MORNINGSTAR, INC., DEF 14A filed on 3/28/2024
Proxy Statement (definitive)
v3.24.1
Cover
 12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Morningstar, Inc.
Entity Central Index Key 0001289419
v3.24.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
 
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)
  
2023
   
$
7,277,421
 
   
$
13,444,168
 
  
$
1,196,438
 
   
$
1,966,551
 
   
$
194
 
   
$
164
 
   
 
141.1
 
   
$
2,032.3
 
2022
   
 
6,308,977
 
   
 
(3,290,220
) 
  
 
1,627,767
 
   
 
107,229
 
   
 
146
 
   
 
122
 
   
 
70.5
 
   
 
1,883.1
 
2021
   
 
5,597,592
 
   
 
17,578,908
 
  
 
1,198,656
 
   
 
2,507,107
 
   
 
229
 
   
 
154
 
   
 
193.3
 
   
 
1,684.5
 
2020
   
 
7,579,731
 
   
 
17,071,970
 
  
 
1,062,357
 
   
 
2,014,443
 
   
 
155
 
   
 
129
 
   
 
223.6
 
   
 
1,348.7
 
(1) Kunal Kapoor served as the Company’s principal executive (PEO) and each of Jason Dubinsky, Bevin Desmond, Danny Dunn, and Joe Mansueto were the Company’s other NEOs for 2020, 2021, 2022 and 2023. Bevin Desmond resigned from her position with the Company effective January 31, 2023.
(2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Kunal and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs for the applicable year other than the PEO for such years.
(3) Amounts reported in this column represent the compensation actually paid to Kunal as the PEO in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
 
    
Principal Executive Officer
  
     
2023
    
2022
    
2021
     
2020
  
Summary Compensation Table — Total Compensation
(a)
   
 $
7,277,421
 
  
 $
6,308,977
 
  
$
5,597,592
 
   
 $
7,579,731
 
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year
(b)
   
 $
5,199,571
 
  
 $
4,499,252
 
  
$
2,999,437
 
   
 $
6,003,467
 
+ Fair Value at Fiscal
Year-End
of Outstanding and Unvested Stock Awards Granted in Fiscal Year
(c)
   
 $
8,503,605
 
  
 $
4,075,140
 
  
$
5,103,683
 
   
 $
10,296,721
 
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years
(d)
   
 $
3,862,264
 
  
 $
(6,814,902
) 
  
$
8,792,335
 
   
 $
5,441,145
 
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
(e)
   
 $
0
 
  
 
0
 
  
$
0
 
   
 $
0
 
+ 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)
   
 $
(999,550
)  
  
 $
(2,360,183
) 
  
$
1,084,735
 
   
 $
(242,159
) 
- 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)
   
 $
0
 
  
 $
0
 
  
$
0
 
   
 $
0
 
= Compensation Actually Paid
   
 $
13,444,168
 
  
($
3,290,220
) 
  
$
17,578,908
 
   
 $
17,071,970
 
(a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.
(b) Represents the aggregate grant date fair value of the stock awards granted to Kunal during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(c) Represents the aggregate fair value as of the indicated fiscal
year-end
of Kunal’s outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by Kunal as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(e) Represents the aggregate fair value at vesting of the stock awards that were granted to Kunal and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(f) Represents the aggregate change in fair value, measured from the prior fiscal
year-end
to the vesting date, of each stock award held by Kunal that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
 
(g) Represents the aggregate fair value as of the last day of the prior fiscal year of Kunal’s stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(4) Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Kunal in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:
 
    
Other Named Executive Officers Average
(a)
  
     
2023
     
2022
    
2021
     
2020
  
Summary Compensation Table — Total Compensation
(b)
   
$
1,196,438
 
   
$
1,627,767
 
  
$
1,198,656
 
   
$
1,062,357
 
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year
(c)
   
$
699,784
 
   
$
988,326
 
  
$
474,831
 
   
$
437,402
 
+ Fair Value at Fiscal
Year-End
of Outstanding and Unvested Stock Awards Granted in Fiscal Year
(d)
   
$
1,144,505
 
   
$
571,157
 
  
$
790,207
 
   
$
788,350
 
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years
(e)
   
$
448,367
 
   
$
 (780,841
) 
  
$
871,533
 
   
$
539,157
 
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
(f)
   
