Proxy Statement (Form DEF 14A)

        Filed by a Party other than the Registrant 

TABLE OF CONTENTS

PROXY SUMMARY

This summary highlights certain information contained in this Proxy Statement. The accompanying proxy is solicited on behalf of the Board of Directors (the "Board") of NortheTrust Corporation (the "Corporation") for use at the Corporation's Annual Meeting of Stockholders to be held on Tuesday, April 22, 2025 (the "Annual Meeting"). You should read the entire Proxy Statement carefully before voting. On or about March 12, 2025, we began mailing or otherwise making available our proxy materials, including a copy of our Annual Report on Form 10-Kfor the year ended December 31, 2024, to all stockholders entitled to vote at the Annual Meeting.

For more information on voting and attending the Annual Meeting, see "General Information about the Annual Meeting" on page 82 of this Proxy Statement.

Our mission is to be our clients' most trusted financial partner, guarding and growing their assets as if they were our own. We serve a diverse range of clients from individuals to institutions, including families, family offices, foundations, endowments, pensions, asset managers, and sovereign entities.

We serve our clients through three interconnected businesses: Wealth Management, Asset Servicing, and Asset Management. Each offers a comprehensive set of services and products that are tailored to meet the specific needs and objectives of our clients to support them throughout their financial journeys.

We are committed to delivering on our enduring principles of service, expertise, and integrity. These principles have remained constant, enabling us to serve our clients with distinction for over 135 years.

It is the combination of these businesses and principles that creates a differentiated client experience and competitive advantage. In a world characterized by constant change and highly competitive markets, we aim to evolve, innovate, and enhance our products and services to create more value for all of our stakeholders. Achieving this requires the collective efforts of our entire enterprise. In 2024 we launched a multi-year strategy entitled "One NortheTrust" to optimize growth, strengthen resiliency and manage risk, and drive productivity. Our strategy is enabled by talent, technology, and data with the objective of becoming a consistently high-performing company.

PROXY SUMMARY

Key highlights with respect to our financial performance(1):

We achieved these financial results while continuing to maintain strong capital ratios, with all ratios exceeding those required for classification as "well capitalized" under federal bank regulatory capital requirements.

(1) 2024 included a net realized pretax gain of $879.9 million related to our participation in an exchange offer related to shares of a class of Visa, Inc. common stock, among certain other notable items. For additional detail regarding the Corporation's financial performance, please see the Corporation's Annual Report on Form 10-K for each year presented and the consolidated financial statements included therein.

PROXY SUMMARY

PROXY SUMMARY

To enable our One NortheTrust strategy, we announced the following changes to our leadership structure, each effective October 1, 2024:

Based upon its review of our corporate performance and the individual performance of each named executive officer discussed in the Compensation Discussion and Analysis beginning on page 31 of this Proxy Statement, the Human Capital and Compensation Committee approved the compensation amounts outlined in the table below. This table provides a comprehensive summary of each named executive officer's total direct compensation for the 2024 and 2023 performance years with the exception of Mr. Fox who did not serve as a named executive officer in 2023. As noted in the "Key Developments-Leadership Changes" section above, several named executive officers (Messrs. Fox, Tyler, Cherecwich, and Fradkin) transitioned to new roles effective October 1, 2024. Compensation decisions for 2024 were primarily driven by their respective performance in the position they held for the first three quarters of the year, with consideration given (though to a proportionally lesser degree) for contributions in the role they held in the fourth quarter.

It should be noted that the table below is not intended to be a substitute for the Summary Compensation Table on page 57, as certain amounts in the table below are different than the amounts in the Summary Compensation Table. The most significant difference is that this table reflects long-term incentive awards granted in February 2025 and February 2024 for the 2024 and 2023 performance years, respectively, while the Summary Compensation Table provides the value of the equity awards for the year in which they were granted. This perspective may be useful in reviewing key incentive compensation decisions, as this is how the Committee considers performance and pay, with incentive compensation generally reflective of prior year's performance.

(1) Represents the applicable named executive officer's salary, as determined in February 2024 and 2023, respectively, except for Mr. Gamba in 2023. Mr. Gamba's annualized 2023 salary was established in connection with him joining NortheTrust effective April 3, 2023.

PROXY SUMMARY

(2) Represents the total cash and equity incentive awards received by the applicable named executive officer in February 2025 for the 2024 performance year and February 2024 for the 2023 performance year, respectively. With respect to Mr. O'Grady, 2024 incentive compensation includes the application of negative discretion in accordance with Mr. O'Grady's request as discussed further in the 2024 Compensation Outcomes section, beginning on page 35.

Consistent with our pay for performance philosophy, the pay mix for our CEO and each of our other named executive officers heavily emphasizes incentive compensation. Our long-term incentive mix further emphasizes performance-based pay, with 65% of the long-term incentives being awarded in performance stock units earned based on performance over a three-year period, and 35% being awarded in restricted stock units which vest ratably over a four-year period.

PROXY SUMMARY

C- Chair    ✓- Member    *- Member of Cybersecurity Risk Oversight Subcommittee chaired by Ms. Klevorn

PROXY SUMMARY

ITEM 1-ELECTION OF DIRECTORS

Stockholders will be asked to elect thirteen directors at the Annual Meeting. Each of the thirteen nominees is currently serving as a director of the Corporation and its principal subsidiary, the Bank. One of our current directors, Linda Walker Bynoe, will not be standing for re-election,as she will be retiring from service as a director of the Corporation effective upon the conclusion of her current term at the Annual Meeting. Ms. Bynoe has served as member of the Board since 2006.

Each of the thirteen director nominees has consented to serve as a director if elected at the Annual Meeting. Each nominee elected as a director will serve until the next Annual Meeting of Stockholders or until his or her successor is elected and qualified. If any nominee is unable to serve as a director at the time of the Annual Meeting, your proxy may be voted for the election of another nominee proposed by the Board or the Board may reduce the number of directors to be elected at the Annual Meeting.

