DEF 14A of Morgan Stanley
Filed Apr 6, 2023 · FY20220001140361-23-016930
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Name, Age, Independence | Occupation highlights | Director since | Other current U.S.-listed public boards | | Morgan Stanley Committees | | | | | | | | | | | A | CMDS | G&S | O&T | R | | Alistair Darling, 69 Independent | Former Chancellor of the Exchequer for the U.K. | 2016 | | None | M | | | | M | | Thomas H. Glocer, 63 Independent Lead Director | Former CEO of Thomson Reuters Corporation | 2013 | - | Merck & Co., Inc. | | M | M | | | | James P. Gorman, 64 | Chairman of the Board and CEO of Morgan Stanley | 2010 | | None | | | | | | | Robert H. Herz, 69 Independent | Former Partner of PricewaterhouseCoopers LLP (PwC); Former Chair of Financial Accounting Standards Board | 2012 | - | Federal National Mortgage Association (Fannie Mae) | C | | M | | | | | | | - | Workiva Inc. | | | | | | | Erika H. James, 53 Independent | Dean of the Wharton School at the University of Pennsylvania | 2022 | - | Momentive Global Inc. (Momentive) | | | M | | | | Hironori Kamezawa, 61 Non-Management | President and Group CEO of Mitsubishi UFJ Financial Group, Inc. (MUFG) | 2021 | - | MUFG | | | | | M | | Shelley B. Leibowitz, 62 Independent | Former Group Chief Information Officer (CIO) for the World Bank and CIO of several financial services firms | 2020 | - | Elastic NV (Elastic) | M | | | M | | | Stephen J. Luczo, 66 Independent | Former CEO and Chair of Seagate Technology plc (Seagate) | 2019 | - | AT&T Inc. | | M | | M | | | Jami Miscik, 64 Independent | CEO of Global Strategic Insights; Former CEO and Vice Chair of Kissinger; Former Deputy Director for Intelligence at the Central Intelligence Agency | 2014 | - | General Motors Company | | | | C | M | | | | | - | HP Inc. | | | | | | | Masato Miyachi, 62 Non-Management | Advisor of MUFG Bank, Ltd. (MUFG Bank) and Mitsubishi UFJ Securities Holdings Co., Ltd. | 2022 | | None | | | | M | | | Dennis M. Nally, 70 Independent | Former Chair of PricewaterhouseCoopers International Ltd. | 2016 | - | AmerisourceBergen Corporation | M | C | | | | | Mary L. Schapiro, 67 Independent | Vice Chair for Global Public Policy and Special Advisor to Founder and Chair of Bloomberg, L.P. | 2018 | - | CVS Health Corporation | | | M | | | | Perry M. Traquina, 67 Independent | Former CEO and Managing Partner of Wellington Management Company LLP | 2015 | - | The Allstate Corporation | | | | M | C | | | | | - | eBay Inc. | | | | | | | Rayford Wilkins, Jr., 71 Independent | Former CEO of Diversified Businesses of AT&T Inc. | 2013 | - | Caterpillar Inc. | | M | C | | | | | | | - | Valero Energy Corporation | | | | | | | Note: Director ages are as of the date of the annual meeting. | | | | | | | | | |
DIRECTOR NOMINEES
| A: Audit Committee | G&S: Governance and Sustainability Committee | C: Chair | | CMDS: Compensation, Management Development and Succession Committee | O&T: Operations and Technology Committee R: Risk Committee | M: Member |
DIVERSE AND INTERNATIONAL BOARD*
DIVERSE AND INTERNATIONAL BOARD*
DIVERSE AND INTERNATIONAL BOARD*
| * Data and metrics are as of the date of the annual meeting and are based on characteristics self-identified by each director nominee. |
DIVERSE AND INTERNATIONAL BOARD*
Director Nominees The Board has nominated the following 14 director nominees for election at the 2023 annual meeting of shareholders. The Board believes that, in totality, the mix of experience and qualifications and the diversity of attributes and skills among the nominees enhances our Board’s effectiveness and is aligned with the Company’s long-term strategy. Our directors have a combined wealth of leadership experience derived from extensive service guiding large, complex organizations as executive leaders or board members and in government, academia and public policy, and possess a diversity of qualifications, attributes and skills applicable to our business and long-term strategy. The Board stands for election at each annual meeting of shareholders. Each director holds office until his or her successor has been duly elected and qualified or the director’s earlier resignation, death or removal. Each nominee has indicated that he or she will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election, but if that happens, your proxy may be voted for another person nominated by the Board or the Board may reduce the number of directors to be elected. In the biographical information for each director nominee that follows, the ages indicated are as of the date of the annual meeting and all other information is current as of the date of the filing of this proxy statement.
DIVERSE AND INTERNATIONAL BOARD*
| | Alistair Darling, 69 Independent Director Director Since: 2016 Morgan Stanley Committees: • Audit • Risk |
DIVERSE AND INTERNATIONAL BOARD*
| | Thomas H. Glocer, 63 Independent Lead Director Director Since: 2013 Morgan Stanley Committees: • CMDS • Governance and Sustainability |
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | Mr. Darling’s service as a former member of the British Parliament and as Chancellor of the Exchequer brings to the Board strong leadership, risk management, public policy and regulatory experience, as well as insight into both the global economy and the global financial system. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | Member of the House of Lords from December 2015 to July 2020. Previously a member of the British Parliament, serving as a member of the House of Commons from 1987 to 2015. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Held several leadership positions in the U.K. government, including as Chancellor of the Exchequer from 2007 to 2010, Secretary of State for Trade and Industry from 2006 to 2007, Secretary of State for Scotland from 2003 to 2006, Secretary of State for Transport from 2002 to 2006, Secretary of State for Social Security/Work and Pensions from 1998 to 2002 and Chief Secretary to the Treasury from 1997 to 1998. |
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | Mr. Glocer’s leadership positions, including in his capacity as Independent Lead Director appointed by our independent directors and as CEO of Thomson Reuters Corporation, bring to the Board extensive management experience as well as finance, operational and technology experience and an international perspective. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | Founder of Angelic Ventures, LP (Angelic), a family office focusing on early-stage investments in financial technology, cyber defense and media, and Managing Partner of Angelic since 2012. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Served as CEO of Thomson Reuters Corporation, a news and information provider for businesses and professionals, from April 2008 through December 2011 and as CEO of Reuters Group PLC from July 2001 to April 2008. Joined Reuters Group PLC in 1993 and served in a variety of executive roles before being named CEO. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Mergers and acquisitions lawyer at the law firm of Davis Polk & Wardwell LLP from 1984 to 1993. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Merck & Co., Inc. |
DIVERSE AND INTERNATIONAL BOARD*
| | James P. Gorman, 64 Chairman Director Since: 2010 |
DIVERSE AND INTERNATIONAL BOARD*
| | Robert H. Herz, 69 Independent Director Director Since: 2012 Morgan Stanley Committees: • Audit (Chair) • Governance and Sustainability |
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | As CEO of the Company, Mr. Gorman is a proven leader with an established record as a strategic thinker backed by strong operating, business development and execution skills who brings to the Board an extensive understanding of Morgan Stanley’s businesses and decades of financial services, and risk management experience. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | Chairman of the Board and CEO of Morgan Stanley since January 2012. President and CEO from January 2010 through December 2011. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Co-President of Morgan Stanley from December 2007 to December 2009, Co-Head of Strategic Planning from October 2007 to December 2009 and President and Chief Operating Officer of Wealth Management from February 2006 to April 2008. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Joined Merrill Lynch & Co., Inc. (Merrill Lynch) in 1999 and served in various positions, including Chief Marketing Officer, Head of Corporate Acquisitions Strategy and Research in 2005 and President of the Global Private Client business from 2002 to 2005. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Prior to joining Merrill Lynch, was a senior partner at McKinsey & Co., serving in the firm’s financial services practice. Earlier in his career, was an attorney in Australia. |
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | Mr. Herz brings to the Board extensive and global regulatory, public accounting, financial reporting, risk management, sustainability and financial services experience through his private and public roles, including as Chair of the Financial Accounting Standards Board. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | President of Robert H. Herz LLC, providing consulting services on financial reporting and other matters, since September 2010. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Director of the International Foundation for Valuing Impacts since June 2022. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Member of the Transition Advisory Group, advising the IFRS Foundation Trustees and the International Sustainability Standards Board (ISSB), and the Integrated Reporting and Connectivity Council, advising the ISSB and International Accounting Standards Board, each since August 2022. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Director of the Value Reporting Foundation Board from June 2021 to August 2022, and the Sustainability Accounting Standards Foundation Board from October 2014 to June 2021. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Chair of the Financial Accounting Standards Board from July 2002 to September 2010, and a part-time member of the International Accounting Standards Board from January 2001 to June 2002. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Member of the Standing Advisory Group of the Public Company Accounting Oversight Board from 2012 to 2020, and served on the Accounting Standards Oversight Council of Canada from 2011 to March 2017. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Partner of PwC, an accounting firm, from 1985 to 2002. |
DIVERSE AND INTERNATIONAL BOARD*
Federal National Mortgage Association (Fannie Mae) and Workiva Inc.