$
0
 
   
$
0
 
  
$
0
 
   
$
0
 
+ 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)
   
$
(122,976)
 
   
$
 (322,528
) 
  
$
121,543
 
   
$
61,981
 
- 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)
   
$
0
 
   
$
0
 
  
$
0
 
   
$
0
 
= Compensation Actually Paid
   
$
1,966,551
 
   
$
107,229
 
  
$
2,507,107
 
   
$
2,014,443
 
(a) Please see footnote 1 for the NEOs included in the average for each indicated fiscal year.
(b) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year.
(c) Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(d) Represents the average aggregate fair value as of the indicated fiscal
year-end
of the reported NEOs’ outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(e) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported NEOs as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(f) Represents the average aggregate fair value at vesting of the stock awards that were granted to the reported NEOs and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(g) Represents the average aggregate change in fair value, measured from the prior fiscal
year-end
to the vesting date, of each stock award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(h) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.
(6) The peer group TSR is based on the market cap weighted TSR performance of the respective compensation peer group disclosed in the Compensation Discussion and Analysis in 2023. In 2023, Broadridge Financial Solutions, Inc. was added to the peer group. TSR for 2023 does not include Focus Financial Partners Inc. as they were not publicly traded as of December 31, 2023. The changes to the peer group in 2023 do not change the TSR values for prior years.
(7) As disclosed in the Compensation Discussion and Analysis, Adjusted Revenue is a
non-GAAP
financial measure and is adjusted to exclude the impact of certain items, such as foreign currency fluctuations.
     
Company Selected Measure Name Adjusted Revenue      
Named Executive Officers, Footnote
(1) Kunal Kapoor served as the Company’s principal executive (PEO) and each of Jason Dubinsky, Bevin Desmond, Danny Dunn, and Joe Mansueto were the Company’s other NEOs for 2020, 2021, 2022 and 2023. Bevin Desmond resigned from her position with the Company effective January 31, 2023.
     
Peer Group Issuers, Footnote
(6) The peer group TSR is based on the market cap weighted TSR performance of the respective compensation peer group disclosed in the Compensation Discussion and Analysis in 2023. In 2023, Broadridge Financial Solutions, Inc. was added to the peer group. TSR for 2023 does not include Focus Financial Partners Inc. as they were not publicly traded as of December 31, 2023. The changes to the peer group in 2023 do not change the TSR values for prior years.
     
PEO Total Compensation Amount $ 7,277,421 $ 6,308,977 $ 5,597,592 $ 7,579,731
PEO Actually Paid Compensation Amount $ 13,444,168 (3,290,220) 17,578,908 17,071,970
Adjustment To PEO Compensation, Footnote
(3) Amounts reported in this column represent the compensation actually paid to Kunal as the PEO in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
 
    
Principal Executive Officer
  
     
2023
    
2022
    
2021
     
2020
  
Summary Compensation Table — Total Compensation
(a)
   
 $
7,277,421
 
  
 $
6,308,977
 
  
$
5,597,592
 
   
 $
7,579,731
 
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year
(b)
   
 $
5,199,571
 
  
 $
4,499,252
 
  
$
2,999,437
 
   
 $
6,003,467
 
+ Fair Value at Fiscal
Year-End
of Outstanding and Unvested Stock Awards Granted in Fiscal Year
(c)
   
 $
8,503,605
 
  
 $
4,075,140
 
  
$
5,103,683
 
   
 $
10,296,721
 
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years
(d)
   
 $
3,862,264
 
  
 $
(6,814,902
) 
  
$
8,792,335
 
   
 $
5,441,145
 
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
(e)
   
 $
0
 
  
 
0
 
  
$
0
 
   
 $
0
 
+ 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)
   
 $
(999,550
)  
  
 $
(2,360,183
) 
  
$
1,084,735
 
   
 $
(242,159
) 
- 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)
   
 $
0
 
  
 $
0
 
  
$
0
 
   
 $
0
 
= Compensation Actually Paid
   
 $
13,444,168
 
  
($
3,290,220
) 
  
