DEF 14A of Morgan Stanley, Apr 5, 2024

DEF 14A of Morgan Stanley

Filed Apr 5, 2024 · FY20230001140361-24-018302

Open on EDGAR

  1. DIVERSE AND INTERNATIONAL BOARD*

    DIVERSE AND INTERNATIONAL BOARD*

  2. DIVERSE AND INTERNATIONAL BOARD*

    | * Data and metrics are as of the date of the annual meeting and are based on information self-identified by each director nominee. |

  3. DIVERSE AND INTERNATIONAL BOARD*

    Director Nominees The Board has nominated the following 15 director nominees for election at the 2024 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 Firm’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.

  4. DIVERSE AND INTERNATIONAL BOARD*

    | | Megan Butler, 59 Independent Director Director Nominee Morgan Stanley Committees: • Audit* |

  5. DIVERSE AND INTERNATIONAL BOARD*

    | | Thomas H. Glocer, 64 Independent Lead Director Director Since: 2013 Morgan Stanley Committees: • CMDS • Governance and Sustainability |

  6. DIVERSE AND INTERNATIONAL BOARD*

    | Qualifications, Attributes and Skills: | | Ms. Butler’s extensive background in legal and regulatory matters, including her leadership roles at the PRA and FCA, brings to the Board a global perspective on the financial services industry and global regulatory framework as well as legal and risk management experience. |

  7. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  8. DIVERSE AND INTERNATIONAL BOARD*

    | • | Former Executive Director of the FCA from 2020 to 2022. Previously the Executive Director of Supervision, Investment Wholesale and Specialists Division of FCA from 2015 to 2020. |

  9. DIVERSE AND INTERNATIONAL BOARD*

    | • | Former Executive Director of International Banks Directorate of the PRA from 2013 to 2015. |

  10. DIVERSE AND INTERNATIONAL BOARD*

    | • | Former Head of Investment Banks Supervision, from 2012 to 2013, and Director in the International Banks Division, from 2008 to 2012, of the Financial Services Authority. |

  11. DIVERSE AND INTERNATIONAL BOARD*

    | • | Member of the Jersey Financial Services Board of Commissioners since June 2023. |

  12. DIVERSE AND INTERNATIONAL BOARD*

    | • | Member of the Board of Directors of MSIL and member of its Audit Committee, Risk Committee and Nomination and Governance Committee each since October 2022, and chair of its Audit Committee since May 2023. |

  13. DIVERSE AND INTERNATIONAL BOARD*

    | • | Member of the Board of Directors of MSIP and MSBIL, each since October 2022. |

  14. DIVERSE AND INTERNATIONAL BOARD*

    | • | Qualified lawyer admitted to the Bar of England and Wales. |

  15. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  16. DIVERSE AND INTERNATIONAL BOARD*

    | • | University of Sheffield, Bachelor of Laws |

  17. 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, bring to the Board extensive management experience as well as finance, operational and technology experience and an international perspective. |

  18. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  19. 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. |

  20. DIVERSE AND INTERNATIONAL BOARD*

    | • | Served as CEO of Thomson Reuters, 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. |

  21. DIVERSE AND INTERNATIONAL BOARD*

    | • | Mergers and acquisitions lawyer at the law firm of Davis Polk & Wardwell LLP from 1984 to 1993. |

  22. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  23. DIVERSE AND INTERNATIONAL BOARD*

    | • | Columbia University, Bachelor’s Degree |

  24. DIVERSE AND INTERNATIONAL BOARD*

    | • | Yale Law School, Juris Doctor |

  25. DIVERSE AND INTERNATIONAL BOARD*

    Other U.S. Listed Public Company Boards:

  26. DIVERSE AND INTERNATIONAL BOARD*

    | • | Merck & Co., Inc. |

  27. DIVERSE AND INTERNATIONAL BOARD*

    | * Effective upon her election by shareholders, Ms. Butler will join |

  28. DIVERSE AND INTERNATIONAL BOARD*

    the Audit Committee.

