Morningstar, Inc DEF 14A, filed Mar 31, 2023
Morningstar, Inc. (MORN)
About this DEF 14A
Morningstar, Inc filed this DEF 14A on March 31, 2023.
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| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as per mit ted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material under §240.14a-12 | |
☒ |
No fee required | |
☐ |
Fee paid previously with preliminary materials | |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
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2023 Proxy Statement |
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Joe Mansueto
Executive Chairman
Kunal Kapoor
Chief Executive Officer
March 31, 2023
Dear Shareholders:
At Morningstar, our mission is to empower investor success and that extends to you, our fellow shareholders. Foundational to your empowerment is a clear understanding of our strategy and priorities. We encourage you to read our shareholder letter that accompanies the annual report for a full review of Morningstar’s accomplishments in 2022. We are also taking this opportunity to share with you some notable priorities for our Board of Directors, including matters related to governance and incentives.
Transitioning Executive Leadership: Fundamental to a people-focused business such as Morningstar is hiring the right people, and that is even more important for those roles on our executive leadership team. 2022 saw the retirement of three long-standing members of the executive leadership team and the appointments of Kathleen Peacock, as Chief Legal Officer, and Marie Trzupek Lynch, as Chief Talent and Culture Officer. Mike Holt took on an expanded role to oversee Research together with his Chief Strategy Officer position. Board members participated in the interview and selection process for Kathleen and Marie, helping to ensure that the Company’s unique culture would be carried forward through these new leaders. We are excited for the fresh perspectives Kathleen and Marie are bringing to our work.
Enhancing Corporate Governance Policies: The Board also focused on governance initiatives more broadly with
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several key activities in 2022. First, it adopted a related party transaction policy. While the Board prefers to avoid related party transactions as they present a heightened risk of conflicts of interest, we recognize that there may be situations where such arrangements are in the best interest of the Company and its shareholders. As such, we adopted a framework for evaluating such transactions. Second, the Board amended Morningstar’s policy with regard to pledging shares as collateral to limit the number of shares a person is permitted to pledge and provide a mechanism for monitoring and oversight of potential risks related to such activity. Third, during 2022, Gail Landis and Steve Kaplan participated in a working group overseeing an independent investigation of allegations of bias in some of Sustainalytics’ ESG–related products. We see corporate governance as a key function of the Board and value the insights of our independent Board members on key decisions.
Expanding Employee Ownership Opportunities: The Board provided important oversight of the design and implementation of our incentive plans during 2022. Morningstar has always instilled an owner’s mindset in its employees, encouraging them to get things done in a strategic manner. This philosophy was exemplified in 2022 by the expansion of our equity incentive program: granting performance-based market stock units to a greater number of senior leaders beyond the executive team, and awarding a portion of our top performers’ annual bonus in restricted stock units, irrespective of job level. These investments in our people help motivate and retain top talent while driving alignment with shareholders.
Looking forward to 2023, we expect our Board to support the Company’s strategy, incentives, and governance in the following notable ways:
Guiding Investment Priorities: Our Board has a deep understanding of the opportunities available to each of our product areas through regular and in-depth engagement with each team and its leadership. Strategic plans and financial forecasts are discussed regularly with the Board and are a topic of rich debate. The Board holds management accountable for its execution of these plans and emphasizes the importance of focus in the choices management makes. When inorganic investment opportunities present themselves, as was the case with our acquisition of Leveraged Commentary & Data (LCD) in 2022, our Board engages in a meaningful discussion around trade-offs and the potential benefits and disruptions to the path we are on.
Broader Stakeholder Engagement: Morningstar’s considerable growth over the past several years has expanded the number and types of relevant stakeholders. New product lines and geographic regions put our business within the remit of an increasing number of regulators around the world. Morningstar has contributed to initiatives such as the Net-Zero Data Public Utility to improve availability of climate data and engages in public comment periods and other discussions with regulators, shaping the requirements that guide the investing landscape. And you, our shareholders, have engaged with us on the topics you find most interesting through investor questions that have resulted in 134 responses made available on our website and filed with the Securities Exchange Commission over the course of 2022.
This is by no means an exhaustive list; these are just some of the ways we are creating a company built on values of independence, transparency, long-term thinking, and results.
We will hold our 2023 Annual Shareholders’ Meeting at 9 a.m. Central time on Friday, May 12, 2023 as a hybrid virtual and in-person meeting. We hope to see many of you in person.
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As in previous years, our Annual Shareholders’ Meeting will include time for Q&A with management and the Board and offer a variety of ways to connect and participate. We strongly encourage you to read our proxy statement and annual report in their entirety and ask that you support our Board’s recommendations.
On behalf of the Board of Directors, we sincerely appreciate your continued support of Morningstar.
Sincerely,
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| Joe Mansueto Executive Chairman and Chairman of the Board |
Kunal Kapoor Chief Executive Officer | |
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| Notice of Annual Shareholders’ Meeting |
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Morningstar, Inc.
Notice of Annual Shareholders’ Meeting
To be held on May 12, 2023
March 31, 2023
Dear Shareholder:
You are cordially invited to attend our 2023 Annual Shareholders’ Meeting, which will be held at 9 a.m. Central time on Friday, May 12, 2023 at our corporate headquarters at 22 W. Washington St., Chicago, Illinois 60602. In order to facilitate participation by our shareholders around the world, our annual meeting will also be webcast live.
We are holding the annual meeting for the following purposes:
| } | To elect the 10 director nominees listed in the proxy statement to hold office until the next annual shareholders’ meeting and until their respective successors have been elected and qualified. |
| } | To hold an advisory vote to approve executive compensation. |
| } | To hold an advisory vote to approve the frequency of votes on executive compensation. |
| } | To ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for 2023. |
| } | To transact other business that may properly come before the meeting or any adjournment or postponement of the meeting. |
The proxy statement, which follows this notice, fully describes these items.
You may vote at the meeting and any postponements or adjournments of the meeting if you were a shareholder of record as of the close of business on March 13, 2023, the record date for the meeting. To ensure that your vote is
recorded promptly, please vote as soon as possible, even if you plan to attend the annual meeting. For further details, please refer to the question “How do I vote?” on Page 69. If you have any questions concerning the meeting or the proposals, please contact our Investor Relations department at investors@morningstar.com.
Leah Trzcinski
Deputy Chief Legal Officer and Corporate Secretary
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Caution Concerning
Forward-Looking Statements
This proxy statement contains, and statements made by Morningstar and its representatives at the annual meeting may contain, forward-looking statements as that term is used in the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations about future events or future financial performance.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “prospects,” or “continue.” These statements involve known and unknown risks and uncertainties that may cause the events we discuss not to occur or to differ significantly from what we expect. We describe risks and uncertainties that could cause actual results and events to differ materially in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections of our Forms 10-K and 10-Q. If any of these risks and uncertainties materialize, our actual future results may vary significantly from what we expected.
Readers are cautioned that certain statements relating to environmental, social and governance (“ESG”) matters, including those herein and others included in Morningstar’s sustainability reports or on its websites (such statements, “ESG Statements”), may be based on expectations and assumptions that are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring, and reporting on many ESG matters. Terminology used in such ESG Statements may not be comparable to similarly titled measures reported by other companies or by Morningstar in other contexts. The inclusion or absence of information in Morningstar’s or its subsidiaries’ ESG Statements should not be construed to represent any belief regarding the materiality or financial impact of that information.
We do not undertake to update our forward-looking statements as a result of new information or future events.
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| 10 | Board Composition and Governance Overview | |||
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| 17 | Board of Directors and Corporate Governance | |||
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| 30 | Security Ownership of Certain Beneficial Owners and Management | |||
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Proxy Statement Summary
This summary highlights key elements of our proxy statement. For more complete information, you should review the entire proxy statement along with our 2022 Annual Report.
Annual Meeting Information
| Date: May 12, 2023 |
Time: 9 a.m. Central time |
Record Date: March 13, 2023 | ||
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Where: There are three ways to participate in the annual meeting: } Participants may attend in person to vote their shares and ask live questions during the meeting at } Shareholders may view and listen to a live webcast of the meeting, vote their shares electronically during the meeting, and submit written questions during the meeting by visiting www.virtualshareholdermeeting.com/MORN2023. } Other participants may view and listen to a live webcast of the meeting and submit written questions or ask them live via webcam during the meeting by registering in advance at shareholders.morningstar.com in the Events & Presentations section of the Investor Relations area of our corporate website. Participants electing this option will not be able to vote during the meeting. | ||||
Even if you plan on attending our meeting on May 12, 2023, please vote as soon as possible before the meeting by:
| Internet: } Before the meeting: Go to www.proxyvote.com. Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern time on May 11, 2023. Have your Notice of Internet Availability or proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. } During the meeting: Go to www.virtualshareholdermeeting.com/MORN2023. You may attend the meeting via the internet and vote during the meeting. Have your Notice of Internet Availability or proxy card in hand when you access the website and follow the instructions.
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| Phone: Call +1 800-690-6903 with any touchtone telephone to transmit your voting instructions up until 11:59 p.m. Eastern time on May 11, 2023. Have your proxy card in hand when you call and then follow the instructions.
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| Mail: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. |
| A webcast replay of the annual meeting will also be archived in the Investor Relations area of our corporate website, shareholders.morningstar.com. For additional information on the annual meeting, please refer to the section titled “Questions and Answers About the Annual Meeting and the Proxy Materials”. |
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| Proxy Statement Summary |
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Annual Meeting Proposals and Board Recommendations
| Proposal | Board Recommendation | More Information | ||
| Proposal 1: Election of Directors |
FOR the election of each of the director nominees listed in this proxy statement |
Page 7 | ||
| Proposal 2: Advisory Vote to Approve Executive Compensation |
FOR the approval of the resolution relating to the executive compensation of our named executive officers as disclosed in this proxy statement | Page 58 | ||
| Proposal 3: Advisory Vote to Approve Frequency of Votes on Executive Compensation |
FOR the option of “ONE YEAR” as the preferred frequency for future votes to approve executive compensation | Page 59 | ||
| Proposal 4: Ratification of the Appointment of |
FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for 2023 | Page 60 | ||
About Morningstar
Morningstar, Inc. is a leading provider of independent investment insights in North America, Europe, Australia, and Asia. The Company offers an extensive line of products and services for individual investors, financial advisors, asset managers and owners, retirement plan providers and sponsors, and institutional investors in the debt and private capital markets. Morningstar provides data and research insights on a wide range of investment offerings, including managed investment products, publicly listed companies, private capital markets, debt securities, and real-time global market data. Morningstar also offers investment management services through its investment advisory subsidiaries, with approximately $246 billion in assets under advisement and management as of December 31, 2022. The Company operates through wholly- or majority-owned subsidiaries in 32 countries.
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Corporate Governance Highlights
Our Board of Directors is responsible for providing oversight, counseling, and direction to our management team in the long-term interests of Morningstar and its shareholders.
Morningstar Board of Directors
Morningstar’s brand is associated with independence, transparency, and objective, investor-focused insights. Our Board of Directors is responsible for providing oversight, counsel, and direction to our management team in the long-term interests of Morningstar and its shareholders. Led by our Nominating and Corporate Governance Committee’s regular reviews, our Board regularly assesses our governance practices in the context of current trends, regulatory changes, and recognized best practices.
Board Composition
The Board holds responsibility for naming the chairman of the board and the chief executive officer of Morningstar. We value the independent members of our Board while leveraging the long-term expertise and deep commitment of our founder and significant shareholder, Joe Mansueto. Joe Mansueto has served as Chairman since our inception and as Chief Executive Officer from 1984 to 1996 and again from 2000 to 2017, after which Kunal Kapoor succeeded him as CEO. In his current capacity as Executive Chairman and Chairman of the Board, Joe Mansueto continues to oversee matters pertaining to capital allocation, corporate strategy, and executive leadership development.
We believe that Joe Mansueto’s contributions as Chairman are central to our business success and longevity; his commitment to, and knowledge of, the principles that underpin Morningstar are unmatched. His understanding of the Company, combined with Kunal Kapoor’s long history at the firm and their close working relationship, helps guide the investor-focused culture that sets us apart in the industry.
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Board Structure and Independence |
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Board Role in Risk Oversight | |||||
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} Substantial majority of directors are independent } Committee Chairs are independent } Hold executive sessions of independent directors } Directors are not over-committed to additional boards } Directors offer to resign upon significant job changes } Value diversity and an appropriate mix of skills |
} Board annually reviews material enterprise-wide risks } Board reviews and provides input on strategic plan and budget } Board regularly reviews organizational health including employee health, productivity and engagement } Each Board committee focuses on risks related to its areas of oversight | |||||||
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Director Nominee Highlights |
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Director Nominee Highlights
We nominate individuals whose background, knowledge, and experience would be expected to assist the Board in furthering the interests of Morningstar and its shareholders.
Morningstar strives to maintain a Board that possesses a combination of skills, professional experience, and diversity of backgrounds and tenure necessary to effectively oversee the Company’s business. To reflect the Company’s commitment to diversity, the Board amended the Company’s Nominating and Corporate Governance Committee Charter in 2021 to include a commitment that, as part of the search process for each new director, the Nominating and Corporate Governance Committee will ensure that the applicant pool for new directors includes qualified candidates who reflect diverse backgrounds, such as diversity of thought, race, ethnicity, gender, age, geographic origin, and sexual orientation. In 2022, the Nominating and Corporate Governance Committee Charter was further amended to update the skills, qualifications and experience that are most relevant to the Company today. The Board decided that expertise in the following areas is considered particularly relevant: CEO leadership; business development and operations; accounting, finance and M&A; client relations and insights; governance and regulatory compliance; talent management and compensation; technology; and industry experience (for example, asset management and advisory, retirement, private capital markets and credit ratings). In evaluating the suitability of individual Board members, the committee will take into account the individual’s general understanding of disciplines relevant to the success of a publicly traded company; understanding of Morningstar’s business and industry; education and professional background, including current employment and other board memberships; reputation for integrity; and any other factors it considers to be relevant. Each of the 10 directors currently serving is standing for election at the annual meeting. Information regarding the director nominees is provided below.
Board Diversity Snapshot
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Enterprise Sustainability Highlights
Corporate sustainability and the integration of ESG data, research, tools, and services across the Morningstar enterprise is a priority for the Company and for the Board.
Board Oversight of ESG
While serving on the Board, our directors have become familiar with the sustainable investing and corporate sustainability landscapes, including best practices related to product and strategy development. Given its critical importance to the Company’s product areas and business strategy, oversight of ESG and sustainability-related matters at the Board level has not been assigned to a specific committee. Instead, ESG initiatives and Company sustainability efforts are woven into a variety of agenda items at Board and committee meetings. The Board provides oversight and guidance on each of the Company’s material ESG topics as outlined below. Additional information regarding ESG at Morningstar can be found in our Corporate Sustainability Report.
Board Contribution to Material ESG Topics
| Business Ethics At each of its regular meetings, the Audit Committee receives a report on ethics matters that have been reported through Morningstar’s Ethics Hotline or other channels available to employees and other stakeholders. In addition, the Audit Committee reviews any related party transactions or potential conflicts of interest. The Nominating and Corporate Governance Committee oversees work by our compliance organization to meet regulatory requirements. The status of any material legal and regulatory matters is reported to the Board and the input of our independent directors is sought when there are allegations that bring Morningstar’s independence and integrity into question. |
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Diversity, Equity and Inclusion Members of Morningstar’s talent and culture team are regular participants at Board meetings providing updates on the organizational health of the Company. As a data-driven Company, these presentations include analysis by demographic to assess opportunities for progress toward Morningstar’s diversity, equity, and inclusion goals. The Board also oversees important initiatives such as pay equity reporting and remediation and the implementation of ESG-related factors as considerations in our executive compensation. The Nominating and Corporate Governance Committee leads our director recruitment and selection process to ensure that the applicant pool for new directors includes qualified candidates who reflect diverse backgrounds. | ||||||
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| Governance Structure and Oversight Under Morningstar’s corporate governance framework, the Board has oversight of the Code of Ethics and any material enterprise-wide governance policies. The Board participates in the Company’s shareholder engagement activities and looks forward to meeting current and potential shareholders at our annual meetings. The Board also advises on shareholder communication through our monthly investor Q&A process and outreach on other topics. Annually, the Board and each committee performs self-evaluations to identify opportunities for improved effectiveness. |
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Data and Information Security Members of Morningstar’s technology and information security team present regularly at Audit Committee meetings. They review dashboards to provide an update on the status of the Company’s infrastructure, systems and products. We engage third-party experts to evaluate our data and information security practices and any material recommendations are reviewed by the Audit Committee to promote best practices. Disaster recovery and business resiliency are key themes of these reports. The Audit Committee discussion focuses on new developments and trends in the industry to evaluate risks to and vulnerabilities in the Company’s cybersecurity and data privacy. | ||||||
| Employee Engagement The Board recognizes that Morningstar’s unique culture has contributed to its success and is focused on preserving it through employee engagement. The Board is highly involved in succession planning for each member of the executive leadership team and meets senior leaders throughout the organization. The Board reviews information regarding trends in talent acquisition, retention, and development among the Company’s employees. The Compensation Committee reviews Morningstar’s benefits programs to foster an ownership mindset where employees across the Company are motivated to contribute to the Company’s success. |
Customer and Product Responsibility During each meeting, the Board conducts an in-depth review of one or two of Morningstar’s businesses. In these sessions, the vast and varied experiences of our Board members facilitate insightful discussions to guide management growth initiatives. Each year, the Board devotes a full day to corporate strategy and reviews the three-year plans for each business before setting the budget priorities for the upcoming year. Morningstar’s CEO reports regularly on the Company’s goals, objectives, and key results highlighting areas of success as well as those facing challenges. This exercise drives accountability toward creating products and services that empower investor success. | |||||||
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PROPOSAL 1:
Election of Directors
Each of our current directors is standing for election to hold office until the annual meeting to be held in 2024 and until his or her successor, if any, is elected and qualified. Our nominees for election as directors include:
| } | Eight independent directors, as defined in the applicable rules for companies traded on the Nasdaq Global Select Market (Nasdaq); and |
| } | Two members of our executive management team, our founder and our chief executive officer. |
Each director serves a one-year term with all directors subject to annual election. Every one of the nominees is currently a director. At the recommendation of the Nominating and Corporate Governance Committee, the Board nominated each person listed below for election at the annual meeting. Unless proxy cards are otherwise marked, the persons named as proxy holders will vote all proxies received FOR the election of each nominee. If any director nominee is unable or unwilling to stand for election at the time of the annual meeting, the persons named as proxy holders may vote either for a substitute nominee designated by the Board to fill the vacancy or for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. The Board believes that each nominee will be able and willing to serve if elected as a director.
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Recommendation of the Board The Board recommends that you vote FOR the election of each of the following nominees. We describe certain individual qualifications and skills that led the Board to conclude that each person should serve as a director below.