As discussed further under "Corporate Governance-Director Nominations and Qualifications and Proxy Access," in evaluating director nominees, the Corporate Governance Committee considers a variety of factors, including relevant business and industry experience, professional background, age, current employment, community service, and other board service. Accordingly, the thirteen director nominees possess a wide variety of experience, qualifications, and skills, which equip the Board with the collective expertise to perform its oversight function effectively. Each of the candidates also has a reputation for, and long record of, integrity and good business judgment; has experience in leadership positions with a high degree of responsibility; is free from conflicts of interest that could interfere with his or her duties to the Corporation and its stockholders; and is willing and able to make the necessary commitment of time and attention required for effective Board service.

Further information with respect to the nominees for election to the Board at the Annual Meeting, including a summary of certain key skills, experience, and demographic background information, is set forth on the following pages.

INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

Biographical Information

The following information about the nominees for election to the Board at the Annual Meeting is as of the date of this Proxy Statement, unless otherwise indicated.

INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

BOARD AND BOARD COMMITTEE INFORMATION

Our Board currently consists of fourteen members, thirteen of which are standing for re-election. The Board has determined that each of the following thirteen current directors is independent in accordance with our independence standards, which conform with the U.S. Securities and Exchange Commission (the "SEC") rules and the listing standards of The NASDAQ Stock Market LLC ("NASDAQ"): Linda Walker Bynoe (who is not standing for re-election),Susan Crown, Chandra Dhandapani, Dean M. Harrison, Jay L. Henderson, Marcy S. Klevorn, Siddharth N. "Bobby" Mehta, Robert E. Moritz, Richard M. Petrino, Martin P. Slark, David H. B. Smith, Jr., Donald Thompson, and Charles A. Tribbett III.

During 2024, the Corporation's Board held seventeen meetings. All incumbent directors during 2024 attended at least 75% of the total meetings of the Board and the committees on which they served occurring during the period in which they served. Our Corporate Governance Guidelines state that all directors are expected to attend each Annual Meeting of Stockholders. In accordance with this expectation, all of the directors then serving attended the 2024 Annual Meeting of Stockholders held on April 16, 2024.

Board Committees

The standing committees of the Board are the Audit Committee, the Business Risk Committee, the Capital Governance Committee, the Corporate Governance Committee, the Executive Committee, and the Human Capital and Compensation Committee. The Cybersecurity Risk Oversight Subcommittee assists the Business Risk Committee in discharging its oversight duties with respect to cybersecurity risk. With the exception of the Executive Committee, all standing committees and subcommittees are composed solely of independent directors. Consequently, independent directors directly oversee critical matters and appropriately oversee the Chairman and CEO and other members of senior management. Each standing committee and subcommittee is governed by a written charter. These charters detail the duties and responsibilities of each committee and subcommittee and are available on the Corporation's website at www.northerntrust.com.

Additional information regarding the roles, responsibilities and composition of the Board's standing committees and subcommittees is set forth below.

BOARD AND BOARD COMMITTEE INFORMATION

BOARD AND BOARD COMMITTEE INFORMATION

CORPORATE GOVERNANCE

Key Governance Practices

We believe that the high standards set by our governance structure provide the foundation for the strength of our business. An overview of certain key governance practices reflective of our strong governance profile is set forth below.

Director Independence

To be considered independent, the Board must affirmatively determine that a director has no relationship with the Corporation which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Corporation's Corporate Governance Guidelines require that a majority of the directors serving on the Board meet the criteria for "independence" under NASDAQ listing standards.

In making independence determinations, the Board considers, among all other relevant matters, the criteria for independence contained in the NASDAQ listing standards. Under these standards, the following persons shall not be considered "independent":

CORPORATE GOVERNANCE

"Family Member" means a person's spouse, parents, children, siblings, mothers- and fathers-in-law,sons- and daughters-in-law,brothers- and sisters-in-law,and anyone (other than domestic employees) who shares the person's home.

The Board has determined that each director serving during 2024 was, and each current director is, independent of the Corporation in accordance with the Corporation's Corporate Governance Guidelines and categorical standards, except for Mr. O'Grady, who currently serves as the Corporation's Chairman and CEO.

In addition to the categorical standards, the Board considered that the Corporation or its subsidiaries provided financial services to each of its directors, or persons or entities affiliated with such directors, except for Ms. Dhandapani and Ms. Klevoand Messrs. Moritz, Petrino, and Tribbett, including trust and related services, brokerage services, investment management, asset servicing, asset management, credit services, and other banking services. These transactions were undertaken in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral for loan transactions) as those prevailing at the time for comparable transactions with other persons not related to the Corporation or any affiliated entities involved in the transactions. None of these transactions involved more than the normal risk of collectability or presented other unfavorable features, and any extensions of credit to directors and executive officers of the Corporation were permitted under the provisions of Section 13(k) of the Securities Exchange Act of 1934 (the "Exchange Act"). None of these transactions or any transactions in which the Corporation or any of its subsidiaries sold or purchased products and services to or from any of the Corporation's directors, or persons or entities affiliated with its directors, were material to the Corporation or any affiliated entities involved in the transactions. With respect to Mr. Henderson, the Board also considered the related party transaction reviewed and approved by the Audit Committee in accordance with the Corporation's Related Person Transactions Policy described below. In each case, the Board determined that these relationships did not affect any director's ability to exercise independent judgment in carrying out his or her responsibilities as a director.

Related Person Transactions Policy

The Board, through its Audit Committee, has adopted a written Related Person Transactions Policy to govethe review, approval, and ratification of any transaction, arrangement or relationship in which the Corporation or its subsidiaries are party, the amount involved exceeds $120,000, and in which any related persons have a direct or indirect material interest. "Related persons" means the Corporation's directors, nominees for director, executive officers, greater than five percent beneficial owners, members of their immediate family and any person (other than a tenant or employee) sharing their household.

Any related person proposing to enter into a potential related party transaction with the Corporation or its subsidiaries must notify the Corporate Secretary of the facts and circumstances of the proposed transaction. If the Corporate Secretary finds that the transaction would constitute a related party transaction, it must be reviewed and approved or ratified by the Audit Committee or the Audit Committee Chair. In considering related person transactions, the Audit Committee or the Audit Committee Chair will consider all relevant facts and circumstances and approve only those related person transactions that are in, or otherwise not inconsistent with, the best interests of the Corporation and its subsidiaries.