  29. DIVERSE AND INTERNATIONAL BOARD*

    | | James P. Gorman, 65 Chairman of the Board Director Since: 2010 |

  30. DIVERSE AND INTERNATIONAL BOARD*

    | | Robert H. Herz, 70 Independent Director Director Since: 2012 Morgan Stanley Committees: • Audit (Chair) • Governance and Sustainability |

  31. DIVERSE AND INTERNATIONAL BOARD*

    | Qualifications, Attributes and Skills: | | As the Firm’s former CEO and current Chairman, Mr. Gorman is a proven leader with an established record as a strategic thinker backed by strong operating, business development, succession planning 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. |

  32. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  33. DIVERSE AND INTERNATIONAL BOARD*

    | • | Chairman of the Board since January 2012. |

  34. DIVERSE AND INTERNATIONAL BOARD*

    | • | CEO of Morgan Stanley from January 2012 to December 2023. President from January 2010 through December 2011. |

  35. 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. |

  36. 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. |

  37. 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. |

  38. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  39. DIVERSE AND INTERNATIONAL BOARD*

    | • | University of Melbourne, Bachelor of Arts and Bachelor of Laws |

  40. DIVERSE AND INTERNATIONAL BOARD*

    | • | Columbia University, Master of Business Administration |

  41. DIVERSE AND INTERNATIONAL BOARD*

    Other U.S. Listed Public Company Boards:

  42. DIVERSE AND INTERNATIONAL BOARD*

    | • | The Walt Disney Company |

  43. 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. |

  44. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  45. DIVERSE AND INTERNATIONAL BOARD*

    | • | President of Robert H. Herz LLC, providing consulting services on financial reporting and other matters, since September 2010. |

  46. DIVERSE AND INTERNATIONAL BOARD*

    | • | Director of the International Foundation for Valuing Impacts since June 2022. |

  47. DIVERSE AND INTERNATIONAL BOARD*

    | • | Member of the Transition Advisory Group, advising the International Financial Reporting Standards Foundation Trustees and the International Sustainability Standards Board (ISSB) since August 2022. |

  48. DIVERSE AND INTERNATIONAL BOARD*

    | • | Member of the Integrated Reporting and Connectivity Council, advising the ISSB and International Accounting Standards Board, each since August 2022. |

  49. 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. |

  50. 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. |

  51. 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. |

  52. DIVERSE AND INTERNATIONAL BOARD*

    | • | Partner of PwC, an accounting firm, from 1985 to 2002. |

  53. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  54. DIVERSE AND INTERNATIONAL BOARD*

    | • | The University of Manchester, Bachelor’s Degree |

  55. DIVERSE AND INTERNATIONAL BOARD*

    Other U.S. Listed Public Company Boards:

  56. DIVERSE AND INTERNATIONAL BOARD*

    | • | Federal National Mortgage Association (Fannie Mae) |

  57. DIVERSE AND INTERNATIONAL BOARD*

    | • | Workiva Inc. |

  58. DIVERSE AND INTERNATIONAL BOARD*

    | | Erika H. James, 54 Independent Director Director Since: 2022 Morgan Stanley Committees: • CMDS • Governance and Sustainability |

  59. DIVERSE AND INTERNATIONAL BOARD*

    | | Hironori Kamezawa, 62 Non-Management Director Director Since: 2021 Morgan Stanley Committees: • Risk |

  60. 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. |

  61. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  62. DIVERSE AND INTERNATIONAL BOARD*

    | • | Dean of the Wharton School at the University of Pennsylvania since July 2020. |

  63. DIVERSE AND INTERNATIONAL BOARD*

    | • | Dean of Emory University’s Goizueta Business School from July 2014 to May 2020. |

  64. DIVERSE AND INTERNATIONAL BOARD*

    | • | Senior Associate Dean for Executive Education at Darden School of Business, University of Virginia from January 2012 to July 2014. |

  65. 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. |

  66. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  67. DIVERSE AND INTERNATIONAL BOARD*

    | • | Pomona College of the Claremont Colleges, Bachelor’s Degree |

  68. DIVERSE AND INTERNATIONAL BOARD*

    | • | University of Michigan, Master’s Degree and Doctor of Philosophy |

  69. DIVERSE AND INTERNATIONAL BOARD*

    Other U.S. Listed Public Company Boards in the Past Five Years:

