Jay Henderson

About Jay L. Henderson

Lead Director and independent director of Northern Trust Corporation (NTRS) since 2016; age 69. He serves as Audit Committee Chair and sits on the Business Risk, Capital Governance, Corporate Governance, Executive, and Human Capital & Compensation Committees, bringing deep audit and risk oversight experience from senior leadership at PwC (Vice Chairman, Client Service 2007–2016; Greater Chicago Managing Partner 2003–2013). He is designated an audit committee financial expert by the Board .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee (Chair), Business Risk, Capital Governance, Corporate Governance, Executive, Human Capital & Compensation .
• Independence: Board determined he is independent under SEC and NASDAQ standards; all current directors except the CEO are independent .
• Attendance and engagement: Board held 17 meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting . Audit Committee met nine times; Business Risk nine times (plus 7 Cyber Subcommittee meetings); Capital Governance seven; Corporate Governance five; Human Capital & Compensation six; Executive Committee did not meet .
• Lead Director responsibilities and activity: Approves agendas/schedules, calls special meetings, presides over executive sessions, leads annual self-evaluation interviews, liaises with CEO, and engages with major stockholders; independent directors met in 14 executive sessions in 2024 under his leadership .

Fixed Compensation

• Standard non-employee director pay design (2024): Cash retainer $110,000; Lead Director retainer $42,500; Committee Chair retainer $25,000; Committee membership retainer $10,000 (Audit, Business Risk, Capital Governance); Subcommittee Chair retainer $25,000; Cyber Subcommittee retainer $10,000; Annual RSU grant $145,000 (granted April 2024, vests at the April 22, 2025 Annual Meeting) .
• Deferral program: Directors may elect to defer cash/stock unit compensation; post-2018 dividends reinvested into additional stock units; distributions in stock (lump sum or up to 10 annual installments) .

Performance Compensation

• Director equity is time-based RSUs (no PSUs/options); annual grant in April 2024 vests April 22, 2025; dividends on deferred stock units post-2018 convert into additional stock units; directors can elect deferral .
• As of Dec 31, 2024, each non-employee director held 1,822 unvested stock units from the April 2024 grant (Henderson included) .

Other Directorships & Interlocks

• Other public boards: Illinois Tool Works Inc.; The J. M. Smucker Company .
• Potential interlocks: Multiple NTRS directors also serve at ITW (Susan Crown since 1994; David H. B. Smith, Jr. since 2009), suggesting governance network ties and potential information flow across boards; monitor for conflicts in supplier/customer relationships though none are disclosed as material .

Expertise & Qualifications

• Audit committee financial expert designation (alongside Harrison, Moritz, Petrino, Smith, and Bynoe), reflecting advanced financial reporting and audit oversight capability .
• Extensive leadership in professional services and oversight across complex global organizations (PwC vice chair and managing partner roles) .
• Lead Director role signals strong independent leadership and investor engagement capacity .

Equity Ownership

Insider Trades (Form 4)

Governance Assessment

• Strengths:

  • Independent Lead Director with broad responsibilities; frequent executive sessions (14 in 2024), indicating robust independent oversight .
  • Audit Committee Chair and audit committee financial expert; high committee engagement (Audit met 9×; other key committees active) .
  • Strong shareholder support in elections across 2024–2025, though “against” votes rose in 2025; continued majority support .
  • Director ownership aligned with guidelines; no hedging/pledging permitted .

• Potential conflicts and monitoring items:

  • Related-party: Mr. Henderson’s daughter is a Bank Senior Vice President (compensation >$120k); employment reviewed annually by the Audit Committee under the Related Person Transactions Policy; Mr. Henderson recuses; transactions described as ordinary-course and not material—controlled but warrants ongoing monitoring. RED FLAG mitigated by formal oversight and recusal .
  • Interlocks: Multiple NTRS directors at ITW increase network ties; no material related-party transactions disclosed, but monitor for concurrent committee decisions affecting NTRS .

• Director Compensation structure:

  • Cash + time-based RSUs with optional deferral; no performance metrics tied to director equity—minimizes short-term risk incentives but reduces explicit pay-for-performance linkage at the director level .