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| Name | Age | Director Since |
Primary or Former Occupation | Independent | Other Public Company Boards |
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| Joe Mansueto |
66 | 1984 | Executive Chairman and Chairman of the Board of Morningstar, Inc. | ||||||||||||||||||||||||||
| Kunal Kapoor |
47 | 2017 | Chief Executive Officer of Morningstar, Inc. | ||||||||||||||||||||||||||
| Robin Diamonte |
58 | 2015 | Chief Investment Officer of Raytheon Technologies Corp. | ● | |||||||||||||||||||||||||
| Cheryl Francis |
69 | 2002 | Co-Chair of Corporate Leadership Center | ● | 2 | ||||||||||||||||||||||||
| Steve Joynt |
71 | 2019 | Former Chief Executive Officer of DBRS | ● | |||||||||||||||||||||||||
| Steve Kaplan |
63 | 1999 | Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance at The University of Chicago Booth School of Business | ● | |||||||||||||||||||||||||
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Gail Landis |
70 | 2013 | Founding Partner of Evercore Asset Management, LLC | ● |
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| Bill Lyons |
67 | 2007 | Former President and Chief Executive Officer of American Century Companies, Inc. | ● | |||||||||||||||||||||||||
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Doniel Sutton |
49 | 2021 | Chief People Officer at Alteryx, Inc. | ● | 1 |
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| Caroline Tsay |
41 | 2017 | Former Chief Executive Officer of Compute Software, Inc. | ● | 1 | ||||||||||||||||||||||||
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| Proposal 1: Election of Directors |
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Director Renomination Process
Our Nominating and Corporate Governance Committee appreciates the importance of critically evaluating individual directors and their contributions to our Board in connection with re-nomination decisions. In deciding whether to recommend renomination of a director for election at our annual meeting, our Nominating and Corporate Governance Committee considers a variety of factors, including:
| } | The extent to which the director’s judgment, skills, qualifications and experience (including that gained due to tenure on our Board) continue to contribute to the success of our Board and our Company; |
| } | Feedback from the annual Board and committee evaluation; |
| } | Attendance at, participation in, and preparation for, Board and committee meetings and the annual meeting of shareholders; |
| } | Independence and any actual or perceived conflicts of interest; |
| } | The extent to which the director continues to contribute to the diversity of our Board; |
| } | Shareholder feedback, including the support received at the prior annual meeting of shareholders; |
| } | Outside board and other affiliations, including time commitments; and |
| } | Willingness to serve. |
A director nominee’s judgment, skills, qualifications, and experience (including that gained due to tenure on our Board) in the following areas are considered particularly relevant:
| } | CEO leadership |
| } | Business development and operations |
| } | Accounting, finance, and M&A |
| } | Client relations and insights |
| } | Governance and regulatory compliance |
| } | Talent management and compensation |
| } | Technology |
| } | Industry experience (for example, asset management and advisory, retirement, private capital markets, and credit ratings) |
Our Nominating and Corporate Governance Committee ensures that our director nominees include a diverse set of professionals whose background, knowledge, and experience would be expected to assist the Board in furthering the interests of Morningstar and its shareholders.
Succession Planning and Director Recruitment Process
The Nominating and Corporate Governance Committee establishes procedures for the nomination process and recommends candidates for election to the Board. Consideration of new Board nominee candidates involves a series of internal discussions, review of information concerning candidates, and interviews with selected candidates. Board members or employees typically suggest candidates for nomination to the Board. In 2022, we did not use a search firm or pay fees to other third parties in connection with seeking or evaluating Board nominee candidates. The Nominating and Corporate Governance Committee will consider candidates proposed by shareholders using the same criteria it uses for other candidates. A shareholder who is seeking to recommend a prospective nominee for the Nominating and Corporate Governance Committee’s consideration should submit the candidate’s name and qualifications to our corporate secretary at Morningstar, Inc., 22 W. Washington St., Chicago, Illinois 60602. In addition, our by-laws permit a shareholder, or group of up to 20 shareholders, owning continuously for at least three years shares of our common stock representing an aggregate of at least 3% of our outstanding shares, to nominate and include in our proxy materials director nominees constituting up to the greater of 20% of the Board or two director nominees, provided that the shareholder(s) and nominee(s) satisfy the requirements set forth in our by-laws, which can be found in the Investor Relations area of our corporate website at shareholders.morningstar.com in the Governance section.
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Diversity of Our Potential and Incumbent Directors
We believe our nominees’ tenure and diversity create a balanced Board, which contributes to a rich dialogue representing a range of perspectives. In evaluating the suitability of individual Board members, the Nominating and Corporate Governance Committee weighs factors such as the individual’s judgment, skills, and qualifications. For a list of the areas where experience is considered particularly relevant, see the section on our Director Renomination Process. To reflect the Company’s commitment to diversity, the Nominating and Corporate Governance Committee ensures that the applicant pool for new directors includes qualified candidates who reflect diverse backgrounds, such as diversity of thought, race, ethnicity, gender, age, geographic origin, and sexual orientation. Morningstar was proud that the Board surpassed the diversity thresholds instituted by the Nasdaq listing rules in 2021 and we support other companies’ efforts to increase the diversity of their boards.
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| Proposal 1: Election of Directors |
Board Composition and Governance Overview |
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Board Composition and Governance Overview
We ensure that our nominees to the Board include a diverse set of professionals with experience across various industries and with relevant skills to promote the Company’s future growth and success.
Board Demographic Information
Board Diversity Matrix (as of March 13, 2023)
Total Number of Directors: 10
| Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||||||||
| Part I: Gender Identity |
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| Directors |
5 | 5 | 0 | 0 | ||||||||||||||||
| Part II: Demographic Background |
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| African American or Black |
1 | 0 | 0 | 0 | ||||||||||||||||
| Alaskan Native or Native American |
0 | 0 | 0 | 0 | ||||||||||||||||
| Asian |
1 | 1 | 0 | 0 | ||||||||||||||||
| Hispanic or Latinx |
0 | 0 | 0 | 0 | ||||||||||||||||
| Native Hawaiian or Pacific Islander |
0 | 0 | 0 | 0 | ||||||||||||||||
| White |
3 | 4 | 0 | 0 | ||||||||||||||||
| Two or More Races or Ethnicities |
0 | 0 | 0 | 0 | ||||||||||||||||
| LGBTQ+ |
1 | |||||||||||||||||||
| Did Not Disclose Demographic Background |
0 | |||||||||||||||||||
Corporate Governance Overview
We are committed to sound corporate governance. Our Nominating and Corporate Governance Committee regularly reviews our governance practices in the context of current corporate governance trends, regulatory changes, and recognized best practices. The following chart highlights our significant corporate governance policies and practices:
| } Annual Board meeting focused on } Annual Board and committee self-evaluations } Regular executive sessions of } Directors are not over-committed to |
} Annual election of directors } Retirement age policy for directors } Significant stock ownership and } Commitment to diversity within the |
} Shareholder right to call special } Proxy access right } Majority vote standard } Single-class capital structure with } Annual advisory vote on executive | ||
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The following table provides a summary of information about our director nominees. Directors are elected annually by a majority of votes cast. Morningstar’s Board of Directors recommends that you vote “FOR” the election of each of the 10 nominees.
| Joe Mansueto |
Kunal Kapoor |
Robin Diamonte |
Cheryl Francis |
Steve Joynt |
Steve Kaplan |
Gail Landis |
Bill Lyons |
Doniel Sutton |
Caroline Tsay |
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| Tenure and Independence |
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| Tenure |
39 | 6 | 8 | 21 | 4 | 24 | 10 | 16 | 2 | 6 | ||||||||||||||||||||||||||||||
| Independence |
● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||||||||
| Composition |
+ | |||||||||||||||||||||||||||||||||||||||
| Audit Committee |
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| Compensation Committee |
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+ Chairman of the Board Committee Chair Member
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Board Composition Our Board is responsible for providing oversight, counseling, and direction to our management team in the long-term interest of the Company and our shareholders. The Board believes that the 2023 nominees are of an appropriate composition to effectively oversee and constructively challenge the performance of management in the execution of our strategy.
Detailed information about each nominee’s background, skills, and experience can be found beginning on the next page.
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Table of Contents
| Proposal 1: Election of Directors |
Board Nominees |
12 |
| Board Nominees |
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The Board of Directors recommends a vote FOR each director nominee. |
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Joe Mansueto Joe Mansueto founded Morningstar in 1984 and became executive chairman in 2017. He has served as chairman since our Company’s inception and as chief executive officer from 1984 to 1996 and from 2000 to 2016. Joe oversaw the Company’s international expansion, growth into new businesses, and development of its valuable intellectual property used throughout the financial industry. Joe is the owner and chairman of Chicago Fire FC, an American professional soccer franchise, as well as a significant investor in several media companies, real estate properties and other ventures. Joe has received several awards for his leadership and influence including from InvestmentNews, MutualFundWire, SmartMoney, and the Tiburon CEO Summit.
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| Age 66
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Qualifications } Founder and largest shareholder of the Company, with knowledge of all aspects of the business and the financial information industry. } Commitment to research integrity and independence. |
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Education } Master’s degree in business administration from The University of Chicago Booth School of Business. } Bachelor’s degree in business administration from The University of Chicago. | ||||
| Director Since: 1984
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| Board Committees: None |
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Kunal Kapoor Kunal Kapoor became chief executive officer of Morningstar in 2017. Before assuming his current role, he served as president, responsible for product development and innovation, sales and marketing, and driving strategic prioritization across the firm. Before becoming president in 2015, Kunal was head of global products and client solutions. Kunal became head of our global client solutions group in 2013 and took on additional responsibility for the products group in 2014. Prior to that, Kunal served in consecutive roles as president of a number of our divisions including Data, Equity and Market Data/Software, and Individual Software. Kunal joined Morningstar in 1997. He is a member of the board of directors of Wealth Enhancement Group, a privately-owned independent wealth management firm.
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| Age 47
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Qualifications } Leadership roles in many of Morningstar’s businesses during a 26-year tenure at the Company. } Uniquely able to advise the Board on the opportunities and challenges of managing the Company and its strategy for growth, as well as its day-to-day operations and risks. |
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Education } Master’s degree in business administration from The University of Chicago Booth School of Business. } Bachelor’s degree in economics and environmental policy from Monmouth College. } Chartered Financial Analyst. | ||||
| Director Since: 2017
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| Board Committees: None |
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Table of Contents
|
2023 Proxy Statement |
13 |
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Robin Diamonte Robin Diamonte was appointed to the Board in December 2015. She is the chief investment officer of Raytheon Technologies Corp., the aerospace defense company formed in 2020 from the merger of Raytheon Corporation and the United Technologies Corporation aerospace business. Robin had been vice president and chief investment officer at United Technologies Corporation since 2004. Before joining United Technologies Corporation, she held several positions during her 12-year tenure at Verizon Investment Management Corporation, the asset management arm of Verizon Communications Inc., rising from research analyst to managing director. Robin serves on the board for the Committee on Investment of Employee Benefit Assets (CIEBA), representing more than 100 of the country’s largest private sector retirement funds on fiduciary and investment issues in Washington.
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| Age 58
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Qualifications } Extensive experience in the retirement industry as a chief investment officer overseeing over $115 billion in global retirement assets. } Unique perspective as a customer of Morningstar products and research for over 25 years since she first started as an investment analyst with Verizon in 1994. |
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Education } Master’s degree in business administration from the University of New Haven. } Bachelor’s degree in electrical engineering from the University of New Haven. | ||||
| Director Since: 2015
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| Board Committees: } Audit } Nominating and Corporate Governance |
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Cheryl Francis Cheryl Francis was elected to the Board in July 2002. She has been co-chair of Corporate Leadership Center, a not-for-profit organization focused on developing tomorrow’s business leaders, since August 2008 and was vice-chair from October 2002 to August 2008. She has been an independent business and financial advisor since 2000. From 1995 to 2000, she served as executive vice president and chief financial officer of R.R. Donnelley & Sons Company, a print media company. Prior to her role at R.R. Donnelley, Cheryl held several positions on the management team of FMC Corporation including corporate treasurer, and served as chief financial officer of FMC Gold, a public company. Cheryl was an adjunct professor for the University of Chicago Graduate School of Business from 1991 to 1993. She currently serves as a member of the board of directors of HNI Corporation and Aon plc.
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| Age 69
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Qualifications } Valuable perspective as an independent business and financial advisor and previously CFO of a public company. } Runs a leadership organization that engages with senior executives, CEOs, and leading academics on current business topics. } Currently serves on two other public company boards and previously served on two other public company boards. |
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Education } Master’s degree in business administration from The University of Chicago Booth School of Business. } Bachelor’s degree from Cornell University. | ||||
| Director Since: 2002
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| Board Committees: } Audit } Compensation |
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Table of Contents
| Proposal 1: Election of Directors |
Board Nominees |
14 |
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Steve Joynt Steve Joynt was appointed to the Board in December 2019. He served as chief executive officer of DBRS, the global credit ratings agency acquired by Morningstar in July 2019, where he spent three years directing the global vision, mission, and strategic objectives for DBRS. Prior to that, he spent more than 20 years at the global credit ratings agency Fitch Group in a variety of roles, including as chief executive officer from 2002 to 2012. Earlier in his career, Steve spent 12 years at Standard & Poor’s in a variety of analytical roles, culminating in the role of managing director of U.S. structured finance.
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| Age 71
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Qualifications } Over 40 years in leadership roles in the credit ratings industry, with excellent understanding of fixed income securities, including sovereign, corporate, asset backed, and structured credits. } Valuable operating experience as CEO of a regulated company. |
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Education } Bachelor’s degree in business administration from the University of Arizona. | ||||
| Director Since: 2019
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| Board Committees: } Compensation } Nominating and Corporate Governance |
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Steve Kaplan Steve Kaplan served as a member of our advisory board beginning in 1998 and was elected to the Board in August 1999. Since 1988, he has been a professor at The University of Chicago Booth School of Business where he currently is the Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance and the Kessenich E.P. Faculty Director at the Polsky Center for Entrepreneurship and Innovation. Steve serves as a research associate at the National Bureau of Economic Research. Having previously served on the boards of directors of public and private companies, Steve has experience developing and advising executive talent.
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| Age 63
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Qualifications } Extensive background on issues in private equity, venture capital, entrepreneurial finance, corporate governance, executive talent, and corporate finance. } Guidance and analysis of both organic growth opportunities and potential acquisitions. |
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Education } Ph.D. in business economics from Harvard University. } Bachelor’s degree in applied mathematics and economics from Harvard College. | ||||
| Director Since: 1999
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| Board Committees: } Compensation } Nominating and Corporate Governance |
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Table of Contents
|
2023 Proxy Statement |
15 |
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Gail Landis Gail Landis was elected to the Board in May 2013. She was a founding partner of Evercore Asset Management, LLC, an institutional asset management firm, and served as managing principal from 2005 until her retirement in December 2011. From 2003 to 2005, she served as head of distribution for the Americas for Credit Suisse Asset Management, the asset management division of Credit Suisse AG. In her long career in active investment management at Sanford C. Bernstein & Co., Inc. and its successor company AllianceBernstein L.P. between 1981 and 2002, she served in a broad array of roles as an equity analyst, a senior portfolio manager, and as a business leader. Gail remains active in the investment community serving on several non-profit boards and investment committees, including the investment committee of the David Rockefeller Fund.
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| Age 70
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Qualifications } Over 30 years of experience as an investment management executive, with an excellent understanding of the marketing and business development needs of institutional investors. } Keen awareness of the investing needs of advisers, and the clients they serve, through dynamic market environments. |
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Education } Master’s degree in business administration from New York University’s Stern School of Business. } Bachelor’s degree in East Asian studies from Boston University. | ||||
| Director Since: 2013
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| Board Committees: } Audit } Nominating and Corporate Governance |
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Bill Lyons Bill Lyons was appointed to the Board in September 2007. He served as president and chief executive officer of American Century Companies, Inc., an investment management company, from September 2000 until his retirement in March 2007. From 1987 to 2000, he served in other capacities at American Century Companies, Inc., including as general counsel, chief operating officer, and president. During his time at American Century, he served on the board of the Investment Company Institute in Washington, D.C., and was appointed to several special task forces that developed best practices for mutual fund governance. He is active in civic and non-profit organizations in the greater Kansas City area, including current service on four non-profit boards (two as chair) and three related investment committees overseeing endowment and foundation assets. He previously served as a member of the board of directors of NIC, Inc. and The Nasdaq Stock Market, LLC.
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| Age 67
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Qualifications } Extensive experience in the mutual fund industry with unique insights and a keen perspective on our customers’ priorities and challenges. } Business acumen and corporate governance mindset as the former chief executive officer of a private investment management company. Extensive experience in active investment management and investment process oversight. |
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Education } Juris doctor degree from Northwestern University School of Law. } Bachelor’s degree in history from Yale University. | ||||
| Director Since: 2007
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| Board Committees: } Compensation } Nominating and Corporate Governance |
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Table of Contents
| Proposal 1: Election of Directors |
Board Nominees |
16 |
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Doniel Sutton Doniel Sutton was appointed to the Board in May 2021. She joined Alteryx, Inc., a company that provides data analytics software, as chief people officer in August 2022. From September 2020 to July 2022, Doniel served as chief people officer at Fastly, Inc., a leading global provider of edge cloud platform services. From March 2017 to April 2019, she served as senior vice president, head of people at PayPal Holdings Inc., a global payments and technology company, and worked in other leadership capacities within the human resources group during her seven-year tenure at the company. From August 1997 to September 2011, she held a variety of senior human resource leadership positions with Prudential Financial, Bank of America Corporation and Honeywell International. Doniel currently serves as a member of the board of directors of Ross Stores, Inc.
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| Age 49
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Qualifications } Wealth of experience in human capital management, global business expansions and large-scale mergers, acquisitions, and business integrations. } Experience in rapidly growing technology companies providing insights into strategies supporting innovation, scale, and growth. } Currently serves on the board of another public company. |
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Education } Master’s degree in business administration in human resources management from the University of Illinois at Urbana-Champaign. } Bachelor’s degree in finance from the University of Illinois at Urbana-Champaign. | ||||
| Director Since: 2021
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| Board Committees: } Audit } Compensation |
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Caroline Tsay Caroline Tsay was elected to the Board in May 2017. She served as chief executive officer of Compute Software, Inc., an enterprise cloud infrastructure software company, from January 2017 to November 2022. From March 2013 to December 2016, she served as vice president and general manager of software at Hewlett Packard Enterprise Company, an information technology company. From April 2007 to March 2013, she held several product leadership positions across the consumer search, e-commerce, and advertising businesses at Yahoo! Inc., a digital media company. Caroline remains active in the technology industry serving as an advisor to venture-capital backed companies and as an investor in venture capital funds. Caroline currently serves on the board of directors of The Coca-Cola Company, and formerly served as a member of the board of directors of Rosetta Stone Inc. and Travelzoo Inc.
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| Age 41
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Qualifications } Background in technology as well as significant leadership and management experience. } Expertise in the areas of consumer internet and enterprise software product development, engineering, marketing, and sales providing insight relevant to organic and inorganic growth. } Currently serves on the board of another public company and previously served on two other public company boards. |
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Education } Master’s degree in management science and engineering from Stanford University. } Bachelor’s degree in computer science from Stanford University. | ||||
| Director Since: 2017
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| Board Committees: } Audit } Nominating and Corporate Governance |
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Table of Contents
|
2023 Proxy Statement |
17 |
Board of Directors and Corporate Governance
Corporate Governance Guidelines
We have adopted a set of Corporate Governance Guidelines to guide the Board in its objective of enhancing shareholder value over the long term. The Nominating and Corporate Governance Committee is responsible for overseeing the Corporate Governance Guidelines and reporting and making recommendations to the Board concerning corporate governance matters. We have posted the guidelines in the Investor Relations area of our corporate website at shareholders.morningstar.com in the Governance section.