DIVERSE AND INTERNATIONAL BOARD*
| | Erika H. James, 53 Independent Director Director Since: 2022 Morgan Stanley Committees: • Governance and Sustainability |
DIVERSE AND INTERNATIONAL BOARD*
| | Hironori Kamezawa, 61 Non-Management Director Director Since: 2021 Morgan Stanley Committees: • Risk |
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | As the Dean of the Wharton School at the University of Pennsylvania, Ms. James brings to the Board strong management and strategy experience as a leading expert in crisis leadership and workplace diversity. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | Dean of the Wharton School at the University of Pennsylvania since July 2020. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Dean of Emory University’s Goizueta Business School from July 2014 to May 2020. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Senior Associate Dean for Executive Education at Darden School of Business, University of Virginia from January 2012 to July 2014. |
DIVERSE AND INTERNATIONAL BOARD*
| • | President of the Institute for Crisis Management, a consulting and research organization for crisis preparedness and response, from November 2012 to June 2014. |
DIVERSE AND INTERNATIONAL BOARD*
Other U.S. Listed Public Company Boards: Momentive
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | Mr. Kamezawa brings to the Board global leadership as well as over 35 years of international banking experience and financial services, risk management, digital transformation and information technology expertise, including as President and Group CEO at MUFG and its associated companies. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | President and Group CEO of MUFG since April 2020, and Director of MUFG since June 2019. Director of MUFG Bank since June 2017. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Deputy President of MUFG from April 2019 to March 2020, and Deputy President of MUFG Bank from April 2019 to March 2020. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Chair of Global Open Network Japan, Inc., a joint venture between MUFG and Akamai Technologies, Inc. focused on blockchain payment network services, since April 2020. CEO and Representative Director from December 2018 to March 2020. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Chief Digital Transformation Officer from May 2017 to March 2020, Chief Operating Officer from April 2019 to March 2020, Chief Information Officer from May 2017 to March 2019, and Chief Data Officer of MUFG from May 2016 to May 2017. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Deputy CEO of MUFG Americas and Chief Risk Officer for the Americas, based in New York, from May 2014 to May 2016. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Numerous senior-level positions in Japan since joining The Mitsubishi Bank, Limited (now MUFG Bank) in April 1986, including the Global Markets Planning Division and Credit Policy and Planning Division. |
DIVERSE AND INTERNATIONAL BOARD*
MUFG
DIVERSE AND INTERNATIONAL BOARD*
| | Shelley B. Leibowitz, 62 Independent Director Director Since: 2020 Morgan Stanley Committees: • Audit • Operations and Technology |
DIVERSE AND INTERNATIONAL BOARD*
| | Stephen J. Luczo, 66 Independent Director Director Since: 2019 Morgan Stanley Committees: • CMDS • Operations and Technology |
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | Ms. Leibowitz brings to the Board extensive leadership in technology and financial services, with expertise in digital transformation, innovation programs, information technology portfolio and risk management, and information security as well as international perspective. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | President of SL Advisory since 2016, which provides advice and insights in innovation and digital transformation, information technology portfolio and risk management, digital trust, performance metrics, and effective governance. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Served as director of E*TRADE from December 2014 until its acquisition by Morgan Stanley in October 2020. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Served as Group Chief Information Officer for the World Bank from 2009 to 2012. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Previously held Chief Information Officer positions at Morgan Stanley, Greenwich Capital Markets, Barclays Capital, and Investment Risk Management. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Member of the Council on Foreign Relations, the New York Board of the National Association of Corporate Directors, and serves on the Visiting Committee of the Center for Development Economics at Williams College. |
DIVERSE AND INTERNATIONAL BOARD*
Other U.S. Listed Public Company Boards: Elastic Other U.S. Listed Public Company Boards in the Past Five Years: AllianceBernstein Holding L.P. and E*TRADE (prior to its acquisition by Morgan Stanley)
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | As the former CEO and Chair of Seagate, Mr. Luczo brings to the Board extensive global strategic leadership experience with expertise in information technology and technology disruption. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | Managing Partner at Crosspoint Capital Partners, L.P., a private equity investment firm focused on the cybersecurity and privacy sectors, since February 2020. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Director of Seagate, a California-based leading provider of data storage technology and solutions, from 2002 to October 2021. Chair of the Board from 2002 to July 2020, and Executive Chair from October 2017 to October 2018. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Served as CEO of Seagate from January 2009 to October 2017 and from July 1998 to July 2004. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Also served as President and Chief Operating Officer of Seagate from September 1997 to July 1998. First joined Seagate in October 1993 as Senior Vice President of Corporate Development. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Senior Managing Director of Global Technology Group of Bear, Stearns & Co. Inc., from February 1992 to October 1993. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Investment Banker at Salomon Brothers from 1984 to 1992. |
DIVERSE AND INTERNATIONAL BOARD*
Other U.S. Listed Public Company Boards: AT&T Inc. Seagate
DIVERSE AND INTERNATIONAL BOARD*
| | Jami Miscik, 64 Independent Director Director Since: 2014 Morgan Stanley Committees: • Operations and Technology (Chair) • Risk |
DIVERSE AND INTERNATIONAL BOARD*
| | Masato Miyachi, 62 Non-Management Director Director Since: 2022 Morgan Stanley Committees: • Operations and Technology |
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | Ms. Miscik brings to the Board extensive leadership in navigating geopolitical, macroeconomic and technology risks through her private and public roles, including her experience as CEO and Vice Chair of Kissinger and her service with the Central Intelligence Agency, as well as financial services experience. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | CEO of Global Strategic Insights, a private consulting firm focused on advising on geopolitical issues, since July 2022. |
DIVERSE AND INTERNATIONAL BOARD*
| • | CEO and Vice Chair of Kissinger, a New York-based strategic international consulting firm that assesses and navigates emerging market geopolitical and macroeconomic risks for its clients, from March 2017 to June 2022. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Co-CEO and Vice Chair of Kissinger from 2015 to 2017 and President and Vice Chair of Kissinger from 2009 to 2015. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Global Head of Sovereign Risk at Lehman Brothers from 2005 to 2008. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Central Intelligence Agency from 1983 to 2005, serving as Deputy Director for Intelligence from 2002 to 2005. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Co-Chair of the President’s Intelligence Advisory Board from 2014 to 2017 and served as Senior Advisor for Geopolitical Risk at Barclays Capital. |
DIVERSE AND INTERNATIONAL BOARD*
Other U.S. Listed Public Company Boards: General Motors Company and HP Inc.