  70. DIVERSE AND INTERNATIONAL BOARD*

    | • | Momentive Global Inc. |

  71. 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. |

  72. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  73. 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. |

  74. 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. |

  75. 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. |

  76. 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. |

  77. 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. |

  78. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  79. DIVERSE AND INTERNATIONAL BOARD*

    | • | University of Tokyo, Bachelor’s Degree |

  80. DIVERSE AND INTERNATIONAL BOARD*

    | • | University of Tokyo Graduate School of Mathematical Sciences, Master’s Degree |

  81. DIVERSE AND INTERNATIONAL BOARD*

    | • | MUFG |

  82. DIVERSE AND INTERNATIONAL BOARD*

    | | Shelley B. Leibowitz, 63 Independent Director Director Since: 2020 Morgan Stanley Committees: • Audit • Operations and Technology |

  83. DIVERSE AND INTERNATIONAL BOARD*

    | | Stephen J. Luczo, 67 Independent Director Director Since: 2019 Morgan Stanley Committees: • CMDS • Operations and Technology |

  84. 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. |

  85. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  86. 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. |

  87. DIVERSE AND INTERNATIONAL BOARD*

    | • | Served as director of E*TRADE Financial Corporation (E*TRADE) from December 2014 until its acquisition by Morgan Stanley in October 2020. |

  88. DIVERSE AND INTERNATIONAL BOARD*

    | • | Served as Group Chief Information Officer for the World Bank from 2009 to 2012. |

  89. DIVERSE AND INTERNATIONAL BOARD*

    | • | Previously held Chief Information Officer positions at Morgan Stanley, Greenwich Capital Markets, Barclays Capital, and Investment Risk Management. |

  90. 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. |

  91. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  92. DIVERSE AND INTERNATIONAL BOARD*

    | • | Williams College, Bachelor’s Degree |

  93. DIVERSE AND INTERNATIONAL BOARD*

    Other U.S. Listed Public Company Boards:

  94. DIVERSE AND INTERNATIONAL BOARD*

    | • | Elastic |

  95. DIVERSE AND INTERNATIONAL BOARD*

    Other U.S. Listed Public Company Boards in the Past Five Years:

  96. DIVERSE AND INTERNATIONAL BOARD*

    | • | AllianceBernstein Holding L.P. |

  97. DIVERSE AND INTERNATIONAL BOARD*

    | • | E*TRADE (prior to its acquisition by Morgan Stanley) |

  98. 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. |

  99. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  100. 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. |

  101. 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. |

  102. DIVERSE AND INTERNATIONAL BOARD*

    | • | Served as CEO of Seagate from January 2009 to October 2017 and from July 1998 to July 2004. |

  103. 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. |

  104. DIVERSE AND INTERNATIONAL BOARD*

    | • | Senior Managing Director of Global Technology Group of Bear, Stearns & Co. Inc., from February 1992 to October 1993. |

  105. DIVERSE AND INTERNATIONAL BOARD*

    | • | Investment Banker at Salomon Brothers from 1984 to 1992. |

  106. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  107. DIVERSE AND INTERNATIONAL BOARD*

    | • | Stanford University, Bachelor’s Degree |

  108. DIVERSE AND INTERNATIONAL BOARD*

    | • | Stanford University Graduate School of Business, Master of Business Administration |

  109. DIVERSE AND INTERNATIONAL BOARD*

    Other U.S. Listed Public Company Boards:

  110. DIVERSE AND INTERNATIONAL BOARD*

    | • | AT&T |

  111. DIVERSE AND INTERNATIONAL BOARD*

    | • | Seagate |

  112. DIVERSE AND INTERNATIONAL BOARD*

    | | Jami Miscik, 65 Independent Director Director Since: 2014 Morgan Stanley Committees: • Operations and Technology (Chair) • Risk |

  113. DIVERSE AND INTERNATIONAL BOARD*

    | | Masato Miyachi, 63 Non-Management Director Director Since: 2022 Morgan Stanley Committees: • Operations and Technology |

