance Compensation (Director Equity)
| Grant | Grant date | Instrument | Units/Shares | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual director equity | April 2024 | RSUs | 1,822 units | $144,958 | Vests on April 22, 2025 (2025 Annual Meeting) | Standard annual grant of $145,000 in RSUs |
| Deferral | — | — | — | — | — | Directors may defer cash and stock units until service ends; dividends on units granted in 2018+ convert into additional stock units |
Performance metrics do not apply to director equity (time-based RSUs); company-wide clawback applies to incentive-based compensation for executives; hedging/pledging of company stock is prohibited for directors.
Other Directorships & Interlocks
- Other public company boards: none (0).
- Related-party/ordinary-course financial services: The company noted ordinary-course financial services with many directors, except Dhandapani, Klevorn, Moritz, Petrino, and Tribbett; none were material and did not impair independence. No related person transactions disclosed for Tribbett.
Expertise & Qualifications
- Global leadership consulting and executive search expertise (Russell Reynolds MD since 1989; Vice Chairman, Board & CEO Advisory Group since 2020).
- Governance roles: Member of Corporate Governance Committee; member of HCCC (compensation oversight).
Equity Ownership
| Measure | Amount | Source/Notes |
|---|---|---|
| Total beneficial ownership | 35,233 shares | As of Dec 31, 2024; <1% of class |
| Shares outstanding (reference) | 194,971,609 | Record date for 2025 meeting (used to contextualize % ownership) |
| Ownership as % of outstanding | ~0.018% | Computed from 35,233 / 194,971,609; table reports “<1%” |
| Unvested director RSUs | 1,822 units | Each non-employee director (except one newly added) held 1,822 unvested units from April 2024 grant as of 12/31/24 |
| Hedging/pledging | Prohibited | Company policy bars short selling, margining, pledging, and hedging |
| Ownership guidelines | 5x annual cash retainer; met | Non-employee directors must hold shares equal to 5× cash retainer by year 5; all met/exceeded as of 12/31/24 |
Insider Trades (Form 4, most recent)
Note: Award entries include periodic small acquisitions commonly related to director compensation/deferrals; holdings reflect post-transaction positions as reported. Data covers 2024–2025 YTD. (Form 4 links above)
Compensation Committee Analysis (Context for his HCCC role)
- HCCC composition in 2024: Donald Thompson (Chair), Susan Crown, Jay L. Henderson, Martin P. Slark, Charles A. Tribbett III; all independent; met 6 times.
- Independent compensation consultant: Meridian Compensation Partners; no conflicts identified; attended all 2024 HCCC meetings.
- Governance discipline: overlapping membership between HCCC and Audit/Business Risk Committees to align pay with risk oversight; clawback policy adopted per Rule 10D-1; no excise tax gross-ups; no single-trigger CIC benefits for executives.
Director Compensation (Program Snapshot)
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual RSU grant | $145,000 | Granted April 2024; vests at 2025 meeting; dividends accrue per plan |
| Annual cash retainer | $110,000 | Standard non-employee director retainer |
| Additional retainers | $10,000 (committee member: Audit/Business Risk/Capital Governance), $25,000 (committee chair), $42,500 (Lead Director) | Not applicable to Tribbett in 2024 |
| Actual 2024 total for Tribbett | $254,958 | $110,000 cash + $144,958 stock awards |
Say-on-Pay & Shareholder Feedback (Board-Level Signal)
- Say-on-Pay: 2023 NEO compensation received ~95% support at 2024 Annual Meeting, indicating strong shareholder alignment with compensation oversight.
- Board/management engagement: Board members (including independent directors) engaged with holders representing ~50% of common shares during 2024.
Governance Assessment
- Positives
- Long-tenured independent director with deep CEO/board advisory expertise (Russell Reynolds), serving on key governance and compensation oversight committees.
- No other public company boards (no overboarding risk) and no related-person transactions disclosed for Tribbett.
- Meets stringent stock ownership guidelines; hedging/pledging prohibited; alignment bolstered by annual RSU grants.
- Board effectiveness indicators: robust executive sessions (14 in 2024), active committees (HCCC 6; Corporate Governance 5), and strong Say‑on‑Pay support (~95%).
- Watch items
- One open‑market sale of 1,855 shares on Sep 13, 2024 (~$88.12), offset by routine equity awards; overall holdings remain modest relative to float (~0.018%). No pattern of large sales. (Form 4)
- Not a committee chair; influence exerted through membership rather than chair roles (neutral observation).
Overall, Tribbett presents as an experienced, independent voice on governance and compensation with no evident conflicts, solid attendance/engagement, and ownership alignment consistent with Northern Trust’s director compensation and ownership framework.