Richard Petrino
NORTHERN TRUSTAbout Richard M. Petrino
Richard M. Petrino, age 57, is an independent director of Northern Trust Corporation (NTRS) and serves on the Audit Committee; he was appointed to the Board effective January 22, 2025. He brings significant strategic, operating, accounting, and risk management expertise from senior roles at American Express and is designated by the Board as an “audit committee financial expert.” He is independent under NASDAQ standards, with no material related-party exposure disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Company | Chief Operating Officer, American Express National Bank | 2020 – Jun 2024 | Led bank operations oversight |
| American Express Company | EVP, Corporate Controller & Chief Accounting Officer | 2018 – 2020 | Principal accounting, control functions |
| American Express Company | SVP, Chief Operational Risk Officer & Global Head of Oversight | 2016 – 2018 | Enterprise operational risk leadership |
| American Express Company | SVP, Head of Global Capital Markets (Treasury) | 2014 – 2016 | Treasury/capital markets leadership |
| American Express Company | SVP, Head of Corporate Planning & Investor Relations | 2007 – 2014 | Strategy and IR leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Business Travel Group | Director | 2019 – Jun 2024 | Public company directorship (other recent) |
Board Governance
- Committee assignments: Audit Committee member; not a chair.
- Financial expertise: Board determined Petrino satisfies the SEC definition of “audit committee financial expert.”
- Independence: Board determined Petrino is independent under NASDAQ listing standards.
- Attendance baseline: The Board held 17 meetings in 2024; Audit met 9 times, and all incumbent directors (pre-2025) attended ≥75% of meetings; Petrino was appointed in 2025 (attendance for him not yet disclosed).
- Executive sessions: Independent directors met in executive session 14 times in 2024, led by the Lead Director.
Fixed Compensation
Northern Trust’s non-employee director pay structure (2024 plan design):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual RSU grant | $145,000 | Granted Apr 2024; vests Apr 22, 2025 (Annual Meeting) |
| Annual cash retainer | $110,000 | All directors |
| Committee chair retainer | $25,000 | For committee chairs |
| Committee member retainer (Audit/Business Risk/Capital Governance) | $10,000 | Applies to Audit Committee members |
| Lead Director retainer | $42,500 | Additional cash retainer |
| Subcommittee chair retainer | $25,000 | For Cybersecurity Risk Oversight Subcommittee chair |
| Cybersecurity Subcommittee member retainer | $10,000 | For members including Chair |
- Deferral program: Non-employee directors may elect to defer cash and stock units; dividends on post-2018 deferred units convert into additional stock units; distributions can be in stock in a lump sum or up to ten installments.
- Stock ownership guidelines: By the fifth anniversary of election, directors must hold shares equal to 5x the annual cash retainer; as of Dec 31, 2024, all then-serving non-employee directors met or exceeded guidelines (Petrino appointed in 2025).
Performance Compensation
| Instrument | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| RSUs (non-employee directors) | None (time-based) | Annual grant; vests at next Annual Meeting | Directors’ stock units have no voting rights; dividend equivalents subject to same vesting/forfeiture provisions. |
No options, PSUs, or performance-linked payouts are disclosed for non-employee directors.
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|
| Global Business Travel Group | Director | 2019 – Jun 2024 | No interlocks/conflicts with NTRS disclosed. |
Expertise & Qualifications
- Significant strategic, operating, accounting, and risk management experience as former COO of American Express National Bank, former Corporate Controller/CAO, and former Chief Operational Risk Officer.
- Designated “audit committee financial expert,” enhancing Audit Committee effectiveness.
- Independent status with no material related-person transactions identified for Petrino.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership of NTRS common stock (as of 12/31/2024) | — (appointed 1/22/2025) |
| Shares under exercisable options (as of 12/31/2024) | — |
| Director stock ownership guideline | 5x annual cash retainer, to be met by 5th anniversary of election |
Note: The 12/31/2024 ownership table excludes Petrino due to his 2025 appointment date; compliance status with ownership guidelines will be assessed within the five-year window.
Governance Assessment
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Strengths
- Independence and audit financial expertise; sits on a fully independent Audit Committee with robust oversight of financial reporting, legal/regulatory compliance, internal audit, and external auditors.
- Board governance practices include frequent executive sessions (14 in 2024), proxy access, and no poison pill, staggered board, or supermajority requirements.
- Securities Transactions Policy prohibits hedging, pledging, margining, short selling, and derivatives on NTRS shares, supporting alignment.
- Related Person Transactions Policy with Audit Committee review; Petrino is among directors without disclosed ordinary-course financial services relationships with NTRS, reducing potential conflicts.
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Watch items / potential red flags
- New director tenure: Appointed January 22, 2025; attendance and engagement metrics for him are not yet disclosed.
- Equity alignment ramp: No beneficial ownership reported as of 12/31/2024 due to timing; expected to build ownership under the 5x retainer guideline over five years.
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Compensation structure implications
- Director pay mix is balanced between cash retainer and time-based RSUs; no performance-linked metrics for directors, reducing pay-for-performance signaling but consistent with market practice for board independence.
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Overall view
- Petrino’s deep financial, accounting, and risk background, plus audit financial expert designation, should strengthen Board oversight of controls and reporting; absence of related-party ties enhances independence. The primary monitoring need is confirming active engagement and ownership accumulation over his initial years on the Board.