  114. 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. |

  115. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  116. DIVERSE AND INTERNATIONAL BOARD*

    | • | CEO of Global Strategic Insights, a private consulting firm focused on advising on geopolitical issues, since July 2022. |

  117. 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. |

  118. 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. |

  119. DIVERSE AND INTERNATIONAL BOARD*

    | • | Global Head of Sovereign Risk at Lehman Brothers from 2005 to 2008. |

  120. DIVERSE AND INTERNATIONAL BOARD*

    | • | Served at the Central Intelligence Agency from 1983 to 2005, including as Deputy Director for Intelligence from 2002 to 2005. |

  121. 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. |

  122. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  123. DIVERSE AND INTERNATIONAL BOARD*

    | • | Pepperdine University, Bachelor’s Degree |

  124. DIVERSE AND INTERNATIONAL BOARD*

    | • | University of Denver’s Josef Korbel School of International Studies, Master’s Degree |

  125. DIVERSE AND INTERNATIONAL BOARD*

    Other U.S. Listed Public Company Boards:

  126. DIVERSE AND INTERNATIONAL BOARD*

    | • | General Motors Company |

  127. DIVERSE AND INTERNATIONAL BOARD*

    | • | HP Inc. |

  128. 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. |

  129. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  130. DIVERSE AND INTERNATIONAL BOARD*

    | • | Advisor of MUFG Bank and Mitsubishi UFJ Securities Holdings since June 2022. |

  131. 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. |

  132. DIVERSE AND INTERNATIONAL BOARD*

    | • | Chairman of MUFG Americas Holdings Corporation from May 2017 to April 2020. |

  133. 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. |

  134. 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. |

  135. 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. |

  136. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  137. DIVERSE AND INTERNATIONAL BOARD*

    | • | University of Tokyo, Bachelor’s Degree |

  138. DIVERSE AND INTERNATIONAL BOARD*

    | • | Stanford University School of Business, Master’s Degree |

  139. DIVERSE AND INTERNATIONAL BOARD*

    | • | Waseda University School of Asia-Pacific Studies, Doctor of Philosophy |

  140. DIVERSE AND INTERNATIONAL BOARD*

    | | Dennis M. Nally, 71 Independent Director Director Since: 2016 Morgan Stanley Committees: • Audit • CMDS (Chair) |

  141. DIVERSE AND INTERNATIONAL BOARD*

    | | Edward (Ted) Pick, 55 Chief Executive Officer Director Since: 2024 |

  142. 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. |

  143. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  144. DIVERSE AND INTERNATIONAL BOARD*

    | • | Chair of PricewaterhouseCoopers International Ltd., the coordinating and governance entity of the PwC network, from 2009 to July 2016. |

  145. DIVERSE AND INTERNATIONAL BOARD*

    | • | Chair and Senior Partner of the U.S. firm of PwC from May 2002 to June 2009. |

  146. 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. |

  147. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  148. DIVERSE AND INTERNATIONAL BOARD*

    | • | Western Michigan University, Bachelor's Degree |

  149. DIVERSE AND INTERNATIONAL BOARD*

    Other U.S. Listed Public Company Boards:

  150. DIVERSE AND INTERNATIONAL BOARD*

    | • | Cencora (f/k/a AmerisourceBergen Corporation) |

  151. DIVERSE AND INTERNATIONAL BOARD*

    | Qualifications, Attributes and Skills: | | As CEO, Mr. Pick's over 30 years of experience with the Firm, including as Head of Institutional Securities and Co-Head of Corporate Strategy, brings to the Board the perspective of a strategic leader with deep knowledge of the Firm’s businesses and risk management expertise. |

  152. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  153. DIVERSE AND INTERNATIONAL BOARD*

    | • | CEO of Morgan Stanley since January 2024. |

  154. DIVERSE AND INTERNATIONAL BOARD*

    | • | Co-President and Co-Head of Corporate Strategy of Morgan Stanley from June 2021 to December 2023. Head of Institutional Securities from July 2018 to December 2023. |

