Marcy Klevorn
NORTHERN TRUSTAbout Marcy S. Klevorn
Independent director at Northern Trust Corporation since 2019; age 65 as of the 2025 proxy. Former Ford Motor Company executive with senior technology and transformation roles, and current board experience in technology and healthcare. Serves on the Audit and Business Risk Committees and chairs the Board’s Cybersecurity Risk Oversight Subcommittee. The Board deems her independent under SEC and NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | Chief Transformation Officer | 2019 | Led enterprise transformation initiatives |
| Ford Motor Company | EVP & President, Mobility | 2017–2019 | Drove emerging mobility strategy |
| Ford Motor Company | CIO & Group VP, Information Technology | 2015–2017 | Enterprise IT leadership; cybersecurity experience |
| Ford Motor Company | Director, Office of the CIO | 2013–2015 | IT governance and alignment |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Cerence, Inc. | Director | Since 2023 | Not disclosed in NTRS proxy |
| Humana, Inc. | Director | Since 2021 | Not disclosed in NTRS proxy |
| Pivotal Software, Inc. | Director (prior) | 2016–2019 | Prior public-company board role |
Board Governance
- Committee assignments: Audit; Business Risk; Chair, Cybersecurity Risk Oversight Subcommittee (a subcommittee of Business Risk). All are independent-only committees/subcommittees.
- Independence: Board determined Klevorn and other non-employee directors are independent.
- Attendance: In 2024, the Board met 17 times; all incumbents attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting. Similar attendance disclosures in 2023 and 2022.
- Election support: Strong shareholder support in recent annual meetings (see “Say-on-Pay & Shareholder Feedback”).
| Committee | 2022 Meetings | 2023 Meetings | 2024 Meetings |
|---|---|---|---|
| Audit | 9 | 7 | 9 |
| Business Risk | 6 | 8 | 9 |
| Cybersecurity Risk Oversight Subcommittee | 9 | 8 | 7 |
Fixed Compensation
- Northern Trust non-employee director program: cash retainers plus RSU grants; optional deferral of cash and stock units into stock units; dividend equivalents on deferred units accrue per policy.
- Ownership guidelines: 5x annual cash retainer within five years; retain 100% of net-after-tax shares until compliant.
| Compensation Component | 2024 Amount |
|---|---|
| Annual Cash Retainer | $110,000 |
| Annual RSU Grant (grant-date fair value) | $145,000 |
| Lead Director Retainer | $42,500 |
| Committee Chair Retainer | $25,000 |
| Committee Member Retainer (Audit, Business Risk, Capital Governance) | $10,000 |
| Subcommittee Chair Retainer | $25,000 |
| Cybersecurity Risk Oversight Subcommittee Retainer (including Chair) | $10,000 |
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2021 | $150,000 | $124,979 | $274,979 |
| 2022 | $165,000 | $144,950 | $309,950 |
| 2023 | $165,000 | $144,987 | $309,987 |
| 2024 | $165,000 | $144,958 | $309,958 |
Deferral elections are available; deferred cash converts to stock units; dividends on deferred stock units convert into additional stock units for deferrals on/after Jan 1, 2018.
Performance Compensation
- Structure: RSUs (time-based) vest at the following annual meeting; no PSUs/options for directors disclosed.
- Annual RSU grant vesting: 2024 grant vests April 22, 2025; each stock unit converts into one share at vesting unless deferred.
| Year-end | Unvested RSU Units Held (per non-employee director) | Vesting Date | Grant Year Fair Value |
|---|---|---|---|
| 2021 | 1,164 units | Apr 20, 2022 (2021 grant vesting date per program) | $124,979 (2021 grant) |
| 2022 | 1,343 units | Apr 25, 2023 (2022 grant vesting date per program) | $144,950 (2022 grant) |
| 2023 | 1,855 units | Apr 16, 2024 (2023 grant vesting date per program) | $144,987 (2023 grant) |
| 2024 | 1,822 units | Apr 22, 2025 (2024 grant vesting date) | $144,958 (2024 grant) |
Other Directorships & Interlocks
| Company | Sector Relationship to NTRS | Notes on Potential Interlocks/Conflicts |
|---|---|---|
| Cerence, Inc. | Technology; not disclosed as NTRS customer/supplier in proxy | No related-party transactions involving Klevorn disclosed by NTRS; Board independence confirmed. |
| Humana, Inc. | Healthcare; not disclosed as NTRS customer/supplier in proxy | No related-party transactions involving Klevorn disclosed by NTRS; Board independence confirmed. |
In 2021 independence review, NTRS noted it provided financial services to directors or affiliates “except for Ms. Klevorn and Mr. Tribbett,” with such transactions arm’s-length and immaterial; the Board determined independence was unaffected.
