DEF 14A of Moodys Corp /De/, Mar 5, 2025

DEF 14A of Moodys Corp /De/

Filed Mar 5, 2025 · FY20240001059556-25-000072

Open on EDGAR

  1. TABLE OF CONTENTS

    | NON-QUALIFIED DEFERRED COMPENSATION TABLE | 69 | | MOODY’S CORPORATION DEFERRED COMPENSATION PLAN | 69 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 70 | | MOODY’S CORPORATION CAREER TRANSITION PLAN | 70 | | MOODY’S CORPORATION CHANGE IN CONTROL SEVERANCE PLAN | 71 | | OTHER POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT | 72 | | EQUITY AWARD GRANT PRACTICES | 75 | | CEO PAY RATIO | 76 | | PAY VERSUS PERFORMANCE | 77 | | ITEM 4 - STOCKHOLDER PROPOSAL | 81 | | INFORMATION ABOUT THE ANNUAL MEETING, PROXY VOTING AND OTHER INFORMATION | 84 | | OTHER BUSINESS | 87 | | FORWARD-LOOKING STATEMENTS | 87 | | STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 87 |

  2. DIRECTOR NOMINEE HIGHLIGHTS

    DIRECTOR NOMINEE HIGHLIGHTS The Company strives to maintain a Board that possesses a combination of skills, professional experience, and an array of backgrounds and a range of tenures necessary to effectively oversee the Company’s business. As part of the search process for each new director, the Governance & Nominating Committee strives to have a varied slate of candidates and encourages any search firm the Committee engages to do so as well, from which the Committee selects the most appropriate candidate taking into account consideration of the qualifications and skills addressed below under "Item 1 - Election of Directors; Qualifications and Skills of Directors." Nine out of the ten directors currently serving are standing for election at the Annual Meeting. Kathryn M. Hill will not stand for reelection to the Board at the Annual Meeting and will retire from the Board at the end of her current term. Information regarding the director nominees is provided below, including individualized information presented in the matrix below regarding their experiences, skills and background.

  3. DIRECTOR NOMINEE HIGHLIGHTS

    | Moody’s Corporation | 5 | 2025 Proxy Statement |

  4. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Our director compensation program is designed to compensate our non-employee directors fairly for work required for a company of our size and scope and to align their interests with the long-term interests of our stockholders. The Compensation & Human Resources Committee annually reviews the form and amount of the compensation of directors for service on the Board and its committees and recommends any changes to the Board. As part of its review for 2024, the Compensation & Human Resources Committee reviewed and considered data provided to the Compensation & Human Resources Committee by Meridian regarding the form and amount of compensation paid to non-employee directors at the companies in Moody’s executive compensation peer group (as disclosed beginning on page 41 of this Proxy Statement). The comparative analysis included each element of the director pay program: the annual cash retainer, board and committee fees, and equity awards. This analysis showed that Moody’s director compensation generally is competitively positioned relative to the median of its peer group. The equity to cash ratio was found to be similar to the peer group average and, like many of its peers, Moody’s directors are subject to stock holdings requirements (a multiple of the cash retainer). Moody’s does not provide per-meeting fees or any non-chairmen committee member fees. As a result of this review, the Compensation & Human Resources Committee approved changes to the non-employee director compensation program as follows: •A $5,000 increase to the cash retainer for Board service, bringing the total retainer to $120,000; •A $5,000 increase to the additional cash retainer for chairing a Board committee, bringing the total additional cash retainer to $30,000; •A $10,000 increase to the additional cash retainer for chairing the Board, bringing the total additional cash retainer to $65,000; and •A $15,000 increase to the annual equity award to Board members bringing the total to $210,000, and a $15,000 increase to the additional annual equity award to the Chairman of the Board, bringing his total additional equity award to $85,000.

  5. COMPENSATION OF DIRECTORS

    | Moody’s Corporation | 21 | 2025 Proxy Statement |

  6. COMPENSATION OF DIRECTORS

    The following table sets forth, for the fiscal year ended December 31, 2024, the total compensation of the non-employee members of the Board. Mr. Fauber did not receive any compensation for serving as a Moody’s director in 2024. His compensation for services as Moody’s President and Chief Executive Officer during the year is reflected in the Summary Compensation Table on page 59 of this Proxy Statement.

  7. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Jorge A. Bermudez | 150,000 | 210,038 | — | 360,038 | | Thérèse Esperdy | 120,000 | 210,038 | — | 330,038 | | Vincent A. Forlenza | 185,000 | 295,027 | — | 480,027 | | Kathryn M. Hill | 120,000 | 210,038 | — | 330,038 | | Lloyd W. Howell, Jr. | 150,000 | 210,038 | — | 360,038 | | Jose M. Minaya | 120,000 | 210,038 | — | 330,038 | | Leslie F. Seidman | 150,000 | 210,038 | — | 360,038 | | Zig Serafin | 120,000 | 210,038 | — | 330,038 | | Bruce Van Saun | 120,000 | 210,038 | — | 330,038 |

  8. COMPENSATION OF DIRECTORS

    (1)The Company’s non-employee directors received an annual cash retainer of $120,000, payable in quarterly installments in 2024. The Chairmen of the Audit Committee, the Governance & Nominating Committee and the Compensation & Human Resources Committee each received an additional annual cash fee of $30,000, also payable in quarterly installments. The Chairman of the Board received an additional annual cash fee of $65,000. There were no separate meeting fees paid in 2024. A non-employee director may elect to defer receipt of all or a portion of his or her annual cash retainer until after termination of service on the Board. Deferred amounts are credited to a bookkeeping account and receive the rate of return earned by one or more investment options available under the Moody's Corporation Profit Participation Plan (the "Profit Participation Plan") as selected by the director. Unless otherwise elected by the director at the time of deferral, upon a change in control of the Company, a lump-sum payment will be made to each director of the amount credited to the director’s deferred account on the date of the change in control. (2)On February 21, 2024, all then non-employee directors, other than the Chairman of the Board, received a grant of approximately $210,000 worth of RSUs issued under the 1998 Moody’s Corporation Non-Employee Directors’ Stock Incentive Plan (the “1998 Directors Plan”) which was equal to 561 RSUs that vested in full one year following the grant date. Also on February 21, 2024, Mr. Forlenza received a grant of approximately $295,000 worth of RSUs issued under the 1998 Directors Plan that was equal to 788 RSUs and vested in full one year following the grant date. The Compensation & Human Resources Committee recommended these RSU grants on December 11, 2023, the Board approved them on December 12, 2023, and the grants were effective on February 21, 2024, the fifth trading day following the date of the public dissemination of the Company’s financial results for 2023. In each case, the number of RSUs was determined based on the award value computed in accordance with applicable accounting guidance for equity-based awards. For additional information on how Moody’s accounts for equity-based compensation, see Note 14 to the financial statements as contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 14, 2025. A non-employee director may elect to defer settlement of the annual equity grant until after termination of service on the Board in a lump sum or five-to-ten year installments. Upon a change in control all unvested RSUs will vest and the shares underlying the RSUs will be issued in a lump sum distribution. Director RSUs accrue cash dividend equivalents that are paid if and when the underlying RSUs settle.

  9. COMPENSATION OF DIRECTORS

    | Moody’s Corporation | 22 | 2025 Proxy Statement |

  10. COMPENSATION OF DIRECTORS

    None of the individuals who served as a non-employee director of the Company during 2024 held any outstanding stock options as of December 31, 2024. The aggregate number of unvested stock awards outstanding, including the right to receive any accrued dividend equivalents on such awards, as of December 31, 2024 for each individual who served as a non-employee director of the Company during 2024 was as follows:

  11. COMPENSATION OF DIRECTORS

    | Name | Number of Shares of Unvested RSUs (#) | | Jorge A. Bermudez | 561 | | Thérèse Esperdy (a) | 565 | | Vincent A. Forlenza (a) | 794 | | Kathryn M. Hill | 561 | | Lloyd W. Howell, Jr. | 561 | | Jose M. Minaya (a) | 565 | | Leslie F. Seidman (a) | 565 | | Zig Serafin | 561 | | Bruce Van Saun (a) | 565 |

  12. COMPENSATION OF DIRECTORS

    (a)Ms Esperdy, Mr. Forlenza, Mr. Minaya, Ms Seidman and Mr. Van Saun have elected to defer their 2024 RSU awards. Those directors accrue dividend equivalents throughout the year in connection with quarterly dividends. None of the other directors have elected to defer any 2024 RSU awards and will receive their dividends in cash. (3)Perquisites and other personal benefits provided to each individual who served as a non-employee director in 2024 were, in the aggregate, less than $10,000 per director. Each non-employee director is reimbursed for travel, meals and hotel expenses incurred in connection with attending meetings of the Board or its committees. For the meetings held at the Company’s executive offices, the Company pays for travel for each non-employee director, as well as for their accommodations, meals, Company-arranged activities and other incidental expenses.

  13. COMPENSATION OF DIRECTORS

    | Moody’s Corporation | 23 | 2025 Proxy Statement |

  14. ITEM 1—ELECTION OF DIRECTORS

    ITEM 1—ELECTION OF DIRECTORS

  15. ITEM 1—ELECTION OF DIRECTORS

    | What is being voted on | Election of nine director nominees to the Board. | | | Board Recommendation | | The Board of Directors recommends a vote FOR the election of each of the director nominees. |

  16. ITEM 1—ELECTION OF DIRECTORS

    The Board of Directors has nominated Jorge A. Bermudez, Thérèse Esperdy, Robert Fauber, Vincent A. Forlenza, Lloyd W. Howell, Jr., Jose M. Minaya, Leslie F. Seidman, Zig Serafin and Bruce Van Saun, each for a one-year term expiring in 2026. If elected, the nominees will hold office until each of their terms expires and until a successor is elected and qualified. Kathryn Hill will not stand for reelection to the Board at the Annual Meeting and will retire from the Board at the end of her current term. Accordingly, the Board will set the number of directors at nine, effective as of the Annual Meeting. All of the nominees are currently members of the Board of Directors. All of the director nominees were previously elected by the stockholders. The Governance & Nominating Committee evaluates the qualifications and skills of other potential candidates in light of the Board’s current composition and consideration of the Company’s current and future business strategy and operations. The Company expects the nominees for election as director to be able to serve if elected. If a nominee is unable to serve, proxies may be voted for the election of such other person for director as the Board may recommend in the place of such nominee or just for the remaining nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board.

  17. QUALIFICATIONS AND SKILLS OF DIRECTORS

    QUALIFICATIONS AND SKILLS OF DIRECTORS The Board believes that the Board, as a whole, should possess a combination of skills, professional experience and backgrounds necessary to oversee the Company’s business. In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the Board’s membership criteria. Accordingly, the Board and the Governance & Nominating Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future business and operations. The Governance & Nominating Committee is responsible for developing and recommending Board membership criteria to the Board for approval. The criteria, which are set forth in the Company’s Corporate Governance Principles, include, among other things, the candidate’s: •business experience, •qualifications, attributes and skills relevant to the management and oversight of the Company’s business, •independence, •ability to represent diverse stockholder interests, •judgment and integrity, •ability to commit sufficient time and attention to Board activities and to satisfy the limitations on service on other corporate boards as set forth in the Company's Corporate Governance Principles, and •absence of potential conflicts or the appearance of conflicts with the Company’s business and interests. In addition, the Board and the Governance & Nominating Committee annually evaluate the composition of the Board to assess whether the skills, experience, characteristics and other criteria established by the Board are currently represented on the Board, and to assess the criteria that may be needed in the future, given the Company’s current situation and strategic plans. The Board and the Governance & Nominating Committee seek candidates with varied occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives. As part of the search process for each new director, the Governance & Nominating Committee strives to have a varied slate of candidates and encourages any search firm the Committee engages to do so as well, from which the Committee selects the most appropriate candidate taking into account consideration of the candidates' qualifications and skills addressed above. The Committee also considers the special requirements of Moody’s

  18. QUALIFICATIONS AND SKILLS OF DIRECTORS

    | Moody’s Corporation | 25 | 2025 Proxy Statement |

  19. QUALIFICATIONS AND SKILLS OF DIRECTORS

    Ratings and its role in the securities markets. As an example, the Committee has not sought out individuals who by profession actively manage securities portfolios as the Committee determined that such individuals could encounter conflicts of interests or give rise to the appearance of conflicts. This annual evaluation of the Board’s composition enables the Board and the Governance & Nominating Committee to update the skills and experience they seek in the Board as a whole, and in individual directors, as the Company’s needs evolve and change over time, and to assess how the composition of our workforce allows us to benefit from diverse viewpoints and backgrounds. In identifying director candidates from time to time, the Board and the Governance & Nominating Committee may identify specific skills and experience that they believe the Company should seek in order to constitute a balanced and effective board. Recent search for potential Board candidates has focused on candidates with data, technology and cyber-related background. In addition to having varied backgrounds represented, the Board believes it is important to have a range of tenures represented on the Board. The Company’s director nominees have varied tenure that the Board believes facilitates and ensures effective oversight by balancing fresh perspectives and in-depth experience and knowledge about the Company. In considering and nominating directors for election to the Board, the Board and the Governance & Nominating Committee have considered a variety of factors. These include the nominee’s independence, financial literacy, personal and professional accomplishments, experience in light of the needs of the Company and, for incumbent directors, past performance on the Board. In 2024, the Board retained a third-party search firm to assist the Governance & Nominating Committee with respect to director succession planning. With respect to the Company’s director nominees standing for election, their biographies as of the date of this Proxy Statement as well as their skills and qualifications that support their service on the Board are set forth below. The Board of Directors recommends a vote FOR the election as directors of each of the nominees listed below.

