Northern Trust Corporation (NTRS)
NASDAQ: NTRS · Real-Time Price · USD
166.90
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Apr 28, 2026, 4:00 PM EDT - Market closed
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AGM 2025

Apr 22, 2025

Michael O’Grady
Chairman and CEO, Northern Trust

It is my pleasure to welcome you to Northern Trust 2025 Annual Meeting of Stockholders , which I hereby call to order. Thank you for joining us virtually this morning. We greatly appreciate your participation. Before we begin, a few housekeeping matters. In accordance with the corporation's bylaws, I will act as Chairman of the meeting. The agenda and rules of conduct for this meeting are available in the web portal through which you access the meeting. Please note that only validated stockholders may submit questions through the web portal. Questions about items on the agenda should be submitted at or before the time they are considered at the meeting. Following adjournment of the formal meeting, a question and answer session will be provided to address appropriate general questions regarding the corporation. Joining me for today's meeting are the following.

Susan Levy, our Corporate Secretary, who will act as secretary of the meeting, the members of our Board of Directors and Management Group , and Jason Jacobs and Amy Kloppenburg, who are representatives of KPMG LLP, our independent registered public accounting firm. During the question-and-answer period later this morning, these representatives of KPMG will be available to respond to appropriate questions. The record date for this meeting was February 24, 2025. Susan has informed me that notice of the meeting and proxy materials were mailed on or about March 12 to stockholders of record on the record date. Jennifer Childe has been appointed as Inspector of Election for this meeting. She has inspected the proxies and reported that a majority of the total shares of common stock outstanding on the record date and entitled to vote are represented by proxies at this meeting.

Accordingly, a quorum is present and the meeting is duly constituted. The polls are now open for voting. All stockholders entitled to vote at this meeting have the ability to do so through the web portal. If you are a stockholder entitled to vote and have not done so, or if you want to change your previously cast vote, please do so via the web portal. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and the Inspector of Election will provide her preliminary report. I now turn to the three items of business on the agenda, all of which are described in detail and in the proxy statement. The first item of business is the election of 13 directors.

I would like to introduce our current directors, each of whom is participating in the meeting this morning. Along with me is a nominee for election. Susan Crown, Chandra Dhandapani, Dean Harrison, Jay Henderson, Marcy Klevorn, Bobby Mehta , Bob Moritz, Rick Petrino, Martin Slark, David H.B. Smith Jr., Don Thompson, and Charles Tribbett. Biographical information with respect to each of the nominees can be found in our proxy statement. I also would like to introduce Lord Charles Powell who serves as an Advisory Director to the Board. Lord Powell is a non-party member of the House of Lords and former Private Secretary and Advisor on Foreign Affairs and Defense to Prime Ministers Margaret Thatcher and John Major. Lord Powell has served as an Advisory Director since 2015. I would like to thank our directors for their service and commitment to the success of Northern Trust.

I also would like to acknowledge Linda Bynoe who is retiring from the Board today after having served as a director since 2006. We're incredibly thankful for Linda and her significant contributions to Northern Trust over the past 19 years. Finally, I would like to thank the officers who currently serve with me on Northern Trust's Management Group, each of whom is participating in the meeting this morning. I could not ask for a more dedicated leadership team and am grateful for their tireless efforts day in and day out to create long-term value for our stakeholders. Turning back to today's agenda, the second item of business is approval by an advisory vote of the named executive officer compensation disclosed in the proxy statement. This item is commonly referred to as a Say on Pay proposal. The Board of Directors recommends a vote for this proposal.

The third item of business is the ratification of the appointment of KPMG LLP as the Corporation's independent registered public accounting firm for 2025. The Corporation's Audit Committee made the appointment, and the Board of Directors recommends ratification of the appointment. Please submit any questions or comments regarding any of the proposals through the web portal if you have not already done so. We will now proceed to vote on the items of business on this morning's agenda. Any stockholder who has not yet voted or wishes to change his or her vote may do so through the web portal. If you have already voted, you do not need to vote at this meeting. Since there is no further business on the agenda, the voting portion of our meeting is over. The polls are now closed.

I have requested a report from the Inspector of Election on the voting results who has informed me that all nominees have been duly elected and all proposals have passed. This concludes the formal portion of our meeting. Now I will provide a brief report on the Company's business. Please refer to our Safe Harbor statement regarding forward- looking statements on page two of the accompanying presentation. We are operating in a period of heightened volatility and uncertainty. As we look ahead, I'm reminded of advice we share with clients when they seek our guidance. Prepare, don't predict. We don't try to predict the future or time markets. We focus on what we can control and prepare for what we can control. This idea underpins our One Northern Trust strategy which we launched last year, a plan aimed at making Northern Trust a consistently high performing company under all conditions.

