David Fox Jr.
NORTHERN TRUSTAbout David W. Fox, Jr.
David W. Fox, Jr. is Executive Vice President and Chief Financial Officer of Northern Trust Corporation, appointed effective October 1, 2024; he joined Northern Trust in 2012 and is age 65 . Prior to becoming CFO, he led the Global Family & Private Investment Offices (GFO) business (2015–Sep 2024) and previously served as Head of the Americas for Asset Servicing (2012–2015); earlier in his career he held various leadership roles at J.P. Morgan, including Vice Chairman of Investment Banking . 2024 performance context included strong corporate metrics (ROE 17.4%, diluted EPS $9.77 vs $5.08 in 2023) and record total revenue $8.3B, while Fox’s GFO unit posted 11% trust/investment fee growth, AUM +18% to $170.2B, and AUC +10% to $802.4B; Fox led Q4 earnings reporting as CFO and enhanced IR materials . Education credentials are not disclosed in Northern Trust’s 10-K or proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northern Trust | Chief Financial Officer | Oct 2024–present | Led Q4 2024 earnings reporting; advanced 5-year financial plan; improved IR materials |
| Northern Trust | President, Global Family & Private Investment Offices | 2015–Sep 2024 | Grew trust/investment fees to $395.5M (+11% YoY); AUM to $170.2B (+18%); AUC to $802.4B (+10%) |
| Northern Trust | Head of the Americas, Asset Servicing | 2012–2015 | Oversaw regional asset servicing operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.P. Morgan | Vice Chairman of Investment Banking; various leadership roles | Not disclosed | Senior leadership in investment banking prior to joining Northern Trust |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Base Salary | 560,000 | First year as NEO; CFO as of Oct 1, 2024 |
| Short-Term Annual Cash Incentive (NPIP) | 657,000 | Awarded for 2024 performance |
| All Other Compensation | 15,655 | TIP/Supplemental TIP contributions $10,350; perqs $5,305 (wealth/tax planning); no tax reimbursements for Fox |
| Total Reported Compensation (Summary Compensation Table) | 2,017,262 | Includes stock awards grant-date fair value for 2024 grants |
Northern Trust notes differences between the Summary Compensation Table (grants counted in year granted) versus “2024 Compensation Outcomes” (awards granted in Feb 2025 for 2024 performance), which is how the Committee views pay-for-performance .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout/Grant Details | Vesting |
|---|---|---|---|---|---|---|
| Performance Stock Units (2024 grant) | Three-year average ROE (absolute) and relative ROE vs peer group | 50% absolute ROE; 50% relative ROE | 11–12% absolute ROE → 100%; 50th percentile relative → 100% | n/a (covers 2024–2026) | Target shares 2,272; Max 3,408; Grant-date fair value $181,510 | Vest over 3 years; payout formula per ROE goals |
| Performance Stock Units (2022 grant, paid Feb 18, 2025) | Three-year average ROE (absolute) and relative ROE | 50%/50% | Absolute target 12% | Adjusted ROE 13.6% (absolute); 83.7th percentile (relative) | Paid at 129.8% of target; Fox received 2,382 shares | Paid on Feb 18, 2025 |
| Restricted Stock Units (2024 grant) | Time-based (no performance metric) | n/a | n/a | n/a | 6,816 RSUs; grant-date fair value $544,530 | Ratable over 4 years |
| 2024 Long-Term Incentive Mix | PSUs and RSUs | n/a | n/a | n/a | PSUs 65%; RSUs 35% of LTI | n/a |
| 2024 “Total Incentive Compensation” (awarded Feb 2025 for 2024 performance) | Cash + Equity | n/a | n/a | n/a | Cash $657,000; PSUs $996,450; RSUs $536,550; Total incentives $2,190,000; Total direct comp $2,750,000 | n/a |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Dec 31, 2024) | 51,357 shares; less than 1% of class |
| RSUs vesting within 60 days of Dec 31, 2024 | 5,710 units (vested Mar 1, 2025) |
| Unvested RSUs (outstanding at FY-end) | 14,969 units; market value $1,534,323 (at $102.50 share price) |
| Unearned PSUs (outstanding at FY-end) | 9,323 units; payout value $955,608 (at $102.50 share price) |
| Options | None outstanding; no option exercises in 2024 (company hasn’t issued options to NEOs since 2017) |
| Scheduled RSU vesting (Fox) | 3/1/2025: 5,710; 3/1/2026: 4,473; 3/1/2027: 3,151; 3/1/2028: 1,635 |
| PSU maximum shares by grant year | 2022: 2,753; 2023: 3,162; 2024: 3,408 |
| Stock Ownership Guidelines | CFO required multiple: 4× base salary; all NEOs met or exceeded guidelines as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited: short selling, margining, pledging/hypothecating, and derivatives/hedging transactions |
Employment Terms
- Appointment and Tenure: CFO effective October 1, 2024; serves per corporation by-laws; at-will employment .
