Dean Harrison
NORTHERN TRUSTAbout Dean M. Harrison
Dean M. Harrison (age 70) is an independent director of Northern Trust Corporation, serving since 2015. He chairs the Board’s Business Risk Committee, is a member of the Audit and Executive Committees, and serves on the Cybersecurity Risk Oversight Subcommittee . Harrison is Executive Chairman of Northwestern Memorial HealthCare (since 2023) and previously served as President and CEO (2006–2022), bringing deep experience leading a large, complex, highly regulated organization with strong risk oversight credentials . The Board has determined he is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern Memorial HealthCare | Executive Chairman | 2023–present | Oversight of large, complex healthcare enterprise; risk oversight in a highly regulated industry |
| Northwestern Memorial HealthCare | President & CEO | 2006–2022 | Led a major academic health system; extensive risk management experience |
External Roles
| Organization | Role | Public Company Board Status | Notes |
|---|---|---|---|
| Northwestern Memorial HealthCare | Executive Chairman | N/A (non-public) | Primary teaching affiliate of Northwestern University Feinberg School of Medicine |
| Other public company boards | — | 0 current boards | No current public company directorships |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director per Board determination |
| Committee Assignments | Business Risk (Chair) ; Audit (Member) ; Executive (Member) ; Cybersecurity Risk Oversight Subcommittee (Member) |
| Committee/Subcommittee Activity (2024) | Business Risk: 9 meetings ; Audit: 9 meetings ; Cybersecurity Subcommittee: 7 meetings ; Executive Committee: did not meet |
| Board Attendance (2024) | Board held 17 meetings; all incumbent directors attended ≥75% of Board/committee meetings during their service period; all directors attended the 2024 Annual Meeting |
| Independent Director Engagement | Independent directors met in executive session 14 times in 2024 |
Fixed Compensation
| Component | 2024 Plan Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Paid in cash unless director elects deferral to stock units |
| Annual RSU Grant | $145,000 | RSUs vest on April 22, 2025 (2025 Annual Meeting date) |
| Committee Chair Retainer | $25,000 | Applies to committee chairs (Harrison chairs Business Risk) |
| Committee Member Retainer | $10,000 | Applies to Audit, Business Risk, Capital Governance committee members |
| Cybersecurity Subcommittee Retainer | $10,000 | Applies to subcommittee members, including chair |
2024 actuals for Dean M. Harrison:
| 2024 Fees Earned (Cash) | 2024 Stock Awards (Fair Value) | 2024 Total |
|---|---|---|
| $184,030 | $144,958 | $328,988 |
- Harrison elected to receive stock units in lieu of cash for all annual cash retainers in 2024 .
Performance Compensation
| Element | Metric | Payout Determination | Vesting |
|---|---|---|---|
| Director RSUs | Time-based (no performance metrics disclosed) | Grant fair value $145,000; 2024 grant accounted at $144,958 fair value | Vests on 2025 Annual Meeting (April 22, 2025) |
- Directors may elect to defer cash and/or stock unit compensation; deferred cash is converted into stock units and dividends on stock units are treated per deferral election timing .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Current public company boards | None (0) |
| Interlocks / related parties | The Corporation or its subsidiaries provided ordinary-course financial services (e.g., trust, brokerage, asset servicing) to directors or affiliated entities (with exceptions noted), on substantially the same terms as unrelated parties; Board determined these relationships were not material and did not impair independence . No Harrison-specific related-party transaction is disclosed. |
Expertise & Qualifications
- Extensive leadership of a large, complex, highly regulated organization; strong risk oversight experience .
- Board rationale for service emphasizes integrity, judgment, and risk management expertise .
Equity Ownership
| Holder | Beneficial Shares | Percent of Class | Unvested Director Stock Units | Ownership Guidelines | Compliance |
|---|---|---|---|---|---|
| Dean M. Harrison | 28,068 | <1% | 1,822 unvested stock units as of 12/31/2024 | Directors must hold ≥5x annual cash retainer within 5 years | All non-employee directors met/exceeded guidelines as of 12/31/2024 |
- Hedging, short selling, margining, pledging or hypothecating Northern Trust securities are prohibited for directors under the Securities Transactions Policy .
Governance Assessment
- Board effectiveness: Harrison’s chairmanship of Business Risk and membership on Audit and the Cybersecurity Subcommittee align him with core risk, financial reporting, and technology risk oversight—key areas for a global financial institution . Independent status, robust committee activity, and frequent executive sessions support strong governance .
- Alignment: Election to receive stock units in lieu of cash and compliance with ownership guidelines demonstrate ownership alignment; hedging/pledging prohibitions further protect alignment .
- Conflicts: No specific related-party transactions disclosed for Harrison; ordinary-course financial services relationships to directors and affiliates were reviewed and deemed immaterial without independence impact .
- Attendance and engagement: The Board and relevant committees exhibited active meeting cadence; all directors met the ≥75% attendance threshold and attended the Annual Meeting .
- Red flags: None disclosed specific to Harrison. No overboarding flag noted in governance highlights; policy bars hedging/pledging; no director-specific controversies reported in the proxy .