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | Mr. Miyachi brings to the Board over 35 years of international banking experience and financial services, risk management and sustainability expertise, including in his various senior roles across MUFG Bank and its associated companies. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | Advisor of MUFG Bank and Mitsubishi UFJ Securities Holdings since June 2022. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Deputy President of MUFG Bank from April 2019 to June 2022. Director of MUFG Bank from June 2018 to June 2022. Chief Executive of Global Corporate and Investment Banking Group from April 2018 to March 2022. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Chairman of MUFG Americas Holdings Corporation from May 2017 to April 2020. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Co-Chief Executive of the Global Business Unit for MUFG Bank Americas and Europe, the Middle East and Africa (EMEA) from May 2017 to April 2018. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Deputy Regional Executive for the MUFG Bank Americas from May 2016 to May 2017 and Regional Executive for MUFG Bank EMEA from May 2014 to May 2016. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Numerous senior-level positions since joining The Bank of Tokyo, Ltd. (now MUFG Bank) in April 1984, including in Mergers and Acquisitions Advisory, Structured Finance, Corporate Strategy and Investment Banking. |
DIVERSE AND INTERNATIONAL BOARD*
| | Dennis M. Nally, 70 Independent Director Director Since: 2016 Morgan Stanley Committees: • Audit • CMDS (Chair) |
DIVERSE AND INTERNATIONAL BOARD*
| | Mary L. Schapiro, 67 Independent Director Director Since: 2018 Morgan Stanley Committees: • Governance and Sustainability |
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | Mr. Nally brings to the Board over 40 years of global regulatory, public accounting and financial reporting experience, including through his role as Chair of PricewaterhouseCoopers International Ltd., as well as extensive technology, and risk management experience. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | Chair of PricewaterhouseCoopers International Ltd., the coordinating and governance entity of the PwC network, from 2009 to July 2016. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Chair and Senior Partner of the U.S. firm of PwC from May 2002 to June 2009. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Joined PwC in 1974 and became a partner in 1985, serving in numerous leadership positions within PwC, including National Director of Strategic Planning, Audit and Business Advisory Services Leader and Managing Partner. |
DIVERSE AND INTERNATIONAL BOARD*
Other U.S. Listed Public Company Boards: AmerisourceBergen Corporation
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | Ms. Schapiro’s leadership experience, including at the SEC, FINRA and the CFTC, brings to the Board extensive legal and regulatory compliance, finance, risk management, and public policy and government affairs experience as well as markets, financial services and ESG perspective. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | Vice Chair for Global Public Policy and Special Advisor to the Founder and Chair of Bloomberg L.P. since October 2018. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Vice Chair of the Advisory Board of Promontory Financial Group LLC (Promontory), a leading strategy, risk management and regulatory compliance firm, from January 2014 through 2018. Managing Director of Promontory from April 2013 to January 2014. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Vice Chair of the Value Reporting Foundation Board from June 2021 to August 2022, and the Sustainability Accounting Standards Foundation Board from May 2014 to June 2021. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Chair of the Securities and Exchange Commission (SEC) from January 2009 to December 2012. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Chair and CEO of the Financial Industry Regulatory Authority (FINRA), from 2006 to 2008, and served in numerous other key executive positions at FINRA and its predecessor from 1996 to 2006, including Vice Chair and President of NASD Regulation. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Chair of the Commodity Futures Trading Commission (CFTC) from 1994 to 1996. |
DIVERSE AND INTERNATIONAL BOARD*
Other U.S. Listed Public Company Boards: CVS Health Corporation General Electric Company
DIVERSE AND INTERNATIONAL BOARD*
| | Perry M. Traquina, 67 Independent Director Director Since: 2015 Morgan Stanley Committees: • Operations and Technology • Risk (Chair) |
DIVERSE AND INTERNATIONAL BOARD*
| | Rayford Wilkins, Jr., 71 Independent Director Director Since: 2013 Morgan Stanley Committees: • CMDS • Governance and Sustainability (Chair) |
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | Mr. Traquina brings to the Board extensive senior executive, financial services, regulatory and risk management experience, as well as investor perspective, sustainability and market knowledge from his over 30 years at the global investment management firm Wellington. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | Chair, CEO and Managing Partner of Wellington Management Company LLP (Wellington), a global, multi-asset investment management firm, serving from 2004 through June 2014 as CEO and Managing Partner and from 2004 through December 2014 as Chair. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Partner, Senior Vice President and Director of Global Research at Wellington from 1998 to 2002 and President from 2002 to 2004. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Joined Wellington in 1980 and served in a number of executive roles before being named Chair, CEO and Managing Partner. |
DIVERSE AND INTERNATIONAL BOARD*
Other U.S. Listed Public Company Boards: The Allstate Corporation and eBay Inc.
DIVERSE AND INTERNATIONAL BOARD*
| Qualifications, Attributes and Skills: | | Mr. Wilkins brings to the Board extensive leadership, risk management, technology and operational experience, as well as international perspective, through the various management positions he held at AT&T, as well as an ESG perspective. |
DIVERSE AND INTERNATIONAL BOARD*
Professional Experience:
DIVERSE AND INTERNATIONAL BOARD*
| • | CEO of Diversified Businesses of AT&T Inc. (AT&T), the telecommunications company, responsible for international investments, AT&T Interactive, AT&T Advertising Solutions and Customer Information Services from October 2008 to March 2012. |
DIVERSE AND INTERNATIONAL BOARD*
| • | During his career, he served in numerous other management roles at AT&T, including as Group President and CEO of SBC Enterprise Business Services, Group President of SBC Marketing and Sales, and President and CEO of Pacific Bell Telephone Company and Nevada Bell Telephone Company. |
DIVERSE AND INTERNATIONAL BOARD*
| • | Began his career at Southwestern Bell Telephone in 1974. |
DIVERSE AND INTERNATIONAL BOARD*
Other U.S. Listed Public Company Boards: Caterpillar Inc. and Valero Energy Corporation Our Board unanimously recommends that you vote “FOR” the election of all of the director nominees. Proxies solicited by the Board will be voted “FOR” each nominee unless otherwise instructed. Corporate Governance Practices Morgan Stanley is committed to best-in-class governance practices, which are embodied in our Corporate Governance Policies available at www.morganstanley.com/about-us-governance (which webpage and policies are not incorporated by reference in this proxy statement). The Board initially adopted the Corporate Governance Policies in 1995 and reviews and approves them, and the Board committee charters, at least annually to ensure they reflect evolving best practices and regulatory requirements, including the New York Stock Exchange (NYSE) corporate governance listing standards. The governance practices highlighted below are reflected in the Corporate Governance Policies, our bylaws and our committee charters, as applicable.
Director Compensation
Director Compensation Our director compensation program is guided by three goals: compensation should fairly pay directors for work required in a company of our size and scope; compensation should align directors’ interests with the long-term interests of shareholders; and the structure of compensation should be easy for shareholders to understand. The Board believes that a director’s total compensation should include a significant equity component because it believes that this more closely aligns the long-term interests of directors with those of shareholders and provides a continuing incentive for directors to foster the Company’s success. In furtherance of these goals, our directors are bound by a shareholder-approved annual compensation (cash and equity) limit of $750,000 and an equity ownership requirement of five times the annual cash Board retainer (as described in more detail below under “Director Equity Ownership Requirement”). Directors’ compensation is determined by the Board, and the Governance and Sustainability Committee makes recommendations to the Board based on periodic benchmarking assessments and advice received from FW Cook, its independent advisor. In 2022, the Governance and Sustainability Committee evaluated the independence of FW Cook and affirmatively determined that FW Cook is independent and that FW Cook’s engagement by the Governance and Sustainability Committee does not raise any conflict of interest. In 2022, FW Cook conducted a customized review of the design and pay levels of our director compensation program compared to competitive market practices. Effective November 1, 2022, based on the recommendation of the Governance and Sustainability Committee following its review with FW Cook, the Board increased the value of the annual equity award by $10,000, the annual Board retainer by $20,000, the annual Independent Lead Director retainer by $50,000, and the annual chair retainers for all committees except the Audit and Risk Committees by $5,000. The Board also eliminated all committee member fees. The following table contains information with respect to the annual compensation (including deferred compensation) of our non-employee directors earned during 2022 with respect to their Board service.