Kathleen Henderson, Mr. Henderson's daughter, has been employed by the Bank since 2005, currently serving as a Senior Vice President within the Wealth Management business of the Bank. In such role, Ms. Henderson earned compensation in excess of $120,000 in 2024, and received retirement, health and wellness benefits, all on comparable terms as those provided for other employees of the Bank. Pursuant to the Related Person Transactions Policy, our Audit Committee considers and approves Ms. Henderson's employment on an annual basis. Mr. Henderson recuses himself from consideration of such matters.

Based on information contained in Schedule 13G filings with the SEC, The Vanguard Group, Inc. ("Vanguard") previously reported on February 13, 2024 that it beneficially owned more than 5% of the outstanding shares of the Corporation's common stock. In the ordinary course of business during 2024, the Bank provided and is expected to continue to provide custody, asset servicing, and brokerage services to Vanguard and its related entities and funds involving amounts in excess of $120,000. These and other routine business transactions, including extensions of credit, were entered into on an arm's-lengthbasis and contain customary terms and conditions. The Corporation and its subsidiaries may also, in the ordinary course, invest in Vanguard funds or other products.

Executive Sessions

The independent directors of the Corporation met in executive sessions separate from management fourteen times during 2024. The Lead Director or, in his absence, another independent director designated by the Lead Director, presides at executive sessions of the independent directors. The standing committees and subcommittees of the Board also regularly held executive sessions during 2024. These sessions were led by the respective independent committee and subcommittee Chairs.

CORPORATE GOVERNANCE

Board Evaluations

The Board and each of its standing committees and subcommittees thoroughly evaluate their own effectiveness throughout the year. The evaluation is a multi-faceted process that includes discussions with our Lead Director, individual director input on Board and committee meeting agenda topics, executive sessions without management present, periodic input to our Chairman and CEO and other members of senior management on agenda topics and enhancements to Board and committee effectiveness, an annual formal self-evaluation overseen by the Corporate Governance Committee, and opportunities to provide candid reflection on the performance of other directors. A summary of the self-evaluation process is as follows.

As a result of this evaluation process, certain enhancements have been made in recent years to Board and committee composition and practices, as well as meeting materials, to further their effectiveness.

Board Leadership Structure

The current leadership structure of the Board consists of a combined Chairman and CEO position (currently Mr. O'Grady) and a separate Lead Director (currently Mr. Henderson) who is appointed annually by the Corporation's independent directors in accordance with the Corporation's Corporate Governance Guidelines. The Board has determined that combining the positions of Chairman and CEO is most appropriate for the Corporation at this time, as having one person serve as Chairman and CEO provides unified leadership and direction to the Corporation and strengthens the ability of the CEO to develop and implement strategic initiatives and respond effectively in crisis situations. The Board also believes that the desire for independent leadership of the Board is sufficiently achieved by the prominent role of the Lead Director.

The Lead Director's role with respect to the Corporation is a significant one, with primary responsibilities including the following:

CORPORATE GOVERNANCE

The Board believes that Mr. Henderson's vast business and leadership experience and his leadership roles on other public company boards of directors provide the appropriate expertise and business acumen that helps ensure strong and independent oversight and effective collaboration among the directors. Led by Mr. Henderson, the independent members of the Board met fourteen times during fiscal year 2024 in regularly scheduled executive sessions (without the presence of the Chairman and CEO) to discuss various matters related to oversight, Board affairs, and CEO performance. Using input collected from the independent members of our Board during each executive session, Mr. Henderson discusses the agenda and materials for future Board meetings with the Chairman and CEO and members of management. Mr. Henderson also frequently attended other Board subcommittee meetings of which he was not a member and was part of significant engagement and outreach efforts with all of the Corporation's stakeholders, including investors, regulators, clients, employees, and the community in which we operate.

Taking into account the prominence of the Lead Director role at the Corporation, the Board has determined that the Corporation's current Board leadership structure provides significant independent leadership of the Board and is most appropriate for the Corporation at this time. The Corporation has a strong independent Board, with all current directors except for Mr. O'Grady having been determined to be independent under NASDAQ listing standards and all standing committees of the Board except for the Executive Committee being composed solely of independent directors. The significant and meaningful responsibilities of the Corporation's independent directors, together with those of the Lead Director, also foster good governance practices and provide for substantial independent oversight of critical matters related to the Corporation.

Risk Oversight

General

The Board provides oversight of risk management directly as well as through its Audit, Business Risk (including, as described below, the Cybersecurity Risk Oversight Subcommittee), Capital Governance and Human Capital and Compensation Committees. The Board approves the Corporation's risk management framework and Corporate Risk Appetite Statement, which reflect the expectation that risk be consciously considered as part of the Corporation's strategic decisions and in its day-to-dayactivities. The Corporation actively monitors employees using programs, policies, and other tools that are designed to ensure that they work within established risk frameworks and limits. The Business Risk Committee assumes primary responsibility and oversight with respect to credit risk, market and liquidity risk, fiduciary risk, operational risk, compliance risk and strategic risk. The Audit Committee provides oversight with respect to financial reporting and legal risk, while the Human Capital and Compensation Committee oversees the development and operation of the incentive compensation program of the Corporation and its subsidiaries. The Human Capital and Compensation Committee annually reviews an assessment of the effectiveness of the design and performance of the incentive compensation arrangements and practices in providing incentives that are consistent with the safety and soundness of the Corporation and its subsidiaries. This assessment includes a third-party evaluation of whether these incentive compensation arrangements and practices discourage inappropriate risk-taking behavior by participants. Pursuant to its charter, the Human Capital and Compensation Committee is required to have at least one member who is a member of the Business Risk Committee and at least one member who is a member of the Audit Committee. Among other responsibilities, the Capital Governance Committee oversees the processes and activities of the Corporation and its subsidiaries related to resolution planning and capital management assessments, forecasting and stress testing, including the annual CCAR exercise, and challenges management, as appropriate, on various elements of such processes and activities. Accordingly, the Capital Governance Committee provides oversight with respect to the linkage of the Corporation's material risks to the capital management assessment and resolution planning processes. The charters for the Audit, Business Risk, Capital Governance and Human Capital and Compensation Committees provide that the committees may meet with the individuals who supervise day-to-dayrisk management responsibilities of the Corporation and other members of management, consultants or advisors, as each committee deems appropriate.

