Martin Slark
NORTHERN TRUSTAbout Martin P. Slark
Independent director of Northern Trust Corporation since 2011 (14 years of service), age 70. Former Chief Executive Officer of Molex LLC (2005–2018), bringing deep operating, global manufacturing, and risk oversight experience. Currently serves on the Human Capital and Compensation Committee; the Board has determined he is independent under NASDAQ standards. Attendance: all incumbent directors attended at least 75% of Board and applicable committee meetings in 2024; independent directors held 14 executive sessions in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Molex LLC | Chief Executive Officer | 2005–2018 | Led a complex global corporation; recognized for risk oversight experience |
External Roles
| Company / Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hub Group, Inc. (public) | Director | Since 1996 | Current public company directorship; 1 other public/investment company board per NTRS matrix |
Board Governance
- Independence: Board determined Mr. Slark is independent; all standing committees except the Executive Committee are composed solely of independent directors .
- Committee assignments (2024): Human Capital and Compensation Committee (member); HCCC met 6 times in 2024 .
- Board activity: Board met 17 times in 2024; all incumbent directors attended ≥75% of Board/committee meetings; all directors then serving attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in 14 executive sessions in 2024 (without management) .
Fixed Compensation
| Component (Non‑Employee Director) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Standard director cash retainer |
| Committee Chair Retainer | $0 | Applies only if serving as chair ($25,000); Mr. Slark is not a chair |
| Committee Membership Retainer | $0 | $10,000 applies only to Audit, Business Risk, Capital Governance; Mr. Slark serves on HCCC |
| Cyber Subcommittee Retainer | $0 | $10,000 applies to Cyber Subcommittee; not applicable |
| Lead Director Retainer | $0 | Not applicable |
| Cash Fees Actually Paid (2024) | $110,000 | Matches cash retainer; no additional fees |
Performance Compensation
| Equity Component | Grant Value | Grant/Vesting Terms | Performance Metrics |
|---|---|---|---|
| Annual RSU Grant (2024) | $144,958 | Granted April 2024; vests on April 22, 2025 (2025 AGM date). Director stock units have no voting rights; dividend equivalents subject to same vesting | None – time‑based RSUs only (no options/PSUs for directors) |
| Deferral Feature | Available | Directors may elect to defer cash and stock compensation; post‑2018 dividends on deferred stock units convert to additional stock units | N/A |
No director performance scorecards or PSU metrics apply; the Board’s design for non‑employee directors uses only time‑based RSUs (alignment via ownership vs. performance conditions) .
Other Directorships & Interlocks
- Current public board: Hub Group, Inc. (since 1996) .
- Interlocks/related-party exposure: The company noted it provides ordinary‑course financial services to most directors or their affiliates (on market terms), and determined these were not material and did not impair independence. No Slark‑specific related‑party transaction was disclosed .
Expertise & Qualifications
- Former CEO of a global manufacturer (Molex) with extensive risk oversight and operational leadership experience; Board cites his experience leading a complex global corporation and risk oversight credentials as qualification for service .
- Committee focus: Human capital, executive compensation, and succession (via HCCC mandate) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Class |
|---|---|---|
| Martin P. Slark | 21,888 | <1% (“*”) |
- Director stock ownership guidelines: 5x the annual cash retainer; as of Dec 31, 2024, all non‑employee directors met or exceeded the guideline (implies compliance for Mr. Slark) .
Governance Assessment
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Strengths
- Independent director with long operating tenure and risk oversight experience; serves on the Human Capital and Compensation Committee that met six times in 2024 .
- Strong ownership alignment via annual RSUs; directors subject to 5x cash retainer ownership guideline; company prohibits hedging/pledging/margining of company stock .
- Attendance and engagement: all directors met ≥75% attendance; independent directors conducted 14 executive sessions in 2024 .
- Compensation committee practices: fully independent membership; use of independent advisor (Meridian); overlapping risk oversight with Audit/Business Risk committees per program design .
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Potential Watch Items
- Long board tenure (since 2011) may raise refreshment considerations for some investors, though the company highlights regular committee chair rotations and rigorous annual evaluations (including third‑party engagement in 2024) .
- Ordinary‑course Northern Trust services to directors or affiliates were disclosed as immaterial; continue to monitor for any changes in materiality or new related‑party items .
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RED FLAGS
- No material related‑party transactions, hedging/pledging, or overboarding issues were disclosed for Mr. Slark; governance highlights explicitly note “No overboarding of directors” .
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Shareholder feedback signal
- Say‑on‑pay (for executives) approved at ~95% in 2024, indicating broad support for compensation governance; while not director‑specific, it is a positive governance sentiment signal .