Director Compensation
| Director(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Elizabeth Corley | 23,750 | — | — | 19,925(5) | 43,675 | | Alistair M. Darling | 108,333 | 250,000 | — | — | 358,333 | | Thomas H. Glocer | 166,667 | 250,000 | — | — | 416,667 | | Robert H. Herz | 135,833 | 250,000 | — | — | 385,833 | | Nobuyuki Hirano | — | — | — | 21,983(5) | 21,983 | | Erika H. James | 94,583 | 333,333 | — | — | 427,916 | | Shelley B. Leibowitz | 108,333 | 250,000 | — | — | 358,333 | | Stephen J. Luczo | 108,333 | 250,000 | — | — | 358,333 | | Jami Miscik | 121,667 | 250,000 | — | — | 371,667 | | Dennis M. Nally | 121,667 | 250,000 | — | — | 371,667 | | Mary L. Schapiro | 95,833 | 250,000 | — | — | 345,833 | | Perry M. Traquina | 135,833 | 250,000 | — | — | 385,833 | | Rayford Wilkins, Jr. | 121,667 | 250,000 | — | — | 371,667 |
Director Compensation
| * Ms. Corley concluded service on the Board effective April 21, 2022, and Mr. Hirano concluded service on the Board effective May 26, 2022, the date of the 2022 annual meeting of shareholders. Ms. James and Mr. Miyachi were elected to the Board effective January 1, 2022 and May 26, 2022, respectively. |
Director Compensation
| (1) Messrs. Gorman, Hirano, Kamezawa, and Miyachi received no compensation during 2022 for Board service, other than the departure-related charitable contribution and nominal gift provided to Mr. Hirano as described in footnote 5 below. |
Director Compensation
| (2) Represents the portion of the annual Board and Board committee retainers earned, whether paid in cash or deferred at the director’s election, during 2022. Cash retainers for service on the Board and Board committees during the 2022 service period are paid semi-annually in arrears for the period beginning at the 2022 annual meeting of shareholders (May 26, 2022) and concluding at the 2023 annual meeting of shareholders (May 19, 2023). Amounts in the table represent cash retainers earned for a portion of the 2021 service period (January 1, 2022 to May 25, 2022) and cash retainers earned for a portion of the 2022 service period (May 26, 2022 to December 31, 2022). |
Director Compensation
The following table sets forth the annual retainers payable with respect to service on the Board in 2022, including the revised annual retainer which became effective as of November 1, 2022. Retainers are prorated when a director joins or leaves the Board or a committee at any time other than at the annual meeting of shareholders, and no retainers are paid for the year of election if the director is elected to the Board less than 60 days prior to the annual meeting of shareholders. Directors do not receive meeting fees.
Director Compensation
| Position | Annual Retainer (Effective through Oct 2022) ($) | Annual Retainer (Effective Nov 2022) ($) | | Board Member | 80,000 | 100,000 | | Independent Lead Director | 50,000 | 100,000 | | Committee Chairs | | | | Audit and Risk Committees | 40,000 | 40,000 | | All Other Committees | 25,000 | 30,000 | | Committee Members | 15,000 | -- |
Director Compensation
Directors can elect to receive their retainers on a current basis in cash or on a deferred basis under the shareholder-approved Directors’ Equity Capital Accumulation Plan (DECAP) in the form of deferred stock units (Elective Units). Elective Units are not subject to vesting or cancellation. Ms. Corley, Messrs. Glocer and Luczo, Ms. Schapiro, and Mr. Traquina deferred their cash retainers earned in 2022 into Elective Units under DECAP. Elective Units in lieu of cash retainers earned for the second half of the 2021 service period were granted in arrears on June 1, 2022, except that Ms. Corley’s Elective Units were granted and converted to shares of the Company’s common stock on April 21, 2022, the effective date of her conclusion of service on the Board. Elective Units in lieu of cash retainers earned for the first half of the 2022 service period were granted in arrears on December 1, 2022. The number of Elective Units granted on each applicable grant date is based on the volume-weighted average price (VWAP) of the Company’s common stock on the grant date as follows: $90.3906 on April 21, 2022; $84.9010 on June 1, 2022; and $92.8130 on December 1, 2022.
Director Compensation
| (3) Represents the aggregate grant date fair value of the annual stock unit award granted on June 1, 2022 for the 2022 service period. With respect to Ms. James, the amount also includes the prorated initial stock unit award granted on February 1, 2022, in connection with her election to the Board. The aggregate grant date fair value of the stock unit awards is based on the VWAP of the Company’s common stock on the applicable grant dates as follows: $84.9010 for the annual stock awards and $103.3912 for Ms. James’ initial stock unit award. For further information on the valuation of these stock units, see notes 2 and 20 to the consolidated financial statements included in the 2022 Form 10-K. |
Director Compensation
Under DECAP, directors receive an equity award upon initial election to the Board (provided that they are elected to the Board no less than 60 days prior to the annual meeting) and an equity award annually thereafter on the first day of the month following the annual meeting of shareholders. Initial and annual equity awards are granted 50% in the form of stock units that do not become payable until the director concludes service on the Board (Career Units) and 50% in the form of stock units payable on the first anniversary of grant (Current Units). Effective as of November 1, 2022, the grant date fair value of the annual equity award and initial equity award is $260,000 (increased from $250,000), with the initial equity award prorated for service until the next annual meeting. The initial equity award is fully vested upon grant and the annual equity award is subject to monthly vesting until the one-year anniversary of the grant date. Directors may elect to extend deferral of their Career Units and Current Units beyond the scheduled payment date, subject to specified limitations.
Director Compensation
| (4) The following table sets forth the aggregate number of shares underlying DECAP stock units held by each director at December 31, 2022. |
Director Compensation
| Name | Stock Units (#) | | Elizabeth Corley | 2,988 | | Alistair M. Darling | 24,428 | | Thomas H. Glocer | 93,145 | | Robert H. Herz | 63,995 | | Erika H. James | 3,821 | | Shelley B. Leibowitz | 6,024 | | Stephen J. Luczo | 10,921 | | Jami Miscik | 30,593 | | Dennis M. Nally | 19,445 | | Mary L. Schapiro | 24,516 | | Perry M. Traquina | 68,905 | | Rayford Wilkins, Jr. | 35,812 |
Director Compensation
| (5) At the conclusion of Ms. Corley’s service on the Board, the Company made a charitable contribution of £15,000 in Ms. Corley’s honor and also presented Ms. Corley with a gift of nominal value. At the conclusion of Mr. Hirano’s service on the Board, the Company made a charitable contribution of ¥2.5 million in Mr. Hirano’s honor and also presented Mr. Hirano with a gift of nominal value. The amount of British pounds was converted to U.S. dollars using the 2022 average of daily spot rates of £1 to $1.2363 and the amount of Japanese yen was converted to U.S. dollars using the 2022 average of daily spot rates of ¥1 to $0.0076. |
INDIVIDUAL PERFORMANCE
| James P. Gorman Chief Executive Officer | • Demonstrated outstanding leadership of the Company’s long-term strategy, core-values, and culture during a challenging economic and market environment | | | • Ongoing leadership of the Company’s execution of the successful integrations of E*TRADE and Eaton Vance | | | • Delivered solid financial results, showing resilience to adverse markets, and performing as intended due to the Company’s balanced business model, which allowed for growth and prudent capital management | | | • Continued to increase returns to shareholders by increasing the quarterly dividend to $0.775, with total dividends paid of $5.1 billion in 2022, and repurchasing $9.9 billion in shares in 2022; however, overall total shareholder return for 2022 was down | | | • Achieved full-year ROTCE of 15.3% and an Expense Efficiency Ratio of 73%; however, performance for 2022 was not as strong as the prior year in which the Company achieved record financial results | | | • The standardized CET1 Ratio at December 31, 2022 was 15.3%, 200bps above our risk-based capital regulatory minimum and evidence of our prudent capital management | | | • Maintained focus on risk and control framework, including enhancements to core controls | | | • Made thoughtful changes to further the development of members of senior leadership and key changes to the senior leadership structure | | | • Continued the Company’s commitment to diversity and inclusion by driving workforce diversity, investing in underserved communities, and enhancing engagement with diverse-led businesses | | Sharon Yeshaya Chief Financial Officer | • Successfully completed first full year as Chief Financial Officer, continuing to provide strong leadership of the Company’s Finance function, with an emphasis on managing expenses and optimizing workforce strategy | | | • Led strategic Company-wide focus of resource and capital management in a challenging environment through rigorous financial analysis and robust budgeting process | | | • Effectively managed the Company’s liquidity/balance sheet during volatile market activity | | | • Sustained emphasis on maintaining and enhancing a strong control environment | | | • Continued to actively engage with research analysts, media, shareholders, regulators, and clients globally to clearly and effectively communicate the Company’s strategy | | | • Maintained a strong focus on building an inclusive culture with regular participation in recruitment, diversity efforts, and mentorship throughout the Company |