Among other matters, the Corporate Governance Guidelines include the following items concerning the Board:
| } Board Size: The Board believes that a board of directors consisting of 7 to 12 members is an appropriate size based on our present circumstances. The Board periodically evaluates whether a larger or smaller slate of directors would be preferable. |
✓ Board currently consists of 10 members. | |
| } Board Vacancies: The Board may fill Board vacancies. Directors appointed by the Board to fill vacancies serve until the next annual meeting at which directors are to be elected. |
✓ Board has not filled any vacancies since the last annual meeting. | |
| } Board Independence: The Board believes that, except during periods of temporary vacancies, a substantial majority of its directors must be independent. In determining the independence of a director, the Board applies the relevant Nasdaq requirements and applicable law and regulations. |
✓ Board currently comprised of 80% independent directors. | |
| } Board Refreshment: The Board believes it can continue to evolve and adopt new viewpoints through the process for the evaluation and nomination of director candidates. In that regard, the Nominating and Corporate Governance Committee and the Board consider each member’s length of service and openness to new ideas when considering the appropriate slate of candidates to recommend for nomination. |
✓ Since 2017, we have added four new directors who have brought valuable and varied experience in distinct and critical areas. | |
| } Retirement Age: Directors are required to retire from the Board when they reach the age of 73. A director reaching the age of 73 following his or her election to the Board may continue to serve until the next annual meeting. On the recommendation of the Nominating and Corporate Governance Committee, the Board may waive this requirement for any director if deemed in the best interests of the Company. |
✓ Board currently has an average age of 60.1 years. | |
| } Overboarding Policy: Directors who are currently serving as the chief executive officer or other executive officer of a public company may serve on a total of no more than three public company boards, including Morningstar’s. Directors who are not currently serving as the chief executive officer or other executive officer of a public company may serve on no more than four public company boards, including Morningstar’s. |
✓ None of the current directors serve on more than two other public company boards. | |
Table of Contents
| Board of Directors and Corporate Governance |
Corporate Governance Guidelines |
18 |
| } Offer to Resign Upon Change in Circumstances: The Board believes that any director who discontinues his or her present employment or who materially changes his or her position should promptly tender a written offer of resignation to the Board. The Nominating and Corporate Governance Committee will then evaluate whether the Board should accept the resignation based on a review of whether the director continues to satisfy the Board’s membership criteria in light of his or her changed circumstances. |
✓Twoof the directors have experienced a change in employment since the last annual meeting and have been asked to continue to serve. | |
Governance and Ethics Policies
Our Board is required to comply with our Code of Ethics and other material enterprise-wide governance and ethics policies. In 2022, the Board undertook a comprehensive review of the Company’s policy on pledging of the Company’s stock by the Company’s directors, officers and employees. As part of this review, the Board weighed two primary considerations. First, the Board believes that significant ownership levels of its directors and officers properly aligns the interests of these individuals with those of the Company’s shareholders. The Board is firm in its belief that an ownership mindset is important to the Company’s culture and structures the compensation of its executive officers with a significant component in equity. Second, the Board recognizes that a pledge of a significant number of shares of the Company’s stock poses a risk to the Company and its shareholders should a lender foreclose on the pledged shares and sell all or a significant portion of them in a manner that disrupts the market for the shares.
When considering whether to impose a complete prohibition on the pledging of Company stock, the Board recognized that a complete ban on the pledging of Company stock could result in Company directors or officers selling shares of the Company in order to provide liquidity or diversification. The Board believe this runs counter to its goal of encouraging ownership of the Company’s securities by its directors and executive officers. Moreover, the sale of shares by directors or executive officers, particularly if in large amounts, could have a negative impact on shareholders.
The Board adopted a revised pledging policy that it believes best balances these two considerations. The revised policy (i) limits the number of shares available to pledge as collateral or hold in a margin account to 15% of that individual’s shares held, (ii) excludes pledged shares in the calculation of an individual’s share ownership or retention requirements, (iii) requires reporting of any pledging activity to the Legal Department for ongoing monitoring, and (iv) provides for review by the Audit Committee of any material pledging activity annually. In addition, the policy warns that a margin or foreclosure sale of a significant number of Morningstar securities at one time could put undue pressure on the price of those securities, to the detriment of shareholders or other market participants. It also advises employees and board members that a margin or foreclosure sale that occurs when an employee or Board member is aware of material, nonpublic information may, under some circumstances, result in unlawful insider trading. Pursuant to such policy, the Audit Committee conducted a risk review of the pledge activity of Joe Mansueto and found that there was no significant risk to the Company or its shareholders. Further details regarding this policy and risk review can be found in the section titled “Policy Restricting Hedging and Pledging”.
Another notable development in 2022, was the adoption of a Related Party Transaction Policy and Procedures. The Board recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest and may create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. As a result, the Board prefers to avoid related party transactions as a general matter. Nevertheless, the Board recognizes that there are situations where related party transactions may be in, or may not be inconsistent with, the best interests of the Company and its shareholders, including but not limited to situations where the Company may obtain products or services of a nature, quality or quantity on terms that are not readily available from alternative sources or when the Company provides products or services to related persons on an arm’s length basis on terms comparable with those provided to unrelated third parties. The Audit Committee approves or ratifies the transaction in accordance with the
Table of Contents
|
2023 Proxy Statement |
19 |
guidelines set out in this policy only after having determined that the transaction is on terms that are not inconsistent with the best interest of the Company and its shareholders. Further details regarding related party transactions during 2022 can be found in the section “Certain Relationships and Related Party Transactions.”
We have posted our Code of Ethics and other significant Company policies in our sustainability policy center at: morningstar.com/company/corporate-sustainability-policies-reports.
Director Independence
The Board believes there should be a substantial majority of independent directors on the Board. The Board also believes that it is useful and appropriate to have members of management, including the chief executive officer, as directors.
In order to qualify as independent under the Nasdaq listing rules, a director must satisfy a two-part test. First, the director must not fall into any of several categories that would automatically disqualify the director from being deemed independent. Second, no director qualifies as independent unless the Board affirmatively determines that the director has no direct or indirect relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
The Board has determined that each of our director nominees is independent under the Nasdaq listing rules, other than Joe Mansueto and Kunal Kapoor. Joe and Kunal are members of our senior management team.
In making this determination, the Board reviewed and discussed information provided by the directors and management with regard to each director nominee’s business and personal activities as they relate to the Company. The Board considered ordinary course or immaterial transactions between the Company and organizations where the directors or their family members are employed in a non-executive officer capacity or serve as directors. In addition, the Board considered a charitable contribution of $35 million to be paid over time by Joe Mansueto to support the creation of an institute to advance urban scholarship and education at The University of Chicago, where Steve Kaplan is a professor. With respect to Robin Diamonte, the Board reviewed ordinary course transactions between the Company and Raytheon Technologies Corp., where she is chief investment officer but not an executive officer. For Gail Landis, the Board reviewed the Company’s engagement of White & Case LLP, where Gail’s son is an associate and was not involved in providing legal services to Morningstar. The Board found nothing in the relationships to be contrary to the standards for determining independence as contained in the Nasdaq’s requirements and the Company’s Corporate Governance Guidelines.
The Board has determined that each member of the Audit Committee qualifies as independent under special standards established by the SEC for members of audit committees. The Board has also determined that each Audit Committee member has sufficient knowledge to read and understand the Company’s financial statements and to serve on the Audit Committee. Additionally, the Board has determined that Cheryl Francis, the Chair of the Audit Committee, qualifies as an audit committee financial expert under the relevant SEC rules. This designation is related to Cheryl’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon her any duties, obligations, or liabilities that are greater than those generally imposed on her as a member of the Audit Committee and the Board. Her designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations, or liabilities of any member of the Audit Committee or the Board.
The Board has determined that each member of the Compensation Committee qualifies as independent under special standards established by the SEC for members of compensation committees.
We ensure that our standing Board committees, the Audit, Compensation, and Nominating and Corporate Governance Committees, are led by and composed entirely of independent directors. We believe this structure benefits Morningstar and contributes to our strong corporate governance framework.
Table of Contents
| Board of Directors and Corporate Governance |
Board Responsibilities and Structure |
20 |
Board Responsibilities and Structure
The primary responsibilities of the Board are to provide oversight, counseling, and direction to our management team in the long-term interests of the Company and our shareholders. The table below highlights some key responsibilities of the Board, the committees, and management within our governance structure.
Table of Contents
|
2023 Proxy Statement |
21 |
Board Leadership Structure
The chief executive officer and management are responsible for seeking the advice and, in appropriate situations, the approval of the Board with respect to certain extraordinary corporate actions.
The Board is responsible for determining the respective roles of the chairman of the board and chief executive officer. Joe Mansueto served as chairman of the board and chief executive officer of the Company until January 1, 2017. At that time, Joe stepped back from our day-to-day operations to instead focus on strategy, capital allocation, advising our senior team, and leading the Board. Joe serves as chairman of the Board and executive chairman of the Company. Kunal Kapoor has served as chief executive officer and a Board member since January 1, 2017. The Board believes that the current structure, which combines Joe’s unparalleled knowledge of all aspects of the business and its history as founder and largest shareholder with Kunal’s management of the day-to-day operations, benefits the business.
The Board has not designated a lead director; however, the independent directors choose from among themselves a lead director with respect to specific matters when appropriate. The Board believes this practice has been working well. The Chair of the Nominating and Corporate Governance Committee works closely with the chairman to set the agenda for each Board meeting and provides feedback on the areas of focus and form of materials presented to the Board. The Chair of the Nominating and Corporate Governance Committee serves as a liaison between the chairman and the independent directors.
The Board has delegated various responsibilities and authority to different Board committees, as described below. Each committee Chair sets the agenda for their respective committee meetings, and reviews and provides feedback on the areas of focus and form of materials. The committee Chair takes into account whether their committee is appropriately carrying out its core responsibilities and focusing on the key issues facing the Company, as may be applicable from time to time. To do so, each Chair engages with key members of management and subject matter experts in advance of each committee meeting. These committees regularly report on their activities and actions to the full Board. Board members have access to all of our employees outside of Board meetings.
Attendance at Board, Committee, and Annual Shareholders’ Meetings
The Board and its committees meet throughout the year on a set schedule. From time to time as appropriate, the Board and its committees also hold special meetings and may act by written consent. The Board held seven meetings in 2022, two of which were special meetings to discuss acquisition opportunities. We expect each director to attend each meeting of the Board and the committees on which he or she serves as well as the annual meeting. In 2022, each director attended at least 75% of the meetings of the Board and the committees on which they served. Each of the directors standing for reelection attended our 2022 Annual Shareholders’ Meeting.
Executive Sessions
Executive sessions of our independent directors are held at the end of every regularly scheduled Board meeting as well as whenever deemed appropriate by the Board. The independent directors determine who among them will be responsible for chairing sessions for the independent directors. Following discussion, the independent directors may, at their discretion, invite the Chairman, CEO, other employees or independent outside advisors or experts to participate. Committee agendas also include regularly scheduled sessions for the independent directors to meet without members of management present. This executive session is led by the independent Chair of that committee. This practice has proved useful in ensuring open and constructive discussion among the Board members.
Table of Contents
| Board of Directors and Corporate Governance |
Board Committees and Charters |
22 |
Board Committees and Charters
The Board currently has standing Audit, Compensation, and Nominating and Corporate Governance Committees and appoints the members to each of these committees. Each member of the Audit, Compensation, and Nominating and Corporate Governance committees is an independent director under Nasdaq standards. Each Board committee has a written charter reviewed annually by the respective committee and approved by the Board. A copy of each charter is available in the Investor Relations area of our corporate website at shareholders.morningstar.com in the Governance section. The table below shows the members of each committee as of the date of this proxy statement, and the number of meetings held by each committee during 2022.
| Director | Audit | Compensation | Nominating and Corporate Governance |
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| Caroline Tsay |
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| 2022 Meetings | 9 | 4 | 5 | |||||||||
Chair Member
Table of Contents
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2023 Proxy Statement |
23 |
Audit Committee
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Members: Cheryl Francis (chair) Robin Diamonte Gail Landis Doniel Sutton Caroline Tsay
Meetings Held in 2022: 9 } All current members are independent within the meaning of the Nasdaq standards for independence for directors and audit committee members. } All current members satisfy Nasdaq financial literacy requirements, having accounting or other relevant management expertise, and Cheryl Francis has been designated as an “audit committee financial expert” as defined by SEC rules. |
Primary Responsibilities: } Oversee the integrity of the Company’s financial statements and internal control over financial reporting. } Appoint and determine the compensation of the independent auditor. } Pre-approve audit and permitted non-audit engagement fees and terms of the independent auditor. } Evaluate the qualifications, performance, and independence of the independent auditor, including obtaining a report of the independent auditor describing the firm’s internal quality control procedures and any material issues raised by the most recent internal quality control review or Public Company Accounting Oversight Board inspection. } Review and discuss with management and the independent auditor the annual audited and quarterly unaudited financial statements included in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. } Review earnings releases and supplemental financial information. } Review and approve, ratify or reject transactions pursuant to the Company’s related party transaction policy and procedures. } Review and reassess the adequacy of the Company’s related party transaction policy and procedures and recommend any changes to the Board. } Review and evaluate the audit plan, performance, and responsibilities of the Company’s internal audit function. } Review with management and the independent auditor the adequacy of the Company’s internal accounting controls. } Discuss risk assessment and risk management policies with respect to major financial, product, technology, and cybersecurity risk exposures. } Discuss with management and the independent registered public accounting firm any correspondence with regulators or governmental agencies and any employee complaints or published reports that raise material issues regarding Morningstar’s financial statements or accounting policies. } Establish procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting, auditing, or ethics matters, and the review of any submissions received pursuant to such procedures.
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Compensation Committee
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Members: Steve Kaplan (chair) Cheryl Francis Steve Joynt Bill Lyons Doniel Sutton
Meetings Held in 2022: 4 } All members are independent within the meaning of the Nasdaq standards of independence for directors and compensation committee members. } All members qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and satisfy the requirements of “outside directors” pursuant to §162(m) of the Internal Revenue Code, as amended. |
Primary Responsibilities: } Annually evaluate the CEO’s performance with respect to the corporate goals and objectives relevant to CEO compensation and recommend the terms and grant of the compensation paid to the CEO. } Annually review and approve the evaluation process and compensation structure for the Company’s executive officers as recommended by the CEO. Review the performance of the Company’s executive officers and approve the terms and grant of their compensation. } Oversee the administration of the Company’s compensation plans, benefit plans, incentive plans and equity-based plans, approve plan amendments, oversee compliance, interpret plan guidelines, and determine grants to employees, in a manner consistent with the terms of such plans. } Review non-employee director compensation and how those practices compare with those of comparable public corporations and recommend changes to the Board, when appropriate. } Review and recommend to the Board for approval compensation plans, policies, programs, and amendments to existing compensation plans, designed to attract, retain, motivate, and appropriately reward employees. } Oversee the Company’s compliance with SEC rules and regulations regarding any say on pay or other shareholder vote regarding Morningstar’s compensation programs and review the results of any such votes or other shareholder engagement. } Review emerging compensation and benefit trends, best practices, and regulatory developments applicable to the Company, and report and make recommendations to the Board regarding such developments, as appropriate. } Review Morningstar’s compensation policies and practices and assess whether such policies and practices are reasonably likely to encourage risk taking that would have a material adverse effect on the Company.
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Nominating and Corporate Governance Committee
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Members: Bill Lyons (chair) Robin Diamonte Steve Joynt Steve Kaplan Gail Landis Caroline Tsay
Meetings Held in 2022: 5 } All members are independent within the meaning of the Nasdaq standards of independence for directors. |
Primary Responsibilities: } Review the qualifications of, approve, and recommend to the Board those persons to be nominated for membership on the Board who shall be submitted to the shareholders for election at each annual meeting of shareholders. } Review and make recommendations to the Board regarding the appropriate size, performance, composition, duties, and responsibilities of the Board and its committees. } Oversee searches for candidates for election to the Board and recommend criteria and individuals for appointment to the Board and its committees. } Review and recommend to the Board tenure and retirement policies and actions to be taken in response to a resignation offer from any director with a significant job change for non-employee directors. } Monitor compliance by directors, the CEO, and other executive officers with the Company’s stock ownership and retention guidelines and conflicts of interest policies. } Review and make recommendations to the Board regarding the function, structure, and operation of the Board and the orientation and continuing education of directors. } Review the Company’s material governance and ethics policies, oversee compliance therewith, and consider any significant requests for waivers or interpretations of such policies. } Review and make recommendations to the Board regarding management’s response to shareholder proposals properly submitted to the Company. } Review emerging corporate governance trends, best practices, and regulatory developments applicable to the Company. } Oversee risks related to the Company’s governance structure, policies, and processes. } Review the CEO’s corporate goals and objectives and monitor performance toward such goals. } Oversee compliance by the Company and its subsidiaries with applicable laws and regulations.
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Board Engagement
Engagement With Management and Other Stakeholders
The commitment of our directors extends well beyond the preparation for, and attendance at, regular and special meetings. Engagement beyond the boardroom provides our directors with additional insights into our business and industry, as well as valuable perspectives on performance and opportunities for future growth. Examples of the ways in which the Board contributes meaningfully to Morningstar’s success outside of the boardroom include the following:
| } | Press and Media Information: Our directors receive frequent updates on significant developments and informational packages including press coverage and current events that relate to Morningstar’s business, people, and industry. |
| } | Product Demos: These in-depth sessions, thematic workshops, and topical roundtables provide Board members detailed background on Morningstar’s products and services and facilitate real-time feedback on key initiatives. |
| } | Talent Development: Our directors spend time with employees and managers throughout the organizational structure, sharing insights and experiences as a development and retention tool and to instill Morningstar’s culture across the organization. |
| } | Strategy Day: Each year we host a strategy day bringing together our Board with Morningstar’s executive leadership team to discuss challenges and opportunities facing the business. |
| } | Stakeholder Engagement: Our directors maintain key relationships with stakeholders, including employees, customers, suppliers, regulators, industry associations, and communities. |
Shareholder Engagement
Our approach to shareholder engagement is characterized by consistent standards, regular and accessible communication to investors of all types, and a long-term focus. Our goal is to communicate equally with all shareholders, without special treatment for large shareholders or research analysts. We do not host quarterly earnings calls and our executives do not participate in one-on-one meetings with institutional shareholders; encouraging a focus on short-term results is inconsistent with our mission to empower investor success over the long term.
Instead, we answer questions in written form on a regular basis and make those answers available to the public through regular Form 8-K filings. We also maintain an archive of queries, with answers dating as far back as 2014. We remain committed to providing substantive written answers to questions submitted by all shareholders, regardless of size. Morningstar executive management and the Board of Directors make themselves available in person, once per year, at the annual meeting of shareholders to answer questions from prospective and current shareholders and other stakeholders.
If you have a question about our business, please contact us by sending an e-mail message to investors@morningstar.com. Shareholders may also communicate with the Board by writing to our corporate secretary at board@morningstar.com. See the section titled “Communicating With Us and Obtaining Additional Information” for further details.
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Board and Committee Evaluation Process
| } The Nominating and Corporate Governance Committee annually reviews the evaluation process, including the evaluation method, to ensure that constructive feedback is solicited on the performance of the Board and its committees. |
} In 2022, as in prior years, the Board, the Audit Committee, the Compensation Committee and the Nominating and Corporate Committee each conducted an annual self-evaluation through a written questionnaire. All questionnaires include open-ended questions to solicit direct feedback, and the responses are collected on an unattributed basis. } In addition, the Nominating and Corporate Governance Committee Chair conducts interviews with each non-employee director from time to time to discuss individual Board member feedback. |
} Directors’ responses to the questionnaires are aggregated without attribution and shared with the full Board and the applicable committees. All responses, including written comments, are provided for consideration. |
} The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee each discuss their respective results. } Following the committee-level discussions, all evaluation results and feedback, including those from any one-on-one interviews, are discussed by the full Board. } The Board decides on specific actions to incorporate feedback received, including making any appropriate changes to Board- and committee-related practices. |
Board’s Role in Risk Oversight
The Board’s role in the Company’s risk oversight process involves each of the Committees as well as the full Board. The Audit Committee reviews and discusses with management risks relating to the Company’s financial systems and data in the context of internal controls and legal exposure, and the steps that management has taken to monitor and control them. The Audit Committee also reviews and discusses with management risks relating to the Company’s cybersecurity and data privacy practices. At each of its regular meetings, the Audit Committee receives an update from Morningstar’s Chief Technology Officer and Chief Information Security Officer in order to monitor trends and identify any emergent risks to our technology infrastructure. During 2022, a particular area of focus for the Audit Committee was the strategy and status of the Company’s initiative to reduce and shift its operations in China and provided guidance on risks and opportunities from this project.
