Donald Thompson
NORTHERN TRUSTAbout Donald Thompson
Independent director at Northern Trust Corporation since 2015; Age 61. Founder and Chief Executive Officer of Cleveland Avenue, LLC (food and beverage accelerator and investment company) since 2015; previously President and CEO of McDonald’s Corporation from 2012 to 2015. Current NTRS committee roles: Chair of the Human Capital and Compensation Committee (HCCC), member of the Capital Governance Committee and the Executive Committee. Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleveland Avenue, LLC | Founder & Chief Executive Officer | 2015–present | Leadership of investment platform (not otherwise disclosed) |
| McDonald’s Corporation | President & Chief Executive Officer | 2012–2015 | Led global foodservice corporation (not otherwise disclosed) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Caribbean Cruises Ltd. | Director | 2015–present | Not disclosed in NTRS proxy |
| Beyond Meat, Inc. | Director (former) | 2015–2021 | Not disclosed in NTRS proxy |
Board Governance
- Independence: The Board determined Thompson is independent under NASDAQ standards and company guidelines; 13 of 14 current directors are independent (CEO excepted).
- Committee assignments and activity:
- Human Capital and Compensation Committee (Chair); committee met 6 times in 2024.
- Capital Governance Committee (member); committee met 7 times in 2024.
- Executive Committee (member); committee did not meet in 2024.
- Attendance and engagement: The Board held 17 meetings in 2024; all incumbent directors attended at least 75% of Board and relevant committee meetings; all directors then serving attended the 2024 Annual Meeting.
- Executive sessions and evaluations: Independent directors met in executive session 14 times in 2024; Board conducted an annual self-evaluation with an independent third party engaged in 2024.
- Governance posture: Highlights include no poison pill, no staggered board, no supermajority voting, proxy access, and regular rotation of committee chairs.
Fixed Compensation (Director Pay)
| Component (2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $110,000 |
| Committee chair retainer (HCCC) | $25,000 |
| Committee membership retainer (Capital Governance) | $10,000 |
| Fees earned or paid in cash (reported) | $145,000 |
| Annual RSU grant (grant-date fair value) | $144,958 |
| Total 2024 director compensation (reported) | $289,958 |
| Notes: Thompson elected to receive stock units in lieu of cash for all annual cash retainers in 2024 (ownership-aligned). |
Performance Compensation (Director Equity)
| Grant | Grant Date | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSU | April 2024 | 1,822 | $144,958 | Vests on April 22, 2025 (2025 AGM); deferral available |
- Director equity awards are time-based RSUs (no performance metrics); dividends are deferred consistent with plan terms.
Other Directorships & Interlocks
| Company | Type | Current/Prior | Notes |
|---|---|---|---|
| Royal Caribbean Cruises Ltd. | Public | Current (since 2015) | One current public board as shown; within overboarding limits. |
| Beyond Meat, Inc. | Public | Prior (2015–2021) | Former director. |
Expertise & Qualifications
- Senior operating and CEO experience at a complex global corporation (McDonald’s), plus founder/CEO experience in growth investing (Cleveland Avenue), supporting compensation and talent oversight as HCCC Chair.
- The Board concluded he brings management and board experience at complex global corporations.
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (12/31/2024) | 25,891 shares |
| Unvested director stock units held (12/31/2024) | 1,822 units (April 2024 grant) |
| Shares outstanding (record date for 2025 AGM) | 194,971,609 shares |
| Ownership as % of shares outstanding | ~0.013% (25,891 / 194,971,609) |
| Hedging/pledging | Prohibited by company policy for directors and employees. |
| Director stock ownership guideline | 5x annual cash retainer; all non-employee directors met/exceeded as of 12/31/2024. |
Related-Party Exposure and Conflicts
- The company and subsidiaries provide ordinary-course financial services (e.g., asset servicing, credit, trust, brokerage) to most directors or their affiliates on market terms; the Board determined none were material or impaired independence (directors excepted from this practice are listed and do not include Thompson). No Thompson-specific related-party transactions were disclosed.
Say-on-Pay & Shareholder Feedback (Committee Oversight Signal)
- 2024 advisory vote approving 2023 NEO pay received ~95% support, indicating broad shareholder alignment with compensation practices overseen by the HCCC.
- Robust shareholder engagement: management and Board engaged holders representing ~50% of outstanding common stock in 2024.
Compensation Committee (HCCC) Analysis
- Composition: All members independent; HCCC met six times in 2024; chaired by Donald Thompson; overlapping membership with Audit and Business Risk committees as a risk-control feature.
- Independent compensation consultant (Meridian) engaged; no conflicts identified.
- Clawback policy compliant with SEC Rule 10D-1; short- and long-term incentives subject to recoupment; anti-hedging/pledging policy in effect.
- Peer groups and PSU design: Executive PSUs tied 50% to absolute 3-year ROE and 50% to relative 3-year ROE vs a large-cap financial peers set; maximum outcomes require top-tier relative performance.
Governance Assessment
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Strengths
- Independent director with deep large-cap operating experience; Chair of HCCC, signaling strong human capital and pay oversight.
- Positive shareholder oversight signals: ~95% say-on-pay support; robust investor engagement program.
- Alignment mechanisms: director equity grants, deferral of cash retainers into stock units, 5x retainer ownership guideline, anti-hedging/pledging policy.
- Board process quality: regular executive sessions (14 in 2024) and third-party-facilitated board evaluations in 2024.
- Overall governance posture: no poison pill, no staggered board, no supermajority voting; proxy access; regular rotation of committee chairs.
-
Watch items / potential conflicts
- Cleveland Avenue affiliation: while not a related-party transaction, monitor for any future dealings; per policy, the Audit Committee reviews and must approve any related-person transactions >$120,000, and current ordinary-course services to directors were deemed immaterial and on market terms.
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Red flags
- None disclosed for Thompson: no related-party transactions, no hedging/pledging, not overboarded, attendance threshold met; Executive Committee non-activity in 2024 is procedural (not a standing oversight committee).