Expertise & Qualifications
- Technology and cybersecurity oversight: Former CIO and transformation leader at Ford; chairs NTRS Cybersecurity Risk Oversight Subcommittee.
- Risk oversight: Member of Business Risk Committee; engaged in enterprise risk framework oversight.
- Audit literacy: Member of Audit Committee; Board states all Audit members possess requisite financial experience.
Equity Ownership
- Beneficial ownership trend:
| As-of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Dec 31, 2022 | 4,551 | <1% | Sole voting/investment power generally; see footnotes in the proxy. |
| Dec 31, 2023 | 6,149 | <1% | Sole voting/investment power generally; see footnotes in the proxy. |
| Dec 31, 2024 | 8,324 | <1% | Sole voting/investment power generally; see footnotes in the proxy. |
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Ownership guidelines compliance:
- As of Dec 31, 2021 and Dec 31, 2022, Klevorn had not yet met 5x retainer guideline but was expected to reach minimum by the transition deadline ending January 22, 2024.
- As of Dec 31, 2023, all non-employee directors met or exceeded the guidelines.
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Hedging/pledging policy: Directors are prohibited from short selling, margining, pledging, hypothecating, trading in options/warrants/puts/calls/derivatives on NTRS stock, and engaging in any hedging transactions.
Say-on-Pay & Shareholder Feedback
| Item | 2023 Annual Meeting (Apr 25, 2023) | 2024 Annual Meeting (Apr 16, 2024) |
|---|---|---|
| Director election – Marcy S. Klevorn | For: 180,206,591; Against: 887,103; Abstain: 568,593; Broker non-votes: 10,086,423 | For: 173,064,889; Against: 2,359,525; Abstain: 261,561; Broker non-votes: 11,487,582 |
| Advisory vote on executive compensation | For: 175,807,644; Against: 5,495,682; Abstain: 358,961; Broker non-votes: 10,086,423 | For: 166,292,990; Against: 9,010,669; Abstain: 382,316; Broker non-votes: 11,487,582 |
| Auditor ratification (KPMG) | For: 182,785,001; Against: 8,826,507; Abstain: 137,202 | For: 180,888,622; Against: 6,170,375; Abstain: 114,560 |
2022 Annual Meeting also showed strong support for Klevorn’s re‑election (For: 181,569,305; Against: 520,960; Abstain: 144,387; broker non-votes: 10,050,463).
Related-Party Transactions & Conflicts
- Policy: Audit Committee-administered Related Person Transactions Policy (>$120k; directors, nominees, officers, >5% owners, immediate family, household members). Only transactions consistent with best interests of the Corporation are approved.
- Independence review: In 2021, NTRS provided ordinary-course financial services to most directors or affiliates, “except for Ms. Klevorn and Mr. Tribbett”; all were arm’s-length, immaterial, and did not impair independence.
- No Klevorn-specific related-party transactions are disclosed.
Governance Assessment
- Board effectiveness: Klevorn’s technology and transformation background is directly leveraged via her chair role on the Cybersecurity Risk Oversight Subcommittee, a critical oversight function for a financial institution; subcommittee met 7 times in 2024, indicating active engagement.
- Independence and attendance: Clear independence determinations and adequate attendance; strong election results support investor confidence.
- Compensation alignment: Non-employee director compensation is balanced between cash retainers and annual RSUs, with robust ownership guidelines (5x retainer) and anti-hedging/pledging prohibitions; Klevorn reached guideline compliance by 2023 year-end.
- RED FLAGS: None disclosed regarding low attendance, related-party transactions, hedging/pledging, or say-on-pay weakness; prior note of guideline transition period was addressed by 2023 year-end.
Additional governance practices include majority independent Board, engaged Lead Director, proxy access, and regular committee chair rotations/self-evaluations.