The Nominating and Corporate Governance Committee oversees policies and procedures that relate to Morningstar’s compliance with applicable laws and regulations. Morningstar’s Global Chief Compliance Officer, who reports to the Company’s Chief Legal Officer, leads regular discussions of regulatory and compliance risks with the Nominating and Corporate Governance Committee and meets with the Nominating and Corporate Governance Committee in executive sessions. The Nominating and Corporate Governance Committee also plays a key role in overseeing our governance risks, managing the director nomination process, and assessing the skills and expertise relevant for service on the Board while upholding Morningstar’s commitment to Board diversity.
The Compensation Committee reviews the risks related to the design features of our compensation programs as described in the following section.
Each year, the full Board receives a presentation by management on enterprise risks that are identified and prioritized by management, including operational, financial, legal and regulatory, strategic, and reputational risks. This risk review considers recent trends in the identified risks and considers their potential near-term and long-term impacts. The business and strategic review portion of each Board meeting includes a discussion of current challenges and risks as well as
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Board Committees and Charters |
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emerging risk topics of which management is attentive. In recognition of the importance of human capital management, the Board also receives updates at each of its meetings on the organizational health of the Company. Key areas of focus in 2022 included brand and reputation, talent management, and continued innovation across our products and services. The Board also reviews and discusses our diversity, equity, and inclusion goals and pay equity initiatives. Each Board meeting includes an update on regulatory proceedings and litigation matters from the Company’s Chief Legal Officer and Global Head of Regulatory Strategy and Advisory. Management makes additional reports about enterprise risks as needed or as requested by the Board.
Risk Considerations in Our Compensation Program
We conduct an annual process to review the design features of our compensation program and any related risks. The process is conducted by management in partnership with its independent compensation consultant and reviewed by the Compensation Committee.
We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. In reaching this determination, we have considered the following design elements of our compensation policies and practices:
| } | the mixture of cash and equity-based compensation encourages an appropriate balance between short-term and long-term risk; |
| } | multi-year vesting of equity awards encourages employees to focus on the long-term operational and financial performance of the Company; and |
| } | the use of stock ownership requirements for our executive officers not only aligns their interests with shareholders but also discourages a short-term focus. |
Directors’ Compensation
The Board establishes non-employee directors’ compensation based on the recommendation of the Compensation Committee. Directors who are also our employees do not receive any additional compensation for serving on the Board or attending Board meetings. Our non-employee directors receive cash compensation and equity-based compensation.
Cash Compensation
In 2022, each non-employee director received an annual retainer of $50,000. Non-employee directors who are members of the Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee received an additional annual Committee retainer of $5,000. Gail Landis also received an additional annual retainer of $5,000 for acting as a representative of the Nominating and Corporate Governance Committee at meetings of the boards of directors of our credit ratings entities DBRS, Inc., DBRS Ratings GmbH, DBRS Ratings Limited, and DBRS Limited. Steve Joynt joined the Compensation Committee and Nominating and Corporate Governance Committee in October 2022 and will receive his first annual Committee retainer in 2023. The Audit Committee Chair, Compensation Committee Chair, and Nominating and Corporate Governance Committee Chair received an annual retainer of $25,000, $15,000, and $15,000, respectively. In addition to the retainers described above, we reimburse our non-employee directors for travel expenses for attending Board and committee meetings, when applicable.
Equity-Based Compensation
In 2022, each of our non-employee directors received an annual grant of restricted stock units covering shares with a value of approximately $150,000 at grant that vest over a period of three years. In their first year of service on the Board, new non-employee directors receive an initial grant of restricted stock units covering shares with a value of approximately $250,000 at grant, also vesting over a period of three years.
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2022 Directors’ Compensation
The following table shows compensation earned by each of our non-employee directors in 2022. Joe Mansueto and Kunal Kapoor are members of our Board and Morningstar employees. Neither receives any additional compensation for serving on the Board or attending Board meetings.
| Fees Earned or Paid in Cash |
Stock Awards | Total(1) | ||||||||||
| Robin Diamonte |
$60,000 | $224,242.85 | $ | 284,242.85 | ||||||||
| Cheryl Francis |
85,000 | 224,242.85 | 309,242.85 | |||||||||
| Steve Joynt |
50,000 | 188,529.20 | 238,529.20 | |||||||||
| Steve Kaplan |
75,000 | 224,242.85 | 299,242.85 | |||||||||
| Gail Landis |
65,000 | 224,242.85 | 289,242.85 | |||||||||
| Bill Lyons |
75,000 | 224,242.85 | 299,242.85 | |||||||||
| Doniel Sutton |
60,000 | 82,360.05 | 142,360.05 | |||||||||
| Caroline Tsay |
60,000 | 224,242.85 | 284,242.85 | |||||||||
(1) As required by relevant SEC rules, the amounts represent the aggregate grant date fair value for restricted stock unit awards granted in 2022 as determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. See Note 13 of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of the relevant assumptions used in calculating these amounts. As of December 31, 2022, our continuing non-employee directors held the following number of unvested restricted stock units: Robin Diamonte 1,433; Cheryl Francis 1,433; Steve Joynt 1,662, Steve Kaplan 1,433; Gail Landis 1,433; Bill Lyons 1,433; Doniel Sutton 1,360; Caroline Tsay 1,433. Stock awards when granted are rounded down to the nearest whole share.
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Security Ownership of Certain Beneficial Owners and Management |
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Security Ownership of Certain Beneficial Owners and Management
The following table shows information about beneficial ownership of our common stock by each of our directors and nominees, each of the executive officers identified in the compensation tables included in this proxy statement, each holder of more than 5% of our common stock, and all of our directors and executive officers as a group. Except as otherwise indicated in the notes to the table, the information is as of March 1, 2023, and each person named in the table has sole voting and investment power with respect to the shares listed.
The percentages in the following table are based on 42,480,150 shares of our common stock outstanding as of March 1, 2023.
| Shareholder |
Number of Shares Beneficially Owned |
Percentage of Common Stock |
||||||
| Joe Mansueto(1) |
16,681,340 | 39.3 | % | |||||
| Kunal Kapoor |
91,569 | * | ||||||
| Jason Dubinsky |
13,643 | * | ||||||
| Bevin Desmond(2) |
32,958 | * | ||||||
| Danny Dunn |
9,224 | * | ||||||
| Robin Diamonte |
7,035 | * | ||||||
| Cheryl Francis |
32,230 | * | ||||||
| Steve Joynt |
1,349 | * | ||||||
| Steve Kaplan |
43,376 | * | ||||||
| Gail Landis |
3,821 | * | ||||||
| Bill Lyons(3) |
21,650 | * | ||||||
| Doniel Sutton |
339 | * | ||||||
| Caroline Tsay(4) |
2,049 | * | ||||||
| All directors and executive officers as of March 1, 2023 as a group (13 persons) |
16,940,583 | 39.9 | ||||||
| Over 5% Shareholders |
|
|
|
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| Select Equity Group, L.P.(5) |
3,945,781 | 9.3 | ||||||
| Vanguard Group (6) |
2,474,633 | 5.8 | ||||||
| Bank of America Corporation (7) |
2,266,725 | 5.3 | ||||||
* Represents beneficial ownership of less than 1%.
(1) Joe Mansueto’s address is c/o Morningstar, Inc., 22 W. Washington St., Chicago, Illinois 60602. Joe has pledged 1,800,000 shares of our common stock as security under the terms of a bank credit agreement. Includes 111,514 shares of our common stock held by the Mansueto Foundation, a private charitable foundation. Reflects Joe’s voting and investment power as follows:
| Beneficial Ownership |
Sole Voting Power |
Shared Voting Power |
Sole Investment Power |
Shared Investment Power |
||||||||||||||||
| Joe Mansueto |
16,681,340 | 15,763,576 | 917,764 | 16,363,576 | 317,764 | |||||||||||||||
(2) Includes 11,107 shares of common stock held by Bevin’s spouse.
(3) Includes 7,250 shares of common stock as to which Bill has shared voting and investment power.
(4) Reflects ownership rounded to the nearest whole share; Caroline owns 2,048.5117 shares. In addition, Caroline disclaims beneficial ownership of 2,048.5117 shares transferred pursuant to a court filed stipulation in connection with a dissolution of marriage filed in Santa Clara County.
(5) The indicated interest is based on solely on a Schedule 13G filed on February 14, 2023 by Select Equity Group, L.P. and George S. Loening (together, “Select Equity”) whose business address is 380 Lafayette Street, 6th Floor, New York, NY 10003. In its Schedule 13G the reporting persons reported ownership as of December 31, 2022 is as follows:
| Beneficial Ownership |
Sole Voting Power |
Shared Voting Power |
Sole Investment Power |
Shared Investment Power |
||||||||||||||||
| Select Equity |
3,945,781 | 0 | 3,945,781 | 0 | 3,945,781 | |||||||||||||||
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(6) The indicated interest is based solely on a Schedule 13G filed on February 9, 2023 by The Vanguard Group whose business address is 100 Vanguard Blvd. Malvern, Pennsylvania 19355. In its Schedule 13G, the reporting person reported ownership as of December 31, 2022 as follows:
| Beneficial Ownership |
Sole Voting Power |
Shared Voting Power |
Sole Investment Power |
Shared Investment Power |
||||||||||||||||
| Vanguard Group |
2,474,633 | 0 | 10,919 | 2,440,920 | 33,713 | |||||||||||||||
(7) The indicated interest is based solely on a Schedule 13G filed on February 14, 2023 by Bank of America Corporation whose business address is 100 N Tryon St., Charlotte, North Carolina 28255. In its Schedule 13G, the reporting person reported ownership as of December 31, 2022 as follows:
| Beneficial Ownership |
Sole Voting Power |
Shared Voting Power |
Sole Investment Power |
Shared Investment Power |
||||||||||||||||
| Bank of America Corporation |
2,266,725 | 0 | 2,213,749 | 0 | 2,264,410 | |||||||||||||||
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) requires our directors, executive officers, and beneficial owners of more than 10% of our common stock to file with the SEC an initial report of ownership of our stock on a Form 3 and reports of changes in ownership on a Form 4 or a Form 5. Under SEC rules, certain forms of indirect ownership and ownership of Company stock by certain family members are covered by these reporting requirements. As a practical matter, we assist our executive officers and directors in preparing initial ownership reports and reporting ownership changes and typically file these reports on their behalf.
Based solely on a review of the copies of such forms filed with the SEC, and on written representations from our directors and executive officers, we believe that during 2022 all of our executive officers, directors, and beneficial owners of more than 10% of our common stock filed the required reports on a timely basis under Section 16(a), except that (i) Joe Mansueto’s Form 4 filing to report shares sold under his 10b5-1 plan on November 10 and 11, 2022 was untimely due to reporting system failure and was filed on November 21, 2022 and (ii) Form 4 filings for Kim McGarry, Chief Accounting Officer, to report a grant of restricted stock units in November 2020 and subsequent shares sold for tax withholding purposes in each of November 2021 and 2022 was untimely due to administrative error and was filed on December 22, 2022.
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Compensation Discussion and Analysis
In this section, we discuss the goals of our compensation program and how we compensated each of the executive officers for 2022.
Executive Summary
The accompanying table identifies our executives officers for 2022. We refer to this group as the named executive officers. It consists of our chief executive officer, our chief financial officer, and our three other most highly compensated executive officers serving at the Company as of December 31, 2022.
| Name | Title | |
| Kunal Kapoor | Chief Executive Officer | |
| Jason Dubinsky | Chief Financial Officer | |
| Bevin Desmond(1) | Former Chief Talent and Culture Officer | |
| Danny Dunn | Chief Revenue Officer | |
| Joe Mansueto | Executive Chairman and Chairman of the Board | |
(1) Bevin’s last day of employment as Chief Talent and Culture Officer was January 31, 2023.
Our Board recommends that shareholders vote to approve an advisory resolution on the compensation paid to the Company’s named executive officers (NEO), as described in this proxy statement, for the following reasons. See Proposal 2: Advisory Vote to Approve Executive Compensation.
Pay Aligned With Performance
Morningstar has a strong pay for performance philosophy. Our target pay mix for executive officers has significant portions of total compensation at-risk and variable compensation based on our performance — 92% for the CEO and 78% on average, for our other NEOs. Our primary measures in our executive incentive plans (annual and long-term) are Adjusted Revenue, Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization), and Total Shareholder Return performance. A summary of our performance for these measures is shown below. Adjusted Revenue and Adjusted EBITDA drive incentive payouts in our annual incentive plans while Total Shareholder Return drives payouts for our performance-based long-term Market Stock Unit (MSU) plan.
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We conduct a robust goal setting process and our performance in 2022 was below our target goals for Adjusted Revenue and Adjusted EBITDA(1). Adjusted Revenue actual performance was $1,883.1 million compared with a target goal of $1,939.0 million. Our Adjusted EBITDA actual performance was $497.2 million compared with a target goal of $570.2 million. Our Total Shareholder Return, which is measured over a three-year time frame on an absolute basis, far exceeded the target goals in our long-term Market Stock Unit plan. For additional perspective, our 2022 Total Shareholder Return was -36.3% compared to a -19.4% Morningstar U.S. Market Index return and our three-year Total Shareholder Return (from 2020 –2022) was 45.9% compared to 22.5% Morningstar U.S. Market Index return over that same period. The Compensation Committee emphasizes long-term shareholder return in our compensation programs.
(1) Adjusted Revenue and Adjusted EBITDA are non-GAAP financial measures and are adjusted to exclude the impact of certain items, such as expected incentive compensation costs, foreign currency fluctuations, capitalized software development costs, acquisitions and divestitures and associated costs, and certain investments in the business. When the financial and strategic performance measures were established, and consistent with prior years, the Committee determined that these adjustments, and other significant charges not included in the Company’s internal 2022 budget should be excluded from both the establishment of goals as well as the determination of payout calculations to more closely align with the underlying operating performance of the business.
Annual Bonus Funding — As a result of this performance, our annual bonus funding for our executive officers was 86.3% of target.
Payouts for Market Stock Unit Plan — Payouts for this plan are primarily based on our Total Shareholder Return over a three-year period with a modifier based on Adjusted Revenue against pre-set goals. Our grants from May and November 2019 vested in May and November 2022, respectively, each of which exceeded the maximum achievement level and
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resulted in a payout of 150% of target. The 2019 market stock unit awards to our executive officers also included a revenue modifier pursuant to which the payouts in respect of such awards were increased to 165.2% of target based on our Adjusted Revenue performance over the three-year performance period.
Significant Changes to Programs in 2022
In 2022, we modified our equity program to provide a higher mix of performance-based compensation as compared with 2021. For executive officers, the mix of annual equity grant changed from 50% Market Stock Units / 50% Restricted Stock Units to 75% Market Stock Units / 25% Restricted Stock Units. Market Stock Units vest based on performance against pre-set goals for Total Shareholder Return and Adjusted Revenue. We modified this mix in order to increase the emphasis of performance-based compensation in our equity program and our overall compensation mix. This change is described in more detail on the following pages.
Goals of Our Compensation Program
Our Compensation Committee’s compensation philosophy is to pay our executives competitive base salaries and provide them with the opportunity to earn meaningful annual cash incentive compensation through the Morningstar Incentive Plan (the Corporate Incentive Plan) and equity-based compensation through the Morningstar Amended and Restated 2011 Stock Incentive Plan (the 2021 Plan).
Our Goal Is to Develop Compensation Policies and Practices That:
| Attract and retain talented executives | Motivate and reward our executives for their individual and collective contributions to the Company | Align our executives’ interests with the long-term interests of our shareholders |
The Compensation Committee:
Believes that variable, at risk pay in the form of cash and equity incentives should make up a larger portion of total compensation as members of our management team take on more responsibility at Morningstar. Our compensation program is designed to reward each member of our management team based on their overall contribution to the Company and the goals and initiatives most relevant to their role or the particular product area that the member manages.
Does not use rigid formulas to determine executive compensation but nevertheless aims to tie annual cash incentive compensation closely to value creation, as measured by increases in Adjusted Revenue and Adjusted EBITDA or similar measures. Our equity program, combined with our stock ownership requirements for our executive officers and directors, is designed to reward long-term stock performance. The Compensation Committee bases its decisions about an executive’s compensation on its assessment of his or her performance and contribution toward enhancing the intrinsic value of our Company and its product areas. The Compensation Committee uses its judgment in determining the amounts and combination of base salary, annual bonus, and equity awards.
Compares the total compensation of our executives to what it sees in the market for companies of similar size and operating in a similar business. The Compensation Committee does not target specific compensation levels based on this review but considers this information to obtain a general understanding of current compensation practices.
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2022 Peer Group
In May 2021, for purposes of evaluating 2022 compensation, the Compensation Committee approved the removal of Forrester Research, Inc. and the additions of Federated Hermes, Inc. and Focus Financial Partners. These changes in the peer group were due to consideration of the following factors: each company’s size relative to Morningstar, relevant lines of business in relation to Morningstar, talent competitors, and in most cases, the commonality of being identified as a peer of other existing Morningstar peers. The revised peer group consists of the companies listed below:
| } AssetMark Financial Holdings, Inc. |
} MarketAxess Holdings, Inc. |
|||||
| } CBOE Holdings, Inc. |
} Moody’s Corporation |
|||||
| } Envestnet, Inc. |
} MSCI Inc. |
|||||
| } FactSet Research Systems, Inc. |
} SEI Investments Company |
|||||
| } Fair Isaac Corporation |
} SS&C Technologies Holdings, Inc. |
|||||
| } Federated Hermes, Inc.
} Focus Financial Partners |
} Verisk Analytics, Inc. |
|||||
In May 2022, for purposes of evaluating 2023 compensation, the Compensation Committee approved the addition of Broadridge Financial Solutions, Inc. using the criteria described for the 2022 peer group. The revised peer group will be used to evaluate 2023 compensation decisions.
The Compensation Committee also reviewed published compensation survey data provided by Radford. The survey provides information about compensation levels and practices at financial services and technology companies. When reviewing data from published surveys, the Compensation Committee focuses on information specific to companies of Morningstar’s size. For purposes of this Compensation Discussion and Analysis, we refer to the compensation data for these companies and surveys as “market data.”
Say on Pay Vote
|
Votes cast in support of the proposal |
The Company held its last say on pay vote at its 2022 Annual Shareholders’ Meeting, and the proposal was approved with approximately 98% of the votes cast in support. Given the significant shareholder support, the Compensation Committee did not make any changes to the Company’s executive compensation program in response to the 2022 say on pay vote. The Company is conducting a say on pay vote at its 2023 Annual Shareholders’ Meeting. For additional information on this year’s say on pay vote, see Proposal 2: Advisory Vote to Approve Executive Compensation.
At the 2023 Annual Shareholder’s Meeting the shareholders may cast an advisory vote on the frequency of future say on pay votes. The Board’s recommendation is to vote for a one-year frequency.