  20. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  21. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Significant experience in the global financial services sector, bringing a deep understanding of credit risk and years of financial expertise, as well as risk management experience. •Industry knowledge from time as the head of risk for a major global financial institution, including involvement in the debt restructuring of various sovereigns. •Familiarity with the demands of a global, regulated business, with both senior management and board experience. Professional Experience •Chief Risk Officer of Citigroup Inc. (2007-2008) following on from various senior positions in Citigroup’s business in the United States and Latin America (beginning in 1975) •Chairman of the Smart Grid Center Advisory Board at Texas A&M University (since January 2020) Other Company Directorships / Trusteeships Public •AB Mutual Funds (since 2020) •Citibank N.A. (2005-2008) Private •Bretton Woods Committee (since 2022) •American Institute of Architects (2015) •Texas A&M Foundation Board of Trustees (2014-2021) •Electric Reliability Council of Texas (2010 to 2016) •Federal Reserve Bank of Dallas (2009-2017) •Community Foundation of Brazos Valley (since 2008) Education •Master of Agriculture, Texas A&M University 1974 •B.S. in Agricultural Economics, Texas A&M University 1973 | | | JORGE A. BERMUDEZ Director & Audit Committee Chairman Age: 73 Director Since: April 2011 Committees: •Audit •Executive •Governance & Nominating | |

  22. DIRECTOR NOMINEES

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  23. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Extensive experience in global investment banking and financial markets, providing strategic and financial expertise critical to overseeing the Company’s strategies, and insights into the Company’s key customer segments. •Expertise gained from leading a division of a major international bank, as well as the capital markets business specifically, through challenging financial climates. •Leadership and service on other public company boards provides insight and perspective in varied areas, enhancing the Board’s ability to oversee the Company’s global operations and effectively manage risk. Professional Experience •Global Chairman of the Financial Institutions Group of JPMorgan Chase & Co. (2014-2015) •Several senior management positions in banking and capital markets with JPMorgan Chase & Co. (1997-2014) and at Lehman Brothers (1989-1997) Other Company Directorships / Trusteeships Public •Imperial Brands PLC (Since 2016) •National Grid plc (2014-2023) Private •N/A Education •MPPM, Yale University, 1989 •B.A., Chestnut Hill College, 1983 | | | THÉRÈSE ESPERDY Director Age: 64 Director Since: March 2019 Committees: •Audit •Governance & Nominating | |

  24. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Extensive knowledge of the Company’s strategy and operations from his role as Chief Executive Officer and other senior leadership positions with Moody’s and Moody's Ratings, including as President of Moody's Ratings, Moody’s Chief Operating Officer, and as head of the Company’s strategy and corporate development functions. •Deep understanding of the day-to-day operations of the Company and the real-time challenges that arise, including with respect to risk, regulatory supervision, emerging technologies and workforce matters. •Experience in a variety of product and strategy spaces in the financial services industry, including investment banking, corporate strategy and alternative investments. Professional Experience •Chief Executive Officer of Moody’s since 2021, and Chief Operating Officer from 2019-2021 •Various senior leadership positions with Moody’s and Moody's Ratings from 2005-2019, including as President of Moody's Ratings •Various roles at Citibank and NationsBank (now Bank of America) Other Company Directorships / Trusteeships Public •N/A Private •Board of College Foundation for the University of Virginia (since 2023) Education •MBA, Cornell University, 1999 •B.A. in Economics, University of Virginia, 1992 | | | ROBERT FAUBER President, Chief Executive Officer and Director Age: 54 Director Since: October 2020 Committees: •Executive | |

  25. DIRECTOR NOMINEES

    | Moody’s Corporation | 27 | 2025 Proxy Statement |

  26. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Decades-long experience in various roles, including as chief executive officer, of a public, global medical technology company. •Familiarity with leading a large global business in a regulated industry, including in the context of large M&A transactions, and with expertise in strategic planning, business development and new product development. Experienced in leading major corporate transformations in response to changes in technology and customer markets. •Corporate governance expertise derived from prior board experience. Professional Experience •Chief Executive Officer of Becton, Dickinson & Company, global medical technology company (“BD”) (Director, 2011-2021; Chairman of the Board, 2012-2021) •Chief Operating Officer of BD and various other capacities, including strategic planning, business development, research and development and general management of segments and overseas departments (1980-2011) Other Company Directorships / Trusteeships Public •Becton, Dickinson & Company (2011-2021) Private •MNHI (since 2022) •HealthQuest Capital Management Co. LLC (since 2021) •MaraBio Systems Inc. (since 2021) •Board of Trustees of Lehigh University (since 2020, 2011-2017) •Trustee of The Valley Health System (since 2003) •Acuitive Technologies (since 2023) Education •MBA, University of Pennsylvania 1980 •B.S. in Chemical Engineering, Lehigh University, 1975 | | | VINCENT A. FORLENZA Chairman of the Board Age: 71 Director Since: April 2018 Committees: •Compensation & Human Resources •Executive •Governance & Nominating | |

  27. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Extensive executive leadership experience and business management expertise that span over a number of industries and both domestic and international markets. •Strong background in information systems and cyber-related matters, and significant experience in businesses involved in U.S. federal contracting. •Broader public company board service, contributing to the valued governance insights. Professional Experience •Executive Director of the NFL Players Association, the labor union representing National Football League players (since July 2023) •Executive Vice President, Chief Financial Officer and Treasurer of Booz Allen Hamilton Holding Corporation, a business management consulting company (“BAH”) (2016-October 2022) •Various leadership positions with BAH (1988-2016) Other Company Directorships / Trusteeships Public •GE Healthcare (since January 2023) •KLDiscovery (February 2023-March 2024) •Integra Lifesciences Holdings Corp. (2013-2021) Private •Senior advisory board member at TowerBrook Capital Partners (since 2021) •Trustee at University of Pennsylvania (“Penn”) (since 2018) •Member of the Board of Overseers at Penn School of Engineering and Applied Science (since 2015) •ManTech (since 2024) Education •MBA, Harvard University, 1993 •B.S. in Electrical Engineering, University of Pennsylvania, 1988 | | | LLOYD W. HOWELL, JR. Director and Chairman of the Compensation & Human Resources Committee Age: 58 Director Since: March 2021 Committees: •Compensation & Human Resources •Executive •Governance & Nominating | |

  28. DIRECTOR NOMINEES

    | Moody’s Corporation | 28 | 2025 Proxy Statement |

  29. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Significant experience in the field of asset management, bringing a unique perspective to the Board on an important customer segment for the Company. •Various leadership roles provide valuable senior management experience and financial expertise. •Familiarity with the management of a business that covers a broad range of sectors, previously setting strategy and developing investment capabilities across multiple asset classes including real estate, agriculture, timber, infrastructure, energy, private capital and alternative credit strategies. Professional Experience •Bank of New York Mellon Corporation, an international financial services company ("BNY"), Global Head and BNY Investments and Wealth, and a member of the BNY Executive Committee (since September 2024) •Chief Executive Officer of Nuveen, a global investment manager (January 2020-July 2024) •Chief Investment Officer and President of Nuveen (2017-January 2020) •Lead Global Real Assets Division, and various other roles at TIAA (2004 to 2017) Other Company Directorships / Trusteeships Public •N/A Private •Investment Company Institute •National Forest Foundation •Robert Toigo Foundation •Investment Committee of the Board of Regents of the Smithsonian Institute Education •MBA, Dartmouth College •B.S. in Finance, Manhattan College | | | JOSE M. MINAYA Director Age: 53 Director Since: October 2022 Committees: •Audit •Governance & Nominating | |

  30. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Financial and regulatory expertise from a career of over 30 years as a CPA, serving as the Chairman of the Financial Accounting Standards Board, executive at a major bank and auditor for a major accounting firm, with significant knowledge of global accounting and financial reporting matters in addition to regulatory and senior management experience. •Additional capital markets and regulatory experience from serving as a Public Governor of the Financial Industry Regulatory Authority. •Strong governance expertise from service on other large, complex public company boards involving M&A transactions, corporate restructurings, succession planning, technology transformations, and enterprise risk management. •Certifications in Cybersecurity oversight (2018) and ESG oversight (2021). Professional Experience •Member of the Financial Accounting Standards Board (2003-2013) and Public Governor of the Financial Industry Regulatory Authority (2014-2019) •Founder and managing member of a financial reporting consulting firm (1999-2003) •Member, FASB staff in various roles, including Assistant Director of Technical Activities (1996-1999) •Vice President, Accounting Policy and other roles at J.P. Morgan & Company, Inc. (now JPMorgan Chase) (1987-1996) and an auditor at Arthur Young & Co. (now EY) (1984-1987) Other Company Directorships / Trusteeships Public •Janus Henderson Group plc (since 2023) •General Electric (2018-2023) Private •Financial Industry Regulatory Authority (FINRA), Public Governor (2014-2019) •Board of Trustees of Colgate University (2024-present) Education •M.S. in Accounting, New York University, 1985 •B.A. in English, Colgate University, 1984 | | | LESLIE F. SEIDMAN Director and Chairman of the Governance & Nominating Committee Age: 62 Director Since: December 2013 Committees: •Audit •Executive •Governance & Nominating | |

  31. DIRECTOR NOMINEES

    | Moody’s Corporation | 29 | 2025 Proxy Statement |

  32. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Extensive digital and technology expertise and executive management experience in the technology sector. •Substantive expertise extending to enterprise collaboration services, artificial intelligence and user experience. •Experience serving on another public company’s board of directors. Professional Experience •Chief Executive Officer (since 2020), and President and Chief Operating Officer of Qualtrics, an experience management software provider (2016-2020) •Corporate Vice President of Microsoft (2009-2016) •General Manager at Tellme Networks, Inc. (2009-2012), following acquisition by Microsoft Other Company Directorships / Trusteeships Public •Qualtrics International Inc. (2020-July 2023) Private •Qualtrics International Inc. (since July 2023) Education •B.S., Brigham Young University | | | ZIG SERAFIN Director Age: 51 Director Since: July 2021 Committees: •Compensation & Human Resources •Governance & Nominating | |

  33. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Extensive executive, management and board experience across a number of global banks and financial services companies. •Financial and strategic expertise, management experience and experience managing a business in a highly regulated industry both in the U.S. and in Europe. •History of senior experience through significant strategic transactions, including an initial public offering and a major strategic transformation of a bank. Professional Experience •Chairman and Chief Executive Officer of Citizens Financial Group, Inc., a large regional bank (since 2013) •Group Finance Director of The Royal Bank of Scotland Group plc (2009-2013) •Various senior positions with Bank of New York (later Bank of New York Mellon) (1998-2009), and various positions at Deutsche Bank, Wasserstein Perella Group and Kidder Peabody & Co. Other Company Directorships / Trusteeships Public •Citizens Financial Group, Inc. (since 2013) Private •The Clearing House Supervisory Board (Since 2013) •Bank Policy Institute (rotating board member 2018-2024) •Board of the Federal Reserve Bank of Boston (2018-2022) Education •MBA in Finance, University of North Carolina, 1983 •B.S. in Business Administration, Bucknell University, 1979 | | | BRUCE VAN SAUN Director Age: 67 Director Since: March 2016 Committees: •Compensation & Human Resources •Governance & Nominating | |

  34. DIRECTOR NOMINEES

    | Moody’s Corporation | 30 | 2025 Proxy Statement |

  35. EXECUTIVE SUMMARY

    * See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in Moody’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for information on these adjusted measures, including a reconciliation of these adjusted financial measures to the most directly comparable generally accepted accounting principles (“GAAP”) financial measures. These operational and financial performance achievements formed the basis for the Committee’s incentive compensation determinations. •For the NEOs, 2024 cash incentive award payouts ranged from 100% of target to 167% of target. This level of payout reflects Moody’s business performance and results outlined above. •The aggregate target value of the annual long-term incentive grants awarded to the NEO group in 2024 (which do not include the 2024 Growth and Strategic Incentive Awards described below) increased in the aggregate by approximately 31% from the target value of the annual 2023 awards (excluding Caroline Sullivan, whose compensation is representative of her roles as Chief Accounting Officer and Corporate Controller, and Noémie Heuland, who joined the Company in 2024). This, along with base salary increases (and increases in annual cash incentive program targets) for Messrs. Fauber, Tulenko and West intended to more closely align total compensation with market, brings long-term incentive levels and total target compensation for the NEOs closer to market and recognizes the Company's and each NEO’s prior year performance. •The 2022-2024 performance shares granted for the performance share cycle ended December 31, 2024 were earned at 21.8% of target.

