Jason Tyler
NORTHERN TRUSTAbout Jason Tyler
Jason J. Tyler is Executive Vice President and President of Wealth Management at Northern Trust, appointed effective October 1, 2024 after serving as Chief Financial Officer; he joined Northern Trust in 2011 following roles at Ariel Investments and Bank One/American National Bank . He holds an MBA from the University of Chicago Booth School of Business and an A.B. in Politics from Princeton University . As context for incentive alignment, Northern Trust delivered 2024 diluted EPS of $9.77, ROE of 17.4%, pre-tax margin of 32.1%, and record revenue of $8.3B, while three-year PSU awards for the 2022 grant paid out at 129.8% of target based on 13.6% adjusted ROE and 83.7th percentile relative ROE performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northern Trust | President, Wealth Management | Oct 2024–present | Leads overall performance of Wealth Management; drove strategic planning and transition in Q4 2024 . |
| Northern Trust | Chief Financial Officer | 2020–2024 | Oversaw reporting, capital planning, investor relations; led 2024 Q4 earnings and five-year plan . |
| Northern Trust Asset Management | Global Head, Institutional Group | 2014–2018 | Led institutional strategy and growth initiatives . |
| Northern Trust | Global Head, Corporate Strategy | 2011–2014 | Set enterprise strategy; “One Northern Trust” foundations . |
| Northern Trust Wealth Management | CFO | 2018–2019 | Drove productivity office and financial resiliency initiatives . |
| Ariel Investments | Director of Research Operations; Investment Committee Member | ~8 years prior to 2011 | Advanced research operations and investment governance . |
| American National Bank/Bank One | Corporate finance and banking roles | Prior to Ariel | Corporate finance leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TreeHouse Foods (NYSE: THS) | Director; Nominating & Corporate Governance Chair; Compensation Committee member | Director since 2019 | Age 53; term expires 2026 . |
| University of Chicago | Trustee | Since 2021 | Board of Trustees (five-year term) . |
| University of Chicago Laboratory Schools | Board Chair | Ongoing | Governance leadership . |
| Becker Friedman Institute (UChicago) | Advisory Council Member | Ongoing | Economics advisory council . |
| Northwestern Memorial HealthCare Foundation; Advance Illinois; Joffrey Ballet | Director/Trustee | Ongoing | Community/arts/education governance; former Joffrey chair . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $600,000 | $600,000 | Set in Feb 2024; no 2024 base increases for NEOs . |
| Annual Cash Incentive ($) | $990,000 | $1,020,000 | NPIP cash award; 2024 decisions reflect CFO role through Q3 and WM role in Q4 . |
| Stock Awards (Grant-Date Fair Value, $) | $2,520,087 | $2,310,100 | RSUs + PSUs per ASC 718 valuation . |
| Total Direct Compensation ($) | $3,900,000 | $4,000,000 | Committee’s “total direct” view linking pay to prior-year performance . |
| Summary Compensation Table Total ($) | $4,283,939 | $4,101,483 | SCT also includes pension changes and other comp . |
Performance Compensation
- Long-term incentives heavily equity-based: 65% PSUs, 35% RSUs for NEOs (70% of total incentive for NEOs; 75% for CEO) .
- Balanced scorecard design expanded to all NEOs beginning performance year 2025; 2024 used for CEO .
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| PSUs – 3-year average ROE (absolute) | 50% | 11–12% (Feb 2025 grants) | 2022 grant: Adjusted ROE 13.6% → 129.8% total PSU payout across absolute/relative | Cliff at end of 3-year period; payout formula with capped 150% . |
| PSUs – 3-year average ROE vs peer group (relative) | 50% | 50th percentile (target) | 2022 grant: 83.7th percentile → above target contributing to 129.8% total | As above . |
| RSUs – time-based | n/a | n/a | n/a | Vest 25% annually over 4 years; dividend equivalents deferred until vest . |
- 2024 Grants (Feb 21, 2024): RSUs 10,121 units; PSUs target 18,795 units; PSU max 28,193 units .