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Executive Chairman Compensation
Joe Mansueto has served as Chairman since our Company’s inception and as Chief Executive Officer from 1984 to 1996 and from 2000 to 2016. In consideration of his status as our principal shareholder, Joe believes that his compensation should be directly aligned with other shareholders and be realized primarily through appreciation in the long-term value of our common stock. At his request and supported by the Compensation Committee, he did not participate in our equity or cash-based incentive programs in 2022 and his salary has been $100,000 since 2000.
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2022 CEO Compensation
Kunal Kapoor has served as Morningstar’s Chief Executive Officer since 2017. The Compensation Committee believes that Kunal’s compensation should align with shareholder success, reward achievement of the Company’s strategic goals, and motivate for future growth. When the Committee compared Kunal’s compensation with the compensation peer group in late 2021, his compensation target was between the 25th percentile and the median. Accordingly, the Committee made adjustments to Kunal’s compensation to be more competitive with the market median and focused its changes on performance-based compensation. His salary was not changed in 2022 and remains at $500,000, the lowest in the peer group. His target bonus was increased from $1,000,000 to $1,500,000 and the target annual equity award was increased from $2,000,000 to $3,500,000. As described in Equity-Based Compensation section below, the Committee also put more emphasis in the equity program on performance-based Market Stock Units. Kunal’s revised target total compensation for 2022 was below the median target total compensation for the peer group and continues to emphasize performance-based at-risk compensation more than our peer group.
The Compensation Committee will continue to monitor and manage the progression of Kunal’s target total compensation over time based on his performance. The table below shows Kunal’s 2022 target total compensation:
| Annual Base Salary |
Target Bonus |
Equity Awards | ||
| $500,000 | $1,500,000 | Annual equity grant with a target value of $3,500,000, allocated 75% to market stock units and 25% to restricted stock units. | ||
|
|
|
The final grant of three annual performance-based market stock unit awards with a target value of $1,000,000 and with a three-year performance period, which was approved by the Compensation Committee in December 2019. | ||
Elements of Our Executive Compensation Program
Our executive compensation program currently consists of two main elements: cash compensation (annual base salary and annual bonus) and equity-based compensation (restricted stock units and market stock units). The Compensation Committee believes that its current compensation program for executive officers strikes an appropriate balance between short-term and long-term incentives. This mix of equity and cash compensation is intended to align the interests of our executive officers with those of our shareholders and provide incentives for our executive officers to enhance the intrinsic value of our Company.
Cash Compensation
We pay cash compensation in the form of base salary and bonuses under the Corporate Incentive Plan. We include bonuses in the compensation package because the Compensation Committee believes doing so encourages strong financial and operational performance. We describe each component of cash compensation in more detail below.
Base Salary:
The Compensation Committee reviews and determines the base salary for Kunal based on his individual performance and overall contribution to the Company. For our other executive officers, the Compensation Committee reviews and determines their base salaries based in part on Kunal’s feedback about the individual’s performance and overall contribution to the Company.
For 2022, salaries were increased for each of our named executive officers besides Kunal and Joe. For Jason, Bevin, and Danny salaries were increased by 12.5%, 16.7%, and 16.7%, respectively. All increases were to address competitiveness of total compensation versus the market data. During 2022, as part of her transition to retirement, Bevin transitioned from full-time employment to part time, effective November 1, 2022. The actual salary paid is reflected in the Summary Compensation Table.
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Annual Incentives:
The Corporate Incentive Plan rewards participants for meeting and exceeding annual performance goals approved by the Compensation Committee. As noted above, Joe does not participate in the Corporate Incentive Plan. The design of the Corporate Incentive Plan gives the Compensation Committee discretion to establish a bonus for Kunal based on his individual performance and overall contribution to the Company and bonuses for our other executive officers based on an assessment of the individual’s achievements and feedback from Kunal about the individual’s performance and overall contribution to the Company and, if determined by the Compensation Committee, the performance of particular product areas. The chart below shows the formula for incentive payouts.
2022 Bonus Target and Bonus Determinations for Named Executive Officers (Other Than Joe Mansueto): In December 2021, the Compensation Committee approved the 2022 bonus targets for each of our named executive officers (other than Joe Mansueto, who does not participate in the Corporate Incentive Plan). The 2022 bonus targets for the named executive officers other than Kunal were increased from 2021 based on overall performance and to further align total compensation with the market median. As described above, the Compensation Committee approved an increase to Kunal’s 2022 target bonus to $1,500,000 (300% of his base salary). The 2022 bonus targets for the other named executive officers ranged from approximately 100% to 145% of their base salary. The Compensation Committee determined these target bonus levels based on its assessment of the named executive officer’s impact on the Company and a desire for a meaningful portion of total compensation to be in the form of variable incentive pay. In determining target bonus levels, the Compensation Committee also reviewed incentive compensation practices at similar companies. As noted above, while the it does not target specific compensation elements against the market data, the Compensation Committee does review the market data to understand competitive market practices with respect to executive compensation.
The Compensation Committee established Adjusted Revenue and Adjusted EBITDA as the two metrics to measure company and product area performance for the annual cash incentive bonuses in 2022. The Compensation Committee determined payouts for 2022 primarily on financial performance, using a formula that measured Adjusted Revenue and Adjusted EBITDA relative to company and product area goals established for the bonus program. To arrive at Adjusted Revenue and Adjusted EBITDA we exclude the impact of certain items, such as expected incentive compensation costs, foreign currency fluctuations, capitalized software development costs, acquisitions and divestitures and associated costs, and certain investments in the business. At the beginning of 2022, the Compensation Committee established a funding formula that specifies bonus funding for Adjusted Revenue and Adjusted EBITDA based on various performance levels, with the final funding factor being weighted 67% for Adjusted Revenue and 33% for Adjusted EBITDA. The graphics below illustrate how this formula works for Company performance:
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2022 Adjusted Revenue Funding Formula
2022 Adjusted EBITDA Funding Formula
The Compensation Committee determined that Kunal’s, Jason’s, Bevin’s, and Danny’s bonus funding should be based entirely on the company performance measures.
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Company Performance Measures: In 2022, our overall company financial performance resulted in the following calculation of the bonus funding factor and final payout factor:
| Measure | Goal | Achievement | Goal Attainment |
Unweighted Funding Factor |
Weighting | Funding Factor | ||||||||||||||||||
| Adjusted Revenue (Millions) | $1,939.0 | $1,883.1 | 97.1% | 91.5% | 67% |
|
86.3% |
| ||||||||||||||||
| Adjusted EBITDA (Millions) | $ 570.2 | $ 497.2 | 87.2% | 75.9% | 33% | |||||||||||||||||||
Each executive’s bonus target was multiplied by the final funding factor to determine the funding adjusted target bonus. Adjustments to the calculated award amounts were then determined based on each executive’s individual performance.
The table below shows the bonus earned by each of the named executive officers based on the achievement of company financial goals and the adjustments made for individual performance. Consistent with last year, the Compensation Committee approved an individual performance factor for Kunal that was used to calculate his final bonus amount. For each of our other named executive officers, Kunal recommended, and the Compensation Committee approved, an individual performance factor that was used to calculate each of their cash bonus awards. Also, as part of the Company’s program to deliver outsized awards to top performers, Kunal recommended and the Compensation Committee approved an individual performance adjustment for Danny, and that a portion of the adjustment be delivered in restricted stock units that vest 18 months after the grant date. We describe the factors affecting the individual performance adjustment for each of our named executive officers in more detail below.
| 2022 Target Bonus |
Financial Funding Factor |
Individual Performance Adjustment |
2022 Cash Bonus |
Restricted Stock Units |
2022 Final Bonus |
|||||||||||||||||||
| Kunal Kapoor |
$1,500,000 | 86.3% | 100% | — | — | $ | 1,294,500 | |||||||||||||||||
| Jason Dubinsky |
650,000 | 86.3% | 100% | 560,950 | — | 560,950 | ||||||||||||||||||
| Bevin Desmond |
320,833 | (1) | 86.3% | 100% | 276,879 | — | 276,879 | |||||||||||||||||
| Danny Dunn |
400,000 | 86.3% | 130% | (2) | 396,980 | 51,780 | 448,760 | |||||||||||||||||
(1) The target bonus for Bevin reflects a portion of the year at part time status.
(2) In 2022, Morningstar rewarded its top performers (those whose individual performance adjustment was above 100%) with a restricted stock unit award that vests on the 18-month anniversary of the grant date. Danny will receive these restricted stock units on March 1, 2023. Danny’s restricted stock unit award amount is 15% of the funding factor and his cash bonus is 115% of the funding factor as a result of being in this cohort and consistent with others across the Company whose individual performance adjustment was above 100%.
2022 Bonus Payouts
The Compensation Committee reviewed Kunal’s performance and his broader impact on the growth of the business. It also reviewed Kunal’s evaluation of each executive’s contributions to key company initiatives and their broader impact on the growth of the business. The bonus discussion below describes the key goals for each named executive officer, how the Compensation Committee evaluated performance against those goals, and the factors affecting the individual performance adjustment for each of our named executive officers.
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Kunal Kapoor: In 2022, Kunal’s key goals included delivering on our financial goals, ensuring that we empowered investors across public and private markets with differentiated insights, building on our leading ESG position, driving operational excellence and scalability, and maintaining our strong culture amid meaningful employee growth globally. The Company fell short of its financial targets but navigated relatively well through difficult credit and equity markets in the second half of 2022. We completed the acquisition of LCD and Praemium’s UK and international business, which allowed us to improve our positions in key growth areas. We also added capabilities in key investment areas: climate and impact data, quantitative research, the launch of ESG indexes, the addition of industry specific metrics and business segments for public equities, and expansion of benchmark comparison groups within PitchBook. Finally, we maintained our high engagement levels in a difficult labor market that saw high levels of turnover across industries.
Jason Dubinsky: Jason began 2022 fully immersed in helping Morningstar purchase LCD from S&P Global. He was a key part of the diligence and led all discussions related to the financing of the deal. The success of that endeavor, coupled with our decision to make significant repurchases of our stock and efforts around regaining control of our brand in Japan, meant that Jason engaged in significant planning around our capital allocation globally, including the optimization of our cash through the year. As we continue to grow, Jason also led efforts to optimize our portfolio of businesses and the appropriate investments made in them, our location strategy, and ongoing hiring to support those efforts. Finally, when the markets fell steeply in the year’s second half, Jason was critical in our efforts to pivot to a more cautious expense stance, and the appropriate budgeting process for 2023.
Bevin Desmond: This was a year of transition for Bevin and she prioritized developing a smooth succession plan. She led the search for her successor, and also made efforts to ensure that our new Chief Talent and Culture Officer would have a smooth entry into the organization. Given our growth, Bevin put in significant effort working to meet hiring demands in the organization, revamp our learning and development efforts, drive a review of our pay parity practices, and align her team’s efforts with our location strategy, particularly with respect to our rapidly growing team in India.
Danny Dunn: As we continued to evolve our selling model, Danny is driving the effort to achieve the optimal balance between specialists and generalists in the sales organization. For instance, growth in Sustainalytics was partly driven by these efforts with many of our enterprise sellers initiating opportunities that ultimately led to successful conversions by our specialists. All told, it was a year of outperformance for the sales teams that Danny oversees, despite the rocky markets. Danny’s scope of responsibilities also continues to expand as service and marketing report to him. In that context, he has done particularly solid work with our new Chief Marketing Officer in building out a more scalable demand generation capability for Morningstar.
Equity-Based Compensation
Our stock incentive plan, the Morningstar Amended and Restated 2011 Stock Incentive Plan (the 2021 Plan), provides for grants of options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and market stock units among other stock-based awards. All of our employees are eligible for awards under the 2021 Plan. As noted above, Joe Mansueto does not participate in the 2021 Plan.
Equity awards that vest over time are an important part of how we reward our executive officers and other employees. We pay a meaningful portion of executive officer compensation in the form of equity awards to help align the economic interests of our executive officers with those of our shareholders. We also believe it’s important for our executives to have a long-term stake in the success of the business. The amount of equity-based compensation we provide to each executive officer each year generally reflects the individual’s level of responsibilities within the Company.
The Compensation Committee reviews the value of annual equity awards for each executive officer to evaluate whether they reflect each individual’s responsibilities and performance within the Company and encourage retention and long-term
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alignment with the Company’s success. In 2022, we granted restricted stock units and market stock units to our named executive officers and increased the weighting of our performance-based market stock units. In December 2021, the Committee approved increases for each of the named executive officers based on their performance and market positioning. The target grant values for 2021 and 2022 are shown below.
The mix for annual equity grants was 75% market stock units and 25% restricted stock units, compared with 50% market stock units and 50% restricted stock units in 2021. Each named executive officer’s target equity value is allocated according to this mix between restricted stock units and market stock units. Restricted stock units were granted to our named executive officers in May. With respect to market stock units, the Compensation Committee elected to grant one-half of each named executive officer’s targeted value in May and the other half in November to minimize the potential effect of stock price volatility on the awards. We describe these awards in more detail below.
Restricted Stock Units:
In 2022, the Compensation Committee granted restricted stock units to our named executive officers that vest in four equal annual installments commencing on the first anniversary of the grant date. The table below shows the approximate value approved for each named executive officer in 2022 and 2021.
| Approximate Value of 2022 Restricted Stock Units |
Approximate Value of 2021 Restricted Stock Units |
|||||||
| Kunal Kapoor |
$875,000 | (1) | $1,000,000 | (1) | ||||
| Jason Dubinsky |
300,000 | 450,000 | (2) | |||||
| Bevin Desmond |
175,000 | 250,000 | (2) | |||||
| Danny Dunn |
225,000 | (2) | 250,000 | (2) | ||||
(1) During 2022, Kunal received a restricted stock unit grant in the amount of $595,200 as part of his 2021 bonus award. During 2021, Kunal received a restricted stock unit grant in the amount of $232,275 as part of his 2020 bonus award. These awards are not included in the target value in the table above.
(2) During 2021, Jason, Bevin, and Danny received restricted stock unit grants of $61,125, $66,015, and $36,675, respectively as part of their 2020 bonus awards. These awards are not included in 2021 target value in the table above. During 2022, Danny received a restricted stock unit grant of $66,960 as part of his 2021 bonus award. This award is not included in 2022 target value in the table above.
Market Stock Units:
In 2022, the Compensation Committee granted market stock units to our named executive officers that vest three years from the grant date depending on our total shareholder return (TSR) over that three-year period. In addition to the TSR metric, the market stock units granted to the named executive officers in 2022 had a revenue kicker, where an additional amount of market stock units would be earned for outperformance during the performance period. The Compensation Committee granted one-half of the 2022 targeted value on May 15, 2022 and the other half on November 15, 2022. The table below shows the targeted value for each named executive officer in 2022 and 2021.
| 2022 Market Stock Unit Kicker |
Approximate Target Value of 2022 Market Stock Units |
2021 Market Stock Unit Kicker |
Approximate Target Value of 2021 Market Stock Units |
|||||||||||||
| Kunal Kapoor |
3-year Revenue CAGR | $2,625,000 | (1) | 3-year Revenue CAGR | $1,000,000 | (1) | ||||||||||
| Jason Dubinsky |
3-year Revenue CAGR | 900,000 | 3-year Revenue CAGR | 450,000 | ||||||||||||
| Bevin Desmond |
3-year Revenue CAGR | 525,000 | 3-year Revenue CAGR | 250,000 | ||||||||||||
| Danny Dunn |
3-year Revenue CAGR | 675,000 | 3-year Revenue CAGR | 250,000 | ||||||||||||
(1) As noted under 2022 CEO Compensation, during 2022, Kunal received the third of three annual grants of market stock units with a target value of $1,000,000 each, with a three-year performance period. This award was approved in 2019 when the Compensation Committee evaluated and revisited Kunal’s target total compensation as a more experienced CEO with demonstrated successes, strategic direction, and leadership, and is not included in Kunal’s 2021 or 2022 target values in the table above.
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The market stock units vest based on our TSR over the three-year performance period, as shown in the table below. In 2022, the Target TSR to earn 100% of the target market stock units was 20%. The shares earned based on TSR performance between the performance levels described below will be based on a linear interpolation.
| Performance Level |
Shares Earned as a Percentage of Target Market Stock Units | |
| Threshold TSR |
0% vesting if TSR is negative 13.33% | |
| Target TSR |
100% vesting if TSR is 20% | |
| Maximum TSR |
200% vesting if TSR is 70% | |
In addition to TSR performance, if there is financial outperformance during the performance period, the named executive officers may receive an additional number of shares. This revenue kicker will be determined by the Compensation Committee at or before the end of the performance period and will take into consideration actual performance results (other than TSR) during the performance period.
| Performance Measure |
Revenue Kicker | |
| Adjusted Revenue |
100% - 150% of shares earned based on TSR performance | |
2019 Market Stock Units
On May 15, 2019 and November 15, 2019, the Compensation Committee granted market stock units to each of our named executive officers. Under the terms of the May 2019 and November 2019 market stock unit awards, we measured Morningstar’s total shareholder return over a three-year performance period beginning on each of May 15, 2019 and November 15, 2019, respectively compared with the payout scale for each grant. The 2019 market stock unit awards were also subject to a revenue kicker, pursuant to which the payouts in respect of such awards could be increased depending on our Adjusted Revenue performance over the performance period. The tables below disclose the payout scale, actual total shareholder return and Adjusted Revenue results, and resulting MSUs earned as a percentage of target by each of named executive officers.
May 2019 Market Stock Units
| Performance Level |
Shares Earned as a Percentage of Target Market Stock Units | |
| Threshold TSR |
0% vesting if TSR is negative 23.33% | |
| Target TSR |
100% vesting if TSR is 10% | |
| Maximum TSR |
150% vesting if TSR is 35% | |
| Revenue Kicker |
100% - 150% modifier based results compared to 3-year revenue targets established in 2019 for time period of 2019 - 2021 | |
| Actual TSR and Adjusted Revenue and Actual MSUs vesting |
165.2% of target MSUs vested due to actual TSR of 90.9% and an Adjusted Revenue of $1,594.4 million | |
November 2019 Market Stock Units
| Performance Level |
Shares Earned as a Percentage of Target Market Stock Units | |
| Threshold TSR |
0% vesting if TSR is a negative 23.33% | |
| Target TSR |
100% vesting if TSR is 10% | |
| Maximum TSR |
150% vesting if TSR is 35% | |
| Revenue Kicker |
100% - 150% modifier based results compared to 3-year revenue targets established in 2019 for time period 2019 - 2021 | |
| Actual TSR and Adjusted Revenue and Actual MSUs vesting |
165.2% of target MSUs vested due to actual TSR of 48.4% and an Adjusted Revenue of $1,594.4 million | |
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Employment Agreements and Change in Control and Termination Arrangements
We do not have any employment agreements or change-in-control agreements with any of our executive officers.
Certain of our equity award agreements include accelerated vesting provisions in the event of death, disability or a qualifying termination of employment without cause. In addition, if there is a change in control of Morningstar, under the 2021 Plan the Board can vest or make exercisable, as the case may be, unvested or not yet exercisable awards granted under the 2021 Plan. The following events constitute a change in control within the meaning of the 2021 Plan: the acquisition by a person or entity of more than 50% of Morningstar’s common stock, other than by Joe Mansueto, his wife, children, or any trustee or custodian on their behalf; a merger, consolidation, or statutory share exchange involving Morningstar, unless shareholders receive more than 60% of the stock of the surviving company or the parent company; a liquidation or dissolution of Morningstar; or a sale of substantially all of Morningstar’s assets. The Board has not determined how it will exercise its discretion if there is a change in control of Morningstar. Please see the “Potential Payments Upon Termination or Change in Control” section for further information regarding the value of each named executive officer’s outstanding equity awards in the event of qualifying termination events.