  36. EXECUTIVE COMPENSATION GOVERNANCE HIGHLIGHTS

    | What We Do | | Balanced Mix of Equity Awards NEOs generally are granted a balanced mix of annual long-term equity awards split 20% in stock options, 20% in RSUs and 60% in performance shares. | | | | Long-Term Performance-Based Shares The Company grants performance share awards that vest after three years based on the attainment of a range of performance goals which for the 2024-2026 performance shares were comprised of earnings per share ("EPS"), adjusted for certain non-recurring items as approved from time to time (“MCO EPS for Compensation Purposes”), ratings accuracy performance for MIS (“MIS Ratings Performance”), and cumulative revenue for MA ("MA Cumulative Revenue"). | | | | Minimum One-Year Vesting Period for Equity Awards The Company’s 2001 Key Employees’ Stock Incentive Plan, as amended (the “2001 Stock Incentive Plan”), imposes a minimum one-year vesting period for all equity awards granted under such plan, subject to certain limited exceptions. | | | | Clawback Policy The Company’s clawback policy goes beyond the minimum requirements of NYSE listing standards. The Company is obligated or, in some circumstances, has the right to require forfeiture of, or seek to recoup, all or any portion of the value of the proceeds from annual cash incentive awards, performance-based share awards and other equity awards in the case of (i) a material financial restatement (without regard to misconduct), (ii) a material restatement resulting from unlawful activity, fraud or other misconduct, or (iii) material financial harm to the Company resulting from unlawful activity, fraud or intentional or willful misconduct. | | | | Stock Ownership Guidelines The Company has robust stock ownership guidelines for its executives (including the NEOs) and non-employee directors, as well as a requirement that executives who are subject to the Company’s guidelines retain a significant percentage (75%) of the net shares received through equity awards until satisfying their ownership goals. | | | | Anti-Hedging and Anti-Pledging Policy The Company prohibits executive officers, directors and their family members from (i) making “short sales” of Moody’s securities; (ii) buying Moody's securities on margin; (iii) pledging Moody's securities as collateral for a loan; (iv) engaging in short-term or speculative transactions involving Moody’s securities; and (v) engaging in a derivative transaction primarily including or referencing Moody's securities that hedge or offset, or are designed to hedge or offset, any decrease in value of Moody's securities. |

  37. EXECUTIVE COMPENSATION GOVERNANCE HIGHLIGHTS

    | What We Don't Do | | No Dividend on Unvested Equity No dividends or dividend equivalents accrue on unvested performance shares or unexercised options. In addition, dividend equivalents on RSUs are not paid unless and until the underlying RSU has vested. | | | | No Executive Employment Agreements The Company does not maintain employment agreements with its U.S. executives, including the NEOs. | | | | No Single-Trigger Payments upon a Change in Control The Company does not provide “single-trigger” cash payments that are prompted solely by a change in control, and unvested time-based RSUs granted to the Company’s executive officers do not provide for accelerated vesting or settlement solely upon a change in control when the surviving company assumes the equity awards. | | | | Limited Executive Perquisites The Company generally does not provide perquisites and personal benefits to the NEOs; in the limited circumstances when it does, they are typically aligned to promoting NEO safety, productivity and efficiency. | | | | No Tax Gross-Ups on Perquisites or Change in Control Payments The Company generally does not provide any tax gross-ups on perquisites or change in control payments to Moody’s executive officers, other than with respect to occasional de minimis items disclosed in the Summary Compensation Table. |

  38. PHILOSOPHY OF THE EXECUTIVE COMPENSATION PROGRAM

    PHILOSOPHY OF THE EXECUTIVE COMPENSATION PROGRAM Moody’s executive compensation program is designed to: •Link a substantial part of each executive’s realized compensation to the achievement of the Company’s financial and operational objectives and to the individual’s performance. •Align executives’ compensation with changes in the value of stockholders’ investments. •Provide a competitive total compensation package that will motivate the Company’s executives to perform at a superior level and assist in incentivizing and retaining the executives. When designing the total compensation package, we compare data to that of a group of select peer companies and the broader financial services industry, as discussed further in the “Peer and Market Review” section, below. We implement these pillars of our philosophy by: •awarding the NEOs annual cash incentive compensation that is based on the Company’s performance against financial objectives specified at the beginning of the performance year and an evaluation of individual, qualitative and largely operational (non-financial) accomplishments and performance during that year; •using Company performance as the primary factor in determining the annual cash incentive compensation payouts; •establishing the targeted annual long-term equity award mix for NEOs, generally comprised of 20% options, 20% RSUs and 60% performance shares, in order to tie realizable compensation directly to pre-established performance goals and future increases in stockholder value; •providing long-term equity-based incentives in the form of (i) performance shares that are earned following the completion of a three-year performance period only if certain performance goals are met or exceeded, (ii) stock options that deliver value to the executives only if our share price increases from the date the awards are granted and (iii) RSUs that help to retain executives over a four-year vesting period and increase or decrease in value with share price appreciation or depreciation; and •establishing a range of performance goals for performance shares, which for the 2024-2026 performance shares included MCO EPS for Compensation Purposes, MIS Ratings Performance and MA Cumulative Revenue for all performance share recipients. These factors contribute to variations between actual and target compensation levels. Based on the Committee’s analysis of the factors described above, review of peer and market compensation levels as described below, and consideration of recommendations from the Company’s CEO (other than with respect to his own compensation), the Committee establishes a target total direct compensation level for each NEO that it believes is competitive and aligned with Company performance and stockholder value.

  39. PEER AND MARKET REVIEW

    PEER AND MARKET REVIEW In setting total target compensation levels for the NEOs, the Committee reviews the compensation practices and pay levels of executives with similar roles and responsibilities within the Company’s peer group. Meridian, the Committee’s independent compensation consultant, annually reviews the peer group. Based on Meridian’s review, management makes recommendations for changes to the composition of the peer group subject to Committee approval. As a result of the Committee’s review in 2023, the Committee approved the removal of two peers – T. Rowe Price and TransUnion – and the addition of three new peers – Fair Isaac Corp, Global Payments, and Workday. The rationale for these changes was to improve the alignment of the Company’s peer set with the Company’s updated size and evolving business operations. The balance of the peer companies was deemed to continue to be appropriate as compared to the size, revenue and market capitalization of Moody’s. For 2024, the peer companies were:

  40. PEER AND MARKET REVIEW

    In addition to reviewing compensation practices and pay levels within the Company’s peer group, the Committee looks at the broader financial services industry’s compensation data furnished by management’s compensation consultant, Aon Consulting, and reviewed by Meridian, the Committee’s consultant. This financial services industry survey data includes size-appropriate fintech and other technology platform companies, which are potential competitors for Moody’s executive talent. This group, the Committee believes, appropriately reflects the companies with which Moody’s competes for business and executive talent. This group also appropriately reflects the companies against which Moody’s financial performance is measured, as it includes firms that: •Provide analytics products and services in addition to credit risk analysis; and •Provide company and industry credit research and business information services, including platform analytics. The table below reflects Moody’s percentile ranking and absolute rank against the peer group for revenues, market capitalization, assets and TSR as of December 31, 2024.

  41. PEER AND MARKET REVIEW

    (1)Rank is reported highest to smallest (1=highest and 15=lowest). (2)Data reflects trailing 12-month Revenues and Assets at quarter end as of December 31, 2024. (3)Market Capitalization reflects 6-month average as of December 31, 2024. (4)Total Shareholder Return (TSR) is as of December 31, 2024. Meridian provided the Committee and management with total direct compensation data from these peer group entities along with analyses of each element of compensation. The comparison groups’ information is reviewed in quartile ranges, beginning with the 25th percentile. The Company’s compensation philosophy in 2024 generally was to provide a market competitive level for base salary, target annual cash incentives, long-term incentives and target total compensation. The Company continues to evaluate its compensation philosophy based on market trends and the nature of the dynamic competitive landscape. However, an executive’s positioning against market may be above or below such target positioning based on a number of additional factors that the Committee uses when establishing target total direct compensation, including: skills, performance, tenure, retention risk, seniority, market conditions and the unique nature of Moody’s business. The Company believes that its benefits and perquisites are in line with market practice. In particular, Moody’s believes it is important to exercise discretion and judgment in order to attract and retain superior talent and to reward officers with a greater scope of responsibilities or deeper experience than their peers within the peer group and/or the broader financial services market.

  42. CHIEF EXECUTIVE OFFICER COMPENSATION

    CHIEF EXECUTIVE OFFICER COMPENSATION The Committee begins its analysis of total direct compensation for the CEO by analyzing the compensation of executive officers at companies included in its peer group, as well as in the broader financial services market. It also reviews the CEO’s pay as compared to the other NEOs. On February 6, 2024, during the Committee’s annual review of all NEO compensation, the Committee set Mr. Fauber’s compensation for 2024 as President and CEO under the Company’s existing executive compensation program. Specifically, the Committee approved a base salary for 2024 of $1,100,000 and a target annual cash incentive opportunity of $2,200,000, in each case, reflecting an increase of 10% from 2023. Mr. Fauber’s 2024 annual equity award, totaling $12.7 million in value at the time of grant, was comprised of 20% stock options, 20% RSUs and 60% performance shares. A total of 93% of Mr. Fauber's target compensation was “at risk". This percentage is in line with the Committee’s objective of aligning the vast majority of the CEO’s compensation with long-term Company performance. In 2024, as it does every year, the Committee reviewed the relationship between realized/realizable CEO compensation and Company performance across a range of financial and total return metrics relative to peers. The Committee concluded that the structure of the Company’s incentive plans was appropriate and was helping to deliver pay-for-performance alignment. In light of the individual achievements listed beginning on page 49, the description of the Company’s performance on page 38 and the value of Mr. Fauber’s accrued benefits under the pension plans, the Committee believes Mr. Fauber’s total direct compensation package to be appropriate.

  43. ELEMENTS OF MOODY’S COMPENSATION PROGRAM

    | Base Salary | | | Form | Fixed Cash Compensation | | Objectives and Basis | Base salary is intended to provide a degree of certainty with respect to compensation and is determined based on the level of pay that is appropriate given professional status, role, market value, accomplishments and internal equity. | | Annual Cash Incentives | | | Form | At Risk Cash Compensation | | Objectives and Basis | Annual cash incentives are intended to reward Company and individual performance and assist in motivating and retaining management. Award payouts are finalized at the Committee’s February meeting following the performance year in question; payouts primarily reflect: (i) the Company’s financial performance measured by (a) MIS operating income, (b) MA operating income and (c) MA ARR, and (ii) a qualitative assessment of certain strategic and operational metrics. Award payouts may be adjusted based upon the outcome of an extensive review of each NEO’s performance against his or her annual objectives. Actual payouts typically occur at the beginning of March following the performance year in question. Awards are made under the 2004 Moody’s Corporation Covered Employee Cash Incentive Plan, as amended (the “2004 Plan”), although the Committee retains discretion to pay cash incentives outside of the 2004 Plan when circumstances warrant. |

  44. ELEMENTS OF MOODY’S COMPENSATION PROGRAM

    | Long-Term Incentive Compensation | | | Form | At Risk Compensation in Stock Options, Performance Shares and RSUs | | Objectives and Basis | To help balance the need to motivate the NEOs to drive long-term stockholder value, retain the NEOs, manage the number of shares used to deliver equity awards, and allow the Company to reward the achievement of a broader set of long-term goals, the Committee delivers equity incentive compensation through a combination of stock options, performance shares and RSUs. Stock options have a strike price of no less than 100% of the average of the high and the low market price of the Common Stock on the date of grant and vest based on continued service over four years in annual 25% increments, which means that executives: (i) will realize value from their awards only if the market price of the Company’s stock has appreciated above the options’ exercise price at or after the time the options have vested, and (ii) will be motivated to remain with the Company due to the multi-year vesting schedule. Stock options expire 10 years after the applicable grant date. Performance shares are earned following the completion of a three-year performance period only if pre-established performance goals are met or exceeded. For the 2024-2026 performance period, these performance goals are based on MCO EPS for Compensation Purposes (weighted at 50%), MIS Ratings Performance (weighted at 25%) and MA Cumulative Revenue (weighted at 25%). At the discretion of the Committee, the number of performance shares that vest and the corresponding number of shares actually issued at the end of the three-year performance period may be less than the number determined by the performance goal formula. For the performance cycle ending on December 31, 2024, with shares vesting in 2025, the Committee did not use any discretion over the final payout factor. RSUs vest equally in four annual installments, provided there is continued employment through each such vesting date. Such awards motivate executives to remain with the Company due to the multi-year vesting schedule and align executive and stockholder interests. | | Perquisites | | | Form | Limited | | Objectives and Basis | Moody’s generally does not provide perquisites or other personal benefits with an aggregate incremental cost to the Company of more than $10,000 to any of its NEOs, other than relocation benefits in connection with an officer’s required relocation for Company business purposes and a temporary corporate apartment, which was provided to increase productivity and efficiency when traveling for Company business to our New York headquarters. | | Retirement Benefits | | | Form | Broad-based Tax-qualified and Non-tax-qualified Plans | | Objectives and Basis | Defined Contribution Plans Moody’s offers its U.S. employees, including the NEOs, the opportunity to participate in a tax-qualified defined contribution plan, the Profit Participation Plan, and offers highly compensated senior management, including the NEOs who reside in the U.S., a voluntary deferred compensation plan (the “Moody’s Corporation Deferred Compensation Plan” or “DCP”). The primary purpose of the DCP is to allow certain employees to make pre-tax deferrals into a non-tax-qualified plan and to receive the maximum company match on compensation without regard to Internal Revenue Service (“IRS”) limits that apply to the Profit Participation Plan. The Company match only applies to deferrals in excess of the IRS limit on compensation that can be taken into account under a tax-qualified defined contribution plan. In addition, the Company will credit to the DCP employer contributions that would have been made to the Profit Participation Plan but for the application of the IRS total contribution limit. Additional information regarding the DCP is found beginning on page 69. Defined Benefit Plans Certain NEOs based in the U.S. participate in the tax-qualified Moody’s Corporation Retirement Account (the “Retirement Account”) and the non-tax-qualified Pension Benefit Equalization Plan (“PBEP”) which restores benefits that cannot be delivered through the Retirement Account due to IRS qualified plan limits. Both of these defined benefit pension plans have been closed to new participants since 2008. More details regarding the Retirement Account and the PBEP are provided in the narrative following the Pension Benefits Table for 2024 on page 67. |

  45. WEIGHTING OF ELEMENTS—FIXED VERSUS “AT RISK” COMPENSATION

    WEIGHTING OF ELEMENTS—FIXED VERSUS “AT RISK” COMPENSATION The Committee, based on the recommendations of the CEO (excluding with respect to his own pay) and the Committee’s independent compensation consultant, Meridian, determined that the substantial majority of an NEO’s total direct compensation package (which includes salary, long-term incentive compensation and target annual cash incentive compensation) should be “at risk,” meaning the amounts that may ultimately be realized by an executive can vary based on performance. The “at risk” elements of an NEO’s direct compensation are delivered in the form of annual cash incentives and long-term equity awards consisting of stock options, RSUs and performance shares. A larger portion, 93%, of our CEO’s 2024 target total direct compensation is “at risk,” as compared to only 7% that is fixed. For the other NEOs (excluding Ms Sullivan, as explained below), the Committee concluded that approximately 14% to 24% of target total direct compensation should be fixed and approximately 76% to 86% should be in the form of “at risk” compensation for 2024 as illustrated below. All percentages are based on salary and target cash incentive and equity award figures as of December 31, 2024. (1)This chart excludes the pay mix of Ms Sullivan, who served as interim Chief Financial Officer for the first quarter of 2024 and whose pay mix is representative of her roles as Chief Accounting Officer and Corporate Controller. As such, the pay mix data for Ms Sullivan is not representative of the NEO group in 2024. (2)These charts reflect the annual compensation mix and do not include the 2024 Growth and Strategic Incentive Awards described below.