CORPORATE GOVERNANCE

Cybersecurity and Technology Risk Management Oversight

As a financial services company entrusted with the safeguarding of sensitive information, the Board believes that a strong cybersecurity and technology risk management program is crucial to the Corporation's success in an environment of increasing cybersecurity threats. Accordingly, the Board and the Business Risk Committee play meaningful roles with respect to the oversight of cyber and technology risk management at the Corporation. Specifically, in conjunction with its oversight of overall operational risk, the Business Risk Committee oversees management's actions to identify, assess, mitigate and remediate material issues related to cybersecurity and technology risk; annually reviews and approves the Corporation's cyber and technology risk management policy; and receives regular updates from management, including the CEO, Chief Information Officer, Chief Risk Officer, Head of Non-FinancialRisk, Head of Cyber and Technology Risk, and Chief Information Security Officer on the Corporation's cybersecurity and technology risk management practices and profile. The Business Risk Committee established the Cybersecurity Risk Oversight Subcommittee-which met seven times in 2024-to provide for an even deeper focus on, and governance framework around, cybersecurity risks inherent in the Corporation's business. The Board also plays a role with respect to the oversight of such risks, meeting periodically with management and third-party experts to discuss its role in crisis management, receive relevant industry updates, and review tabletop exercises designed to evaluate the Corporation's cybersecurity event management capabilities.

For a further description of the risk management policies and practices of the Corporation's Board and management, including those related to cybersecurity and technology risk management, see the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations-Risk Management" and "Cybersecurity," respectively, in the Corporation's Annual Report on Form 10-Kfor the year ended December 31, 2024.

Corporate Governance Guidelines

The Corporation has had Corporate Governance Guidelines in place since 2000. The Corporate Governance Committee reviews and reassesses the adequacy of the Corporate Governance Guidelines at least annually and recommends any changes to the Board for approval. The Corporation's Corporate Governance Guidelines embody many of the Corporation's long-standing practices and incorporate policies and procedures that strengthen its commitment to corporate governance best practices. A copy of the Corporate Governance Guidelines is available on the Corporation's website at www.northerntrust.com.

Code of Business Conduct and Ethics

The Board of the Corporation has adopted a Code of Business Conduct and Ethics to:

The Code of Business Conduct and Ethics satisfies applicable SEC and NASDAQ requirements and applies to all directors, officers (including the Corporation's principal executive officer, principal financial officer and principal accounting officer) and employees of the Corporation and its subsidiaries. The Corporation intends to disclose any amendments to, or waivers from, the Code of Business Conduct and Ethics for directors and executive officers by posting such information on its website. A copy of the Code of Business Conduct and Ethics is available on the Corporation's website at www.northerntrust.com.

Director Nominations and Qualifications and Proxy Access

The Corporate Governance Committee is responsible for considering, evaluating, and recommending candidates for director. The Committee will consider persons nominated by stockholders in accordance with the nomination procedures specified in the Corporation's By-lawsand described further under "Stockholder Proposals for 2026 Annual Meeting" on page 79. Stockholders also may recommend candidates for director by following the procedures for communicating with directors described below under "Communications with the Board and Independent Directors."

CORPORATE GOVERNANCE

In its evaluation of director candidates, including persons recommended by stockholders, the Corporate Governance Committee considers the factors specified in the Corporation's Corporate Governance Guidelines to ensure the Board has a diversity of perspectives and backgrounds, including the nature of the expertise and experience required for the performance of the duties of a director of a corporation engaged in the Corporation's business and such matters as relevant business and industry experience, professional background, age, current employment, community service and other board service. The Committee seeks to identify as candidates for director persons with a reputation for, and record of, integrity and good business judgment who: (i) have experience in positions with a high degree of responsibility and are leaders in the organizations with which they are affiliated; (ii) are free from conflicts of interest that could interfere with a director's duties to the Corporation and its stockholders; and (iii) are willing and able to make the necessary commitment of time and attention required for effective Board service. The Committee also takes into account a candidate's level of financial literacy, and monitors the mix of skills and experience of the directors in order to ensure the Board has the necessary collective expertise to perform its oversight function effectively. Following its evaluation process, the Committee recommends director nominees to the full Board, and the Board makes the final determination of director nominees based on its consideration of the Committee's recommendation.

The Corporation's By-lawsalso include a proxy access right, providing eligible stockholders the right to include, along with the candidates nominated by the Board, their own nominees for election to the Board in the Corporation's proxy materials. This proxy access right permits any stockholder, or group of up to 20 stockholders, who has maintained continuous qualifying ownership of 3% or more of the Corporation's outstanding common stock for at least the previous three years, and continues to own the required common stock through the date of the applicable annual meeting, to include in the Corporation's proxy materials such stockholder's own nominees for election to the Board constituting up to the greater of two individuals or 20% of the total number of directors, provided that such stockholder and its nominees satisfy the requirements specified in the Corporation's By-laws.

Stockholder Engagement

The Corporation recognizes the importance of engaging with stockholders and other key constituents on a regular basis. Open and constructive dialogue with stakeholders helps further their understanding of our strategies and performance, and allows us to receive direct feedback on the issues that are important to them. We share this feedback with our management team and Board to deepen their understanding of stockholder and other stakeholder perspectives.

Accordingly, it is the Corporation's long-standing practice to engage proactively and routinely with a wide range of stakeholders throughout the year, including stockholders, fixed income investors, credit rating agencies, sustainability rating firms, proxy advisory firms, and prospective investors. This practice continued in 2024, with our CEO, CFO, other members of senior management, and members of the Board engaging with stockholders representing approximately 50% of our outstanding shares. Topics discussed included business strategy and performance, corporate governance, executive compensation, and sustainability. Outreach efforts were accomplished through roadshows, individual meetings, and calls, and attendance at analyst and industry conferences. We value our stockholder engagement and intend to proactively seek and consider input on an ongoing basis.