- 2022 PSU distributions (Feb 18, 2025): Tyler received 18,709 shares based on 129.8% payout .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 54,936 shares (incl. 11,440 exercisable options); <1% of class as of Dec 31, 2024 . |
| Options outstanding | Exercisable: 2,968 (exp 2/17/2025, $70.21); 4,599 (exp 2/16/2026, $58.25); 3,873 (exp 2/21/2027, $88.06) . |
| Unvested RSUs | 22,611 units ($2,317,628 market value at $102.50) . |
| Unearned PSUs (outstanding) | Max potential: 21,621 (2022), 26,148 (2023), 28,193 (2024) . |
| 2024 vesting/exercise activity | Option exercises: 2,466 shares; value realized $43,796; RSU/PSU vesting: 21,786 shares; value realized $1,747,451 . |
| Stock ownership guidelines | President: 5x base salary; all NEOs met/exceeded as of Dec 31, 2024; holding requirements apply if not met . |
| Hedging/pledging policy | Prohibits short selling, margining, pledging or hypothecation, and hedging transactions on NTRS securities . |
| Clawback | Rule 10D-1 recoupment policy covers erroneously awarded incentive-based comp for 3 fiscal years preceding restatement . |
RSU Vesting Schedule (as of Dec 31, 2024)
| Vest Date | Units |
|---|---|
| 3/1/2025 | 8,389 |
| 3/1/2026 | 6,816 |
| 3/1/2027 | 4,876 |
| 3/1/2028 | 2,530 |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (general) | U.S. plan provides 2 weeks per year of service up to <25 years or 52 weeks at ≥25 years; COBRA subsidy; plan-specific vesting treatment; caps aligned with 409A; applies to execs on same terms as similarly situated employees . |
| Change-in-Control (CIC) Plan | Double-trigger; cash severance = 2x (salary + average cash incentive), prorated bonus, welfare benefits for 24 months; no excise tax gross-up; single-trigger benefits not permitted; equity awards convert to acquirer units with continued vesting, accelerate upon qualifying termination . |
| Tyler – CIC amounts (hypothetical at 12/31/2024) | Total $12,367,811; cash severance $3,300,000; pro-rata bonus $1,050,000; RSUs $2,494,283; PSUs (target) $5,479,964; welfare benefits $43,564 . |
| Forfeiture/recoupment | Short- and long-term incentives subject to forfeiture/recoupment for misconduct/restatements and ex-post risk outcomes . |
| Perquisites (2024) | Personal use of company automobile ($976) and matching contributions; total “All Other Compensation” $18,976 . |
| Pension/SERP (PVAB at 12/31/2024) | Pension Plan $183,370; Supplemental Pension Plan $645,050 . |
| Deferred comp (Supplemental TIP) | Aggregate balance $197,614; 2024 executive contributions $15,300; registrant contributions $7,650; earnings $8,915 . |
Compensation Structure vs Performance Metrics
- Pay mix emphasizes at-risk equity: 70% of NEO incentive in long-term equity; PSUs at 65% of LT grant measured on three-year average ROE (absolute and relative) with payout 0–150% .
- Corporate performance factors affecting 2024 awards included record revenue, EPS, ROE above target range, and improved margin; Tyler’s 2024 evaluation considered CFO execution through Q3 and Wealth Management leadership in Q4 .
- Peer benchmarking and independent consultant (Meridian) inform program design; compensation peer group includes BK, STT, SCHW, BLK, PNC, USB, etc. .
- Strong shareholder support: 95% approval of 2023 NEO pay at 2024 annual meeting, underpinning continuity of design .
Performance & Track Record
- 2024 corporate metrics (context for Tyler’s incentive): revenue $8.3B vs $6.8B (+22%); trust/investment/servicing fees $4.73B (+8%); noninterest expense/fees improved to 119%; pre-tax margin 32.1%; ROE 17.4%; EPS $9.77 (+92%) .
- Wealth Management business under prior leadership delivered 2024 revenue $3.21B (+11%), fees $2.10B (+10%), pre-tax margin 37.8%, AUM $450.7B (+12%) .
- PSU payout for 2022 grant at 129.8% triggered share distributions on Feb 18, 2025, a potential technical flow consideration .
Compensation Committee & Governance Practices
- Human Capital & Compensation Committee composed solely of independent directors; overlapping membership with Audit and Business Risk enhances risk-informed pay decisions .
- No repricing of underwater options; no single-trigger CIC; prohibition on hedging/pledging; clawback policy adopted per Rule 10D‑1 .
- Stock ownership guidelines: President 5x salary; compliance enforced via 100% post-tax retention until met; all NEOs compliant as of year-end 2024 .
Equity Ownership Details
| Metric | Value |
|---|---|
| Total beneficial ownership | 54,936 shares; <1% of class . |
| Options exercisable | 11,440 shares total outstanding; expirations in 2025–2027 . |
| Unvested RSUs (MV at $102.50) | 22,611 units; $2,317,628 . |
| Unearned PSUs (max) | 21,621 (2022), 26,148 (2023), 28,193 (2024) . |
| 2024 vesting/exercise flows | 21,786 vested shares ($1,747,451); 2,466 option exercises ($43,796) . |
Employment Terms Summary (Tyler)
| Scenario | Key Economics |
|---|---|
| Retirement/Death/Disability | Continued or full vesting per award terms; RSUs and PSUs valued at year-end for disclosure . |
| Severance (non-CIC) | RSUs continue to vest; PSUs eligible for full vesting at period end subject to performance; general severance cash based on service . |
| CIC Termination (double-trigger) | Cash severance, pro-rata bonus, welfare benefits, and equity conversion/vesting; total $12,367,811 at 12/31/2024 valuation . |
Investment Implications
- Alignment and incentives: Tyler’s pay mix is primarily equity-linked to ROE over multi-year horizons, with robust ownership guidelines and clawback structures—supporting long-term alignment and discouraging risk-taking .
- Retention risk: Significant unvested RSUs and outstanding PSUs plus double-trigger CIC benefits reduce near-term departure risk; RSU vesting through 2028 and PSU cycles through 2026/2027 anchor retention .
- Selling pressure signals: 2025 option expiry (Feb 2025) and 2022 PSU distributions on Feb 18, 2025 present potential technical supply windows; however, hedging/pledging is prohibited, which mitigates leverage-induced selling pressure .
- Governance strength: High Say-on-Pay support (95%) and independent, risk-aware committee design with no single-trigger CIC and no repricing underpin compensation discipline, reducing governance-related risk discount .
Note: Attempts to fetch the most recent Form 4 transactions via the insider-trades skill were unsuccessful due to an authorization error; ownership and equity activity herein rely on the latest DEF 14A disclosures through 12/31/2024. **[73124_0001193125-25-053039_d909028ddef14a.htm:61]** **[73124_0001193125-25-053039_d909028ddef14a.htm:62]** **[73124_0001193125-25-053039_d909028ddef14a.htm:82]**