  46. WEIGHTING OF ELEMENTS—FIXED VERSUS “AT RISK” COMPENSATION

    | | Total Target Direct Compensation (1)(2) | | | | | Name | % that is Base Salary (%) | % that is Target Annual Incentive (%) | % that is Target Equity (%) | % that is At Risk (3) (%) | | Robert Fauber | 7% | 14% | 79% | 93% | | Noémie Heuland | 20% | 27% | 53% | 80% | | Caroline Sullivan | 33% | 23% | 44% | 67% | | Richard Steele | 24% | 22% | 54% | 76% | | Stephen Tulenko | 14% | 23% | 64% | 86% | | Michael West | 14% | 23% | 64% | 86% |

  47. 2024 Annual Cash Incentives

    2024 Annual Cash Incentives Cash incentives for 2024 were earned at 100% to 167% of target for the NEOs based upon financial, strategic and operational Company performance and individual performance.

  48. Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments

    Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments •Financial Performance Goals. Two thirds of the cash incentive payout for each NEO is based upon pre-established MIS Operating Income, MA Operating Income and MA ARR financial goals.** For 2024, the financial performance goals were based on the Company’s annual budget plan, which incorporates stretch objectives. The Committee sets target performance goals that are intended to motivate performance by being aspirational and challenging, but achievable. When the Committee set the NEOs’ 2024 target performance goals, there was an expectation that substantially exceeding the targets would require extraordinary efforts, both individually and collectively. Therefore, in order to receive the maximum cash incentive payments, financial performance would generally have to exceed targets by more than 20%, reflecting extraordinary performance.

  49. Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments

    | ** While the Company reports its financial results in accordance with GAAP, financial performance targets and results under the Company’s incentive plans are based on adjusted financial measures as approved by the Compensation & Human Resources Committee. Management reviews adjustments from GAAP measures to adjusted measures for compensation purposes with the Compensation & Human Resources Committee to assure the Committee that performance is evaluated in a manner that considers the way the goals were set and maintains executive accountability for performance. These metrics and the related performance targets are relevant only to Moody’s executive compensation program and should not be used or applied in other contexts. |

  50. Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments

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  51. Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments

    •Strategic & Operational (S&O) Measures. One third of the cash incentive payout for each NEO is based on a qualitative assessment of strategic and operational metrics approved by the Committee at the beginning of the performance year that are tied to key non-financial business objectives that contribute to the Company’s business success. To perform the assessment and measure progress, the Company has defined firm-wide S&O priorities. Within each priority, specific Objectives and Key Results (OKRs) have been established and assigned owners to increase accountability. This OKR framework represents an evolution of the S&O metrics, as management thoughtfully determines the business outcomes it wants to achieve and carefully reviews key metrics to measure those outcomes. The S&O metric focus areas in 2024 were: •sharpen focus on customers – by evaluating any improvement in the Company’s Net Promoter Score and the Company’s Net Expansion Rate; •invest with intent to grow and scale – by measuring the success of internal milestones, GenAI product launches and execution of private credit strategies; •collaborate, modernize and innovate – by extending platform architecture into priority areas with enhanced engineering standards and controls and incremental data-interoperability, and evaluating internal GenAI usage and innovation; •developing the Company’s people, culture and sustainability – by expanding recruiting efforts beyond traditional sources to fill open positions with the most qualified candidates and prioritizing employee retention; and •prudently managing risk – by evaluating against third-party risk management coverage, business resiliency preparedness, phishing results and regulatory compliance. •Weighting of Metrics. For 2024, the financial performance measures were weighted 67% and the strategic and operational performance measures were weighted 33% for each of the NEOs. Performance in-line with the Company’s budget for MIS Operating Income, MA Operating Income and MA ARR would result in 100% funding of the target cash incentive pool allocated to the financial metric. •Adjustment for Individual Performance. The cash incentive amount approved for each NEO may be reduced or modestly increased from the initial determination based upon an extensive assessment of that individual’s performance against qualitative, largely operational objectives established for the year. These are described below under “Individual Performance.” •Maximum and Minimum Funding. Consistent with prior years, the maximum incentive payout opportunity was 200% of target for 2024. Subject to the Committee’s judgment, performance below an established threshold would result in no funding; performance at threshold would result in funding at 25% of target. The Committee continues to be rigorous in its oversight of incentive metrics, goals and the relationship between performance and pay.

  52. Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments

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  53. Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments

    •Peer Group Comparison. •With assistance from the Committee’s compensation consultant, Meridian, the Committee conducted a review in 2024 of the sensitivity of the payout curves utilized for the cash incentive plan compared to its peer group. •This 2024 review confirmed that the relationship between Company performance and cash incentive payouts is more demanding than typical market practice. For the upside incentive opportunity above target, the Company’s payout at maximum performance levels generally requires higher performance improvement than its peers and the general industry require. •For the downside opportunity (“threshold” payout) below target under Moody’s plan, threshold performance generates a lower minimum payout than is typical for the Company’s peers and the general industry. Following the conclusion of the performance year, the CEO first provides his assessment regarding the Company’s achievement within each focus area for consideration by the Committee. The Committee then evaluates the CEO’s assessment against the year’s goals, considering: (i) the specific indicators for each metric; (ii) each indicator’s relative importance and degree of difficulty; (iii) whether final performance for each indicator was directionally consistent with expectations, or above/below expectations (noting that measurement may be more or less precise, depending on the nature of the metric); and (iv) whether there were any mitigating factors (positive or negative) arising from changes in business circumstance during the year.

  54. Annual Incentive Financial Metrics and Plan Performance

    Annual Incentive Financial Metrics and Plan Performance The 2024 financial performance goals for threshold, target and maximum funding levels, as well as actual 2024 performance, are set forth below.

  55. Annual Incentive Financial Metrics and Plan Performance

    | MIS Operating Income for Compensation Purposes | | | | | | $2,330 M | | | | | | | | q | | | $1,347 M | | $1,823 M | | $2,298 M | | | | Threshold | | Target | | Maximum | | | MA Operating Income for Compensation Purposes | | | | $690 M | | | | | | | | q | | | | | $549 M | | $676 M | | $804 M | | | | Threshold | | Target | | Maximum | | | MA Sales for Compensation Purposes | | $3,278 M | | | | | | | | q | | | | | | | $3,012 M | | $3,312 M | | $3,462 M | | | | Threshold | | Target | | Maximum | |

  56. Annual Incentive Financial Metrics and Plan Performance

    | q | Actual Plan Performance |

  57. Annual Incentive Financial Metrics and Plan Performance

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  58. 2024 Annual Cash Incentive Program Payouts

    2024 Annual Cash Incentive Program Payouts The Company’s financial performance in 2024, together with any individual adjustments, each as detailed above, resulted in final annual cash incentive awards for the NEOs as shown in the table below.

  59. 2024 Annual Cash Incentive Program Payouts

    | Name | 2024 Target Annual Cash Incentive ($) (1) | 2024 Actual Cash Incentive Paid ($) | Percentage of Target Paid (%) | | Robert Fauber (2) | 2,200,000 | 2,950,000 | 134% | | Noémie Heuland | 1,000,000 | 1,350,000 | 135% | | Caroline Sullivan (2) | 315,000 | 360,000 | 114% | | Richard Steele | 500,000 | 675,000 | 135% | | Stephen Tulenko (2) | 1,250,000 | 1,250,000 | 100% | | Michael West (2) | 1,250,000 | 2,091,000 | 167% |

  60. 2024 Annual Cash Incentive Program Payouts

    (1)The maximum annual cash incentive is 200% of the target amount for each of the NEOs. (2)Mr. Fauber’s target cash incentive opportunity increased from $2,000,000 to $2,200,000 for 2024; Ms Sullivan’s target cash incentive opportunity increased from $298,862 to $315,000 for 2024; Mr. Tulenko’s target cash incentive opportunity increased from $1,000,000 to $1,250,000 for 2024; and Mr. West’s target cash incentive opportunity increased from $1,100,000 to $1,250,000 for 2024. Similar to their base salary increases, the annual cash incentive program targets increased in 2024 for these individuals in order to bring their overall target cash compensation to a competitive level.

  61. 2024 Long-Term Equity Incentive Compensation

    2024 Long-Term Equity Incentive Compensation

  62. Process for Granting Equity – Metrics and Weightings, 2024 Growth and Strategic Incentive Awards

    Process for Granting Equity – Metrics and Weightings, 2024 Growth and Strategic Incentive Awards

  63. 2024 Long-Term Equity Incentive (“LTI”) Mix

    2024 Long-Term Equity Incentive (“LTI”) Mix The Committee evaluates the long-term equity incentive mix on an annual basis to determine what arrangement best aligns the NEOs’ compensation with the interests of Moody’s stockholders and motivates the NEOs to focus on the Company’s financial and operational performance. For 2024, the Committee retained the same mix of performance shares, RSUs and stock options that it approved for 2023; however, as disclosed in the 2024 Proxy Statement, in order to retain and further motivate the upper ranks of management to meet or exceed various challenging medium-term growth targets, the Committees approved additional awards for certain NEOs, which are further described under “2024 Growth and Strategic Incentive Awards” below.

  64. 2024 Long-Term Equity Incentive (“LTI”) Mix

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  65. Performance Shares (60% of Total Annual LTI)

    Performance Shares (60% of Total Annual LTI) The performance shares granted in February 2024 will be earned following the completion of a three-year performance period if certain cumulative performance goals are met or exceeded. At the discretion of the Committee, the number of performance shares that vest and the corresponding number of shares actually issued to an employee following the end of the three-year performance period may be less than the number determined by the performance goal formula. For the 2024-2026 performance period, MCO EPS for Compensation Purposes, MIS Ratings Performance and MA Cumulative Revenue were used as the performance metrics (the same metrics used for the 2023-2025 awards). These metrics will be adjusted to exclude the net impact of restructuring charges and other material non-recurring or unusual items. MA Cumulative Revenue was retained as it aligns with the strategic growth initiatives for the Moody's Analytics business, while MCO EPS for Compensation Purposes and MIS Ratings Performance incent management to consider the long- and medium-term impact of business decisions. The three metrics provide a balance of financial and operational factors that drive business success and incentivize all NEOs to contribute to the Company’s overall profitability. No dividends or dividend equivalents are accrued on unvested performance shares.

  66. RSUs (20% of Total Annual LTI)

    RSUs (20% of Total Annual LTI) The RSUs granted in February 2024 vest equally in four annual installments beginning on March 1, 2025, generally subject to continued service through each such vesting date. In continuing to grant RSUs in 2024, the Committee considered the need to manage the number of shares used to deliver equity awards, to closely align a portion of executive compensation directly to stock price performance, and to help provide retention incentives due to the multi-year vesting schedule. Dividend equivalents accrue on RSU awards but are only paid if and when the RSUs vest, and are forfeited if the RSUs do not vest.

  67. Stock Options (20% of Total Annual LTI)

    Stock Options (20% of Total Annual LTI) Stock options vest over four years in annual 25% increments, generally subject to continued service through each such vesting date, which means (i) executives will realize value from their awards only if the market price of the Company’s stock has appreciated above the options’ exercise price at or after the time the options have vested and (ii) NEOs are motivated to remain with the Company due to the multi-year vesting schedule. The Committee believes that because value is realized only if the Company’s stock price rises, stock options are performance-based compensation. Stock options expire ten years after the grant date.

  68. 2024 LTI Grant Levels

    2024 LTI Grant Levels In determining the grant date value of the total mix of equity awards granted to the NEOs (other than the Growth and Strategic Incentive Awards, described below), the Committee considered the share utilization practices of the Company’s peer group and endeavored to balance aligning the interests of NEOs with the interests of stockholders while also motivating the NEOs to improve the Company’s current market position in addition to the items noted in the following paragraph. As a result, the Committee recommended (after considering a recommendation from the CEO, other than with respect to his own equity grant), and the Board approved, equity grants comprised of stock options, RSUs and performance shares, with the average individual NEO grant date value increasing approximately 31% from the individual NEO grants in 2023 (excluding the grant to Ms Sullivan, whose pay mix was reflective of her roles as Chief Accounting Officer and Corporate Controller, and Ms Heuland, who joined the Company in April 2024). The NEOs’ individual awards are reported in the Grants of Plan-Based Awards Table for 2024 on page 62.

  69. 2024 LTI Grant Levels

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  70. 2024 LTI Grant Levels

    Because the annual equity award grants for all NEOs were made in February (excluding the grant to Ms Heuland, as described above), each individual award determination considered (i) the Company’s 2023 performance, (ii) the NEO’s role in that performance, including the achievement of individual goals for the prior year, similar to those described above in “2024 Annual Cash Incentive Program Performance Results—Individual Performance,” and (iii) the Company’s retention objectives with respect to that NEO. The awards are intended to align the interests of NEOs with those of the Company’s stockholders. Annual awards are determined by an examination of the present period as well as by considering expectations for the future.