$
17,578,908
 
   
 $
17,071,970
 
(a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.
(b) Represents the aggregate grant date fair value of the stock awards granted to Kunal during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(c) Represents the aggregate fair value as of the indicated fiscal
year-end
of Kunal’s outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by Kunal as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(e) Represents the aggregate fair value at vesting of the stock awards that were granted to Kunal and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(f) Represents the aggregate change in fair value, measured from the prior fiscal
year-end
to the vesting date, of each stock award held by Kunal that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
 
(g) Represents the aggregate fair value as of the last day of the prior fiscal year of Kunal’s stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
     
Non-PEO NEO Average Total Compensation Amount $ 1,196,438 1,627,767 1,198,656 1,062,357
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,966,551 107,229 2,507,107 2,014,443
Adjustment to Non-PEO NEO Compensation Footnote
(4) Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Kunal in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:
 
    
Other Named Executive Officers Average
(a)
  
     
2023
     
2022
    
2021
     
2020
  
Summary Compensation Table — Total Compensation
(b)
   
$
1,196,438
 
   
$
1,627,767
 
  
$
1,198,656
 
   
$
1,062,357
 
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year
(c)
   
$
699,784
 
   
$
988,326
 
  
$
474,831
 
   
$
437,402
 
+ Fair Value at Fiscal
Year-End
of Outstanding and Unvested Stock Awards Granted in Fiscal Year
(d)
   
$
1,144,505
 
   
$
571,157
 
  
$
790,207
 
   
$
788,350
 
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years
(e)
   
$
448,367
 
   
$
 (780,841
) 
  
$
871,533
 
   
$
539,157
 
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
(f)
   
$
0
 
   
$
0
 
  
$
0
 
   
$
0
 
+ 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)
   
$
(122,976)
 
   
$
 (322,528
) 
  
$
121,543
 
   
$
61,981
 
- 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)
   
$
0
 
   
$
0
 
  
$
0
 
   
$
0
 
= Compensation Actually Paid
   
$
1,966,551
 
   
$
107,229
 
  
$
2,507,107
 
   
$
2,014,443
 
(a) Please see footnote 1 for the NEOs included in the average for each indicated fiscal year.
(b) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year.
(c) Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(d) Represents the average aggregate fair value as of the indicated fiscal
year-end
of the reported NEOs’ outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(e) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported NEOs as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(f) Represents the average aggregate fair value at vesting of the stock awards that were granted to the reported NEOs and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(g) Represents the average aggregate change in fair value, measured from the prior fiscal
year-end
to the vesting date, of each stock award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(h) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
     
Compensation Actually Paid vs. Total Shareholder Return
LOGO
     
Compensation Actually Paid vs. Net Income
LOGO
     
Compensation Actually Paid vs. Company Selected Measure
LOGO
     
Total Shareholder Return Vs Peer Group
LOGO
     
Tabular List, Table
}
  
Adjusted Revenue
}
  
Adjusted EBITDA
}
  
Total Shareholder Return
     
Total Shareholder Return Amount $ 194 146 229 155
Peer Group Total Shareholder Return Amount 164 122 154 129
Net Income (Loss) $ 141,100,000 $ 70,500,000 $ 193,300,000 $ 223,600,000
Company Selected Measure Amount 2,032,300,000 1,883,100,000 1,684,500,000 1,348,700,000
PEO Name Kunal Kapoor      
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted Revenue      
Non-GAAP Measure Description
(7) As disclosed in the Compensation Discussion and Analysis, Adjusted Revenue is a
non-GAAP
financial measure and is adjusted to exclude the impact of certain items, such as foreign currency fluctuations.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Measure:: 3        
Pay vs Performance Disclosure        
Name Total Shareholder Return      
PEO | Grant Date Fair Value of Stock Awards Granted in Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 5,199,571 $ 4,499,252 $ 2,999,437 $ 6,003,467
PEO | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 8,503,605 4,075,140 5,103,683 10,296,721
PEO | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,862,264 (6,814,902) 8,792,335 5,441,145
PEO | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | 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 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (999,550) (2,360,183) 1,084,735 (242,159)
PEO | 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 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Grant Date Fair Value of Stock Awards Granted in Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 699,784 988,326 474,831 437,402
Non-PEO NEO | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,144,505 571,157 790,207 788,350
Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 448,367 (780,841) 871,533 539,157
Non-PEO NEO | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | 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 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (122,976) (322,528) 121,543 61,981
Non-PEO NEO | 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 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0