Throughout our 135 year history, Northern Trust has maintained its reputation for strength and stability. Our principles of service, expertise and integrity serve as our guiding light and our mission of being our client's most trusted financial partner remains at the forefront of everything we do. We delivered strong financial results in 2024 reflecting the benefits of favorable underlying markets, a supportive rate environment and a solid year of progress executing against our strategic priorities. Total revenue increased 22% over the prior year, which included a realized gain of nearly $900 million on the sale of a portion of our shares of Visa, which we've held since Visa went public more than 15 years ago. Excluding notable items, revenue grew 8%. This included trust fee growth of 8% and record net interest income of $2.2 billion.

Importantly, we generated positive trust fee and total operating leverage which remain key financial objectives for us. This translated into EPS growth of 92% or 24% excluding notables. Our capital levels remained strong, well above regulatory minimums, and we generated a return on average common equity of 17.4%. We also returned $1.5 billion to shareholders through dividends and share repurchases, reflecting a five-year high. Our One Northern Trust strategy serves as our roadmap to becoming a consistently high-performing company and producing meaningful value for all stakeholders. Our strategy is underpinned by three: optimize growth, strengthen resiliency and manage risk, and drive productivity, and we made significant progress across all three in 2024.

Let's review each pillar, beginning with Optimizing Growth. Our three businesses compete effectively in attractive sectors of the financial services industry: Wealth Management , Asset Management , and Asset Servicing and each continues to have significant runway for growth. Our One Northern Trust strategy places an emphasis on enhancing the client experience while driving sustainable, scalable organic growth. Leveraging the capabilities of the entire firm, we deepened existing client relationships, adding products and services to meet their increasingly complex needs. We also embraced a more intentionally united focus for serving our global client franchise, executing a joint calling program which resulted in over 140 new business opportunities.

As a result, our organic growth trajectory improved across all three businesses with good momentum exiting 2024. Our Wealth Management business is one of the largest providers of advisory services in the United States with a focus on high-net-worth individuals and families, business owners, executives, and privately held businesses. We made foundational investments throughout the year to deliver higher levels of organic growth on a more consistent basis. We increased our sales force by nearly 20%, enhanced our lead generation channels, and grew our prospect pipelines materially. More recently, we transitioned our executive leadership and made important strategic hires across various markets and functions. As a result of these efforts, we saw steady improvement throughout the year in our organic growth trajectory with particular strength in our Global Family Office or GFO business.

We also increased average wealth deposits by 9% and expanded our segment pretax margin by nearly 400 basis points relative to the prior year. As a testament to the value proposition we provide to clients, we were awarded Best Private Bank in the U.S. for the 13th time in the past 16 years by the Financial Times Group. Our Asset Management business delivers investment solutions globally for clients in our other businesses and is one of the top 20 largest global asset managers. Investment management solutions span active and index-based solutions across equity, fixed income, cash management, multi-asset and alternative assets. We refreshed our strategy in 2023 to focus on products where we have a clear right to win and a more fully leveraged capabilities of the firm. We made meaningful progress in 2024 through investing in our platform and core products.

We refined our go-to-market partnership with Asset Servicing , creating more comprehensive solutions for clients and prospects which resulted in approximately 40 new client wins. Leveraging this success, we launched multiple products specifically geared toward the needs of our Asset Servicing , GFO and ultra-high- net- worth clients. As a result, we realized positive net flows for the year and generated positive long-term flows in the second half of the year. Our Asset Servicing business is a leading global provider of custody, fund administration, investment operations, outsourcing and related services to institutional investors around the globe. Early last year we pivoted our focus towards pursuing more scalable growth in the core business, leveraging existing capabilities to generate positive operating leverage while maximizing our value to clients and shareholders.

To support this effort, we implemented disciplined criteria for new business generation to ensure that it is accretive both at inception and on an ongoing basis. Last year we also prioritized growth within our highly scalable capital markets business, which grew 17% with roughly 50% of this growth coming from new clients. Turning to our second pillar, strengthening resiliency and managing risk is critical to maintaining our reputation for strength and stability for clients, regulators, and the markets. Last year we designed and launched a multi-year effort to uplift our risk and control system and added new capabilities to strengthen resiliency. We also invested in technology to eliminate legacy software applications, mature our cloud environment, and bolster our cyber defenses.

Additionally, we made steady progress automating processes and adopting additional artificial intelligence tools, thereby reducing the number of manual processes meaningfully. Turning to our third pillar, driving productivity, we made meaningful progress in 2024 and laid the groundwork to generate significant efficiencies in the coming years. We focused on key cross functional areas such as workforce and vendors, ending the year with headcount 1% lower than two years ago despite launching a number of growth initiatives and adding resources to support our resiliency efforts. Importantly, many of the resiliency initiatives have also resulted in significant savings, particularly from automation and digitization. The critical enablers of our strategy are our talent and technology, including how we manage and leverage data. Talent is our greatest asset and empowering our employees is central to our talent vision.