  71. 2024 Growth and Strategic Incentive Awards

    2024 Growth and Strategic Incentive Awards As disclosed in the 2024 proxy statement, in order to retain and further motivate the upper ranks of management to meet or exceed various challenging medium-term growth targets, the Committee approved the awards listed below for the 2024 compensation year, in addition to the annual pay mix described above. •2024 Growth Accelerator Awards. The Presidents of Moody's Analytics and Moody's Ratings each received a 2024 Growth Accelerator Award for their leadership role of their respective businesses. The performance share unit component of these special grants will reward only exceptional performance tied to the achievement of challenging performance goals aligned with the Company’s medium-term financial targets, and the time-based components have deferred vesting to enhance retention. Specifically: •As part of the award, the Moody's Analytics President and certain key executives were granted MA Growth Accelerator Awards composed of 67% performance share units and 33% stock options. The performance share units will be earned at between zero and 200% of target based on achievement of a combination of (i) ARR reflecting double-digit compound annual growth rate (“CAGR”) and (ii) Adjusted Operating Margin performance goals, each over a four-year performance period ending December 31, 2027. With stretched target setting, the awards will only pay out at target or above when the Moody's Analytics business meets or exceeds medium-term financial targets. •As part of the award, the Moody's Ratings President and certain key Moody's Ratings executives also were granted MIS Growth Accelerator Awards composed of 67% performance share units and 33% stock options. The performance share units will be earned at between zero and 130% of target based on achievement of MIS Adjusted Operating Margin in the range of 59% to 62%, consistent with medium-term financial targets, over a four-year performance period ending December 31, 2027. •In each case, 50% of the stock options vest two years from the date of grant and 50% vest four years from the date of grant. •2024 Strategic Incentive Awards. Based on information regarding competitive market pay, expectations around realized and realizable compensation, and key technology initiatives, the Committee approved special performance share retention grants in February 2024 for certain key personnel, including executives other than the CEO and the Presidents of Moody's Analytics and Moody's Ratings. To drive achievement of the key financial and strategic performance objectives, these awards are 100% performance-based, and will be earned at between zero and 125% of target based on the Company’s achievement of (i) its medium-term Organic Recurring Revenue goal (combined MIS and MA) and (ii) a set of specific strategic goals in executing on the Company’s GenAI initiatives and platform engineering, each over a 24-month period ending on December 31, 2025. In approving these awards, the Committee considered that successful execution of the Company’s performance goals is intended to support significant incremental earnings and intrinsic value for the Company’s stockholders. For each NEO, the grant date fair values of these awards, if any, are reflected in the Summary Compensation Table on page 59 below and the Grants of Plan-Based Awards Table on page 62 below.

  72. 2022-2024 Performance Share Performance

    2022-2024 Performance Share Performance The performance period for performance shares granted in 2022 ended on December 31, 2024, with the NEOs receiving 21.8% of their performance share target amounts based on the Company’s results with respect to the performance metrics described below. The weighting that was assigned to each of the three performance goals at the time the performance shares were originally granted was the same for each performance share grant recipient. The threshold, target and maximum performance goals, as well as actual results, for MCO EPS for Compensation Purposes and MA Cumulative Revenue performance criteria are set forth in the table below. MIS Ratings Performance is evaluated based on internally developed metrics that are proprietary and competitively sensitive, and therefore are not disclosed in the table below. The threshold, target and maximum MIS Ratings Performance goals were set to reflect a degree of difficulty that was comparable to the standard applied in setting the performance goals for the other criteria, with target performance levels being difficult but obtainable, based on historical results under this metric.

  73. 2022-2024 Performance Share Performance

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  74. 2022-2024 Performance Share Metrics and Performance

    2022-2024 Performance Share Metrics and Performance

  75. 2022-2024 Performance Share Metrics and Performance

    | MCO EPS for Compensation Purposes | $30.94 | | | | | | | | q | | | | | | | | | $36.25 | | | $42.65 | $51.18 | | | | Threshold | | | Target | Maximum | | MA Revenue for Compensation Purposes | | | | $9,120 M | | | | | | | q | | | | | | | $8,573 M | | | $10,085 M | $12,103 M | | | | Threshold | | | Target | Maximum |

  76. 2022-2024 Performance Share Metrics and Performance

    | q | Actual Plan Performance |

  77. 2022-2024 Performance Share Payouts

    2022-2024 Performance Share Payouts The number of shares that vested in March 2025 (subject to continued service through the vesting date) for each NEO relative to the target number of shares granted is reflected in the table below.

  78. 2022-2024 Performance Share Payouts

    | Name | 2022-2024 Performance Share Award at Target (# of shares) (1) | 2022-2024 Performance Share Award to Vest (# of shares) | | Robert Fauber | 16,565 | 3,611 | | Caroline Sullivan | 552 | 120 | | Richard Steele | 552 | 120 | | Stephen Tulenko | 3,681 | 802 | | Michael West | 3,313 | 722 |

  79. 2022-2024 Performance Share Payouts

    (1)Ms Heuland joined the Company in April 2024, and did not receive a grant of performance shares in 2022. She is therefore not included in this table. Each NEO’s outstanding performance share awards are reported in the Outstanding Equity Awards at Fiscal-Year End Table For 2024 on page 64.

  80. 2022-2024 Performance Share Payouts

    | Moody’s Corporation | 55 | 2025 Proxy Statement |

  81. Clawback Policy

    Clawback Policy The Company maintains the Moody's Corporation Comprehensive Clawback Policy which complies with SEC rules and NYSE listing standards while going beyond the minimum requirements of these rules. Under the policy, which applies to all of the Company’s Section 16 officers, the Company is obligated to recoup excess incentive-based compensation received by a covered officer during the applicable recovery period, in the event that the Company is required to prepare a material financial restatement and a lesser amount of incentive-based compensation would have been payable under the restated results. In addition, the Company has the right to require forfeiture of, or seek to recoup, all or any portion of the value of the proceeds from annual cash incentive awards, performance-based share awards and other equity awards (including time-based equity awards) in the case of (i) a material financial restatement (with regard to such compensation received prior to October 2, 2023 and without regard to misconduct); (ii) a material restatement resulting from unlawful activity, fraud or other misconduct; or (iii) material financial harm to the Company resulting from unlawful activity, fraud or intentional or willful misconduct.

  82. Employment Agreements

    Employment Agreements Moody’s does not enter into employment agreements with its U.S. executives, including the NEOs. All of the Company’s U.S. executives are “at will” employees. For additional information, see “Potential Payments Upon Termination or Change in Control” on page 70.

  83. Severance Policies

    Severance Policies Moody’s provides severance benefits to NEOs under the Moody’s Career Transition Plan, as amended (the “Moody’s Career Transition Plan” or “CTP”) and the Moody’s Corporation Change in Control Severance Plan, as amended (the “Moody’s Corporation Change in Control Severance Plan” or the “CICP”), each of which is described below. The NEOs are not entitled to receive any severance benefits other than those provided under the CTP and CICP. In addition, in February 2025, the Company implemented a cash severance policy, which requires stockholder ratification of any new executive officer arrangements, agreements, plans, or policies providing for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target annual bonus opportunity. The policy also requires stockholder ratification of any amendment that would increase cash severance benefits payable under any existing arrangement, agreement, plan or policy above 2.99 times the sum of a covered executive’s base salary plus target annual bonus opportunity.

  84. Career Transition Plan

    Career Transition Plan All NEOs in the U.S. participate in the CTP, a broad-based plan that is available to all full-time and regular part-time employees on the Company’s United States payroll. The CTP is designed to compensate eligible employees whose employment with the Company has been terminated without Cause (as defined in the CTP), including in the following situations: •where there has been a reduction in the Company’s workforce or elimination of specific jobs; •where the individual’s job performance has not met expectations (but does not involve a basis for terminating such individual's employment for Cause); or •where the Company and individual mutually agree to sever the employment relationship, and such agreement was initiated by the Company. Having such a plan in place serves the long-term interests of stockholders by helping the Company attract and retain superior talent and encouraging strong performance and compliance with Company policies, as no severance is payable under the CTP where an individual is terminated by the Company for Cause, including termination of employees who have engaged in conduct that is detrimental to the Company and its stockholders. CTP benefits are based on position as well as tenure and the potential benefits for NEOs under the CTP upon termination of employment without Cause are more fully described beginning on page 70.

  85. Change in Control Severance Plan

    Change in Control Severance Plan The purpose of the CICP is to offer its participants, which include the Company’s executive officers and other key employees selected by the Committee, protection in the event of a termination of employment in connection with a Change in Control (as defined in the CICP). The CICP has been adopted to enhance the alignment of the interests of management and stockholders by allowing participants to remain objective when evaluating the prospect of a sale that could potentially result in job elimination. Under the CICP, participants are entitled to severance benefits only if a participant’s employment is terminated within 90 days prior to or two years following a Change in Control of the Company by the Company or its successor without Cause, or by the participant for Good Reason (both terms as defined in the CICP) (i.e., a “double-trigger”). For the CEO, severance benefits under the CICP consist of a lump-sum cash payment equal to three times the sum of his base salary and target annual incentive for the year of termination, plus three years of continued coverage under the Company’s medical and dental insurance plans. For all other participants in the CICP, the severance benefits consist of a lump-sum cash payment equal to two times the sum of their base salaries and target annual incentives for the year of termination, plus two years of continued medical and dental coverage. Executive officers are not entitled to receive a “golden parachute” excise tax gross-up with respect to change in control benefits under the CICP or any other Company plan, agreement or arrangement.

  86. Equity Grant Practices

    Equity Grant Practices The Committee generally approves the target value of annual equity awards for the Company’s executive officers, including each of the NEOs, at its meeting in February of each year, with a grant date to be effective three to five business days following the filing of the Company's Annual Report on Form 10-K for the prior fiscal year. Additionally, employees may enroll to purchase shares of the Company’s Common Stock under the terms of the Moody’s Corporation 1999 Employee Stock Purchase Program. In special circumstances, including the hiring or promotion of an individual or where the Committee determines it is in the best interest of the Company, the Committee may approve grants to be effective at other times. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  87. Equity Grant Practices

    | Moody’s Corporation | 58 | 2025 Proxy Statement |

  88. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the total compensation of the Company’s Named Executive Officers for 2022, 2023 and 2024. The Named Executive Officers include (i) Moody’s Principal Executive Officer and Principal Financial Officer (including any person who served in such roles during the most recent fiscal year), (ii) the three most highly compensated executive officers of the Company (other than any Principal Executive Officer and Principal Financial Officer serving during the year) who were serving as executive officers at the end of the last completed fiscal year, and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to the preceding provision but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year. Ms Heuland joined the Company as Chief Financial Officer on April 1, 2024, and Ms Sullivan served as Interim Chief Financial Officer until March 31, 2024 in addition to her continued roles as Chief Accounting Officer and Corporate Controller. For this reason, compensation disclosure for both individuals is included below.

  89. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | | Robert Fauber President and Chief Executive Officer | 2024 | 1,050,000 | — | 10,159,968 | 2,539,972 | 2,950,000 | 240,561 | 25,941 | 16,966,442 | | | 2023 | 1,000,000 | — | 8,799,948 | 2,200,036 | 2,000,000 | 366,643 | 21,032 | 14,387,659 | | | 2022 | 975,000 | — | 7,200,141 | 1,799,969 | 1,628,000 | — | 16,663 | 11,619,773 | | Noémie Heuland Senior Vice President and Chief Financial Officer | 2024 | 562,500 | — | 1,599,972 | 399,956 | 1,350,000 | — | 134,037 | 4,046,465 | | Caroline Sullivan Interim Chief Financial Officer, Chief Accounting Officer and Corporate Controller | 2024 | 460,000 | 250,000 | 592,851 | 119,949 | 360,000 | — | 46,590 | 1,829,390 | | | 2023 | 455,000 | — | 455,930 | 114,014 | 310,845 | — | 42,963 | 1,378,752 | | Richard Steele Senior Vice President and General Counsel | 2024(7) | 540,000 | — | 1,073,309 | 240,017 | 675,000 | 80,693 | 93,216 | 2,702,236 | | | 2023 | 462,470 | — | 239,808 | 60,021 | 500,000 | 112,256 | 34,608 | 1,409,163 | | Stephen Tulenko President of Moody’s Analytics | 2024(8) | 700,000 | — | 9,500,128 | 3,999,901 | 1,250,000 | 190,568 | 14,022 | 15,654,619 | | | 2023 | 625,000 | — | 1,879,775 | 470,037 | 976,000 | 357,432 | 12,962 | 4,321,206 | | | 2022 | 581,250 | — | 1,599,959 | 399,965 | 840,000 | — | 26,709 | 3,447,883 | | Michael West President of Moody’s Ratings | 2024(8) | 700,000 | — | 6,150,316 | 2,349,991 | 2,091,000 | — | 114,499 | 11,405,806 | | | 2023 | 625,000 | — | 1,800,036 | 449,967 | 1,114,300 | — | 67,998 | 4,057,301 | | | 2022 | 581,250 | — | 1,439,898 | 359,994 | 434,400 | — | 92,632 | 2,908,173 |

  90. SUMMARY COMPENSATION TABLE

    (1)The amounts reported in the “Bonus” column represent discretionary bonuses, if any, paid to the NEOs. Payments under the Company’s annual cash incentive program are reported in the “Non-Equity Incentive Plan Compensation” column.