CORPORATE GOVERNANCE

Human Capital Management

The success of our company relies heavily on the strength of the people we employ. Attracting, engaging, developing and retaining NortheTrust talent is critical. We invest in our employees holistically to continually build a strong pipeline of future leaders and enable internal professional advancement. The overview below outlines NortheTrust's human capital objectives-talent management and total rewards.

The Employee Experience

We elevate the employee experience from recruitment to retirement by investing in three core areas: professional development, rewarding performance, and strengthening workforce and operational resiliency. By fostering an environment where our employees thrive, we ensure that our workforce is fully engaged, motivated, celebrated, and equipped to drive our strategy.

To support this effort, we continue to invest in our Human Capital Management System to streamline manual processes and enable dynamic workforce analytics, helping managers make informed decisions and gain insights into their teams.

Our culture influences how we behave as an organization and unites us across businesses, geographies, and functions. Embedded in our culture are five behaviors to help us deliver on our strategic objectives: relentlessly client-centric, constantly managing risk, respectfully candid, intentionally inclusive, and always accountable.

CORPORATE GOVERNANCE

Professional Development

From internships to executive development, our goal is to help our employees excel in their current roles and acquire new skills for future growth. Through NortheTrust University, we deliver comprehensive professional and functional training programs designed to equip our employees at every stage of their careers. Our performance management practices promote high performance across the company and are aligned to our strategy from goal-setting to evaluation. We provide comprehensive manager training on performance differentiation and application to our performance ratings scale to foster transparent feedback and continuous improvement.

Rewarding Performance

We believe that recognizing and rewarding the contributions of our employees is critical to their continued success. We have a variety of awards and recognition programs tailored to different opportunities and achievements. Our in-personcelebrations, such as our Quarter Century Club, which honors our long-tenured employees, and the Chairman's Awards, which recognize outstanding individual and team achievements, reinforce performance and appreciation.

We ensure our employees are compensated fairly by aligning their total compensation with market competitive pay for their roles, experience, and performance. Our total compensation includes base salaries, performance-linked incentive compensation, and comprehensive benefits designed to meet the needs of our employees and their families.

Workforce & Operational Resiliency

Our operating model is designed to reinforce the strength of our control framework, foster enterprise change management, provide robust governance and oversight, accelerate scalable growth, and leverage and develop our talent. To align with our strategy and position the Corporation for future success, new leaders are appointed from our internal talent pool as well as recruited externally to bring in new skills and expertise.

Planning for leadership resiliency is a core component of our talent strategy. We identify and develop leaders with the necessary skills to execute business strategies and have documented succession plans for leadership resiliency roles.

Our well-being programs support employees and help maintain an inclusive and resilient environment. Through these programs, we enhance employee engagement, reduce workforce risks, and build an adaptive, high-performing culture.

In 2024, over 88% of our employees participated in the annual Employee Engagement Survey which is a crucial tool for understanding and meeting the needs of our employees and driving engagement and retention. The survey results are reviewed by the Board and discussed in leadership meetings, reflecting our dedication to continuous improvement.

Embedded in our engagement survey is an inclusion index which is a gauge to understand our employees' sense of belonging and their ability to contribute to the success of the firm. We are committed to fostering an inclusive workplace that aligns with the Corporation's mission, values, goals, business practices, and all applicable laws.

Sustainability

NortheTrust incorporates fundamental sustainability considerations into how we operate as a corporation, as a financial steward for our clients, and as a participant in broader society. This represents a natural extension of our principles-based legacy of client-centricity, deep expertise, and commitment to integrity.

We are committed to transparent disclosure of our sustainability practices. Since 2010, we have published an annual sustainability report using the Global Reporting Initiative ("GRI") standards. In addition, for more than a decade, we have published an annual greenhouse gas emissions statement. In 2024 we incorporated the European Union Non-FinancialReporting Directive disclosures into our reporting and completed our first double materiality assessment. In addition to the Chief Sustainability Officer, and Chief Climate and Sustainability Risk Officer, we've added a Sustainability Controller to ensure effective oversight over certain of our sustainability-related disclosures.

CORPORATE GOVERNANCE

Sustainability Governance Structure

Our Head of Corporate Sustainability, Inclusion and Social Impact, who reports directly to our Chairman and CEO, is responsible for the design and implementation of our enterprise sustainability strategy and also chairs the Enterprise Sustainability Committee, a group of senior employees who enable the implementation and execution of NortheTrust's sustainability strategy as it relates to the most material topics for the organization's long-term value.

Sustainability Achievements

Advancing Sustainability

In 2021, we announced our commitment to achieve net-zerocarbon emissions for our business operations by 2050, which means we are focused on permanently reducing greenhouse gas emissions directly linked to our operations to as close to zero as possible and neutralizing any unabated emissions, as we continue to evaluate and reduce our impact on the environment while on the journey to net-zero.Other actions demonstrating our commitment to advancing sustainability include:

Championing Social Impact

NortheTrust has a long-standing history of community investment and engagement through strategic investments, philanthropic contributions and volunteer service. In 2024, we provided nearly $84 million in philanthropic support to community-based organizations around the world. In addition to our charitable giving, we are also champions of social impact investing. In 2024, we committed nearly $240 million in community development investments to support affordable housing, education and social services, job creation and wealth creation. The Bank received an "outstanding" CRA rating from the Federal Reserve Board of Chicago in its most recent examination which evaluates banks on their commitment to make capital available for low-to moderate-income neighborhoods, families, and individuals. Our long track record of "outstanding" CRA ratings has allowed us to build and maintain strong private-public partnerships with communities and clients throughout the U.S. Combined with our philanthropic and volunteer efforts, we continue to be deeply committed to inclusive social and economic development for all.

