Robert Moritz
NORTHERN TRUSTAbout Robert E. Moritz
Robert E. Moritz, age 61, is an independent director of Northern Trust Corporation (NTRS) since 2025. He serves on the Audit Committee and brings global leadership and deep financial services experience from senior roles at PricewaterhouseCoopers (PwC); he also serves on Walmart Inc.’s board since August 2024 . The Board has determined he is independent and an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PwC International | Global Chairman | 2016 – June 2024 | Global leadership of a professional services firm; extensive financial services experience |
| PwC US | US Chair and Senior Partner | 2009 – 2016 | Led US firm; governance and large-scale operational oversight |
| PwC US | US Assurance Leader | 2006 – 2009 | Oversight of audit practice; technical accounting and reporting expertise |
| PwC US | Managing Partner, New York Office & Metro Region | 2004 – 2006 | Regional leadership; client and practice management |
| PwC US | Financial Services Audit & Business Advisory Leader | 2001 – 2004 | Sector expertise in financial services audit/advisory |
External Roles
| Organization | Role | Start Date | Committees/Impact |
|---|---|---|---|
| Walmart Inc. | Director | Aug 2024 | Current public company directorship; committee roles not disclosed in NTRS proxy |
Board Governance
| Committee | Role | 2024 Meeting Count | Independence | Financial Expert |
|---|---|---|---|---|
| Audit Committee | Member | 9 meetings (committee met) | All members independent | Board determined Moritz meets SEC “financial expert” definition |
| Board Activity (2024) | Value |
|---|---|
| Board meetings held | 17 |
| Independent directors’ executive sessions | 14 |
| Attendance requirement | All incumbent 2024 directors attended ≥75% of meetings (Moritz joined in 2025) |
- Independence: Board determined all current directors other than the CEO are independent; Moritz is independent .
- Executive sessions: Independent directors met frequently in executive session, led by the Lead Director .
- Interlocks/relationships to monitor: NTRS Lead Director Jay L. Henderson previously held senior leadership roles at PwC, creating a shared professional background with Moritz; NTRS’s auditor is KPMG, not PwC, mitigating auditor-independence concerns .
- Ordinary-course relationships: The corporation provided financial services to most directors or their affiliates in 2024, except Dhandapani, Klevorn, Moritz, Petrino, and Tribbett—reducing related-party exposure for Moritz .
Fixed Compensation (Non-Employee Directors)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Paid in cash; deferral election available |
| Annual Lead Director retainer | $42,500 | Cash |
| Annual committee chair retainer | $25,000 | Cash |
| Annual committee member retainer (Audit, Business Risk, Capital Governance) | $10,000 | Cash |
| Subcommittee chair retainer | $25,000 | Cash (e.g., Cybersecurity Subcommittee) |
| Subcommittee member retainer (Cybersecurity Risk Oversight) | $10,000 | Cash |
Note: 2024 Director Compensation Table excludes Moritz and Petrino, who were appointed in 2025 .
Performance Compensation (Non-Employee Directors)
| Equity Component | Grant Date | Grant Value | Vest Date | Performance Metrics | Dividends/Deferral |
|---|---|---|---|---|---|
| Annual RSU grant | April 2024 | $145,000 | April 22, 2025 | None; time-based vesting (no performance metrics) | Dividends accrue and are subject to same vesting; directors may defer compensation into stock units |
- Stock ownership guidelines: Directors must hold shares equal to 5× the annual cash retainer within five years; as of Dec 31, 2024, all non-employee directors met or exceeded guidelines (Moritz was appointed in 2025) .
- Securities Transactions Policy: Prohibits hedging, pledging, short selling of NTRS stock by directors .
Other Directorships & Interlocks
| Company/Entity | Role | Start | Interlock/Notes |
|---|---|---|---|
| Walmart Inc. | Director | Aug 2024 | Current public board seat |
| PwC (former) | Multiple senior roles | 2001–2024 | Shared background with NTRS Lead Director Henderson (former PwC Vice Chair; Managing Partner) |
Expertise & Qualifications
- Global leadership across complex, regulated markets; deep financial services and audit oversight experience .
- Audit Committee financial expert designation under SEC rules .
- Independent status with no material related-party transactions disclosed; NTRS services did not include Moritz or his affiliates in 2024, reducing conflict exposure .
Equity Ownership
| Holder | Shares Owned (12/31/2024) | Options Exercisable | Total Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|---|---|
| Robert E. Moritz | — | — | — | * (<1%) | Appointed as director effective March 1, 2025 |
- Director stock ownership guideline: 5× cash retainer required within five years of election .
- Hedging/pledging prohibited for directors .
Governance Assessment
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Strengths:
- Independence and audit financial expertise strengthen Audit Committee effectiveness and investor confidence .
- No material related-party transactions disclosed involving Moritz; ordinary-course services did not apply to him in 2024, reducing conflict risk .
- Board governance practices emphasize frequent independent executive sessions, robust evaluations, and strong lead director oversight .
- Director compensation structure is balanced (cash + time-based RSUs) with stock ownership guidelines and prohibition on hedging/pledging, aligning director interests with shareholders .
-
Watch items:
- Multiple board commitments (NTRS + Walmart) warrant standard overboarding monitoring; NTRS states it does not permit overboarding of directors .
- Shared PwC background with Lead Director Henderson suggests potential network interlock; however, NTRS’s auditor is KPMG (not PwC), and Moritz’s independence under NASDAQ/SEC standards is affirmed, mitigating auditor-related conflict concerns .