  91. SUMMARY COMPENSATION TABLE

    | Moody’s Corporation | 59 | 2025 Proxy Statement |

  92. SUMMARY COMPENSATION TABLE

    (2)The amounts reported in the “Stock Awards” column represent the grant date fair market value of performance share and RSU grants. The grant date fair value is based on the fair market value of the stock underlying the award, which is calculated as the arithmetic mean of the high and low prices of the Common Stock on the date of grant, and is calculated in accordance with applicable accounting guidance for equity-based awards, without taking into account estimated forfeitures. All grants of performance shares and RSUs were made under the 2001 Stock Incentive Plan. The annual performance share awards are earned based on MCO EPS for Compensation Purposes, MIS Ratings Performance and MA Cumulative Revenue. For 2024 only, certain NEOs were granted certain Growth and Strategic Incentive Awards. Performance shares granted as MA Growth Accelerator Awards are earned subject to performance measures based on MA ARR CAGR and MA Adjusted Operating Margin. Performance shares granted as MIS Growth Accelerator Awards are earned subject to a performance measure based on MIS Adjusted Operating Margin. Performance shares granted as Strategic Incentive Awards are earned subject to performance measures based on medium-term Organic Recurring Revenue and specified goals with respect to execution of the Company’s GenAI initiatives and platform engineering. Because the achievement or non-achievement of these performance metrics depends upon the occurrence of future events, the actual final payouts of these performance share awards are not known at this time. As such, in accordance with applicable accounting guidance for equity-based awards, the grant date fair value of the performance shares is calculated based on probable outcome of the applicable performance conditions as of the grant date (using the target number of shares underlying these awards), and the per share grant date prices on the date of grant ($372.16 on February 20, 2024 and $391.67 for May 7, 2024). Assuming that the maximum performance for the performance share awards were attained, 2024 annual performance share awards would settle at 200% of target and the value of the 2024 performance share awards for Messrs. Fauber, Steele, Tulenko and West, and Ms Heuland and Ms Sullivan would be $15,239,952, $1,440,259, $4,200,198, $4,200,198, $2,400,154 and $719,757, respectively; the MA Growth Accelerator Award for Mr. Tulenko would settle at 200% of target with a value of $13,399,993; the MIS Growth Accelerator Award for Mr. West would settle at 130% of target with a value of $4,355,240; and the Strategic Incentive Awards would settle at 125% of target and the value of the awards for Mr Steele and Ms Sullivan would be $141,421 and $141,421, respectively. No cash dividends or dividend equivalents will accrue or be paid on such performance shares. Cash dividend equivalents will accrue and be paid on RSUs upon vesting and settlement. For additional information on the 2024 performance share and RSU awards, see “Grants of Plan-Based Awards Table for 2024” on page 62 and the related footnotes. (3)The amounts reported in the “Option Awards” column represent the full grant date fair value of non-qualified options granted in each year indicated. The aggregate grant date fair value of the stock options granted to our NEOs in 2024 is based on the Black-Scholes value of a stock option on the grant date, as determined in accordance with applicable accounting guidance for equity-based awards, without taking into account estimated forfeitures. For additional information on the valuation of Moody’s option awards, see Note 14 to the financial statements as contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 14, 2025. The actual amounts realized, if any, will depend on the extent to which the stock price exceeds the option exercise price at the time the option is exercised. (4)The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the amounts earned by the Named Executive Officers for the applicable year under the Company’s annual cash incentive program. The amounts for 2024, 2023 and 2022 were actually paid on March 7, 2025, March 1, 2024 and March 3, 2023, respectively. For a description of this program, see “2024 Annual Cash Incentives” in the CD&A beginning on page 46. (5)For 2024, the amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column represent the aggregate change during the applicable year in the actuarial present value of the Named Executive Officers’ accumulated benefits under the Company’s Retirement Account and PBEP. The primary factors impacting the year-over-year change in pension value are pensionable pay increases from 2023 to 2024, an additional year of benefit accruals, and an increase in the cash balance crediting rate from 4.50% to 4.78%, partially offset by an increase in the discount rates. The discount rates for the Retirement Account and PBEP that are the basis for the proxy present value calculations have increased during 2024 to 5.45% and 5.25%, respectively. (6)The 2024 amounts reported in the “All Other Compensation” column comprise the following:

  93. SUMMARY COMPENSATION TABLE

    | Name | Perquisites and Other Personal Benefits ($) (a)(b) | Vested and Unvested Company Contributions to Defined Contribution Plans ($) (c) | Dividends or Other Earnings Paid on Stock Awards ($) | Total ($) | | | ($) (a)(b) | | | | | Robert Fauber | — | 10,350 | 15,591 | 25,941 | | Noémie Heuland | 103,787 (d) | 30,250 | — | 134,037 | | Caroline Sullivan | 763 | 45,038 | 789 | 46,590 | | Richard Steele | 68,625 (e) | 23,850 | 741 | 93,216 | | Stephen Tulenko | — | 10,350 | 3,672 | 14,022 | | Michael West | 839 | 110,137 | 3,523 | 114,499 |

  94. SUMMARY COMPENSATION TABLE

    (a)For all the NEOs other than Mr. Steele and Ms Heuland, perquisites and other personal benefits provided in fiscal 2024 were, in the aggregate, less than $10,000 per individual.

  95. SUMMARY COMPENSATION TABLE

    | Moody’s Corporation | 60 | 2025 Proxy Statement |

  96. SUMMARY COMPENSATION TABLE

    (b)The Company generally does not provide tax gross-ups for executives, other than occasional de minimis amounts in connection with gifts from the Company to mark personal milestones or events. Such de minimis tax gross-up amounts are reflected for Ms Sullivan and Mr. West. (c)These amounts represent the aggregate annual Company contributions to the accounts of the Named Executive Officers under the Company’s Profit Participation Plan and the non-qualified Deferred Compensation Plan. The Profit Participation Plan and the Deferred Compensation Plan are defined contribution plans. (d)As part of Ms Heuland’s terms of employment, which included an agreement to relocate closer to the Company’s headquarters in New York City, the Company agreed to cover Ms Heuland’s relocation expenses. The amount shown for Ms Heuland includes the costs of: (i) travel for Ms Heuland and her family, (ii) shipping household goods (including insurance, shipment and storage); (iii) assistance with rental arrangements; and (iv) temporary lodging. (e)As part of his duties, and in addition to working in the Company’s San Francisco office where he is based, Mr. Steele is required to work in the Company’s New York City headquarters for extended periods. While working in New York City during a portion of 2024, Mr. Steele lived in a Company-leased apartment. The amount shown for Mr. Steele includes $66,000, which represents the Company’s actual cost of leasing the apartment plus utility costs for the days used by Mr. Steele in 2024. While the Company has also agreed to reimburse Mr. Steele for the tax liability, if any, arising from the Company’s provision to him of the Company-leased apartment, there was no such reimbursement for 2024. The Company also agreed to pay tax preparation fees associated with Mr. Steele’s filing of a New York State non-resident tax return required as a result of his frequent work in New York. The amount shown for Mr. Steele therefore also includes $2,625 in fees for tax consulting, preparation and filing. (7)Mr. Steele's 2023 equity grant was made prior to his promotion to Senior Vice President - General Counsel later that year. His 2024 equity grant was the first one made subsequent to his promotion. For that reason, the percentage increase may not be illustrative of standard year-to-year increases. (8)The 2024 equity figures for Mr. Tulenko and Mr. West include the values of the MA and MIS Growth Accelerator Awards, as disclosed in the 2024 Proxy Statement.

  97. SUMMARY COMPENSATION TABLE

    | Moody’s Corporation | 61 | 2025 Proxy Statement |

  98. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2024

    GRANTS OF PLAN-BASED AWARDS TABLE FOR 2024 The following table sets forth, for the year ended December 31, 2024, information concerning each grant of an award made to the Company’s Named Executive Officers in 2024 under any plan.

  99. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2024

    | Name | Grant Date | Authorization Date (1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (4) | All Other Option Awards: Number of Securities Underlying Options (#) (5)(6) | Exercise or Base Price of Option Awards ($/Sh) (7) | Closing Price of Common Stock on Grant Date ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (8) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Robert Fauber | 2/20/2024(3) | 2/6/2024 | | | | 5,119 | 20,475 | 40,950 | | | | | 7,619,976 | | | 2/20/2024(4) | 2/6/2024 | | | | | | | 6,825 | | | | 2,539,992 | | | 2/20/2024(5) | 2/6/2024 | | | | | | | | 21,239 | 372.16 | 375.32 | 2,539,972 | | | N/A | | N/A | 2,200,000 | 4,400,000 | | | | | | | | | | Noémie Heuland | 5/7/2024(3) | 2/7/2024 | | | | 766 | 3,064 | 6,128 | | | | | 1,200,077 | | | 5/7/2024(4) | 2/7/2024 | | | | | | | 1,021 | | | | 399,895 | | | 5/7/2024(5) | 2/7/2024 | | | | | | | | 3,132 | 391.67 | 393.97 | 399,956 | | | N/A | | N/A | 1,000,000 | 2,000,000 | | | | | | | | | | Caroline Sullivan | 2/20/2024(3) | 2/6/2024 | | | | 242 | 967 | 1,934 | | | | | 359,879 | | | 2/20/2024(4) | 2/6/2024 | | | | | | | 322 | | | | 119,836 | | | 2/20/2024(5) | 2/6/2024 | | | | | | | | 1,003 | 372.16 | 375.32 | 119,949 | | | 2/20/2024(3) | 2/6/2024 | | | | 228 | 304 | 380 | | | | | 113,137 | | | N/A | | N/A | 315,000 | 630,000 | | | | | | | | | | Richard Steele | 2/20/2024(3) | 2/6/2024 | | | | 484 | 1,935 | 3,870 | | | | | 720,130 | | | 2/20/2024(4) | 2/6/2024 | | | | | | | 645 | | | | 240,043 | | | 2/20/2024(5) | 2/6/2024 | | | | | | | | 2,007 | 372.16 | 375.32 | 240,017 | | | 2/20/2024(3) | 2/6/2024 | | | | 228 | 304 | 380 | | | | | 113,137 | | | N/A | | N/A | 500,000 | 1,000,000 | | | | | | | | | | Stephen Tulenko | 2/20/2024(3) | 2/6/2024 | | | | 1,411 | 5,643 | 11,286 | | | | | 2,100,099 | | | 2/20/2024(4) | 2/6/2024 | | | | | | | 1,881 | | | | 700,033 | | | 2/20/2024(5) | 2/6/2024 | | | | | | | | 5,853 | 372.16 | 375.32 | 699,960 | | | 2/20/2024(3) | 2/6/2024 | | | | 6,751 | 18,003 | 36,006 | | | | | 6,699,996 | | | 2/20/2024(6) | 2/6/2024 | | | | | | | | 27,279 | 372.16 | 375.32 | 3,299,941 | | | N/A | | N/A | 1,250,000 | 2,500,000 | | | | | | | | | | Michael West | 2/20/2024(3) | 2/6/2024 | | | | 1,411 | 5,643 | 11,286 | | | | | 2,100,099 | | | 2/20/2024(4) | 2/6/2024 | | | | | | | 1,881 | | | | 700,033 | | | 2/20/2024(5) | 2/6/2024 | | | | | | | | 5,853 | 372.16 | 375.32 | 699,960 | | | 2/20/2024(3) | 2/6/2024 | | | | 6,752 | 9,002 | 11,703 | | | | | 3,350,184 | | | 2/20/2024(6) | 2/6/2024 | | | | | | | | 13,640 | 372.16 | 375.32 | 1,650,031 | | | N/A | | N/A | 1,250,000 | 2,500,000 | | | | | | | | |

  100. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2024

    (1)Except for Ms Heuland's grants, the Compensation & Human Resources Committee authorized the grant of stock options, RSUs and performance shares for 2024 to the NEOs on February 6, 2024, to be effective on February 20, 2024, the third trading day following the filing of the Company’s Form 10-K for the fiscal year ended December 31, 2023. Ms Heuland's grants of stock options, RSUs and performance shares for 2024 were authorized by the Compensation & Human Resources Committee on February 7, 2024, to be effective on May 7, 2024, the third trading day following the filing of the Company's Form 10-Q for the quarter ended March 31, 2024.

  101. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2024

    | Moody’s Corporation | 62 | 2025 Proxy Statement |

  102. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2024

    (2)Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns consist of cash incentive award opportunities granted in 2024 under the Company’s annual cash incentive program. For additional information on the annual cash incentive program, see the CD&A beginning on page 37. These awards were earned during 2024 and are paid in March 2025. (3)Amounts in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns consist of performance share awards granted in 2024 under the Company’s 2001 Stock Incentive Plan. The Compensation & Human Resources Committee determined the target performance share amounts and set performance measures. The annual performance share awards are earned based on achievement with respect to MCO EPS for Compensation Purposes, MIS Ratings Performance and MA Cumulative Revenue over the three-year performance period ending December 31, 2026 with a maximum incentive payout opportunity of 200% of target. The MA Growth Accelerator Award for Mr. Tulenko is earned based on achievement with respect to MA ARR CAGR and MA Adjusted Operating Margin over a four-year performance period ending December 31, 2027, with the maximum incentive payout opportunity at 200% of target. The MIS Growth Accelerator Award for Mr. West is earned based on achievement with respect to MIS Adjusted Operating Margin over a four-year performance period ending December 31, 2027, with the maximum incentive payout opportunity at 130% of target. Strategic Incentive Awards for Mr. Steele and Ms Sullivan are earned based on achievement with respect to medium-term Organic Recurring Revenue and specified goals with respect to execution of the Company’s GenAI initiatives and platform engineering over a two-year performance period ending December 31, 2025, with the maximum incentive payout opportunity at 125% of target. (4)Consists of RSU awards granted in 2024 under the Company’s 2001 Stock Incentive Plan. They vest in four equal installments on March 1, 2025, March 1, 2026, March 1, 2027 and March 1, 2028, or, in the case of Ms Heuland’s awards, May 7, 2025, March 1, 2026, March 1, 2027 and March 1, 2028. (5)Includes stock option awards made under the Company’s 2001 Stock Incentive Plan. The annual option awards vest in four equal annual installments beginning on the first anniversary of the date of grant and expire on February 20, 2034 or, in the case of Ms Heuland’s May 7, 2024 award, on May 7, 2034. (6)Includes stock option awards that are included in the MA and MIS Growth Accelerator Awards, as applicable, which vest 50% on the second anniversary and 50% on the fourth anniversary of the date of grant and expire on February 20, 2034. (7)The exercise price of the stock options is equal to the arithmetic mean of the high and low market price of the Company’s Common Stock on the grant date. (8)Consists of the grant date fair value of each equity award computed in accordance with applicable accounting guidance for equity-based awards, without taking into account estimated forfeitures. The grant date fair values for annual stock options granted on February 20, 2024 are based on the Black-Scholes option valuation model, applying the following assumptions: a stock-price volatility factor of 28.07%; a risk-free rate of return of 4.34%; a dividend yield of 0.91%; and an expected time of exercise of 5.8 years from the applicable date of grant. The grant date fair values for options granted on February 20, 2024 as part of the MA and MIS Growth Accelerator Awards are based on the Black-Scholes option valuation model, applying the following assumptions: a stock-price volatility factor of 27.82%; a risk-free rate of return of 4.34%; a dividend yield of 0.91%; and an expected time of exercise of 6.0 years from the applicable date of grant. The grant date fair values for annual stock options granted on May 7, 2024 to Ms Heuland are based on the Black-Scholes option valuation model, applying the following assumptions: a stock-price volatility factor of 27.88%; a risk-free rate of return of 4.54%; a dividend yield of 0.87%; and an expected time of exercise of 5.8 years from the applicable date of grant. The Black-Scholes model is premised on the immediate exercisability and transferability of the options, neither of which applies to the options set out in the table above. The actual amounts realized, if any, will depend on the extent to which the stock price exceeds the option exercise price at the time the option is exercised. In all cases, the Company’s stock price is based on the arithmetic mean of the high and low market price of the Company’s Common Stock on the date of grant.