ITEM 2-ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, and the rules and regulations promulgated thereunder by the SEC, the Corporation is required to include in this Proxy Statement a separate resolution, subject to an advisory vote, to approve the compensation of our named executive officers as disclosed in this Proxy Statement (commonly referred to as a "Say-on-Pay"advisory vote). In a nonbinding, advisory vote on the frequency of Say-on-Payvotes held at our 2024 Annual Meeting of Stockholders, stockholders voted in favor of conducting Say-on-Payvotes annually. In light of this result, and other factors considered by the Board, the Corporation will continue to hold Say-on-Payvotes on an annual basis. Accordingly, the Board is requesting that stockholders vote FOR approval of the following resolution:

"Resolved, that the compensation paid to the Corporation's named executive officers, as disclosed in its Proxy Statement dated March 12, 2025, pursuant to Item 402 of Regulation S-Kof the Exchange Act, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED."

As an advisory vote, this proposal is not binding on the Corporation. Although the vote is nonbinding, the Board and the Human Capital and Compensation Committee value the opinions of our stockholders and, consistent with past practice, will consider the outcome of the vote when determining compensation policies and making future compensation decisions for our named executive officers.

The Corporation's executive compensation program and the framework used in evaluating and making 2024 compensation decisions for our named executive officers are described in the Compensation Discussion and Analysis that begins on page 31 of this Proxy Statement.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our Named Executive Officers

This Compensation Discussion and Analysis describes how we compensate our executives, including our 2024 named executive officers, which include:

Changesto Our IncentiveCompensationStructure

The Human Capital and Compensation Committee worked with management and its independent consultant to conduct a thorough review of our executive compensation programs and enhance the structure of our incentive compensation program in 2024. Following this review, the Committee approved a new structure designed to ensure our executive incentive compensation program:

Our new structure adopts balanced scorecards, a widely recognized industry approach, tailored to align with NortheTrust's strategic objectives. This method evaluates and rewards the performance of senior leaders by balancing financial performance, and strategic achievement, inclusive of strengthening resiliency and managing risk, ensuring that senior management operates in alignment with company objectives and stakeholder expectations, with clear evidence of outcomes. By implementing a transparent and measurable balanced scorecard and role-specific target incentives, NortheTrust promotes sustainable results while incorporating risk management and enhancing stockholder value. Incentives continue to be delivered through a combination of long-term equity awards and cash incentives. For the performance year 2024, the balanced scorecard and role-specific target incentive were adopted for the Chairman and CEO, with a commitment to extend this approach to all other named executive officers for the 2025 performance year.

COMPENSATION DISCUSSION AND ANALYSIS

In determining compensation for our named executive officers, the Human Capital and Compensation Committee (and, in the case of the Chairman and CEO, the full Board), takes into account both the overall performance of the Corporation, as well as individual performance.

COMPENSATION DISCUSSION AND ANALYSIS

Corporate Performance Summary

2024 Financial Metric Highlights

Key highlights with respect to our financial performance(1):

We achieved these financial results while continuing to maintain strong capital ratios, with all ratios exceeding those required for classification as "well capitalized" under federal bank regulatory capital requirements.

(1) 2024 included a net realized pretax gain of $879.9 million related to our participation in an exchange offer related to shares of a class of Visa, Inc. common stock, among certain other notable items. For additional detail regarding the Corporation's financial performance, please see the Corporation's Annual Report on Form 10-K for each year presented and the consolidated financial statements included therein.

COMPENSATION DISCUSSION AND ANALYSIS

2024 Strategic Achievement Highlights

Optimize Growth

Drive Productivity

Strengthen Resiliency and Manage Risk

Named Executive Officer Individual Performance Considerations

In determining the incentive compensation for our named executive officers for 2024, the Human Capital and Compensation Committee evaluated, among other considerations, each named executive officer's individual performance, consisting of:

Individual named executive officer performance is reviewed in the section titled "2024 Compensation Design and Decisions-2024 Individual Performance Considerations" beginning on page 43.

COMPENSATION DISCUSSION AND ANALYSIS

2024 Compensation Outcomes

In 2024, the Board, in consultation with an independent consultant, approved a target incentive for Mr. O'Grady in his role as Chairman and CEO. This target reflects NortheTrust's size, complexity, business model, and the potential impact Mr. O'Grady can have on the organization. Following a review of peer CEO pay levels, the Board established Mr. O'Grady's target total incentive for 2024 at $10.5 million, with a cap on the incentive set at 150% of the target. As previously noted, other named executive officers will move to an incentive target structure for performance year 2025.

As detailed in this Compensation Discussion and Analysis, in determining Mr. O'Grady's pay outcome for performance year 2024 in January 2025, the Board recognized the significant progress made by the Corporation in terms of financial, strategic, and risk objectives but acknowledged need for further progress. Based on this evaluation, the Committee concluded that corporate performance was at 88% of target. Mr. O'Grady's individual performance was assessed at 95% of target, reflecting strong leadership in driving progress despite overall results falling short of expectations. Under the new CEO incentive framework, which allocates 80% to corporate performance and 20% to individual performance, Mr. O'Grady's calculated performance outcome was 89% of target.

Based on the previously set incentive compensation target, 89% performance outcome would have resulted in a total incentive of $9.345 million, or total direct compensation of $10.345 million, for Mr. O'Grady. However, Mr. O'Grady requested that his total compensation for the 2024 performance year be reduced to better align with the year-over-year experience of NortheTrust's employees. The Committee considered this request and decided to award Mr. O'Grady incentive compensation of $8.2 million, resulting in total direct compensation of $9.2 million, equal to his 2023 compensation. This one-time action was taken with the Board's strong confidence in Mr. O'Grady's leadership and commitment to the principles of service, expertise, and integrity.

The Committee also determined the 2024 compensation outcomes for other named executive officers in January 2025 based on their corporate and individual performance assessments, as outlined in the table below. This table provides a comprehensive summary of each named executive officer's total direct compensation for the 2024 and 2023 performance years with the exception of Mr. Fox, who did not serve as a named executive officer in 2023. As noted in the "Key Developments - Leadership Changes" section earlier in this Proxy Statement, several named executive officers (Messrs. Fox, Tyler, Cherecwich and Fradkin) transitioned to new roles effective October 1, 2024. Compensation decisions for 2024 were primarily driven by their respective performance in the position they held for the first three quarters of the year, with consideration given (though to a proportionally lesser degree) for contributions in the role they held in the fourth quarter.