- Severance Plan (general U.S. plan): Lump sum equal to two weeks of base salary per year of service up to <25 years, or 52 weeks at ≥25 years; COBRA subsidy; full vesting under TIP/Supplemental TIP/Pension/Supplemental Pension; enhanced early retirement eligibility; special NPIP-based payment when notice period starts July 1–Dec 31; capped by Section 409A limits; contingent on release .
- Change-in-Control (CIC) Severance Plan: Benefits upon qualifying termination within two years post-CIC (double-trigger): 2× (salary + average cash incentive); prorated average cash incentive; 24 months welfare premiums; excise tax cutback/no gross-ups .
- Potential Payments (Assuming CIC termination at Dec 31, 2024): RSUs $1,659,360; PSUs $672,833; Cash Severance $2,165,467; Pro-Rata Bonus $522,733; Welfare Benefits $36,720; Total $5,057,114 .
- PSU Treatment on CIC: Pro rata portion converts based on actual performance to date; remainder converts at target; vesting continues subject to employment, with acceleration upon qualifying termination; if acquirer refuses conversion, awards vest at CIC .
- Clawback: Rule 10D-1 recoupment policy and misconduct-related forfeiture/recoupment, including ex-post risk outcomes .
Pension and Deferred Compensation
| Plan | Years of Credited Service | Present Value of Accumulated Benefit ($) |
|---|---|---|
| Pension Plan | 12.7 | 165,950 |
| Supplemental Pension Plan | 12.7 | 381,486 |
| TIP/Supplemental TIP contributions (2024) | n/a | 10,350 |
Performance & Track Record
- GFO Business Results (2024): Trust/investment/servicing fees $395.5M (+11% YoY); AUM $170.2B (+18%); AUC $802.4B (+10%) .
- CFO Transition Execution: Led Q4 earnings reporting; advanced five-year financial plan; enhanced IR materials .
- Corporate Performance Context (2024): ROE 17.4% (vs 10.0% in 2023); diluted EPS $9.77 (vs $5.08 in 2023); record total revenue $8.3B (note: includes Visa exchange gain) .
- Pay-for-Performance Alignment: PSUs pay 65% of LTI, vesting tied to three-year absolute/relative ROE; 2022 PSU payout 129.8% based on adjusted absolute ROE 13.6% and relative 83.7th percentile .
Compensation Structure Analysis
- Mix and Risk: Heavy emphasis on performance-based equity (PSUs 65% of LTI; RSUs 35%), balancing long-term ROE targets with retention via time-based vesting; NPIP cash limited share of incentives (≤30% for NEOs) .
- Governance Safeguards: Robust clawback; prohibition on hedging/pledging; capped incentive payouts; Committee can apply negative discretion .
- 2024 Outcomes (Fox): Cash incentive tied to corporate/individual objectives across GFO and CFO roles; LTI granted Feb 2025 reflecting 2024 performance ($996,450 PSUs; $536,550 RSUs) .
- Say-on-Pay Support: 95% approval at 2024 Annual Meeting for 2023 NEO compensation .
Equity Ownership & Selling Pressure Signals
- Scheduled RSU vesting over 2025–2028 creates regular delivery of shares (5,710; 4,473; 3,151; 1,635), but Northern Trust requires retention of 100% of net after-tax shares if below guideline; all NEOs met/exceeded guidelines as of Dec 31, 2024, and hedging/pledging is prohibited—mitigating forced selling or leverage risk .
- 2024 distributions: 7,864 shares vested (value $646,473) for Fox under stock awards; no option exercises as options are not issued to NEOs since 2017 .
Investment Implications
- Alignment: Strong linkage to long-term ROE via PSUs, with rigorous peer-relative component; hedging/pledging prohibited and CFO ownership guideline at 4× salary supports skin-in-the-game .
- Retention Risk: Significant unvested RSU/PSU value ($1.53M RSUs; $0.96M PSUs at FY-end) plus double-trigger CIC protection and severance mitigate near-term attrition; PSU retirement eligibility provisions exist but qualification for Fox is not disclosed .
- Trading Signals: Upcoming annual RSU vesting and PSU distributions could add share supply, but retention requirements and no hedging/pledging reduce sell pressure risk indicators; monitor Form 4 filings for net share dispositions around March and February vest events .
- Execution: GFO growth under Fox (fees +11%, AUM +18%, AUC +10%) and effective CFO transition suggest operational credibility; corporate ROE/EPS strength in 2024 supports PSU realizations, though adjustments and one-time gains (Visa) should be normalized in modeling .