  103. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2024

    | Moody’s Corporation | 63 | 2025 Proxy Statement |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2024

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2024 The following table sets forth information concerning unexercised options, stock that has not vested and equity incentive plan awards for each of the Company’s Named Executive Officers outstanding as of December 31, 2024. The market value of the shares that have not vested is based on the closing market price of the Company’s Common Stock on December 31, 2024, the last business day of Moody’s 2024 fiscal year, on the NYSE.

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2024

    | | Option Awards(1) | | | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Grant Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | Stock Award Grant Date | | | Exercisable | Unexercisable | | | | | | | | | | | Robert Fauber | 1,118 | — | | 80.81 | 2/12/2016 | 2/12/2026 | 1,156 | 547,216 | | | 2/22/2021 | | | 2,681 | — | | 94.18 | 7/1/2016 | 7/1/2026 | 2,761 | 1,306,975 | | | 2/17/2022 | | | 8,337 | — | | 113.34 | 2/23/2017 | 2/23/2027 | 3,611 | 1,709,339 | | | 2/17/2022 | | | 6,322 | — | | 167.50 | 2/16/2018 | 2/16/2028 | 5,587 | 2,644,718 | 44,696 | 21,157,746 | 2/21/2023 | | | 7,889 | — | | 173.58 | 2/25/2019 | 2/25/2029 | 6,825 | 3,230,750 | 40,950 | 19,384,502 | 2/20/2024 | | | 5,401 | — | | 215.07 | 11/5/2019 | 11/5/2029 | | | | | | | | 9,912 | — | | 280.42 | 2/20/2020 | 2/20/2030 | | | | | | | | 14,243 | 4,748 | | 276.84 | 2/22/2021 | 2/22/2031 | | | | | | | | 10,695 | 10,695 | | 325.99 | 2/17/2022 | 2/17/2032 | | | | | | | | 5,809 | 17430 | | 295.33 | 2/21/2023 | 2/21/2033 | | | | | | | | — | 21,239 | | 372.16 | 2/20/2024 | 2/21/2034 | | | | | | | Noémie Heuland | — | 3,132 | | 391.67 | 5/7/2024 | 5/7/2034 | 1,021 | 483,311 | 6,128 | 2,900,811 | 5/7/2024 | | Caroline Sullivan | — | 223 | | 276.84 | 2/22/2021 | 2/22/2031 | 55 | 26,035 | | | 2/22/2021 | | | 356 | 357 | | 325.99 | 2/17/2022 | 2/17/2032 | 92 | 43,550 | | | 2/17/2022 | | | 195 | 587 | | 295.33 | 2/21/2023 | 2/21/2033 | 120 | 56,804 | | | 2/17/2022 | | | 93 | 282 | | 318.79 | 9/29/2023 | 9/29/2033 | 189 | 89,467 | 1,504 | 711,948 | 2/21/2023 | | | — | 1,003 | | 372.16 | 2/20/2024 | 2/21/2034 | 94 | 44,497 | 752 | 355,974 | 9/29/2023 | | | | | | | | | 322 | 152,425 | 1,934 | 915,498 | 2/20/2024 | | | | | | | | | | | 380 | 179,881 | 2/20/2024 | | Richard Steele | 727 | — | | 280.42 | 2/20/2020 | 2/20/2030 | 45 | 21,302 | | | 2/22/2021 | | | 547 | 183 | | 276.84 | 2/22/2021 | 2/22/2031 | 53 | 25,089 | | | 10/1/2021 | | | 356 | 357 | | 325.99 | 2/17/2022 | 2/17/2032 | 92 | 43,550 | | | 2/17/2022 | | | 158 | 476 | | 295.33 | 2/21/2023 | 2/21/2033 | 120 | 56,804 | | | 2/17/2022 | | | — | 2,007 | | 372.16 | 2/20/2024 | 2/20/2034 | 153 | 72,426 | 1,218 | 576,565 | 2/21/2023 | | | | | | | | | 645 | 305,324 | 3,870 | 1,831,942 | 2/20/2024 | | | | | | | | | | | 380 | 179,881 | 2/20/2024 |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2024

    | Moody’s Corporation | 64 | 2025 Proxy Statement |

  107. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2024

    | | Option Awards(1) | | | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Grant Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | Stock Award Grant Date | | | Exercisable | Unexercisable | | | | | | | | | | | Stephen Tulenko | — | 1,002 | | 276.84 | 2/22/2021 | 2/22/2031 | 244 | 115,502 | | | 2/22/2021 | | | 2,376 | 2,377 | | 325.99 | 2/17/2022 | 2/17/2032 | 614 | 290,649 | | | 2/17/2022 | | | 1,241 | 3,724 | | 295.33 | 2/21/2023 | 2/21/2033 | 802 | 379,643 | | | 2/17/2022 | | | — | 27,279 | | 372.16 | 2/20/2024 | 2/20/2034 | 1,194 | 565,204 | 9,548 | 4,519,737 | 2/21/2023 | | | — | 5,853 | | 372.16 | 2/20/2024 | 2/20/2034 | 1,881 | 890,409 | 11,286 | 5,342,454 | 2/20/2024 | | | | | | | | | | | 36,006 | 17,044,160 | 2/20/2024 | | Michael West | — | 1,002 | | 276.84 | 2/22/2021 | 2/22/2031 | 244 | 115,502 | | | 2/22/2021 | | | — | 2,139 | | 325.99 | 2/17/2022 | 2/17/2032 | 552 | 261,300 | | | 2/17/2022 | | | — | 3,565 | | 295.33 | 2/21/2023 | 2/21/2033 | 722 | 341,773 | | | 2/17/2022 | | | — | 13,640 | | 372.16 | 2/20/2024 | 2/20/2034 | 1,143 | 541,062 | 9,142 | 4,327,549 | 2/21/2023 | | | — | 5,853 | | 372.16 | 2/20/2024 | 2/20/2034 | 1,881 | 890,409 | 11,286 | 5,342,454 | 2/20/2024 | | | — | | | | | | | | 11,703 | 5,539,849 | 2/20/2024 |

  108. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2024

    (1)Option awards, other than those granted in 2024 to Mr. Tulenko and Mr. West as part of the MA and MIS Growth Accelerator Awards, vest and become exercisable in four equal, annual installments beginning on the first anniversary of the date of grant. The larger option awards granted in 2024 to Mr. Tulenko and Mr. West as part of the MA and MIS Growth Accelerator Awards vest 50% on the second anniversary and 50% on the fourth anniversary of the date of grant. (2)The RSU Grant made to Ms Heuland on May 7, 2024 will vest in four equal installments on May 7, 2025, March 1, 2026, March 1, 2027 and March 1, 2028. The RSU grants made to the other NEOs on February 20, 2024 will vest in four equal installments on March 1, 2025, March 1, 2026, March 1, 2027 and March 1, 2028. The remaining portion of the RSU grant made to Ms Sullivan on September 29, 2023 will vest in equal installments on October 1, 2025, October 1, 2026 and October 1, 2027. The remaining portion of the RSU grants made on February 21, 2023 will vest in equal installments on March 1, 2025, March 1, 2026 and March 1, 2027. The remaining portion of the RSU grants made on February 17, 2022 will vest in equal installments on March 1, 2025 and March 1, 2026. The remaining portion of the RSU grants made on February 22, 2021 will vest on March 1, 2025. The performance shares granted on February 17, 2022 were earned at the levels shown for the performance period ending December 31, 2024, and vested on March 1, 2025. (3)Value is calculated based on the closing price of the Common Stock on December 31, 2024, which was $473.37. (4)Represents performance share awards assuming maximum attainment of performance objectives that will pay out subject to the attainment of performance objectives and vesting requirements over a three-year period. The performance shares granted on February 21, 2023 and September 29, 2023 vest on March 1, 2026 for the performance period ending December 31, 2025, and the performance shares granted on February 20, 2024 and the performance share award made to Ms Heuland on May 7, 2024 will each vest on March 1, 2027 for the performance period ending December 31, 2026. (5)The performance shares granted on February 20, 2024 for Messrs. Tulenko and West as part of the MA and MIS Growth Accelerator Awards will vest on March 1, 2028 for the performance period ending December 31, 2027. Strategic Incentive Awards granted on February 20, 2024 to Mr. Steele and Ms Sullivan will vest on March 1, 2026 for the performance period ending on December 31, 2025.

  109. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2024

    | Moody’s Corporation | 65 | 2025 Proxy Statement |

  110. OPTION EXERCISES AND STOCK VESTED TABLE FOR 2024

    OPTION EXERCISES AND STOCK VESTED TABLE FOR 2024 The following table sets forth information concerning the number of shares of Common Stock acquired and the value realized upon the exercise of stock options and the number of shares of Common Stock acquired and the value realized upon vesting of RSU and performance share awards during 2024 for each of the Company’s Named Executive Officers on an aggregated basis. In the case of stock options, the value realized is based on the market price of the Company’s Common Stock on the NYSE at the time of exercise and the option exercise price; in the case of RSUs and performance share awards, the value realized is based on the average high and low market price of the Company’s Common Stock on the NYSE on the vesting date.

  111. OPTION EXERCISES AND STOCK VESTED TABLE FOR 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Robert Fauber | 2,671 | 875,438 | 12,965 | 4,934,220 | | Noémie Heuland | — | — | — | — | | Caroline Sullivan | 1,681 | 308,297 | 624 | 240,346 | | Richard Steele | 3,368 | 1,037,400 | 1,435 | 550,936 | | Stephen Tulenko | 5,978 | 1,025,985 | 3,485 | 1,326,321 | | Michael West | 10,296 | 1,904,995 | 2,297 | 874,192 |

  112. OPTION EXERCISES AND STOCK VESTED TABLE FOR 2024

    (1)The performance shares granted for the 2022-2024 performance period vested on March 1, 2025 and therefore are not reflected in the above table. Such shares are shown in the “Outstanding Equity Awards At Fiscal Year End Table for 2024” above.

  113. OPTION EXERCISES AND STOCK VESTED TABLE FOR 2024

    | Moody’s Corporation | 66 | 2025 Proxy Statement |

  114. PENSION BENEFITS TABLE FOR 2024

    PENSION BENEFITS TABLE FOR 2024 The following table sets forth information with respect to each defined benefit pension plan that provides for payments or other benefits to the Named Executive Officers at, following, or in connection with retirement.

  115. PENSION BENEFITS TABLE FOR 2024

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit at 12/31/24 ($) | | Robert Fauber | Retirement Account | 18.2500 | 437,889 | | | Pension Benefit Equalization Plan | 18.2500 | 1,785,675 | | Noémie Heuland | Retirement Account | N/A | N/A | | | Pension Benefit Equalization Plan | N/A | N/A | | Caroline Sullivan | Retirement Account | N/A | N/A | | | Pension Benefit Equalization Plan | N/A | N/A | | Richard Steele | Retirement Account | 17.5833 | 432,670 | | | Pension Benefit Equalization Plan | 17.5833 | 404,182 | | Stephen Tulenko | Retirement Account | 33.5000 | 927,708 | | | Pension Benefit Equalization Plan | 33.5000 | 1,930,292 | | Michael West | Retirement Account | N/A | N/A | | | Pension Benefit Equalization Plan | N/A | N/A |

  116. PENSION BENEFITS TABLE FOR 2024

    (1)The credited service for the Retirement Account and the PBEP is based on service from the date the individual became a participant in the plan. Individuals generally became participants in the applicable plan on the first day of the month coincident with or next following the completion of one year of service. For Mr. Tulenko, the date of participation in the Retirement Account is based on an earlier plan provision that provided for individuals to become participants on the January 1 or July 1 following the completion of one year of service. The Company provides retirement benefits to the Named Executive Officers under two defined benefit pension plans: the Retirement Account and the PBEP. Both of these pension plans have been closed to new participants since 2008. The Retirement Account is a broad-based, tax-qualified defined benefit pension plan. The PBEP is a non-tax-qualified defined benefit pension plan that restores benefits to participants that cannot be provided under the Retirement Account due to limitations under the federal income tax laws on the provision of benefits under tax-qualified defined benefit pension plans. The Retirement Account, together with the PBEP, has a “cash balance” design that provides retirement income based on a percentage of annual compensation that is credited to a notional account that is then credited with periodic interest credits. The PBEP is intended to comply with the requirements of Section 409A of the Internal Revenue Code and generally provides lump-sum distributions to terminated participants six months following termination from Moody’s. The assumptions made in computing the present value of the accumulated benefits of the Named Executive Officers, except as described in the following sentence, are incorporated herein by reference to the discussion of those assumptions under the heading “Pension and Other Retirement Benefits” in the Management’s Discussion and Analysis and Note 13 to the financial statements as contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 14, 2025. The assumed retirement age used in computing the present value of the accumulated benefits of the Named Executive Officers was age 65. The material terms in effect in 2024 of the Retirement Account and the PBEP are described below. Future benefit accruals under these plans (if any) are subject to change.