COMPENSATION DISCUSSION AND ANALYSIS

It should be noted that the table below is not intended to be a substitute for the Summary Compensation Table on page 57, as certain amounts in the table below are different than the amounts in the Summary Compensation Table. The most significant difference is that this table reflects long-term incentive awards granted in February 2025 and February 2024 for the 2024 and 2023 performance years, respectively, while the Summary Compensation Table provides the value of the equity awards for the year in which they were granted. This perspective may be useful in reviewing key incentive compensation decisions, as this is how the Committee considers performance and pay, with incentive compensation generally reflective of prior year's performance.

(1) Represents the applicable named executive officer's salary, as determined in February 2024 and 2023, respectively, except Mr. Gamba in 2023. Mr. Gamba's annualized 2023 salary was established in connection with him joining NortheTrust effective April 3, 2023.

(2) Represents the total cash and equity incentive awards received by the applicable named executive officer in early 2025 for the 2024 performance year and in early 2024 for the 2023 performance year, respectively.

Consistent with our pay for performance philosophy, the pay mix for our CEO and each of our other named executive officers heavily emphasizes incentive compensation. Our long-term incentive mix further emphasizes performance-based pay, with 65% of the long-term incentives being awarded in performance stock units earned based on performance over a three-year period, and 35% being awarded in restricted stock units which vest ratably over a four-year period.

The following shows the overall pay mix for the CEO and other named executive officers, with relevant long-term splits applied:

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Governance Practices

We have implemented the compensation practices summarized below to ensure that our compensation program is effective in addressing stockholder objectives.

2024 Advisory Vote on Executive Compensation

Our 2023 named executive officer compensation was approved on an advisory basis by our stockholders at our 2024 Annual Meeting of Stockholders. Approximately 95% of the votes present and entitled to vote at the meeting, including abstentions, supported approval of 2023 named executive officer compensation. Although such advisory votes are nonbinding, the Board reviews and thoughtfully considers the voting results when determining compensation policies and making future compensation decisions for named executive officers. Additionally, as mentioned under "Stockholder Engagement" beginning on page 25 of this Proxy Statement, it is our practice to engage proactively and routinely with stockholders throughout the year to help further their understanding of our performance and strategies and to allow us to receive direct feedback on issues relating to the Corporation.

COMPENSATION DISCUSSION AND ANALYSIS

The decisions made by the Board and the Human Capital and Compensation Committee with respect to compensation for 2024 reflect the Board and the Committee's belief, based on the results of the advisory votes on named executive officer compensation in recent years and our ongoing dialogue with stockholders, that our stockholders generally support our overall executive compensation program.

Looking to the future, the Board is committed to maintaining an ongoing dialogue with our stockholders to ensure we remain fully aware of stockholder expectations on our named executive officer compensation and other issues of importance to stockholders.

Guiding Principles for Executive Compensation

Our compensation philosophy enables us to attract, reward and retain talent at all levels who will contribute to our long-term success. With the goals of strong long-term financial performance and creating long-term stockholder value, our executive compensation program and compensation decisions are framed by the four guiding principles described below.

COMPENSATION DISCUSSION AND ANALYSIS

Risk Management

A key objective of our compensation program is to ensure that the incentive compensation design does not encourage inappropriate risk-taking. We have considered our incentive compensation program in light of the guidance provided by the Board of Governors of the Federal Reserve System with respect to sound incentive compensation policies at financial institutions. We believe our compensation arrangements are consistent with our safety and soundness and appropriately aligned with our overall risk profile.

Our compensation framework supports effective risk management in multiple ways. The Human Capital and Compensation Committee considers corporate and individual risk management performance in determining incentive compensation grants. Further, at least 70% of incentive compensation awarded to named executive officers is delivered in deferred long-term incentive equity awards, with 65% of those long-term incentives provided in performance stock units. Performance stock units, which contain meaningful performance targets for named executive officers and are payable in shares if those targets are attained, discourage inappropriate risk-taking behavior because they can only be earned by attaining long-term performance goals and because the value of the award is less susceptible than stock options to short- term fluctuations in share value. All long-term incentive awards vest over a multi-year period and have an inherent risk adjustment factor based on changes in the value of our common stock. Both short-term and long-term incentive compensation arrangements for named executive officers are subject to certain forfeiture and recoupment provisions. Further information with respect to these forfeiture and recoupment provisions for our named executive officers can be found under "Other Compensation Practices-Forfeiture and Recoupment."

The Human Capital and Compensation Committee annually reviews an assessment of the effectiveness of the design and performance of our incentive compensation arrangements and practices in providing risk-taking incentives that are consistent with the safety and soundness of the Corporation and its subsidiaries. This assessment includes a third-party evaluation of whether our incentive compensation arrangements and practices discourage inappropriate risk-taking behavior by participants. In connection with the Committee's assessment, an annual incentive compensation risk performance review overseen by the Chief Risk Officer and, discussing such officer's observations and assessments of risk performance for the Corporation and each of its significant businesses, is also presented to the Committee. The Committee will continue to monitor and, if necessary, revise our incentive compensation program to ensure that it continues to balance appropriately the objectives of stockholders, the needs of the business and risk concerns.

Pursuant to its charter, the Human Capital and Compensation Committee is required to have at least one member who is a member of the Business Risk Committee and at least one member who is a member of the Audit Committee. This overlap in composition is intended to ensure that compensation decisions reflect the input of the Audit and Business Risk Committees.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Program Elements

The table below provides a brief description of the elements of our 2024 compensation program and how each element helps address our guiding principles for executive compensation.

Additional information with respect to each of the principal elements of our compensation program can be found beginning on page 42.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Determination Process

Role of the Board of Directors

The full Board sets the compensation of our Chairman and CEO. In determining the appropriate level of compensation for the Chairman and CEO, the Board gives substantial weight to the recommendation of the Human Capital and Compensation Committee, but retains ultimate oversight and responsibility for such compensation decisions.

Role of the Human Capital and Compensation Committee

Throughout the year, the Human Capital and Compensation Committee evaluates the effectiveness of the executive compensation program and discusses the performance of the Corporation and executives.