4.1 Compensation Decisions
| | Mr. Gorman | Ms. Yeshaya | Mr. Pick | Mr. Saperstein | Mr. Simkowitz | | 1. Base Salary | $1,500,000 | $1,000,000 | $1,000,000 | $1,000,000 | $1,000,000 | | 2. Cash Bonus | $7,500,000 | $3,937,500 | $8,662,500 | $7,612,500 | $6,737,500 | | 3. Deferred Equity Award (RSUs)(a) | $4,500,000 | $2,812,500 | $5,962,500 | $5,062,500 | $6,012,500 | | 4. 2023–2025 Performance-Vested LTIP Award(b) | $18,000,000 | $2,250,000 | $7,875,000 | $6,825,000 | $4,250,000 | | Total (sum of rows 1-4): | $31,500,000 | $10,000,000 | $23,500,000 | $20,500,000 | $18,000,000 |
4.1 Compensation Decisions
| (a) Mr. Gorman received 46,397 RSUs, Ms. Yeshaya received 28,998 RSUs, Mr. Pick received 61,477 RSUs, Mr. Saperstein received 52,197 RSUs and Mr. Simkowitz received 61,992 RSUs (in each case, calculated using the volume-weighted average price of Company common stock of $96.9873 on January 18, 2023, the grant date). The RSUs are scheduled to vest and convert to shares of Company common stock (and cancellation provisions lift) on January 27, 2026, except that 50% of Mr. Gorman’s RSU award is scheduled to vest and convert to shares on January 27, 2025, consistent with his deferral schedule for his 2021 compensation. |
4.1 Compensation Decisions
| (b) The target number of performance stock units underlying the LTIP award granted to Mr. Gorman is 185,590 stock units, to Ms. Yeshaya is 23,198 stock units, to Mr. Pick is 81,196 stock units, to Mr. Saperstein is 70,370 stock units and to Mr. Simkowitz is 43,820 stock units (in each case, calculated using the volume-weighted average price of Company common stock of $96.9873 on January 18, 2023, the grant date). |
4.2 Compensation Program Elements
| | Purpose | Features | | Performance-Vested Incentive Compensation Award — LTIP | • Link realized value to future performance against strategic objectives and shareholder returns • Terms of awards support retention objectives and mitigate excessive risk-taking over a three-year performance period | • Subject to clawback if an employee’s act or omission (including with respect to direct supervisory responsibilities) causes a restatement of the Company’s consolidated financial results, constitutes a violation of the Company’s global risk management principles, policies, and standards, or causes a loss of revenue associated with a position on which the employee was paid and the employee operated outside of internal control policies • For Operating Committee members (including executive officers), also subject to clawback if the CMDS Committee determines that the Operating Committee member had significant responsibility for a material adverse outcome for the Company or any of its businesses or functions • For the LTIP, see also Section 4.3 “Long-Term Incentive Program” |
4.3 Long-Term Incentive Program
4.3 Long-Term Incentive Program The 2023–2025 LTIP awards tie a meaningful portion of each NEO’s compensation to the Company’s long-term financial performance and reinforce the NEO’s accountability for the achievement of the Company’s financial and strategic objectives by directly linking the ultimate realizable award value to prospective performance against core financial measures over a three-year period.
PERFORMANCE OBJECTIVES
Notwithstanding the foregoing, the aggregate multiplier will be capped at 1.0 if MS Average ROTCE (as defined above, but excluding any of the specified adjustments) over the performance period is less than 9%. For 2022, the CMDS Committee retained a special independent compensation consultant, Semler Brossy, to assist the CMDS Committee in review and development of alternatives for a potential redesign of the Company’s LTIP program. For grants beginning in 2023, the CMDS Committee replaced the relative TSR objective included in prior year LTIP awards with an objective that measures Company ROTCE relative to the ROTCE of each member of a peer group. This change ensures that the award continues to be aligned with Company performance and strategic objectives, while maintaining strong alignment with shareholder interests through the share-based nature of the award, as well as the time-vested deferred RSU award that each NEO also receives as part of total compensation. The CMDS Committee reviews the structure and terms of the LTIP program at least annually and considered changes to the LTIP program in consultation with its regular independent compensation consultant, Pay Governance, and its special independent compensation consultant, Semler Brossy, over the course of multiple meetings and also discussed the changes as part of the Company’s shareholder engagement. After consideration, the CMDS Committee determined that a relative ROTCE objective as compared to a relative TSR objective (which could be subject to market variations and changes in performance of peer companies that are not influenced by NEO performance) was better aligned with Company strategic objectives, given that ROTCE is a key Company performance priority and that the significant proportion of executive compensation awarded in the form of equity awards sufficiently aligns executives’ interests with those of shareholders and motivates executives to work to achieve strong shareholder returns. In addition, ROTCE is an objective financial measure used as a performance criterion in performance equity programs of many of the Company’s peers. As described in further detail in note 2 to the “2022 Grants of Plan-Based Awards” table, each of our NEOs received an LTIP award in 2022 on similar terms as described above, other than with respect to the use of a related TSR objective in lieu of the relative ROTCE objective. The CMDS Committee has consistently set challenging performance objectives for our LTIP awards. The variability over time of the percentage of our LTIP awards that have been earned demonstrates a strong pay-for-performance link. Since the inception of the program in 2009, the average of the pay-outs of all eleven LTIP awards up to and including the 2020 LTIP awards is 107% of target.
LTIP PROGRAM PERFORMANCE
LTIP PROGRAM PERFORMANCE As described in note 3 to the “2022 Stock Vested” table, LTIP awards granted in 2020 (2020 LTIP award) vested at 150% of target, based on performance over the three-year performance period ended December 31, 2022.
NO CHANGE IN CONTROL TAX GROSS-UP PROTECTION
NO CHANGE IN CONTROL TAX GROSS-UP PROTECTION NEOs are not contractually entitled to any golden parachute excise tax protection upon a change in control of Morgan Stanley and are not entitled to severance pay upon termination of employment in excess of broad-based benefits.
2022 Summary Compensation Table
2022 Summary Compensation Table Pursuant to SEC rules, the following table is required to include for a particular year only those stock awards and option awards granted during the year, rather than awards granted after year end that were awarded for performance in that year. Our annual equity awards relating to performance in a year are made shortly after year end. Therefore, compensation in the table includes not only non-equity compensation awarded for services in the applicable year but, in the case of stock awards granted in the years reported in the table, compensation awarded for performance in prior years and forward-looking performance-vested compensation. A summary of the CMDS Committee’s decisions on the compensation awarded to our NEOs for 2022 performance can be found in the CD&A.
2022 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(2) | Bonus ($)(2)(3) | Stock Awards ($)(4)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | James P. Gorman Chairman and Chief Executive Officer | 2022 | 1,500,000 | 7,500,000 | 30,355,752 | — | 43,153 | 39,398,905 | | | 2021 | 1,500,000 | 8,375,000 | 24,553,943 | 2,487 | 510,205 | 34,941,635 | | | 2020 | 1,500,000 | 7,875,000 | 20,048,178 | 13,833 | 121,513 | 29,558,524 | | Sharon Yeshaya(1) Executive Vice President and Chief Financial Officer | 2022 | 1,000,000 | 3,937,500 | 5,051,302 | — | 26,100 | 10,014,902 | | | 2021 | 834,521 | 3,645,418 | 787,500 | — | 11,600 | 5,279,039 | | Edward N. Pick Co-President, Head of Institutional Securities Group, and Co-Head of Corporate Strategy | 2022 | 1,000,000 | 8,662,500 | 18,480,651 | — | 49,273 | 28,192,424 | | | 2021 | 1,000,000 | 9,887,500 | 16,584,344 | — | 167,782 | 27,639,626 | | | 2020 | 1,000,000 | 9,887,500 | 8,760,132 | 60,686 | — | 19,708,318 | | Andrew M. Saperstein Co-President and Head of Wealth Management | 2022 | 1,000,000 | 7,612,500 | 14,034,155 | — | 64,461 | 22,711,116 | | | 2021 | 1,000,000 | 7,787,500 | 10,170,472 | — | 259,951 | 19,217,923 | | | 2020 | 1,000,000 | 6,562,500 | 5,625,839 | 14,787 | 54,900 | 13,258,026 | | Daniel A. Simkowitz Head of Investment Management and Co-Head of Corporate Strategy | 2022 | 1,000,000 | 6,737,500 | 12,798,624 | — | 12,200 | 20,548,324 | | | 2021 | 1,000,000 | 7,437,500 | 10,170,472 | — | 157,974 | 18,765,946 | | | 2020 | 1,000,000 | 6,562,500 | 5,849,199 | 70,197 | 116,028 | 13,597,924 |
2022 Summary Compensation Table
| (1) Ms. Yeshaya became an executive officer in 2021 and was not a NEO for 2020. |
2022 Summary Compensation Table
| (2) Includes any elective deferrals to the Company’s employee benefit plans. |
2022 Summary Compensation Table
| (3) For 2022, consists of 2022 annual cash bonus paid in February 2023 for performance in 2022. |
2022 Summary Compensation Table
| (4) For 2022, consists of RSUs granted on January 20, 2022 for performance in 2021 (2021 RSUs) and forward-looking LTIP awards granted on January 20, 2022 (2022 LTIP awards), the realizable value of which is dependent entirely on the satisfaction of predetermined performance goals over a three-year performance period. For further details on 2021 RSUs and 2022 LTIP awards, see “2022 Grants of Plan-Based Awards.” |
2022 Summary Compensation Table
| (5) Represents aggregate grant date fair value of stock unit awards granted during the applicable period for service during the prior year, as well as forward-looking performance-based compensation. |
2022 Summary Compensation Table
The following table lists the aggregate grant date fair value of stock unit awards granted to the NEOs during 2022. The aggregate grant date fair value of the 2021 RSUs granted to the NEOs is based on the volume-weighted average price (VWAP) of the Company’s common stock on the grant date, and the aggregate grant date fair value of 2022 LTIP awards included in the table is based on the VWAP of the Company’s common stock on the grant date and the probable outcome of the performance conditions as of the grant date. The value of the 2022 LTIP awards on the grant date, assuming that the target level of performance conditions will be achieved, is: $20,100,000 for Mr. Gorman; $2,041,370 for Ms. Yeshaya; $9,100,000 for Mr. Pick; $7,000,000 for Mr. Saperstein; and $4,750,000 for Mr. Simkowitz. The value of the 2022 LTIP awards on the grant date, assuming that the highest level of performance conditions will be achieved, is: $30,149,999 for Mr. Gorman; $3,062,056 for Ms. Yeshaya; $13,649,999 for Mr. Pick; $10,500,000 for Mr. Saperstein; and $7,125,001 for Mr. Simkowitz.
2022 Summary Compensation Table
| | Stock Unit Awards Granted During 2022 ($) | | | | Name | 2021 RSUs | 2022 LTIP Awards | Total | | James P. Gorman | 5,025,000 | 25,330,752 | 30,355,752 | | Sharon Yeshaya | 2,478,692 | 2,572,610 | 5,051,302 | | Edward N. Pick | 7,012,500 | 11,468,151 | 18,480,651 | | Andrew M. Saperstein | 5,212,500 | 8,821,655 | 14,034,155 | | Daniel A. Simkowitz | 6,812,500 | 5,986,124 | 12,798,624 |
2022 Summary Compensation Table
For further information on the valuation of the Company’s RSU and LTIP awards, see notes 2 and 20 to the consolidated financial statements included in the 2022 Form 10-K.
2022 Summary Compensation Table
| (6) No NEO had above-market earnings on nonqualified deferred compensation awards in 2022 and each NEO had a decrease in his or her pension value for 2022 (2022 Change in Pension Value). The decrease in the 2022 Change in Pension Value for each NEO is set forth in the following table. |
2022 Summary Compensation Table
| Name | 2022 Change in Pension Value ($) | | James P. Gorman | (24,477) | | Sharon Yeshaya | (59,260) | | Edward N. Pick | (123,867) | | Andrew M. Saperstein | (29,903) | | Daniel A. Simkowitz | (139,939) |
2022 Summary Compensation Table
The 2022 Change in Pension Value is the aggregate change from December 31, 2021 to December 31, 2022 in the actuarially determined present values of the accumulated benefits under the Company-sponsored defined benefit pension plans. These present values decreased during 2022, mainly due to an increase in discount rates, partially offset by other factors. The present values at December 31, 2022 use 91% of the Pri-2012 white collar mortality tables (amounts-weighted), with no mortality before retirement. These tables are projected generationally from 2012, using the standard version of Scale MP-2021. The present values reflect discount rates of 5.09% for the ERP. The present values at December 31, 2021 use 91% of the Pri-2012 white collar mortality tables (amounts-weighted), with no mortality before retirement. These tables are projected generationally from 2012, using the standard version of Scale MP-2021. The present values reflect discount rates of 3.02% for the ERP. Benefits are assumed to commence at the earliest age that the NEO can receive unreduced benefits (or current age if later).
2022 Summary Compensation Table
| (7) The “All Other Compensation” column for 2022 includes (a) contributions made by the Company under our defined contribution plans with respect to such period and (b) the incremental cost to the Company of perquisites and other personal benefits, as detailed below. In addition, our NEOs may participate on the same terms and conditions as other investors in investment funds that we may form and manage primarily for client investment, except that we may waive or lower applicable fees and charges for our employees. |
2022 Summary Compensation Table
| (a) Includes a matching contribution in the 401(k) Plan for 2022 of $12,200 for each NEO. |
2022 Summary Compensation Table
| (b) Includes the incremental cost to the Company of the use of a Company car or car service, assistance with travel arrangements, personal meals, EU fuel usage surcharge and staffing costs associated with use of the Company’s aircraft, and, for Messrs. Gorman and Saperstein, $20,000 and $35,000, respectively, for costs related to the Company’s Executive Health Program. With respect to Mr. Pick, also includes $26,920 related to staffing costs for use of the Company’s aircraft that Mr. Pick is not permitted to fully reimburse due to limitations under Federal Aviation Administration regulations. |
2022 Grants of Plan-Based Awards(1)
2022 Grants of Plan-Based Awards(1) The following table sets forth information with respect to RSUs granted to the NEOs in January 2022 for 2021 performance (2021 RSUs) and LTIP awards granted in January 2022 for forward-looking performance (2022 LTIP awards).