Bevin Desmond Contractor and Separation Agreements
As previously disclosed, Bevin’s last day of employment as Morningstar’s Chief Talent and Culture Officer was January 31, 2023, at which time she transitioned to contractor status. Pursuant to the terms of a Contract Services Agreement dated February 1, 2023, Bevin will provide certain consulting and advisory services to Morningstar during a transition period. Bevin will be paid at an hourly rate for her services and will not be entitled to equity, health coverage or other benefits. Bevin also entered into a Separation Agreement and General Release, pursuant to which she provides a waiver and release of claim against Morningstar and receives continued vesting of her previously issued restricted stock unit and market stock unit awards.
Rule 10b5-1 Trading Plans
Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time.
Stock Ownership Requirements
The Board has adopted stock ownership requirements for our executive officers and directors. These guidelines are designed to encourage our executive officers and directors to increase their equity stakes in Morningstar and more closely link their economic interests with those of our shareholders. We require each of our directors to hold either (a) shares with a value of $5,000,000 or (b) generally speaking, a number of Morningstar shares and share equivalents that is greater than or equal to 25% of the total number of vested restricted stock units that he or she has been granted since becoming a director. For our executive officers, we require each person to hold either (a) shares with a value of $5,000,000 or (b) generally speaking, a number of Morningstar shares and share equivalents that is greater than or equal to 33% of the total number of vested restricted stock units and vested market stock units that he or she has been granted since becoming an executive officer. This 33% threshold applicable to executive officers was increased in December 2021 from 25%. We describe our stock ownership requirements for executive officers and directors in more detail on the Investor Relations area of our corporate website at shareholders.morningstar.com in the Governance section.
As of March 1, 2023, our executive officers and directors were in compliance with these requirements.
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Policy Restricting Hedging and Pledging
We consider it improper and inappropriate for our employees and Board members to engage in short-term or speculative transactions in Morningstar securities or in other transactions in Morningstar securities that may lead to inadvertent violations of insider trading laws. Our Code of Ethics subjects directors and employees to the following restrictions in their transactions in Morningstar securities:
| } | Short Sales: Directors and employees may not engage in short sales of Morningstar securities (sales of securities that are not then owned), including a “sale against the box” (a sale with delayed delivery). |
| } | Publicly Traded Options: Directors and employees may not engage in transactions in publicly traded options on Morningstar securities (such as puts, calls, and other derivative securities) on an exchange or in any other organized market, including over-the-counter or custom options. |
| } | Derivatives and Hedging Transactions: Directors and employees may not enter into derivative or hedging transactions intended to reduce their risk of owning Morningstar securities, while still maintaining ownership of such securities. |
| } | Standing Orders: Standing orders should be used only for a brief period of time. A standing order placed with a broker to sell or purchase stock at a specified price leaves the seller with no control over the timing of the transaction. A standing order transaction executed by the broker when a director or employee is aware of material, nonpublic information may result in unlawful insider trading even if the standing order was placed at a time when the director or employee did not possess material, nonpublic information. |
| } | Margin Accounts and Pledges: Employees and board members may not pledge more than 15% of the total number of Morningstar securities which they beneficially own as collateral for a loan, or hold more than that number of Morningstar securities in a margin account. Securities held in a margin account or pledged as collateral for a loan may be sold by the broker if a director or employee fails to meet a margin call or by the lender in foreclosure if the director or employee defaults on the loan. Directors and employees may not have control over these transactions as the securities may be sold at certain times without the director’s or employee’s consent. A margin or foreclosure sale that occurs when a director or employee is aware of material, nonpublic information may, under some circumstances, result in unlawful insider trading. A margin or foreclosure sale of a significant number of Morningstar securities at one time could put undue pressure on the price of those securities, to the detriment of shareholders or other market participants. Because of this danger, directors and employees should exercise caution in holding any Morningstar securities in a margin account or pledging Morningstar securities as collateral for a loan and must report such activity to the Legal department for monitoring. |
As of March 1, 2023, Joe Mansueto has pledged 1,800,000 shares as security under the terms of a bank credit agreement. This represents a decrease from 3,000,000 shares pledged under such agreement in 2021. The pledged shares represent approximately 11% of Joe’s total number of shares beneficially owned and 4% of Morningstar’s total shares outstanding. The credit agreement and related pledge were arranged to provide Joe some opportunity to diversify his assets, consistent with the advice Morningstar often gives investors. Excluding the pledged shares from the calculation of shares subject to Morningstar’s stock ownership policy, Joe would still be in compliance with such policy.
In evaluating the risk posed by the pledge, the Audit Committee considered the number of shares being pledged, Joe’s overall financial condition, with specific focus on his liquidity and cash flows, the overall leverage of his financial position, the maturity structure of his obligations, the other assets available to secure his obligations, the existence of borrower-friendly provisions (notice, grace periods, provisions for asset substitution and loan restructuring), and Joe’s decades of experience in the financial services industry and with personal investing. The Audit Committee also considered scenario analysis and the significant share price decline that would need to occur before any corrective measures would be triggered under Joe’s borrowing arrangement. The Audit Committee also considered the positive impact of Joe’s maintaining a significant ownership stake in the Company and implications of an alternate scenario in which Joe sells a significant portion of his shares in order to gain liquidity and diversity of his personal wealth. After examining these factors, the Audit
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Committee was satisfied that Joe possessed sufficient assets aside from his pledged Company shares to satisfy, if necessary, his indebtedness secured by those shares. As a result, the Audit Committee concluded that the pledge of Company shares by Joe does not pose a substantial risk to the Company or its other shareholders.
The Audit Committee continues to meet with Joe on an annual basis to review his pledge and any other material pledge arrangements that may be notified to the legal department pursuant to the Company’s policy. During these meetings, Joe updates the Audit Committee on his business activities and answers questions regarding the credit agreement pursuant to which the shares are pledged. Currently, no other pledging arrangements have been reported by the employees, executives, or directors to whom this policy applies.
Independent Compensation Consultant
In 2022, management retained an independent compensation consultant, Willis Towers Watson, to review aspects of the Company’s executive and director compensation program, for a fee of $205,469. Separately, Willis Towers Watson also provided, at management’s request, services relating to broader human resources-related engagements, the fees for which totaled $56,310 in 2022.
Compensation Committee Report
The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussions, the Compensation Committee recommended to the Board the inclusion of the Compensation Discussion and Analysis in Morningstar’s proxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Compensation Committee
Steve Kaplan, Chair
Cheryl Francis
Steve Joynt
Bill Lyons
Doniel Sutton
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Executive Compensation Tables
2022 Summary Compensation Table
| Name and Principal Position |
Year | Salary | Stock Awards(1) |
Non-Equity Incentive Plan Compensation(2) |
All Other Compensation(3) |
Total | ||||||||||||||||||
| Kunal Kapoor Chief Executive Officer |
2022 | $ | 500,000 | $ | 4,499,252 | $ 1,294,500 | $ 15,225 | $ | 6,308,977 | |||||||||||||||
| 2021 | 500,000 | 2,999,437 | 2,083,200 | (4) | 14,955 | 5,597,592 | ||||||||||||||||||
| 2020 | 400,000 | 6,003,467 | 1,161,375 | (5) | 14,889 | 7,579,731 | ||||||||||||||||||
| Jason Dubinsky Chief Financial Officer |
2022 | $ | 450,000 | $ | 1,199,696 | $ 560,950 | $ 15,375 | $ | 2,226,021 | |||||||||||||||
| 2021 | 400,000 | 899,606 | 744,000 | 14,922 | 2,058,528 | |||||||||||||||||||
| 2020 | 400,000 | 799,835 | 599,025 | (6) | 14,889 | 1,813,749 | ||||||||||||||||||
| Bevin Desmond Former Chief Talent and Culture Officer |
2022 | $ | 320,833 | $ | 699,462 | $ 276,879 | $ 14,344 | $ | 1,311,518 | |||||||||||||||
| 2021 | 290,137 | 499,859 | 431,723 | 14,050 | 1,235,769 | |||||||||||||||||||
| 2020 | 270,000 | 499,849 | 422,496 | (7) | 13,856 | 1,206,201 | ||||||||||||||||||
| Danny Dunn Chief Revenue Officer |
2022 | $ | 350,000 | $ | 899,698 | $ 448,760 | (8) | $ 15,375 | $ | 1,713,833 | ||||||||||||||
| 2021 | 300,000 | 499,859 | 580,320 | (9) | 14,856 | 1,395,035 | ||||||||||||||||||
| 2020 | 300,000 | 449,925 | 359,415 | (10) | 14,823 | 1,124,163 | ||||||||||||||||||
| Joe Mansueto Executive Chairman and Chairman of the Board |
2022 | $ | 100,000 | $ | 0 | $ 0 | $ 5,250 | $ | 105,250 | |||||||||||||||
| 2021 | 100,000 | — | — | 5,293 | 105,293 | |||||||||||||||||||
| 2020 | 100,000 | — | — | 5,316 | 105,316 | |||||||||||||||||||
(1) As required by relevant SEC rules, the amounts represent the aggregate grant date fair value for restricted stock unit awards and market stock units granted in 2022 as determined pursuant to FASB ASC Topic 718. The amounts included for the market stock units are calculated based on the probable satisfaction of the performance condition for these awards as of the grant date. Under FASB ASC Topic 718, the vesting condition related to the total shareholder return (TSR) market stock units is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the named executive officers that could be calculated and disclosed based on achievement of the underlying market condition. See Note 12 of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of the relevant assumptions used in calculating these amounts. For further information on these awards, see the 2022 Grants of Plan-Based Awards table.
(2) The amounts represent annual bonus payments made under the Corporate Incentive Plan. For further information on these payments, see Compensation Discussion and Analysis — Annual Incentives.
(3) For 2020 and 2021, the amounts shown include Basic Life, Accidental Death and Dismemberment Insurance and matching contributions to our 401(k) Plan. For 2022, the amounts include only matching contributions to our 401(k) plan because the Basic Life and Accidental Death and Dismemberment insurance is available to all employees and does not discriminate in favor of executive officers.
(4) For 2021, Kunal received $595,200 of the $2,083,200 in the form of restricted stock units granted on May 15, 2022, which will vest in full on the first anniversary of the grant date.
(5) For 2020, Kunal received $232,275 of the $1,161,375 in the form of restricted stock units granted on May 15, 2021, which vested in full on the first anniversary of the grant date.
(6) For 2020, Jason received $61,125 of the $599,025 in the form of restricted stock units granted on May 15, 2021, which will vest in four equal annual installments commencing on the first anniversary of the grant date.
Table of Contents
|
2023 Proxy Statement |
47 |
(7) For 2020, Bevin received $66,015 of the $422,496 in the form of restricted stock units granted on May 15, 2021, which will vest in four equal annual installments commencing on the first anniversary of the grant date.
(8) For 2022, Danny received $51,780 of the $448,760 in the form of restricted stock units granted on March 1, 2023, which will vest in 18 months from the grant date.
(9) For 2021, Danny received $66,960 of the $580,320 in the form of restricted stock units to be granted on May 15, 2022, which will vest in two equal annual installments commencing on the first anniversary of the grant date.
(10) For 2020, Danny received $36,675 of the $359,415 in the form of restricted stock units granted on May 15, 2021, which will vest in four equal annual installments commencing on the first anniversary of the grant date.
Table of Contents
| Compensation Discussion and Analysis |
Executive Compensation |
48 |
2022 Grants of Plan-Based Awards
The following table shows information concerning the grant of plan-based awards in 2022 to each of our named executive officers.
| Name |
Grant Date |
Approval Date |
Award Type |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
All other Stock Awards: Number of Shares of Stocks or Units(3) |
Grant Date Fair Value of Stock Award(4) |
|||||||||||||||||||||||||||||
|
Target(1) |
Threshold |
Target |
Maximum |
|||||||||||||||||||||||||||||||||
| Kunal Kapoor |
— | — | Bonus | $ 1,500,000 | — | — | — | — | — | |||||||||||||||||||||||||||
|
|
05/15/22 | 12/5/2019 | MSU | — | 0 | 2,243 | 6,729 | — | $ 499,897 | |||||||||||||||||||||||||||
|
|
05/15/22 | 05/12/22 | MSU | — | 0 | 5,889 | 17,667 | — | $ 1,312,481 | |||||||||||||||||||||||||||
|
|
11/15/22 | 12/5/2019 | MSU | — | 0 | 1,784 | 5,352 | — | $ 499,788 | |||||||||||||||||||||||||||
|
|
11/15/22 | 11/15/22 | MSU | — | 0 | 4,684 | 14,052 | — | $ 1,312,223 | |||||||||||||||||||||||||||
|
|
05/15/22 | 05/12/22 | RSU | — | — | — | — | 3,601 | $ 874,863 | |||||||||||||||||||||||||||
| Jason Dubinsky |
— | — | Bonus | $ 650,000 | — | — | — | — | — | |||||||||||||||||||||||||||
|
|
05/15/22 | 05/12/22 | MSU | — | 0 | 2,019 | 6,057 | — | $ 449,975 | |||||||||||||||||||||||||||
|
|
11/15/22 | 11/15/22 | MSU | — | 0 | 1,606 | 4,818 | — | $ 449,921 | |||||||||||||||||||||||||||
|
|
05/15/22 | 05/12/22 | RSU | — | — | — | — | 1,234 | $ 299,800 | |||||||||||||||||||||||||||
| Bevin Desmond |
— | — | Bonus | $ 350,000 | — | — | — | — | — | |||||||||||||||||||||||||||
|
|
05/15/22 | 05/12/22 | MSU | — | 0 | 1,177 | 3,531 | — | $ 262,318 | |||||||||||||||||||||||||||
|
|
11/15/22 | 11/15/22 | MSU | — | 0 | 936 | 2,808 | — | $ 262,220 | |||||||||||||||||||||||||||
|
|
05/15/22 | 05/12/22 | RSU | — | — | — | — | 720 | $ 174,924 | |||||||||||||||||||||||||||
| Danny Dunn |
— | — | Bonus | $ 400,000 | — | — | — | — | — | |||||||||||||||||||||||||||
|
|
05/15/22 | 05/12/22 | MSU | — | 0 | 1,514 | 4,542 | — | $ 337,425 | |||||||||||||||||||||||||||
|
|
11/15/22 | 11/15/22 | MSU | — | 0 | 1,204 | 3,612 | — | $ 337,301 | |||||||||||||||||||||||||||
|
|
05/15/22 | 05/12/22 | RSU | — | — | — | — | 926 | $ 224,972 | |||||||||||||||||||||||||||
| Joe Mansueto |
— | — |
|
|
|
$ 0 | — | — | — | — | — | |||||||||||||||||||||||||
(1) Amounts shown represent the Corporate Incentive Plan bonus target for each participating named executive officer established by the Compensation Committee. The Corporate Incentive Plan does not include specified threshold or maximum payout levels.
(2) Amounts shown represent the target and maximum market stock units granted under the 2021 Plan. These market stock units vest on the third anniversary of the grant date depending on our total shareholder return (TSR) over that three-year period and revenue kicker determined by the Compensation Committee at or before the end of the performance period. The number of shares of our common stock to be received at vesting will range from 0% to 300% of the target amount based on the company’s TSR for the three-year performance period and the revenue kicker. At threshold performance, none of the shares vest. At target performance, the target number of shares would vest. At, maximum, 300% of the target number of shares would vest. See Equity Based Compensation, Market Stock Units section for more details.
(3) Amounts shown consist of restricted stock units granted under the 2021 Plan. These restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant date.
(4) Amounts shown represent the aggregate grant date fair value for each restricted stock unit grant and market stock unit grant made in 2022 as determined pursuant to FASB ASC Topic 718. The amounts included for the market stock units are calculated based on the probable satisfaction of the performance condition for these awards as of the grant date. See Note 12 of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of the relevant assumptions used in calculating this amount.
Table of Contents
|
2023 Proxy Statement |
49 |
2022 Outstanding Equity Awards at Fiscal Year-End
The following table shows certain information concerning outstanding equity awards for our named executive officers as of December 31, 2022. This table assumes that 150% of the target market stock units granted prior to November 2021, and 200% of the market stock units granted November 2021 and later will vest on future vesting dates and does not reflect the impact of any performance or revenue kicker that may apply.
| Name |
Grant Date | Award Type | Number of Shares or Units of Stock That Have Not Vested |
Market Value of Shares or Units of Stock That Have Not Vested |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
Stock Awards Equity Incentive Plan |
||||||||||||||||||||
| Kunal Kapoor |
05/15/19 | RSU | 1,128 | (1) | $ 244,314 |
|
|
|
|
|
|
|||||||||||||||
|
|
05/15/20 | RSU | 12,385 | (2) | $ 2,682,467 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/20 | RSU | 2,580 | (1) | $ 558,802 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/21 | RSU | 3,061 | (1) | $ 662,982 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/22 | RSU | 3,601 | (1) | $ 779,941 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/22 | RSU | 2,449 | (3) | $ 530,429 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/20 | MSU |
|
|
|
|
|
|
12,086 | $ 2,617,707 | (5) |
| ||||||||||||||
|
|
11/15/20 | MSU |
|
|
|
|
|
|
7,911 | $ 1,713,443 | (6) |
| ||||||||||||||
|
|
05/15/21 | MSU |
|
|
|
|
|
|
8,472 | $ 1,834,950 | (7) |
| ||||||||||||||
|
|
11/15/21 | MSU |
|
|
|
|
|
|
6,720 | $ 1,455,485 | (8) |
| ||||||||||||||
|
|
05/15/22 | MSU |
|
|
|
|
|
|
16,264 | $ 3,522,620 | (9) |
| ||||||||||||||
|
|
11/15/22 | MSU |
|
|
|
|
|
|
12,936 | $ 2,801,808 | (10) |
| ||||||||||||||
| Jason Dubinsky |
05/15/19 | RSU | 658 | (1) | $ 142,516 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/20 | RSU | 1,376 | (1) | $ 298,028 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/21 | RSU | 1,377 | (1) | $ 298,244 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/21 | RSU | 187 | (1) | $ 40,502 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/22 | RSU | 1,234 | (1) | $ 267,272 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/20 | MSU |
|
|
|
|
|
|
2,763 | $ 598,438 | (5) |
| ||||||||||||||
|
|
11/15/20 | MSU |
|
|
|
|
|
|
1,807 | $ 391,378 | (6) |
| ||||||||||||||
|
|
05/15/21 | MSU |
|
|
|
|
|
|
1,905 | $ 412,604 | (7) |
| ||||||||||||||
|
|
11/15/21 | MSU |
|
|
|
|
|
|
1,512 | $ 327,484 | (8) |
| ||||||||||||||
|
|
05/15/22 | MSU |
|
|
|
|
|
|
4,038 | $ 874,590 | (9) |
| ||||||||||||||
|
|
11/15/22 | MSU |
|
|
|
|
|
|
3,212 | $ 695,687 | (10) |
| ||||||||||||||
Table of Contents
| Compensation Discussion and Analysis |
Executive Compensation |
50 |
| Name |
Grant Date | Award Type | Number of Shares or Units of Stock That Have Not Vested |
Market Value of Shares or Units of Stock That Have Not Vested |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
Stock Awards Equity Incentive Plan |
||||||||||||||||||||
| Bevin Desmond |
05/15/19 | RSU | 376 | (1) | $ 81,438 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/20 | RSU | 860 | (1) | $ 186,267 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/21 | RSU | 765 | (1) | $ 165,691 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/21 | RSU | 202 | (1) | $ 43,751 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/22 | RSU | 720 | (1) | $ 155,945 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/20 | MSU |
|
|
|
|
|
|
1,726 | $ 373,834 | (5) |
| ||||||||||||||
|
|
11/15/20 | MSU |
|
|
|
|
|
|
1,129 | $ 244,530 | (6) |
| ||||||||||||||
|
|
05/15/21 | MSU |
|
|
|
|
|
|
1,059 | $ 229,369 | (7) |
| ||||||||||||||
|
|
11/15/21 | MSU |
|
|
|
|
|
|
840 | $ 181,936 | (8) |
| ||||||||||||||
|
|
05/15/22 | MSU |
|
|
|
|
|
|
2,354 | $ 509,853 | (9) |
| ||||||||||||||
|
|
11/15/22 | MSU |
|
|
|
|
|
|
1,872 | $ 405,456 | (10) |
| ||||||||||||||
| Danny Dunn |
05/15/19 | RSU | 329 | (1) | $ 71,258 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/20 | RSU | 774 | (1) | $ 167,641 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/21 | RSU | 765 | (1) | $ 165,691 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/21 | RSU | 112 | (1) | $ 24,258 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/22 | RSU | 926 | (1) | $ 200,562 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/22 | RSU | 275 | (4) | $ 59,562 |
|
|
|
|
|
|
| ||||||||||||||
|
|
05/15/20 | MSU |
|
|
|
|
|
|
1,554 | $ 336,581 | (5) | |||||||||||||||
|
|
11/15/20 | MSU |
|
|
|
|
|
|
1,017 | $ 220,272 | (6) |
| ||||||||||||||
|
|
05/15/21 | MSU |
|
|
|
|
|
|
1,059 | $ 229,369 | (7) |
| ||||||||||||||
|
|
11/15/21 | MSU |
|
|
|
|
|
|
840 | $ 181,936 | (8) |
| ||||||||||||||
|
|
05/15/22 | MSU |
|
|
|
|
|
|
3,028 | $ 655,835 | (9) |
| ||||||||||||||
|
|
11/15/22 | MSU |
|
|
|
|
|
|
2,408 | $ 521,549 | (10) |
| ||||||||||||||
| Joe Mansueto |
|
|
|
— | — | — | — | — |
| |||||||||||||||||
(1) These restricted stock units vest in four equal annual installments on each of the first four anniversaries of the grant date.