In January of each year, the Human Capital and Compensation Committee discusses and determines the appropriate level of compensation for each executive officer for the most recently completed performance year. The Committee determines the amount of individual compensation to be awarded to our executive officers by evaluating overall corporate performance, as well as individual executive officer performance and market compensation levels and expected trends. In doing so, the Committee focuses on each executive officer's total direct compensation, taking into account all elements of our executive compensation program holistically rather than each compensation element individually.

For the Chairman and CEO, the Board and the Human Capital and Compensation Committee's evaluation of overall corporate performance is based on a review of financial metrics and execution against its One NortheTrust strategy. The three pillars underpinning this strategy are: Optimize Growth, Strengthen Resiliency and Manage Risk, and Drive Productivity. The Committee's review of financial performance focuses on comparisons of key financial indicators relative to prior year and budget performance, as well as relative to peers and relevant indices. The Committee's review of execution against the Corporation's strategy focus on a review of certain key performance indicators and performance against established objectives.

For all other Named Executive Officers, the Human Capital and Compensation Committee's evaluation of individual executive officer performance is based on a review of financial, business and risk management performance, and based on each executive officer's role and responsibilities. The Committee also evaluates each individual's leadership- and talent-related performance. In evaluating performance, the Committee may consider additional factors-including individual performance in nonfinancial areas that are important to long-term growth and the enhancement of stockholder value-and does not assign a specific weight to any individual factor. This flexibility allows the Committee to make incentive compensation decisions that reflect, among other things, our business model and strategy, prevailing market trends, evolution in the financial and regulatory environment, and risk management objectives.

Role of the Chairman and CEO

The Chairman and CEO presents the Human Capital and Compensation Committee with recommendations on the total compensation for each of our other executive officers. These recommendations reflect considerations with respect to overall company performance, as well as performance against the past year's individual performance expectations, including with regard to business risks and individual adherence to risk and compliance policies and procedures. The Committee gives substantial weight to the recommendations of the Chairman and CEO, but retains the ultimate oversight and responsibility to set compensation for all executive officers, except for the Chairman and CEO, whose compensation is set by the Board with consideration given to the recommendations of the Committee.

Role of Human Resources

The Human Resources function provides materials to assist the Human Capital and Compensation Committee in making executive compensation decisions, including current and historical compensation data for executive officers. Our Chief Administrative Officer, who serves as our Chief Human Resources Officer in addition to other duties, attends and participates in all Committee meetings. The Human Resources function also assists the Chairman and CEO in formulating his compensation recommendations for all other executive officers.

COMPENSATION DISCUSSION AND ANALYSIS

Role of the Human Capital and Compensation Committee's Independent Compensation Consultant

The Human Capital and Compensation Committee has retained Meridian Compensation Partners, LLC ("Meridian"), a nationally recognized executive compensation consulting firm, as its independent compensation consultant. The Committee confers with its independent compensation consultant to ensure that decisions and actions are consistent with stockholders' long-term interests and compensation-related best practices within the financial services industry. The Committee also references market data provided by its independent compensation consultant when considering compensation for executive officers. At least one representative of the Committee's independent compensation consultant attended all meetings of the Committee during 2024.

The Committee's independent compensation consultant provides insights into compensation trends and market practices, presents views on the compensation proposed by the Committee and participates in Committee meeting discussions and executive sessions. The Corporation does not engage the Committee's independent compensation consultant for additional services outside of providing executive compensation consulting to the Committee. The Committee conducted assessments of potential conflicts of interest and independence issues with respect to Meridian pursuant to applicable SEC rules and NASDAQ listing standards and no such conflicts or issues were identified.

Use of Compensation Peer Group and Market Data

To help to inform its decision-making, the Human Capital and Compensation Committee reviews peer group data regarding competitive pay levels and overall compensation program design in the marketplace. The peer group utilized by the Committee for setting compensation has historically consisted of the Corporation's two most comparable trust and custody peers-The Bank of New York Mellon Corporation and State Street Corporation-as well as certain other banking, wealth management and asset management firms similar to the Corporation in certain respects, but not necessarily representing primary business competitors. The peer group utilized by the Committee in considering overall compensation plan design consists of a broader set of financial services firms with which the Corporation competes for business and talent. The Committee believes that the peer group best reflects our business mix, complexity and geographical footprint, as well as the various regulatory frameworks to which we are subject.

The peer group reflected below was used to assess competitive compensation when developing base salary decisions and determining the size of short-term annual cash incentive awards and long-term incentive grants made in 2024 and 2025 based on the 2023 and 2024 performance years, respectively.

When making compensation decisions, the Human Capital and Compensation Committee considers how the recommended compensation levels will compare to the market for comparable positions among the peer group companies. The Committee also considers market data for comparable positions among other large financial services firms (i.e. the S&P 500 Financials Subset) as reported in industry surveys and public filings. However, the Committee recognizes that the compensation levels may vary based on our performance or specific individual circumstances, including the executive's tenure in the role, the nature of the responsibilities of the executive, and the executive's individual performance.

2024 Compensation Design and Decisions

Base Salary

The Human Capital and Compensation Committee believes that base salaries should provide a fixed level of annual income consistent with an executive officer's position and responsibilities, competitive pay practices and internal equity among executive officers.

The Committee considers the following factors when determining base salaries:

COMPENSATION DISCUSSION AND ANALYSIS

No actions were taken in 2024 to increase the base salary of any of the named executive officers.

Incentive Compensation

The Human Capital and Compensation Committee takes a comprehensive incentive approach for individual compensation decisions, providing maximum financial flexibility to adjust all elements of variable compensation. Given that our total incentive is 'at risk' each year, the Committee views all incentive compensation vehicles as performance-based. After determining each named executive officer's total incentive compensation, the Committee evaluates the appropriate mix of incentive compensation vehicles, including annual cash incentives, performance stock units, and restricted stock units. For the 2024 performance year, the formulaic mix of incentive compensation components for our named executive officers is significantly weighted toward long-term compensation:

2024 Individual Performance Considerations

Further detail with respect to individual performance considerations for each named executive officer receiving incentive compensation for the 2024 performance year is set forth on the following pages.

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS