Susan Crown
NORTHERN TRUSTAbout Susan Crown
Independent director of Northern Trust Corporation since 1997; age 66. Serves on the Corporate Governance Committee and the Human Capital and Compensation Committee. Professional experience includes Chairman and CEO of Owl Creek Partners (since 2010), Chairman and Founder of Susan Crown Exchange (since 2009), and Vice President at Henry Crown and Company (1984–2015). Current public company directorship: Illinois Tool Works Inc. (since 1994). The Board cites her leadership, risk oversight, governance, and corporate responsibility expertise, including service as Chair of the Board of Trustees at Rush University Medical Center and the Rush University System for Health .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Owl Creek Partners, LLC | Chairman & CEO | Since 2010 | Private equity leadership; governance and risk oversight experience |
| Susan Crown Exchange Inc. | Chairman & Founder | Since 2009 | Social investment leadership; corporate responsibility focus |
| Henry Crown and Company | Vice President | 1984–2015 | Diversified investments; leadership and governance experience |
| Rush University Medical Center / Rush University System for Health | Chair, Board of Trustees | Not disclosed | Healthcare governance leadership; board oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Illinois Tool Works Inc. | Director | Since 1994 | Long-tenured public company directorship |
Board Governance
- Committee assignments: Member, Corporate Governance Committee; Member, Human Capital and Compensation Committee .
- Independence: Board determined Susan Crown is independent under SEC and NASDAQ standards; all standing committees (except Executive) comprised solely of independent directors .
- Committee activity: Corporate Governance Committee met 5 times in 2024; Human Capital and Compensation Committee met 6 times in 2024 .
- Board activity and attendance: Board held 17 meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings; all directors attended the April 16, 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session 14 times in 2024 .
- Governance practices include proxy access, special meeting rights, regular rotations of committee chairs, and no overboarding of directors .
Fixed Compensation
| Compensation Component | 2024 Amount |
|---|---|
| Annual Restricted Stock Unit Grant | $145,000 |
| Annual Cash Retainer | $110,000 |
| Annual Lead Director Retainer | $42,500 |
| Annual Committee Chair Retainer | $25,000 |
| Annual Committee Retainer (Audit, Business Risk, Capital Governance) | $10,000 |
| Annual Subcommittee Chair Retainer | $25,000 |
| Annual Cybersecurity Risk Oversight Subcommittee Retainer (incl. Chair) | $10,000 |
| 2024 Individual Director Compensation (Susan Crown) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 112,912 |
| Stock Awards (Grant-date fair value) | 144,958 |
| Total | 257,870 |
Director compensation is reviewed by the Human Capital and Compensation Committee with assistance from an independent compensation consultant; directors are paid in cash and RSUs .
Performance Compensation
| Equity Grant Type | Grant Date | Units | Grant-date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (non-employee directors) | April 2024 | 1,822 unvested stock units as of 12/31/2024 | $144,958 | Vest on April 22, 2025 (2025 Annual Meeting) | None; time-based vesting; dividend equivalents subject to same vesting/forfeiture |
Directors may elect to defer RSUs and/or cash compensation; deferrals are converted to stock units with specified dividend treatment and distribution elections (lump sum or up to ten annual installments) .
Other Directorships & Interlocks
| Company | Role | Since | Interlocks with NTRS Directors |
|---|---|---|---|
| Illinois Tool Works Inc. | Director | 1994 | Jay L. Henderson (Director since 2016) ; David H. B. Smith, Jr. (Director since 2009) |
Interlock note: Multiple NTRS directors serve on ITW’s board (Henderson, Smith, and Crown), which may influence information flow; ITW operates in industrials, not a direct NTRS competitor .
Expertise & Qualifications
- Board concluded Ms. Crown brings leadership, risk oversight, governance, and corporate responsibility expertise from roles across commercial and nonprofit organizations, including chairing Rush University health system boards .
- Committee alignment: Governance and human capital/compensation oversight roles suggest emphasis on director nominations, evaluations, succession planning, and compensation oversight .
Equity Ownership
| Holder | Common Shares | Options (Exercisable) | Total Beneficial Ownership | % of Class | Unvested Stock Units |
|---|---|---|---|---|---|
| Susan Crown | 51,751 | — | 51,751 | <1% | 1,822 (April 2024 grant) |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5x the annual cash retainer by the fifth anniversary; retain 100% of net, after-tax shares until compliant; as of December 31, 2024, all non-employee directors met or exceeded guidelines .
- Hedging/pledging restrictions: Company Securities Transactions Policy prohibits short selling, margining, pledging/hypothecating, options/warrants/derivatives trading, and any hedging transactions in NTRS equity securities by directors and certain family members .
Say-on-Pay & Shareholder Feedback
- 2024 (covering 2023 NEO pay): Approximately 95% support on advisory vote at the April 16, 2024 Annual Meeting .
- 2024 Director election support: Susan Crown received 168,246,260 “For,” 7,224,713 “Against,” 215,002 “Abstentions,” with 11,487,582 broker non-votes .
Governance Assessment
- Independence and oversight: Independent director on two key committees (Corporate Governance; Human Capital and Compensation) with active meeting cadence in 2024 (5 and 6 meetings, respectively), and broad independent director executive-session practice (14 sessions) .
- Attendance and engagement: Board held 17 meetings; all incumbents ≥75% attendance; all directors attended the 2024 Annual Meeting—indicative of robust engagement .
- Ownership alignment: Holds 51,751 common shares; subject to stringent director ownership guidelines (5x cash retainer) with full board compliance; hedging/pledging prohibited—strong alignment and risk controls .
- Compensation structure: Director pay mix includes cash retainer and RSUs with time-based vesting; 2024 total compensation of $257,870 (cash $112,912; stock $144,958). Use of independent consultant for director compensation and no meeting fees disclosure beyond standard retainers; no performance metrics tied to director equity—consistent with market norms .
- Interlocks: Shared service on Illinois Tool Works board with two other NTRS directors (Henderson and Smith). Board governance highlights assert no overboarding across directors—a mitigating governance factor .
- Related-party transactions: No related-party transactions disclosed involving Susan Crown; the proxy details process and example involving another director’s family member, with annual Audit Committee review and recusal .
RED FLAGS (facts to monitor): Long NTRS board tenure (director since 1997); multiple-board interlock at ITW among NTRS directors. Hedging/pledging is prohibited, and no Susan Crown-specific related-party transactions are disclosed—reducing alignment risks .