2022 Grants of Plan-Based Awards(1)
| Name | Grant Date | Approval Date | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | James P. Gorman | 1/20/2022 | 1/4/2022 | 0 | 200,758 | 301,138 | — | 25,330,752 | | | 1/20/2022 | 1/4/2022 | — | — | — | 50,189 | 5,025,000 | | Sharon Yeshaya | 1/20/2022 | 1/4/2022 | 0 | 20,388 | 30,582 | — | 2,572,610 | | | 1/20/2022 | 1/4/2022 | — | — | — | 24,757 | 2,478,692 | | Edward N. Pick | 1/20/2022 | 1/4/2022 | 0 | 90,890 | 136,336 | — | 11,468,151 | | | 1/20/2022 | 1/4/2022 | — | — | — | 70,040 | 7,012,500 | | Andrew M. Saperstein | 1/20/2022 | 1/4/2022 | 0 | 69,914 | 104,872 | — | 8,821,655 | | | 1/20/2022 | 1/4/2022 | — | — | — | 52,062 | 5,212,500 | | Daniel A. Simkowitz | 1/20/2022 | 1/4/2022 | 0 | 47,442 | 71,164 | — | 5,986,124 | | | 1/20/2022 | 1/4/2022 | — | — | — | 68,043 | 6,812,500 |
2022 Grants of Plan-Based Awards(1)
| (1) The 2022 LTIP awards included in this table are also disclosed in the “Stock Awards” column of the “2022 Summary Compensation Table” and “2022 Outstanding Equity Awards at Fiscal Year End.” The 2021 RSUs included in this table are also disclosed in the “Stock Awards” column of the “2022 Summary Compensation Table,” “2022 Stock Vested” and “2022 Nonqualified Deferred Compensation.” The 2022 LTIP awards and 2021 RSUs were granted under the Morgan Stanley Equity Incentive Compensation Plan. All 2021 RSUs and 2022 LTIP awards are subject to cancellation if a cancellation event occurs at any time prior to the scheduled conversion date. For further details on cancellation and clawback of awards, see “Potential Payments upon Termination or Change in Control.” |
2022 Grants of Plan-Based Awards(1)
| (2) The 2022 LTIP awards are scheduled to vest and convert to shares in 2025 only if the Company satisfies predetermined performance goals over the three-year performance period consisting of 2022, 2023 and 2024. One-half of the target 2022 LTIP award is earned based on the Company’s average ROTCE over the three-year performance period (MS Average ROTCE). The other half of the target 2022 LTIP award is earned based on the Company’s TSR over the three-year performance period (MS TSR) relative to the TSR of the S&P 500 Financials Index over the three-year performance period (Index Group TSR). The number of stock units ultimately earned will be determined by multiplying each half of the target award by a multiplier as follows (for performance between two thresholds, straight-line interpolation applies): |
2022 Grants of Plan-Based Awards(1)
| MS Average ROTCE* | Multiplier | Relative TSR** | Multiplier | | 16% or more | 1.50 | 25% or more | 1.50 | | 13% | 1.00 | 0% | 1.00 | | 8% | 0.50 | -50% | 0.50 | | Less than 8% | 0.00 | Less than -50% | 0.00 |
2022 Grants of Plan-Based Awards(1)
| * MS Average ROTCE, for this purpose, excludes (a) the impact of debt valuation adjustments (see Section 5 “Explanatory Notes” of the CD&A, for the definition of debt valuation adjustments), (b) certain gains or losses associated with the sale of specified businesses, (c) certain gains or losses associated with specified legal settlements relating to business activities conducted prior to January 1, 2011, and (d) specified cumulative catch-up adjustments resulting from changes in accounting principles that are not applied on a full retrospective basis. |
2022 Grants of Plan-Based Awards(1)
| ** Relative TSR will be determined by subtracting the Index Group TSR from the MS TSR; however, if performance for the period is negative, the multiplier may not exceed 1.0. |
2022 Grants of Plan-Based Awards(1)
Each NEO is entitled to receive cash dividend equivalents on the 2022 LTIP awards, subject to the same vesting, cancellation and payment provisions as the underlying award.
2022 Grants of Plan-Based Awards(1)
| (3) The 2021 RSUs are scheduled to convert to shares on January 27, 2025, except that 50% of Mr. Gorman’s 2021 RSUs are scheduled to convert to shares on January 27, 2024. Each NEO was retirement-eligible under the award terms at grant and, therefore, their awards are considered vested at grant for purposes of this proxy statement. The NEOs are entitled to receive dividend equivalents in the form of additional RSUs, subject to the same vesting, cancellation and payment provisions as the underlying award. |
2022 Grants of Plan-Based Awards(1)
| (4) Represents the aggregate grant date fair value of the 2021 RSUs and 2022 LTIP awards. The aggregate grant date fair value of the 2021 RSUs is based on $100.1202, the volume-weighted average price (VWAP) of the Company’s common stock on the grant date. The aggregate grant date fair value of 2022 LTIP awards is based on the VWAP of the Company’s common stock on the grant date as well as the probable outcome of the performance conditions as of the grant date. For further information on the valuation of the Company’s RSUs and LTIP awards, see notes 2 and 20 to the consolidated financial statements included in the 2022 Form 10-K. |
2022 Outstanding Equity Awards at Fiscal Year End
2022 Outstanding Equity Awards at Fiscal Year End The following table discloses the number of shares covered by unvested stock awards held by our NEOs on December 31, 2022. None of our NEOs held any unexercised stock options on December 31, 2022.
2022 Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | James P. Gorman | — | — | 616,702 | 52,432,098 | | Sharon Yeshaya | — | — | 30,582 | 2,600,235 | | Edward N. Pick | — | — | 296,622 | 25,218,899 | | Andrew M. Saperstein | — | — | 184,012 | 15,645,011 | | Daniel A. Simkowitz | — | — | 150,304 | 12,779,031 |
2022 Outstanding Equity Awards at Fiscal Year End
| (1) Consists of performance stock units underlying LTIP awards held by the NEOs. In accordance with SEC rules, based on Company performance through December 31, 2022, the number of performance stock units reflected in the table represents the maximum number of units that may be earned under the LTIP awards granted on January 21, 2021 (2021 LTIP award) and the 2022 LTIP awards. However, the NEOs may ultimately earn less than the maximum number of performance stock units, and possibly no portion of the awards, depending upon the Company’s performance over the applicable performance period. The 2021 LTIP awards and 2022 LTIP awards are scheduled to vest and convert to shares in 2024 and 2025, respectively, only if the Company satisfies the predetermined performance goals (see note 2 to “2022 Grants of Plan-Based Awards” for 2022 LTIP award performance goals). |
2022 Outstanding Equity Awards at Fiscal Year End
| (2) The value is based on $85.02, the closing price of the Company’s common stock on December 30, 2022. |
2022 Stock Vested
2022 Stock Vested The following table contains information about the RSUs and LTIP awards held by our NEOs that vested during 2022. No stock options were exercised by our NEOs during 2022.
2022 Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | James P. Gorman | 50,189 | 5,025,000(2) | | | 335,240 | 28,411,395(3) | | Sharon Yeshaya | 24,757 | 2,478,692(2) | | Edward N. Pick | 70,040 | 7,012,500(2) | | | 138,040 | 11,698,810(3) | | Andrew M. Saperstein | 52,062 | 5,212,500(2) | | | 80,194 | 6,796,452(3) | | Daniel A. Simkowitz | 68,043 | 6,812,500(2) | | | 84,138 | 7,130,703(3) |
2022 Stock Vested
| (1) Consists of the 2021 RSUs, which are considered vested at grant for purposes of this proxy statement due to the NEOs’ retirement eligibility and, with the exception of Ms. Yeshaya, performance stock units underlying the LTIP awards granted on January 17, 2020 (2020 LTIP awards), which are considered vested on December 31, 2022 (the last day of the three-year performance period) for purposes of this proxy statement, based on the Company’s performance over the performance period. For further details on the 2021 RSUs, see note 3 to “2022 Grants of Plan-Based Awards.” |
2022 Stock Vested
| (2) The aggregate grant date fair value of the 2021 RSUs is based on $100.1202, the volume-weighted average price (VWAP) of the Company’s common stock on the grant date. |
2022 Stock Vested
| (3) The value realized is based on $84.7490, the VWAP of the Company’s common stock on December 30, 2022, which is the last trading day of the 2020 LTIP awards’ performance period, for the maximum number of units underlying the 2020 LTIP awards. The 2020 LTIP awards converted to shares of common stock on February 24, 2023. |
2022 Pension Benefits
2022 Pension Benefits The table below discloses the present value of accumulated benefits payable to each NEO and the years of service credited to each NEO under the Company’s defined benefit retirement plans as of December 31, 2022.
2022 Pension Benefits
| Name | Plan Name | Number of Years Credited Service(1) | Retirement Age for Full Benefits(2) | Present Value of Accumulated Benefit ($)(3) | Payments During Last Fiscal Year ($) | | James P. Gorman | Morgan Stanley Employees Retirement Plan | 4 | 65 | 106,207 | — | | Sharon Yeshaya | Morgan Stanley Employees Retirement Plan | 10 | 65 | 69,242 | — | | Edward N. Pick | Morgan Stanley Employees Retirement Plan | 17 | 65 | 243,452 | — | | Andrew M. Saperstein | Morgan Stanley Employees Retirement Plan | 4 | 65 | 65,410 | — | | Daniel A. Simkowitz | Morgan Stanley Employees Retirement Plan | 19 | 65 | 345,546 | — |
2022 Pension Benefits
| (1) After December 31, 2010, no further benefit accruals occur under the Morgan Stanley Employees Retirement Plan (ERP). No NEO is awarded credited service under the ERP exceeding his actual service. |
2022 Pension Benefits
| (2) The Retirement Age for Full Benefits is the earliest age at which the executive can receive unreduced benefits (or current age, if later). |
2022 Pension Benefits
| (3) The present values at December 31, 2022 use 91% of the Pri-2012 white collar mortality tables (amounts-weighted), with no mortality before retirement. These tables are projected generationally from 2012, using the standard version of Scale MP-2021. The present values reflect discount rates of 5.09% for the ERP. |
2022 Pension Benefits
Eligible U.S. employees of the Company and its U.S. affiliates hired before July 1, 2007 were covered after one year of service by the Employees Retirement Plan, a non-contributory defined benefit pension plan that is qualified under Section 401(a) of the Internal Revenue Code. Effective after December 31, 2010, the ERP was frozen and no further benefit accruals will occur. Benefits are generally payable as an annuity at age 65 (or earlier, subject to certain reductions in the amounts payable). Under the pre-2004 provisions of the ERP, benefits are payable in full at age 60 and reduced 4% per year for retirement between ages 55 and 60 for employees who retire after age 55 with 10 years of service. Before the ERP was frozen, annual benefits were equal to 1% of eligible earnings plus 0.5% of eligible earnings in excess of Social Security covered compensation for each year of service. Eligible earnings generally included all taxable compensation, other than certain equity-based and non-recurring amounts, up to $170,000 per year. ERP participants who, as of January 1, 2004, had age plus service equal to at least 65 and who had been credited with five years of service, received benefits determined under the ERP’s pre-2004 benefit formula, if greater. Pre-2004 benefits equaled 1.15% of final average salary, plus 0.35% of final average salary in excess of Social Security covered compensation, in each case multiplied by credited service up to 35 years, where final average salary was base salary, up to specified limits set forth in the ERP, for the highest paid 60 consecutive months of the last 120 months of service.
2022 Nonqualified Deferred Compensation
2022 Nonqualified Deferred Compensation The following table contains information with respect to the participation of the NEOs in the Company’s unfunded cash deferred compensation plans that provide for the deferral of compensation on a basis that is not tax-qualified, as well as with respect to RSUs granted to the NEOs that are vested but have not yet converted to shares of Morgan Stanley common stock. NEOs participate in the plans on the same terms and conditions as other similarly situated employees. The material terms and conditions of these plans are described below.
2022 Nonqualified Deferred Compensation
| Name | Plan Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last FYE ($)(4) | | James P. Gorman | Restricted Stock Units | 5,025,000 | — | (2,083,137) | 14,461,623 | 19,014,892 | | Sharon Yeshaya | Morgan Stanley Compensation Incentive Plan | — | — | 3 | 337,310 | — | | | Restricted Stock Units | 2,478,692 | — | (455,068) | 726,018 | 3,613,107 | | Edward N. Pick | Morgan Stanley Compensation Incentive Plan | — | — | 68 | 8,013,011 | — | | | Restricted Stock Units | 7,012,500 | — | (2,529,075) | 3,418,537 | 20,949,717 | | Andrew M. Saperstein | Morgan Stanley Compensation Incentive Plan | — | — | (29,320) | 5,265,446 | — | | | Restricted Stock Units | 5,212,500 | — | (1,864,095) | 3,449,784 | 15,567,125 | | Daniel A. Simkowitz | Morgan Stanley Compensation Incentive Plan | — | — | 48 | 5,639,656 | — | | | Pre-Tax Incentive Program | — | — | (523,846) | — | 1,182,964 | | | Restricted Stock Units | 6,812,500 | — | (2,066,023) | 3,574,776 | 17,071,613 |
2022 Nonqualified Deferred Compensation
| (1) RSU contributions represent the 2021 RSUs that are considered vested at grant for purposes of this proxy statement but are subject to cancellation until the scheduled conversion dates of such awards. The value of the 2021 RSUs in this column (which are also included in the “Stock Awards” column of the “2022 Summary Compensation Table,” “2022 Grants of Plan-Based Awards,” and “2022 Stock Vested”) is based on $100.1202, the volume-weighted average price (VWAP) of the Company’s common stock on the grant date. |
2022 Nonqualified Deferred Compensation
| (2) With respect to our cash-based nonqualified deferred compensation plans, represents the change in (i) the balance of the NEO’s account reflected on the Company’s books and records at December 31, 2022 (or, as applicable, the earlier distribution date), without giving effect to any withdrawals or distributions, compared to (ii) the sum of the balance of the NEO’s account reflected on the Company’s books and records at December 31, 2021. |
2022 Nonqualified Deferred Compensation
With respect to the RSUs, represents (i) the change in the closing prices of the Company’s common stock on December 30, 2022 (or, if applicable, the earlier distribution date) compared to December 31, 2021 (or, if applicable, the later contribution date), as well as (ii) the amount of the dividend equivalents in the form of additional RSUs credited in 2022 with respect to the award (which are paid to the award holder at the time that the underlying award converts to shares, subject to the same cancellation provisions as the underlying award).
2022 Nonqualified Deferred Compensation
| (3) Represents distributions from our cash-based nonqualified deferred compensation plans and with respect to the RSUs, conversions based on the closing price of the Company’s common stock on the conversion date. |
2022 Nonqualified Deferred Compensation
| (4) With respect to our cash-based nonqualified deferred compensation plans, represents the balance of the NEO’s account reflected on the Company’s books and records at December 31, 2022. With respect to the RSUs, represents the number of vested units held by the NEO on December 31, 2022 multiplied by the closing price of the Company’s common stock on December 30, 2022. |
2022 Nonqualified Deferred Compensation
The following is a description of the material terms with respect to contributions, earnings and distributions applicable to each of the following cash nonqualified deferred compensation plans and the RSUs referenced in the table above.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control This section describes and quantifies the benefits and compensation to which each NEO would have been entitled under our existing plans and arrangements if the NEO’s employment had terminated or if the Company had undergone a change in control, in each case on December 31, 2022.
Compensation Ratio Disclosure
| 1. | The pay ratio rule gives companies the ability to make the median employee determination only once every three years, and we did not make a new median employee determination for 2022. The median employee determination for 2020 is described below. |
Pay versus Performance
Pay versus Performance Pursuant to SEC rules, the 2023 “Pay versus Performance” disclosure is required to include the following: (1) tabular compensation and performance disclosure for 2020, 2021, and 2022 (the PvP Table), (2) an unranked list of three to seven performance measures that the Company considers to be its most important measures used to align compensation actually paid to the NEOs for 2022 to Company performance (the PvP Measures), and (3) a clear description of the relationship between the “Compensation Actually Paid” in the PvP Table and each of the company-selected performance measures in the PvP Table, the Company’s Net Income and the Company’s TSR, and between the Company’s TSR and the Peer Group TSR, in each case over 2020-2022 (the PvP Relationship Disclosure). A detailed discussion of the CMDS Committee’s decisions regarding the compensation awarded to the NEOs for 2022 performance can be found in the CD&A.
PvP TABLE
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(1) | Average Summary Compensation Table Total for Non-CEO NEOs(2) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3)(4) | Net Income (5) | Return on Tangible Common Equity(6) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($MM) | (%) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2022 | 39,398,905 | 31,379,534 | 20,366,692 | 18,320,165 | 181 | 118 | 11,179 | 15.3 | | 2021 | 34,941,635 | 81,936,888 | 17,590,506 | 28,214,797 | 202 | 132 | 15,120 | 19.8 | | 2020 | 29,558,524 | 55,366,935 | 14,665,167 | 21,282,504 | 138 | 98 | 11,179 | 15.2 |