  155. DIVERSE AND INTERNATIONAL BOARD*

    | • | Global Head of Sales and Trading of Morgan Stanley from October 2015 to July 2018. Head of Global Equities from March 2011 to October 2015. Co-Head of Global Equities from April 2009 to March 2011. Co-Head of Global Capital Markets from July 2008 to April 2009. Co-Head of Global Equity Capital Markets from December 2005 to July 2008. |

  156. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  157. DIVERSE AND INTERNATIONAL BOARD*

    | • | Middlebury College, Bachelor's Degree |

  158. DIVERSE AND INTERNATIONAL BOARD*

    | • | Harvard Business School, Masters in Business Administration |

  159. DIVERSE AND INTERNATIONAL BOARD*

    | | Mary L. Schapiro, 68 Independent Director Director Since: 2018 Morgan Stanley Committees: • Governance and Sustainability • Risk |

  160. DIVERSE AND INTERNATIONAL BOARD*

    | | Perry M. Traquina, 68 Independent Director Director Since: 2015 Morgan Stanley Committees: • Operations and Technology • Risk (Chair) |

  161. 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. |

  162. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  163. 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. |

  164. 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. |

  165. DIVERSE AND INTERNATIONAL BOARD*

    | • | Vice Chair of the Value Reporting Foundation Board from June 2021 to August 2022, and the Sustainability Accounting Standards Board from May 2014 to June 2021. |

  166. DIVERSE AND INTERNATIONAL BOARD*

    | • | Chair of the SEC from January 2009 to December 2012. |

  167. 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. |

  168. DIVERSE AND INTERNATIONAL BOARD*

    | • | Chair of the Commodity Futures Trading Commission (CFTC) from 1994 to 1996. |

  169. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  170. DIVERSE AND INTERNATIONAL BOARD*

    | • | Franklin & Marshall College, Bachelor's Degree |

  171. DIVERSE AND INTERNATIONAL BOARD*

    | • | The George Washington University Law School, Juris Doctor |

  172. DIVERSE AND INTERNATIONAL BOARD*

    Other U.S. Listed Public Company Boards:

  173. DIVERSE AND INTERNATIONAL BOARD*

    | • | CVS Health Corporation |

  174. 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. |

  175. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  176. 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. |

  177. 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. |

  178. DIVERSE AND INTERNATIONAL BOARD*

    | • | Joined Wellington in 1980 and served in a number of executive roles. |

  179. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  180. DIVERSE AND INTERNATIONAL BOARD*

    | • | Brandeis University, Bachelor's Degree |

  181. DIVERSE AND INTERNATIONAL BOARD*

    | • | Harvard Business School, Master of Business Administration |

  182. DIVERSE AND INTERNATIONAL BOARD*

    Other U.S. Listed Public Company Boards:

  183. DIVERSE AND INTERNATIONAL BOARD*

    | • | eBay Inc. |

  184. DIVERSE AND INTERNATIONAL BOARD*

    | • | The Allstate Corporation |

  185. DIVERSE AND INTERNATIONAL BOARD*

    | | Rayford Wilkins, Jr., 72 Independent Director Director Since: 2013 Morgan Stanley Committees: • CMDS • Governance and Sustainability (Chair) |

  186. 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. |

  187. DIVERSE AND INTERNATIONAL BOARD*

    Professional Experience:

  188. DIVERSE AND INTERNATIONAL BOARD*

    | • | CEO of Diversified Businesses of 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. |

  189. DIVERSE AND INTERNATIONAL BOARD*

    | • | During his career, 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. |

  190. DIVERSE AND INTERNATIONAL BOARD*

    | • | Began career at Southwestern Bell Telephone in 1974. |

  191. DIVERSE AND INTERNATIONAL BOARD*

    Educational Experience:

  192. DIVERSE AND INTERNATIONAL BOARD*

    | • | The University of Texas at Austin, Bachelor's Degree |

  193. DIVERSE AND INTERNATIONAL BOARD*

    Other U.S. Listed Public Company Boards:

  194. DIVERSE AND INTERNATIONAL BOARD*

    | • | Caterpillar Inc. |

  195. DIVERSE AND INTERNATIONAL BOARD*

    | • | Valero Energy Corporation |

  196. DIVERSE AND INTERNATIONAL BOARD*

    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. 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 the Board committee charters, as applicable.