(2) These restricted stock units vest in five equal annual installments on each of the first five anniversaries of the grant date.
(3) These restricted stock units fully vest on the first anniversary of the grant date.
(4) These restricted stock units vest in two equal installments on each of the first two anniversaries of the grant date.
(5) These market stock units vest on May 14, 2023, subject to the achievement of total shareholder return performance goals over a three-year performance period.
(6) These market stock units vest on November 14, 2023, subject to the achievement of total shareholder return performance goals over a three-year performance period.
(7) These market stock units vest on May 14, 2024, subject to the achievement of total shareholder return performance goals over a three-year performance period.
(8) These market stock units vest on November 14, 2024, subject to the achievement of total shareholder return performance goals over a three-year performance period.
(9) These market stock units vest on May 14, 2025, subject to the achievement of total shareholder return performance goals over a three-year performance period.
(10) These market stock units vest on November 14, 2025, subject to the achievement of total shareholder return performance goals over a three-year performance period.
Table of Contents
|
2023 Proxy Statement |
51 |
2022 Option Exercises and Stock Vested
The following table shows certain information concerning the exercise of stock options and vesting of restricted stock units and market stock units during the year ended December 31, 2022 for each of our named executive officers. Joe did not exercise any stock options or receive any shares upon vesting of restricted stock or market stock units in 2022.
| Option Awards | Stock Awards | |||||||||||||||
| Name |
Number of Shares Acquired on Exercise |
Value Realized on Exercise |
Number of Shares Acquired on Vesting |
Value Realized on Vesting |
||||||||||||
| Kunal Kapoor |
— | $ — | 35,790 | $ 9,353,911 | ||||||||||||
| Jason Dubinsky |
— | — | 7,647 | 1,854,318 | ||||||||||||
| Bevin Desmond |
— | — | 4,272 | 1,035,871 | ||||||||||||
| Danny Dunn |
— | — | 3,702 | 897,642 | ||||||||||||
Potential Payments Upon Termination or Change in Control
The following table sets forth the market value of the shares subject to unvested restricted stock units and market stock units (at target) that would have vested upon certain terminations of employment or a change in control occurring on December 31, 2022, as described below:
| Termination due to Death or Disability(1) |
Termination Without Cause(2) |
Change in Control(3) |
||||||||||
| Kunal Kapoor |
|
|
|
|
|
|
|
|
| |||
| Restricted Stock Units |
$ | 5,458,934 | — | $ | 5,458,934 | |||||||
| Market Stock Units |
$ | 3,585,214 | $ | 3,585,214 | $ | 8,000,835 | ||||||
| Jason Dubinsky |
|
|
|
|
|
|
|
|
| |||
| Restricted Stock Units |
$ | 1,046,563 | — | $ | 1,046,563 | |||||||
| Market Stock Units |
$ | 823,259 | $ | 823,259 | $ | 1,883,900 | ||||||
| Bevin Desmond |
|
|
|
|
|
|
|
|
| |||
| Restricted Stock Units |
$ | 633,093 | — | $ | 633,093 | |||||||
| Market Stock Units |
$ | 495,991 | $ | 495,991 | $ | 1,113,922 | ||||||
| Danny Dunn |
|
|
|
|
|
|
|
|
| |||
| Restricted Stock Units |
$ | 688,973 | — | $ | 688,973 | |||||||
| Market Stock Units |
$ | 479,097 | $ | 479,097 | $ | 1,203,807 | ||||||
| Joe Mansueto |
|
|
|
|
|
|
|
|
| |||
| Restricted Stock Units |
— | — | — | |||||||||
| Market Stock Units |
— | — | — | |||||||||
(1) Under the applicable award agreements, in the event of a termination due to death or disability (as defined in the applicable award agreements), unvested restricted stock units will immediately vest, and unvested market stock units will vest based on target performance, prorated for the number of months completed in the performance period. The value of market stock units shown in the table above is based on target performance.
(2) Under the applicable award agreements, in the event of a termination by the Company without cause (as defined in the applicable award agreements), unvested restricted stock units are forfeited and unvested market stock units will vest based on actual performance, prorated for the number of months completed in the performance period. The value of market stock units shown in the table above is based on an assumed performance level equal to target performance.
(3) Amounts in this column represent the market value of the shares subject to unvested restricted stock units and market stock units (assuming target performance) that would have vested had the Board exercised its discretion to accelerate the vesting of such awards upon a change in control occurring on December 31, 2022.
Table of Contents
| Compensation Discussion and Analysis |
Executive Compensation |
52 |
CEO Pay Ratio
We are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Kunal Kapoor, our chief executive officer.
Ratio
For 2022:
| } | The annual total compensation of our median employee was $55,345. |
| } | Kunal’s annual total compensation, as reported in the Total column of the 2022 Summary Compensation Table, was $6,308,977. |
| } | Based on this information, the ratio of the annual total compensation of Kunal to the annual total compensation of our median employee is estimated to be 114:1. |
Identification of Median Employee
For purposes of identifying the median employee(s), we considered the base salary, allowances and target incentive compensation of all employees, other than Kunal, in the Company’s global employee population as of December 31, 2022. As of December 31, 2022, we had 12,331 employees, which includes all permanent full-time employees, part-time employees and interns.
In determining the annual total compensation of the median employee, we calculated such employee’s compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. This calculation is the same calculation used to determine total compensation for purposes of the 2022 Summary Compensation Table with respect to each of the named executive officers.
Table of Contents
2023 Proxy Statement |
53 |
Pay Versus Performance |
||||||||||||||||||||||||||||||||
Year (1) |
Summary Compensation Table Total for PEO (2) |
Compensation Actually Paid to PEO (3) |
Average Summary Compensation Table Total for Non-PEO Named Executive Officers (2) |
Average Compensation Actually Paid to Non- PEO Named Executive Officers (4) |
Value of Initial Fixed $100 Investment Based On: (5) |
Net Income ($M) |
Adjusted Revenue ($M) (7) |
|||||||||||||||||||||||||
Total Shareholder Return |
Peer Group Total Shareholder Return (6) |
|||||||||||||||||||||||||||||||
2022 |
$ |
$ |
- |
$ |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
2021 |
||||||||||||||||||||||||||||||||
2020 |
||||||||||||||||||||||||||||||||
Principal Executive Officer |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
Summary Compensation Table — Total Compensation (a) |
$ |
$ |
$ |
|||||||||
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year (b) |
$ |
$ |
$ |
|||||||||
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(c) |
$ |
$ |
$ |
|||||||||
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (d) |
-$ |
$ |
$ |
|||||||||
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (e) |
$ |
$ |
$ |
|||||||||
+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) |
-$ |
$ |
-$ |
|||||||||
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) |
$ |
$ |
$ |
|||||||||
= Compensation Actually Paid |
-$ |
$ |
$ |
|||||||||
Compensation Discussion and Analysis |
Executive Compensation |
54 |
Other Named Executive Officers Average (a) |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
Summary Compensation Table — Total Compensation (b) |
$ |
$ |
$ |
|||||||||
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year (c) |
$ |
$ |
$ |
|||||||||
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(d) |
$ |
$ |
$ |
|||||||||
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (e) |
-$ |
$ |
$ |
|||||||||
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (f) |
$ |
$ |
$ |
|||||||||
+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (g) |
-$ |
$ |
$ |
|||||||||
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(h) |
$ |
$ |
$ |
|||||||||
= Compensation Actually Paid |
$ |
$ |
$ |
|||||||||
2023 Proxy Statement |
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Compensation Discussion and Analysis |
Executive Compensation |
56 |
} |
} |
} |
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The following table includes certain information as of December 31, 2022 regarding our equity incentive plans.
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights |
Weighted Average Warrants, and |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Covered by Outstanding Options, Warrants, and Rights) |
||||||||||
| Equity compensation plans approved by shareholders |
586,295 | (1) | $— | (2) | 2,913,138 | |||||||
| Equity compensation plans not approved by shareholders |
— | — | — | |||||||||
| Total |
586,295 | — | 2,913,138 | |||||||||
(1) Includes 389,867 restricted stock units, 133,341 market stock units and 63,087 PitchBook bonus plan performance share awards that were outstanding as of December 31, 2022.
(2) Restricted stock units, market stock units, and PitchBook bonus plan performance share awards do not have an exercise price. Morningstar does not have any outstanding options as of December 31, 2022.
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| Proposal 2 | 58 |
PROPOSAL 2:
Advisory Vote to Approve Executive Compensation
As required by Section 14A of the Exchange Act, we are asking our shareholders to vote, on an advisory basis, to approve the compensation of our named executive officers as described in this proxy statement. This proposal, commonly known as a “say on pay” vote, gives shareholders the opportunity to approve our 2022 executive compensation program and the compensation paid to our named executive officers. Our most recent say on pay vote was held at our 2022 Annual Shareholders’ Meeting. At our 2022 Annual Shareholders’ Meeting, shareholders voted to approve (on a non-binding basis) our executive compensation as disclosed in the proxy statement for that meeting.
As discussed in the Compensation Discussion and Analysis, our compensation philosophy is to pay our executives competitive base salaries and provide them with the opportunity to earn meaningful equity-based and incentive compensation through the Morningstar Amended and Restated 2011 Stock Incentive Plan and the Morningstar Incentive Plan. The goals of our executive compensation program, policies, and practices are to attract and retain talented executives, motivate and reward our executives for their contributions to the Company, and align our executives’ interests with the long-term interests of our shareholders. The Compensation Committee and the Board believe the design of the 2022 executive compensation program and the compensation paid to our named executive officers under the current program fulfill these goals.
This proposal allows our shareholders to express their views on the overall compensation of our named executive officers and the philosophy, policies, and practices described in this proxy statement. For the reasons discussed above, we are asking our shareholders to indicate their support for the compensation of our named executive officers by voting FOR the following resolution at the annual meeting:
|
“Resolved, that the Company’s shareholders hereby approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosures.”
|
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Because the say on pay vote is an advisory vote only, it will not be binding on the Company or our Board. However, the Board and the Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements for our named executive officers.
|
Recommendation of the Board The Board recommends a vote FOR the approval of the resolution relating to the executive compensation of our named executive officers as disclosed in this proxy statement.
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PROPOSAL 3:
Advisory Vote to Approve Frequency of Votes on Executive Compensation
As required by Section 14A of the Exchange Act, at least once every six years we are required to ask our shareholders to indicate whether a say on pay vote on the compensation of our named executive officers should be held every one, two, or three years. The advisory vote is non-binding, but the Board and the Compensation Committee will take into account the outcome of the vote when making future decisions about how often the Company conducts an advisory vote on executive compensation. Shareholders last approved a triennial advisory vote on executive compensation in 2017.
While the Board believes that the Compensation Committee and the Board are in the best position to determine executive compensation, the Board appreciates and values shareholders’ views. The Board believes that an advisory vote on executive compensation every year is the best approach for the Company based on a number of reasons, including:
| } | A one-year frequency allows shareholders to provide direct input on the Company’s compensation philosophy, policies, and practices as disclosed in the proxy statement each year; |
| } | A one-year frequency also provides the Compensation Committee with the opportunity to evaluate its compensation decisions taking into account timely feedback provided by shareholders; and |
| } | A one-year frequency is consistent with the Company’s policy of facilitating communications of shareholders with the Board and its various committees, including the Compensation Committee. |
Shareholders are not voting to approve or disapprove of the Board’s recommendation. Instead, shareholders have four choices with respect to this proposal: one year, two years, three years, or abstain from voting on the proposal. For the reasons discussed above, we are asking our shareholders to vote for a ONE YEAR frequency.
The option of one year, two years, or three years that receives the greatest number of votes cast by shareholders will be considered by the Board as the shareholders’ recommendation as to the frequency of future say on pay votes. Nevertheless, the Board may decide that it is in the best interests of our shareholders and the Company to hold say on pay votes more or less frequently than the option selected by our shareholders.
|
Recommendation of the Board The Board recommends a vote FOR the option of “ONE YEAR” as the preferred frequency for future votes to approve executive compensation.
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PROPOSAL 4:
Ratification of the Appointment of Independent
Registered Public Accounting Firm
The Audit Committee has reappointed KPMG LLP as Morningstar’s independent registered public accounting firm for the fiscal year ending December 31, 2023. KPMG has served as our independent registered public accounting firm since 2011. The Audit Committee evaluates the independent registered public accounting firm’s qualifications, performance, and independence each year. As a result of the committee’s evaluation carried out in early 2023, the Audit Committee decided to continue to engage KPMG.
Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, as a matter of good corporate governance we are submitting the appointment of KPMG as our independent registered public accounting firm to shareholders for ratification. If shareholders do not ratify this appointment at the annual meeting, the Audit Committee will undertake further review.
We expect that a representative of KPMG will attend the annual meeting. The KPMG representative will have an opportunity to make a statement if they so desire and will also be available to respond to appropriate questions from shareholders.
|
Recommendation of the Board and Audit Committee The Board and the Audit Committee recommend that you vote FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for 2023.
|
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Audit Committee Report
The ultimate responsibility for good corporate governance rests with the Board, whose primary roles are providing oversight, counsel, and direction to our management team in the long-term interest of the Company and its shareholders. The Audit Committee oversees Morningstar’s accounting and financial reporting processes, as well as audits of Morningstar’s annual financial statements and internal control over financial reporting.
The Audit Committee is made up solely of independent directors, as defined under Nasdaq and SEC rules, and it operates under a written charter adopted by the Board, a copy of which is posted in the Investor Relations area of our corporate website at shareholders.morningstar.com in the Governance section. Morningstar intends the composition of the Audit Committee, the attributes of its members, and the responsibilities reflected in its charter to be in accordance with applicable requirements for public company audit committees. The Audit Committee reviews and assesses the adequacy of its charter on an annual basis. The Board last revised the charter in May 2022.
The Audit Committee’s role is to assist the Board in its general oversight of Morningstar’s financial reporting, audit functions, and internal control over financial reporting. Management is responsible for preparing, presenting, and maintaining the integrity of Morningstar’s financial statements; establishing and maintaining accounting and financial reporting principles and internal controls; and following procedures designed to promote compliance with accounting standards, applicable laws, and regulations.
Morningstar has a full-time Internal Audit department, led by the Chief Audit Executive who reports to the Audit Committee. This department is responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of Morningstar’s system of internal controls relating to the reliability and integrity of Morningstar’s financial information and the safeguarding of Morningstar’s assets. Morningstar’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
The Audit Committee is directly responsible for the appointment, compensation, retention, and, when appropriate, replacement of Morningstar’s independent registered public accounting firm. At least annually, the Audit Committee reviews the Company’s independent registered public accounting firm to decide whether to retain such firm on behalf of the Company. For additional information on the Audit Committee’s latest review of KPMG, see Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm.
Among other matters, the Audit Committee monitors the activities and performance of Morningstar’s internal and independent auditors, including the audit scope, external audit fees, auditor independence, and the extent to which the independent audit firm may be retained to perform non-audit services. KPMG provided the Audit Committee with the written communications required by the Public Company Accounting Oversight Board related to its independence in the role of independent registered public accounting firm for Morningstar. The Audit Committee also discussed KPMG’s independence with KPMG and management.
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The Audit Committee members are not professional accountants or auditors, and they do not duplicate or certify the activities of management or the independent audit firm, nor can the Audit Committee certify that the independent audit firm is indeed independent under applicable rules. The Audit Committee serves in a board-level oversight and monitoring role. It provides advice, counsel, and direction to management and the auditors based on the information it receives, discussions with management and the auditors, and the experience of its members in business, financial, and accounting matters. The Audit Committee may engage its own outside advisors, including experts in particular areas of accounting, as it determines appropriate.
The Audit Committee has an agenda for the year that includes reviewing Morningstar’s financial statements, internal control over financial reporting, and other audit matters. The Audit Committee meets each quarter with the independent audit firm and management to review Morningstar’s interim financial results before the publication of Morningstar’s quarterly filings with the SEC. Management and the independent audit firm review and discuss with the Audit Committee various topics and events that may have significant financial impact on Morningstar.
Management and the independent audit firm also review with the Audit Committee matters discussed between them. The Audit Committee reviews and discusses with management risks relating to the Company’s financial systems and data in the context of internal controls and legal exposure, as well as the steps that management has taken to monitor and control them. The Audit Committee is responsible for establishing procedures for handling complaints received by Morningstar regarding accounting, internal controls, or auditing matters. This includes setting up procedures to allow Morningstar employees to submit any concerns they may have regarding questionable accounting or auditing matters in a confidential, anonymous manner.
In accordance with Audit Committee policy and the requirements of law, the Audit Committee preapproves all services to be provided by the independent audit firm, including audit services, audit-related services, tax services, and other services. In some cases, the full Audit Committee provides pre-approval for up to a year, related to a particular defined task or scope of work and subject to a specific budget. The Audit Committee has authorized its Chair to preapprove additional services. If the Chair preapproves a service, she reviews the matter with the full Audit Committee at its next regularly scheduled meeting. To avoid potential conflicts of interest, publicly traded companies are prohibited from obtaining certain non-audit services from their independent audit firms. Morningstar obtains these services from other firms as needed.