  117. PENSION BENEFITS TABLE FOR 2024

    | Moody’s Corporation | 67 | 2025 Proxy Statement |

  118. NON-QUALIFIED DEFERRED COMPENSATION TABLE (1)

    NON-QUALIFIED DEFERRED COMPENSATION TABLE (1) The following table sets forth information concerning the non-qualified deferred compensation of the Named Executive Officers in 2024.

  119. NON-QUALIFIED DEFERRED COMPENSATION TABLE (1)

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($) | | Robert Fauber | — | — | 70,485 | 433,574 | | Noémie Heuland | — | 6,100 | (41) | 3,659 | | Caroline Sullivan | — | 19,163 | 9,687 | 90,348 | | Richard Steele | 54,000 | 13,500 | 23,342 | 213,022 | | Stephen Tulenko | — | — | 53,201 | 542,483 | | Michael West | — | 80,812 | 60,165 | 666,778 |

  120. NON-QUALIFIED DEFERRED COMPENSATION TABLE (1)

    (1)Non-qualified deferred compensation earnings are included in the “Aggregate Earnings in Last Fiscal Year” column of this table. Company contributions to the accounts of the NEOs under the Company’s non-qualified Deferred Compensation Plan also are reflected in the "Vested and Unvested Company Contributions to Defined Contribution Plans" column of the table in footnote (6) to the Summary Compensation Table. Total contributions of $113,392 for Mr. Fauber, $200,823 for Mr. West and $125,609 for Mr. Tulenko were reported as compensation in the Company’s Summary Compensation Tables for prior years.

  121. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The information below reflects the amount of compensation that would become payable to each of the Named Executive Officers under certain existing plans and arrangements if the executive’s employment had terminated under the specified circumstances or if there had been a change in control, in each case, on December 31, 2024 (the last business day of 2024), given the Named Executive Officer’s compensation and, if applicable, based on the Company’s closing stock price on that date. These benefits are in addition to benefits that may be available to the executive prior to the occurrence of any termination of employment, including under exercisable stock options held by the executive, and benefits available generally to salaried employees, such as distributions under the Company’s tax-qualified defined contribution plan and distributions of accrued vacation pay. In addition, in connection with any event including or other than those described below, the Company may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of benefits described below, as the Company determines appropriate. For these purposes, a “change in control” is defined as: (i) the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of Moody’s Corporation possessing 50% or more of the total voting power of the stock of Moody’s Corporation, (ii) the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election, or (iii) the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. The actual amounts that would be paid upon each Named Executive Officer’s termination of employment can be determined only at the time of such executive’s separation from the Company. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than the amounts reported below. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the Named Executive Officer’s then current compensation.

  122. OTHER POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT

    OTHER POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT Unless otherwise provided in an applicable award agreement, the Company’s 2001 Stock Incentive Plan provides for the following vesting of outstanding stock options, RSUs and performance shares under certain circumstances as follows:

  123. CEO PAY RATIO

    CEO PAY RATIO

  124. CEO PAY RATIO

    | The Company believes that its compensation practices should motivate its employees to create stockholder value. The Compensation & Human Resources Committee reviewed a comparison of the 2024 CEO pay to the pay of the median compensated employee. | 159:1 CEO Pay Ratio |

  125. CEO PAY RATIO

    For 2024: •The annual total compensation of the median compensated employee was $106,708; •The annual total compensation of the CEO, as reported in the Summary Compensation Table, was $16,966,442; and •Based on this information, for 2024, the ratio of the annual total compensation of the CEO to the annual total compensation of the median compensated employee was 159:1. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect the employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. To identify the median employee as well as determine the median employee’s annual total compensation, the methodology and the material assumptions, adjustments and estimates that were used are as follows: •The Company considered the compensation of all Moody’s employees who were employed based on the Company’s internal records as of December 31, 2024. •To identify the Company’s median employee, the Company considered each employee’s: (i) base salary as of December 31, 2024; (ii) actual cash incentive paid in respect of services provided in 2024; and (iii) commissions paid during 2024. •To calculate the annual total compensation of the “median employee,” the elements of such employee’s compensation for 2024 were identified and calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. •With respect to the annual total compensation of the CEO, the amount reported in the “Total” column of the Summary Compensation Table on page 59 of this Proxy Statement was used.

  126. CEO PAY RATIO

    | Moody’s Corporation | 76 | 2025 Proxy Statement |

  127. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As discussed in the Compensation Discussion and Analysis above, the Compensation & Human Resources Committee has implemented an executive compensation program designed to link a substantial portion of each executive’s realized compensation to the achievement of Moody’s financial and operational objectives and to the individual executive’s performance as well as to align executives’ pay with changes in the value of stockholders’ investments. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation of the Company’s Named Executive Officers and the Company’s performance.

  128. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Raymond W. McDaniel, Jr. ($) | Compensation Actually Paid to Raymond W. McDaniel, Jr.($)(1)(2) | Summary Compensation Table Total for Robert Fauber ($) | Compensation Actually Paid to Robert Fauber ($)(1)(2) | Average Summary Compensation Total for Other NEOs ($)(3) | Average Compensation Actually Paid to Other NEOs ($)(1)(3) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | | | Moody’s Cumulative TSR ($) | Russell 3000 Financial Services Index Cumulative TSR ($) | Net Income ($millions) | MCO EPS for Compensation Purposes ($)(4) | | 2024 | — | — | 16,966,442 | 35,152,457 | 7,127,703 | 9,265,206 | 208 | 185 | 2,058 | 12.47 | | 2023 | — | — | 14,387,659 | 23,499,543 | 2,887,540 | 2,635,366 | 170 | 143 | 1,607 | 9.90 | | 2022 | — | — | 11,619,773 | (4,692,319) | 3,186,695 | (1,700,521) | 120 | 116 | 1,374 | 8.57 | | 2021 | — | — | 9,750,157 | 21,584,082 | 3,056,066 | 7,117,461 | 167 | 136 | 2,214 | 12.29 | | 2020 | 17,270,662 | 22,264,987 | — | — | 3,869,500 | 5,653,058 | 123 | 99 | 1,778 | 10.15 |

  129. PAY VERSUS PERFORMANCE

    (1)For each year, “Compensation Actually Paid” reflects the Summary Compensation Table (SCT) total for the CEO, and the average SCT total for the other NEOs, adjusted in accordance with SEC rules, as shown below for 2024. Information on adjustments for prior years are included in our 2024 Proxy Statement. As a result, “Compensation Actually Paid” does not reflect the value that was or may actually be realized by the NEOs. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values of RSUs did not materially differ from those disclosed at the time of the grant. In calculating the year-over-year change in the value of unvested option awards as well as the change in value to mid-year vesting dates, options were valued at each measurement date using a lattice model with the following inputs. •Stock price: based on the closing stock price on the measurement date. If a mid-year vesting date was not a trading day, the first trading day following the vesting date was used as the measurement date. If a fiscal year-end date was not a trading day (e.g., December 31, 2023), the most recent trading day prior to the fiscal year-end date was used (e.g., December 29, 2023). •Expected life: based on the original expected life established at grant date, as used for financial reporting purposes, with adjustments to reflect the amount by which the options were in-the-money / out-of-the-money on the relevant measurement date. •Stock price volatility: based on historical volatility for a trailing term to match the remaining contractual term as of each measurement date. •Risk-free rate: based on an interpolated U.S. Constant Maturity Treasury yield as of each measurement date. •Dividend yield: based on the yield as of each measurement date. In valuing performance share awards, we calculated the fair value of unearned or earned but unvested awards, based on probable and/or final payout factors, as of the relevant measurement date. (2)The amounts deducted and added in calculating the “Compensation Actually Paid” for Mr. Fauber for 2024 are as follows:

  130. PAY VERSUS PERFORMANCE

    | Moody’s Corporation | 77 | 2025 Proxy Statement |

  131. PAY VERSUS PERFORMANCE

    | | 2024 (Mr. Fauber) ($) | | Reported SCT Total Compensation | 16,966,442 | | Subtract: Equity Award Values Reported in the SCT | (12,699,940) | | Add: Year End Fair Value of Equity Awards Granted in the Year | 21,059,622 | | Add/Subtract: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 10,074,983 | | Add/Subtract: Change in Fair Value From Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | (104,277) | | Subtract: Pension Values Reported in the SCT | (240,561) | | Add: Pension Service Cost Attributable to Year | 96,188 | | Compensation Actually Paid | 35,152,457 |

  132. PAY VERSUS PERFORMANCE

    (3)For 2024, other NEOs include Messrs. Steele, Tulenko and West, and Ms Heuland and Ms Sullivan. For 2023, other NEOs include Messrs. Kaye, Goggins, Steele, Tulenko and West and Ms Sullivan. For 2022 and 2021, other NEOs include Messrs. Kaye, Goggins, Tulenko and West. For 2020, other NEOs include Messrs. Kaye, Fauber (when he served as Chief Operating Officer), Tulenko and West. The amounts deducted and added in calculating the average “Compensation Actually Paid” for the other NEOs for 2024 are as follows:

  133. PAY VERSUS PERFORMANCE

    | | 2024 ($) | | Average Reported SCT Total Compensation | 7,127,703 | | Subtract: Average Equity Award Values Reported in the SCT | (5,205,278) | | Add: Average Year End Fair Value of Equity Awards Granted in the Year | 6,380,619 | | Add/Subtract: Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 992,914 | | Add/Subtract: Average Change in Fair Value From Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | (10,021) | | Subtract: Average Pension Values Reported in the SCT | (54,252) | | Add: Average Pension Service Cost Attributable to Year | 33,521 | | Average Compensation Actually Paid | 9,265,206 |

  134. PAY VERSUS PERFORMANCE

    (4)MCO EPS for Compensation Purposes is the Company’s adjusted diluted EPS. The Company selected MCO EPS for Compensation Purposes as the company-selected measure because, as the main metric in the performance share program, it is the most important financial performance metric for executive compensation purposes. Refer to the Company’s Annual Reports on Form 10-K filed in respect of the years ended December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024, for a reconciliation of diluted EPS to adjusted diluted EPS. As illustrated in the table above and the charts below, the “Compensation Actually Paid” (calculated as required under SEC rules) for the Company’s Named Executive Officers over the past four fiscal years has directionally aligned with the Company’s TSR, net income and MCO EPS for Compensation Purposes. For 2022, “Compensation Actually Paid” is a negative number for both Mr. Fauber and the average of the other NEOs. Principally this reflects the impact of the change in Moody’s share price between December 31, 2021, and December 31, 2022 as well as updates to the anticipated performance share payout factors between fiscal year-ends.

  135. PAY VERSUS PERFORMANCE

    | Moody’s Corporation | 78 | 2025 Proxy Statement |

  136. PAY VERSUS PERFORMANCE

    Along with Compensation Actually Paid, the chart below outlines our one-year, two-year, three-year, four-year and five-year TSR as compared to the one-year, two-year, three-year, four-year and five-year TSR of the Russell 3000 Financial Services Index. In each case, TSR is measured starting from December 31, 2019: The chart below illustrates the relationship between Compensation Actually Paid and Moody’s net income.

  137. PAY VERSUS PERFORMANCE

    | Moody’s Corporation | 79 | 2025 Proxy Statement |

  138. PAY VERSUS PERFORMANCE

    The chart below illustrates the relationship between Compensation Actually Paid and MCO EPS for Compensation Purposes. (1)Reflects Moody’s “MCO EPS For Compensation Purposes” Moody’s Compensation Actually Paid is impacted by the Company’s TSR in that 79% of Mr. Fauber’s target total compensation and 61% for the Non-PEO NEOs in 2024, on average (excluding Ms Sullivan, whose pay is reflective of her roles as Chief Accounting Officer and Corporate Controller in 2024) is in equity-based compensation, including stock options, RSUs, and performance shares, which increase or decrease in value tied to the performance of the Company’s stock price. In addition, Moody’s earnings performance, as measured with respect to MCO EPS for Compensation Purposes performance goals is the most heavily weighted of several performance measures that determine incentive compensation payouts for the performance share awards granted under the long-term equity incentive compensation program. Moody’s incentive compensation is not currently determined based on TSR performance relative to a peer group or market index. Net Income is not directly included in any of our incentive plans, but it is related to MCO EPS for Compensation Purposes, which is the primary measure in the performance share program. The Compensation & Human Resources Committee carefully monitors and selects the performance metrics used under Moody’s executive compensation programs each year. Set forth below are those metrics that the Company believes represent the most important performance measures used to link Compensation Actually Paid to the NEOs to Company performance for 2024. Together, these metrics represent a balance of financial and operational factors that Moody’s considers to be key to its business success.

  139. PAY VERSUS PERFORMANCE

    | Performance Measure | | MIS Operating Income | | MA Operating Income | | MA ARR | | MCO EPS for Compensation Purposes | | MA Cumulative Revenue | | MIS Ratings Performance |

  140. PAY VERSUS PERFORMANCE

    | Moody’s Corporation | 80 | 2025 Proxy Statement |