To enable this, we strive to modernize and elevate their experience from recruitment to retirement by investing in three core professional development, rewarding performance and strengthening workforce and operational resiliency. By fostering an environment where our employees can thrive, we will ensure that our talented workforce is fully engaged, motivated, celebrated and equipped to drive our strategy. Technology and data have always been core to how we deliver consistently high quality service to our clients. Our technology must be stable, secure and scalable to provide exceptional experiences, leading capabilities and maximum protection and use of data. Over the years, we have carefully selected areas where we want to deploy technology to differentiate our services. The way we manage data is foundational to our technology strategy.

With the deployment of a modern data mesh, a decentralized data architecture, Northern Trust is in the process of enhancing the availability of data within a rigorously controlled environment, enabling clients and employees to access and leverage data when, where and how they wish to consume it. No discussion of technology would be complete without reference to impressive gains being made in artificial intelligence. Northern Trust has leveraged machine learning, robotic process automation and other traditional AI tools for years. We take a data-driven, risk-managed approach to generative AI and see great promise in its application. In 2024, we launched Northern Trust's first generative AI effort and now it's helping Asset Servicing staff members manage client relationships, gather product feedback and address operational issues. Our in-house generative AI platform enables insights into client interactions instantly and helps expedite case resolution.

Giving back to communities where we live and work has been an important component of our culture since our founding. Northern Trust manages a community development and investment portfolio that exceeded $5.4 billion at year end in 2024. We supported nearly 2,000 charitable organizations and mobilized employees around the globe to support causes close to their hearts through more than 118,000 hours of volunteerism. In conclusion, I'm confident in our company's ability to navigate an ever evolving global landscape with strength and purpose. Our commitment to delivering long-term value is unwavering and we will continue to invest in the people, technology and strategies that will drive sustainable growth for years to come.

I want to take this opportunity to welcome the arrival of our new distinguished board members Chandra Dhandapani, CEO of Magnit LLC, Rick Petrino, who served in a variety of leadership roles with American Express, and Bob Moritz, former global chairman of PwC. I would like to thank our thousands of clients around the world for their continued trust they place in us each and every day. I also want to thank our 23,000 employees whose dedication and expertise underpin our success for fully embracing our One Northern Trust strategy. As we move forward, we do so with a shared sense of mission, purpose and responsibility to our clients, shareholders, the communities we serve, and to each other. I'm confident that together we will continue to build Northern Trust into an even higher performing company.

We will now have a brief question and answer period during which I would be happy to answer any questions you may have. As a reminder, representatives from KPMG also are available to answer appropriate questions. Please follow the instructions provided in the web portal to submit questions and remain mindful of the related guidelines provided in the Rules of Conduct.

Operator

We have received a question on the topic of diversity, equity and inclusion, more commonly referred to as DE&I, and we welcome this opportunity to share our perspective on this important subject.

While we adapt some of our talent practices over time, our commitment to inclusion has been fundamental to our brand and business. Our commitment today is centered on our employees, lived through our culture and supported by robust programs and training. We remain committed to being intentionally inclusive and agree that it adds value to our business and all our stakeholders. We operate in accordance with the laws and regulations of the jurisdictions in which we operate.

We have a question on executive compensation since the CEO compensation actually paid in the Pay Versus Performance disclosure in the proxy can differ from the total compensation in the same disclosure. How does the Compensation Committee use the compensation actually paid in its determination of the CEO's target total compensation award for the upcoming year?

I'm going to ask our Lead Independent Director Jay Henderson to address that question.

Jay Henderson
Lead Independent Director, Northern Trust

In setting the CEO compensation, the Human Capital and Compensation Committee and the full Board of Directors utilize several performance measures to align compensation with the corporation's performance, the details of which are set forth in the proxy statement. Not all of these performance measures are presented in the Pay Versus Performance table as set forth in the proxy. The Board also seeks to incentivize long-term performance. Therefore, the Board does not specifically align CEO compensation decisions to the compensation actually paid amounts as disclosed in accordance with the SEC proxy statement requirements.

Operator

We have a question on a recent legal settlement. Please describe the financial impact of the recent $6.9 million settlement over in-house target date funds.

The settlement expense was recorded as an expense in our financial statements, and we would consider that settlement amount to be not material.

Our final question is about our preferred stock and the financial rationale for maintaining it in our capital stock.

Over time we manage against a number of different regulatory ratios and preferred stock is definitely an important element of our capital composition. Additionally, the cost of this preferred stock to Northern Trust is currently favorable. As is noted in the question, the cost to Northern Trust is 4.7% annually, which is below current market pricing levels. It is favorable from a capital composition perspective, but also favorable from a cost of funding perspective.

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