The Audit Committee reviewed and discussed with management and representatives of KPMG Morningstar’s consolidated financial statements for the fiscal year ended December 31, 2022, management’s assessment of the effectiveness of Morningstar’s internal control over financial reporting, and KPMG’s evaluation of Morningstar’s internal control over financial reporting. Management represented to the Audit Committee that the consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. KPMG represented that its presentations included the matters that the Audit Committee and the independent registered public accounting firm are required to discuss pursuant to the applicable requirement of the Public Company Accounting Oversight Board and the SEC. This review included a discussion with management of the quality, not merely the acceptability, of Morningstar’s accounting principles; the reasonableness of significant estimates and judgments; and the clarity of disclosure in Morningstar’s financial statements, including the disclosures related to critical accounting estimates. Based on these views and other discussions, and KPMG’s reports, the Audit Committee recommended to the Board the inclusion of the audited financial statements in Morningstar’s Annual Report on Form 10-K for the year ended December 31, 2022.
Audit Committee
Cheryl Francis, Chair
Robin Diamonte
Gail Landis
Doniel Sutton
Caroline Tsay
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Principal Accounting Firm Fees
The following table shows the fees that we paid or accrued for audit and other services provided to us by KPMG LLP, our principal accounting firm, in 2022 and 2021.
| 2022 | 2021 | |||||||
| Audit Fees |
$ | 4,136,656 | $ | 3,899,288 | ||||
| Audit-Related Fees |
— | — | ||||||
| Tax Fees |
— | — | ||||||
| All Other Fees |
55,518 | 47,035 | ||||||
| Total |
$ | 4,192,174 | $ | 3,946,323 | ||||
Audit Fees
This category includes fees for the audit of our annual financial statements and the audit of our internal control over financial reporting, review of financial statements included in our quarterly reports on Form 10-Q, and other services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. This category also includes advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements and statutory audits required in jurisdictions outside the United States.
Audit-Related Fees
This category includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. No such fees were paid or accrued in 2022 or 2021.
Tax Fees
This category includes fees for international tax and state franchise tax consultation services. No such fees were paid or accrued in 2022 or 2021.
All Other Fees
This category includes fees for services other than the services reported in audit, audit-related, and tax fees.
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| Proposal 4 | 64 |
Certain Relationships and Related Party Transactions
The Company’s Related Party Transaction Policy and Procedures requires that the Audit Committee review all related party transactions including any transaction required to be disclosed under Item 404 of Regulation S-K. Pursuant to SEC rules, a “related person” generally includes directors, director nominees, executive officers, greater than 5% shareholders, immediate family members of any of the foregoing and entities that are affiliated with any of the foregoing. A “related party transaction” is any transaction, since the beginning of Morningstar’s last fiscal year, in which Morningstar was a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.
Under the policy, the Audit Committee is provided with the significant details of each related party transaction, including the material terms of the transaction and the benefits to Morningstar and to the relevant related person, as well as any other information it believes to be relevant to review and approve or disapprove the transaction. In determining whether to approve a related party transaction, the Audit Committee will consider all the relevant facts and circumstances, including the following:
| } | the terms of the transaction and the related person’s interest in the transaction; |
| } | the benefits to the Company of the transaction; |
| } | the availability of other sources of comparable products or services; |
| } | the terms available to unrelated third parties generally; |
| } | whether the transaction can be effectively managed by the Company; and |
| } | if applicable, the potential effect on a director’s independence of entering into the transaction. |
The Audit Committee may approve related party transactions that it determines in good faith are not inconsistent with the best interests of the Company and its shareholders. Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the approval of the transaction. Since January 1, 2022, Morningstar has not participated in any related party transaction within the meaning of Item 404 of Regulation S-K, except as described below.
During fiscal year 2022, Morningstar paid approximately $199,800 to Compute Software, Inc. for cloud computing services. Caroline Tsay, a member of Morningstar’s Board, is the co-founder of, and former chief executive officer at, Compute Software. Together with members of her immediate family, she owns a significant amount of the equity interests of Compute Software. This transaction was subject to the review procedures described above.
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Shareholder Proposals or Nominations
Any proposal that a shareholder wishes to include in our proxy statement for presentation at our 2024 Annual Shareholders’ Meeting must be received by us no later than December 1, 2023. The shareholder must also comply with the requirements of Exchange Act Rule 14a-8. Any director nominee that a shareholder wishes to include in our proxy statement for nomination at our 2024 Annual Shareholders’ Meeting must be received by us no earlier than December 13, 2023 and no later than January 12, 2024. The shareholder and nominee must also comply with the requirements of our by-laws which can be found in the Investor Relations area of our corporate website at shareholders.morningstar.com in the Governance section. In addition to satisfying the requirements under our by-laws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than Morningstar’s nominees must provide notice that sets forth the information required by Rule 14a-19 promulgated under the Exchange Act no later than March 13, 2024. The proposal, nomination, or notice must be submitted, along with proof of ownership of our stock and other information required under our by-laws or applicable law or regulation, to our principal executive offices, in care of our corporate secretary at Morningstar, Inc., 22 W. Washington St., Chicago, Illinois 60602. We suggest that the proposal, nomination, or notice be submitted by certified mail—return receipt requested. We strongly encourage any shareholder interested in submitting a proposal or nomination to contact our corporate secretary in advance of the deadline to discuss the matter. Shareholders may want to consult knowledgeable counsel with regard to the detailed requirements of applicable securities laws and our by-laws. Submitting a shareholder proposal or director nomination does not guarantee that we will include it in our proxy statement.
Shareholders who intend to present a proposal or nominate a director at our 2024 Annual Shareholders’ Meeting without seeking to include the proposal in our proxy statement must provide us notice of the proposal or nomination no earlier than January 12, 2024, and no later than February 11, 2024. The notice must be made by a registered shareholder, on his or her behalf, or on behalf of the beneficial owner of shares and must include certain information specified in our by-laws and information as to the shareholder’s ownership of our stock. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements. The proposal or nomination must be submitted to our principal executive offices, in care of our corporate secretary at Morningstar, Inc., 22 W. Washington St., Chicago, Illinois 60602. We suggest that the proposal or nomination be submitted by certified mail, return receipt requested.
The Nominating and Corporate Governance Committee will review all shareholder proposals and nominations and will make recommendations to the Board for action on any such proposals or nominations. For information on recommending individuals for consideration as nominees through our Nominating and Corporate Governance Committee, see Succession Planning and Director Recruitment Process.
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Communicating With Us and Obtaining
Additional Information
Communicating with Us
We encourage all interested parties—including securities analysts, potential shareholders, and others—to submit questions to us in writing. If you have a question about our business, please contact us by sending an e-mail message to investors@morningstar.com or sending a letter to Morningstar, Inc., Attention: Investor Relations, 22 W. Washington St., Chicago, Illinois 60602. Periodically, we will make written responses to selected inquiries we receive available to all investors at the same time by posting them on our website, shareholders.morningstar.com, and on Form 8-K reports furnished to the SEC.
Please visit shareholders.morningstar.com to obtain press releases, earnings releases, and financial information, as well as corporate governance information and links to our SEC filings. If you would like to receive information such as our latest annual report, please send your request to investors@morningstar.com.
Shareholders may communicate with the Board by writing to our corporate secretary at Morningstar, Inc., 22 W. Washington St., Chicago, Illinois 60602 or by sending an email to board@morningstar.com. The corporate secretary may, at her discretion, not forward certain items if she deems them to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s consideration. In other cases, the corporate secretary may forward some of the correspondence elsewhere in the Company for review and possible response.
Obtaining Our Financial Statements
Our financial statements for the year ended December 31, 2022 are included in our 2022 Annual Report on Form 10-K for the year ended December 31, 2022, which we made available to our shareholders at the same time as this proxy statement. Additional copies of our 2022 Annual Report and this proxy statement can be obtained by contacting our Investor Relations department at investors@morningstar.com. Our 2022 Annual Report and this proxy statement are available in the Investor Relations area of our corporate website at shareholders.morningstar.com in the Financial Summary section.
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Questions and Answers About the Annual Meeting and the Proxy Materials
Who is soliciting my proxy?
The Board of Directors, on the Company’s behalf, is soliciting your proxy to vote at the annual meeting.
How will you conduct the annual meeting?
We will hold the annual meeting at 9 a.m. Central time on Friday, May 12, 2023. We will hold the meeting as a hybrid meeting. There are three different ways to participate.
| 1) | Shareholders may attend in person at our corporate headquarters at 22 W. Washington St., Chicago, Illinois 60602. When you arrive in the lobby, check in at the security desk and take the elevator directly to the seventh floor to reach our auditorium. You will need to present a photo ID when you check in at the security desk. We will have signs posted that direct you to the appropriate location. We will not permit cameras or other recording devices in the auditorium. |
| 2) | Shareholders may vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/MORN2023. Through this platform you will also be able to view and listen to a live webcast of the meeting and submit written questions during the meeting. To be admitted to the annual meeting through this platform you must enter the 16-digit control number found next to the label “Control Number” on your Notice of Internet Availability, proxy card, or voting instruction form, or in the email sending you the proxy statement. If you are a beneficial shareholder, you may contact the bank, broker, or other institution where you hold your account if you have questions about obtaining your control number. |
| 3) | In addition, our annual meeting is available to any interested participants by registering in advance at shareholders.morningstar.com in the Events & Presentations section of the Investor Relations area of our corporate website. Through this platform, you will be able to view and listen to a live webcast of the meeting and submit written questions or ask questions live via your webcam, but you will not be able to vote your shares during the meeting through this platform. |
Why are you holding a hybrid meeting?
We have implemented a hybrid meeting format that will include an in-person meeting that will simultaneously be transmitted via a virtual platform. We believe this offers shareholders and other interested participants the most flexibility to choose how they participate in the meeting. Our goal for the annual meeting is to provide virtual participants substantially the same access and exchange with the Board and management as those who attend the in-person meeting. We believe that we are observing best practices for virtual access to shareholder meetings, including by providing a support line for technical assistance and addressing as many shareholder questions as time allows.
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How do I ask questions during the meeting?
The question and answer session will include questions submitted in advance of, and questions submitted live during, the annual meeting. You may submit a question in advance of the meeting by emailing investors@morningstar.com or at www.proxyvote.com after logging in with your Control Number. Questions may be submitted during the annual meeting in three ways: (i) by raising your hand for those attending in person, (ii) in writing through www.virtualshareholdermeeting.com/MORN2023 or (iii) via webcam or in writing through advance registration at shareholders.morningstar.com in the Events & Presentations section of the Investor Relations area of our corporate website.
What technical support is available during the meeting?
We encourage you to access the annual meeting before it begins. For shareholders accessing the meeting through www.virtualshareholdermeeting.com/MORN2023, online check-in will start approximately 30 minutes before the meeting on May 12, 2023. If you have difficulty accessing the meeting, please call +1 844-986-0822 (toll free) or +1 303-562-9302 (international). We will have technicians available to assist you.
For other participants accessing the meeting through advance registration at shareholders.morningstar.com, please refer to your registration confirmation e-mail that will have instructions related to technical support.
Why did I receive a notice in the mail regarding Internet availability of proxy materials instead of a full set of proxy materials?
We provide access to our proxy materials over the Internet. On March 31, 2023 we mailed a Notice of Internet Availability of Proxy Materials to our shareholders of record and beneficial owners. The Notice explains how to access the proxy materials on the Internet and how to vote your proxy. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting printed materials included in the Notice.
What will shareholders vote on at the annual meeting?
Shareholders will elect directors to serve until our next annual meeting and will also be asked to approve our executive compensation, vote on the frequency of votes on executive compensation, and ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2023. We do not expect any other matters to be presented at the meeting. If other matters (including matters incident to the conduct of the meeting) are properly presented for voting, the persons named as proxies will vote in accordance with their best judgment on those matters.
Who is entitled to vote at the annual meeting?
Shareholders of record as of the close of business on March 13, 2023, are entitled to vote at the meeting. On that date, there were 42,550,920 outstanding shares of common stock.
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What is a shareholder of record?
If your shares are registered directly in your name with our transfer agent, Computershare Investor Services, you are considered the shareholder of record for those shares. As the shareholder of record, you have the right to vote your shares.
If your shares are held in a stock brokerage account or by a bank, or other holder of record, you are considered the beneficial owner of shares held in street name. Your broker, bank, or other holder of record is the shareholder of record for those shares. As the beneficial owner, you have the right to direct your broker, bank, or other holder of record on how to vote your shares.
How many votes are required to elect directors and adopt proposals?
The election of each director, approval of our executive compensation, and ratification of the appointment of KPMG as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of common stock represented in person or by proxy at the meeting and entitled to vote. The option receiving the most votes regarding the frequency of votes on executive compensation will be considered by the Board as the shareholders’ recommendation as to the frequency of future votes on executive compensation. A majority of the shares entitled to vote on a matter, whether present in person or by proxy, will constitute a quorum at the meeting.
How many votes am I entitled to per share?
Each share of our stock that you own as of the record date represents one vote. If you do not vote your shares, you will not have a say on the important issues to be voted upon at the meeting.
How do I vote?
If you are a shareholder of record, you may vote over the internet, by telephone, or by mail prior to the annual meeting by following the instructions provided in the Notice of Internet Availability of Proxy Materials. You may vote during the annual meeting by attending in person and requesting a ballot or by visiting www.virtualshareholdermeeting.com/MORN2023. To be admitted to the annual meeting you must enter the 16-digit control number found next to the label “Control Number” on your Notice of Internet Availability, proxy card, or voting instruction form, or in the email sending you the proxy statement. If you received a printed copy of the proxy materials, you may also complete, sign, and date your proxy card and return it in the prepaid envelope that was included with the printed materials, or vote using the telephone number indicated on the proxy card.
If you are a beneficial owner of shares, you may vote over the internet, by telephone, or by mail prior to the annual meeting by following the instructions provided in the Notice of Internet Availability of Proxy Materials you received from the holder of record of your shares. You may vote in person at the meeting by obtaining a proxy from your broker, bank, or other holder of record and present it to the inspector of election with your ballot. You may also vote during the annual meeting by visiting www.virtualshareholdermeeting.com/MORN2023. To be admitted to the annual meeting you must enter the 16-digit control number found next to the label “Control Number” on your Notice of Internet Availability, proxy card, or voting instruction form you received from the holder of record of your shares. If you are a beneficial shareholder, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your Control Number. If you received a printed copy of the proxy materials, you should have received a proxy card and voting instructions from the holder of record of your shares.
If you are a shareholder of record and submit a signed proxy card but do not fill out the voting instructions, the persons named as proxy holders will vote the shares represented by your proxy as follows:
| } | FOR the election of each of the director nominees listed in this proxy statement. |
| } | FOR the approval of our executive compensation. |
| } | FOR the option of ONE YEAR as the preferred frequency for future votes to approve executive compensation. |
| } | FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for 2023. |
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If other matters (including matters incident to the conduct of the meeting) are properly presented for voting, the persons named as proxies will vote in accordance with their best judgment on those matters.
What happens if I abstain from voting on a matter or my broker withholds my vote?
For the election of directors, approval of our executive compensation and ratification of the appointment of KPMG as our independent registered public accounting firm abstentions are treated as shares that are represented and entitled to vote, so abstaining has the same effect as a negative vote. Abstentions will have no effect on the proposal regarding the frequency of votes on executive compensation. Shares held by brokers that do not have discretionary authority to vote on a particular proposal and that have not received voting instructions from their customers are not counted as being represented or entitled to vote on the proposal, which has the effect of reducing the number of affirmative votes needed to approve the proposal.
Should I submit a proxy even if I plan to attend the annual meeting?
To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting. If you attend the meeting and are a shareholder of record, you may also submit your vote, and any previous votes that you submitted on those matters will be superseded by the vote that you cast during the meeting.
Can I revoke my proxy?
You may revoke your proxy at any time before the completion of voting at the meeting by voting during the meeting by visiting www.virtualshareholdermeeting.com/MORN2023 or by delivering written instructions before the meeting to our corporate secretary at Morningstar, Inc., 22 W. Washington St., Chicago, Illinois 60602. If you are a beneficial owner, you must contact your broker, bank, or other holder of record to revoke any prior voting instructions.
Who will bear the cost of soliciting votes for the annual meeting?
We will bear the expense of soliciting proxies. Our directors, officers, and other employees may also solicit proxies personally or in writing, by telephone, email, or otherwise. We do not compensate them for soliciting proxies. We are required to request that brokers and nominees who hold stock in their names furnish our proxy materials to the beneficial owners of the stock, and we must reimburse those brokers and nominees for the reasonable expenses of doing so in accordance with applicable law.
Will a recording of the annual meeting be available?
You can view a video recording in the Investor Relations area of our corporate website at shareholders.morningstar.com in the Events & Presentations section, which will be available for approximately one year after the meeting.
Table of Contents
Table of Contents
| MORNINGSTAR, INC. |
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| 22 WEST WASHINGTON STREET |
VOTE BY INTERNET | |
| CHICAGO, IL 60602 |
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above | |
| Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 11, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | ||
| During The Meeting - Go to www.virtualshareholdermeeting.com/MORN2023 | ||
| You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. | ||
| VOTE BY PHONE - 1-800-690-6903 | ||
| Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 11, 2023. Have your proxy card in hand when you call and then follow the instructions. | ||
| VOTE BY MAIL | ||
| Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | ||
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D98937-P86448 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| MORNINGSTAR, INC. | ||||||||||||||||
| The Board of Directors recommends you vote FOR the following: |
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| 1. Election of Directors |
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| Nominees: |
For | Against | Abstain | |||||||||||||
| 1a. |
Joe Mansueto | ☐ | ☐ | ☐ | ||||||||||||
| 1b. |
Kunal Kapoor | ☐ | ☐ | ☐ | ||||||||||||
| 1c. |
Robin Diamonte | ☐ | ☐ | ☐ | ||||||||||||
| 1d. |
Cheryl Francis | ☐ | ☐ | ☐ | ||||||||||||
| 1e. |
Steve Joynt | ☐ | ☐ | ☐ | ||||||||||||
| 1f. |
Steve Kaplan | ☐ | ☐ | ☐ | ||||||||||||
| 1g. |
Gail Landis | ☐ | ☐ | ☐ | ||||||||||||
| 1h. |
Bill Lyons | ☐ | ☐ | ☐ | ||||||||||||
| 1i. |
Doniel Sutton | ☐ | ☐ | ☐ | ||||||||||||
| 1j. |
Caroline Tsay | ☐ | ☐ | ☐ | ||||||||||||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
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| Signature [PLEASE SIGN WITHIN BOX] |
Date |
| The Board of Directors recommends you vote FOR proposals 2 and 4 and 1 Year on proposal 3. | For | Against | Abstain | |||||||||||||
| 2. | Advisory vote to approve executive compensation. |
☐ | ☐ | ☐ | ||||||||||||
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||||
| 3. | Advisory Vote to Approve Frequency of Votes on Executive Compensation. |
☐ | ☐ | ☐ | ☐ | |||||||||||
| For | Against | Abstain | ||||||||||||||
| 4. | Ratification of the appointment of KPMG LLP as Morningstar’s independent registered public accounting firm for 2023. |
☐ | ☐ | ☐ | ||||||||||||
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
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| Signature (Joint Owners) | Date |
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Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Annual Report and Notice and Proxy Statement are available at www.proxyvote.com
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D98938-P86448
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MORNINGSTAR, INC. |
| Annual Meeting of Shareholders |
| May 12, 2023 9:00 AM CDT |
| This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 12, 2023. |
| The shares of stock you hold in this account will be voted as you specify on the reverse side. |
| If no choice is specified, the proxy will be voted FOR Items 1, 2 and 4 and 1 YEAR for Item 3 and in the discretion of the proxyholders on any other matter that properly comes before the meeting. |
| By signing the proxy, you revoke all prior proxies and appoint Sarah Bush and Leah Trzcinski, or either of them, with full power of substitution to vote these shares on the matters shown on the reverse side and any other matters as may properly come before the Annual Meeting and all adjournments. |
| Continued and to be signed on reverse side
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