  197. 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 Firm’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 for the public company 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. No changes were made to our director compensation program in 2023. The following table contains information with respect to the annual compensation (including deferred compensation) of our non-employee directors earned during 2023 with respect to their Board service.

  198. 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 ($) | | Alistair M. Darling | 83,333 | 260,000 | — | — | 343,333 | | Thomas H. Glocer | 200,000 | 260,000 | — | — | 460,000 | | Robert H. Herz | 140,000 | 260,000 | — | — | 400,000 | | Erika H. James | 100,000 | 260,000 | — | — | 360,000 | | Shelley B. Leibowitz | 100,000 | 260,000 | — | — | 360,000 | | Stephen J. Luczo | 100,000 | 260,000 | — | — | 360,000 | | Jami Miscik | 130,000 | 260,000 | — | — | 390,000 | | Dennis M. Nally | 130,000 | 260,000 | — | — | 390,000 | | Mary L. Schapiro | 100,000 | 260,000 | — | — | 360,000 | | Perry M. Traquina | 140,000 | 260,000 | — | — | 400,000 | | Rayford Wilkins, Jr. | 130,000 | 260,000 | — | — | 390,000 |

  199. Director Compensation

    | (1) Messrs. Gorman, Kamezawa and Miyachi received no compensation during 2023 for Board service. Mr. Darling passed away on November 30, 2023, and his annual Board member cash retainer for 2023 was prorated in accordance with the Board-approved non-employee director fee schedule. During 2023, in connection with her board service at MSIP and MSBIL and board and committee service at MSIL, Ms. Butler received £162,611, which, when converted to U.S. dollars using the average of 2023 daily spot rates of £1 to $1.2439, equals $202,272. |

  200. 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 2023. Cash retainers for service on the Board and Board committees during the 2023 service period are payable semi-annually in arrears for the period beginning at the 2023 annual meeting of shareholders (May 19, 2023) and concluding at the 2024 annual meeting of shareholders (May 23, 2024). Amounts in the table represent cash retainers earned for a portion of the 2022 service period (January 1, 2023 to May 18, 2023) and cash retainers earned for a portion of the 2023 service period (May 19, 2023 to December 31, 2023). |

  201. Director Compensation

    The following table sets forth the annual retainers payable with respect to service on the Board in 2023. 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.

  202. Director Compensation

    | Position | Annual Retainer ($) | | Board Member | 100,000 | | Independent Lead Director | 100,000 | | Committee Chairs | | | Audit and Risk Committees | 40,000 | | All Other Committees | 30,000 | | Committee Members | — |

  203. 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. Elective Units in lieu of cash retainers earned for the second half of the 2022 service period were granted in arrears on June 1, 2023, to Messrs. Glocer and Luczo, Ms. Schapiro, and Mr. Traquina. Elective Units in lieu of cash retainers earned for the first half of the 2023 service period were granted in arrears on December 1, 2023, to Messrs. Glocer, Luczo, and Traquina. The number of Elective Units granted on each applicable grant date is based on the volume-weighted average price (VWAP) of the Firm’s common stock on the grant date as follows: $82.0752 on June 1, 2023, and $80.2045 on December 1, 2023.

  204. Director Compensation

    | (3) Represents the aggregate grant date fair value of the annual stock unit award granted on June 1, 2023, which is based on $82.0752, the VWAP of the Firm’s common stock on June 1, 2023. For further information on the valuation of these stock units, see notes 2 and 19 to the consolidated financial statements included in the 2023 Form 10-K. |

  205. 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). The annual equity award and initial equity award is $260,000, 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.

  206. Director Compensation

    | (4) The following table sets forth the aggregate number of shares underlying DECAP stock units held by each director on December 31, 2023. |

  207. Director Compensation

    | Name | Stock Units (#) | | Alistair M. Darling | 27,040 | | Thomas H. Glocer | 102,425 | | Robert H. Herz | 69,671 | | Erika H. James | 5,217 | | Shelley B. Leibowitz | 7,933 | | Stephen J. Luczo | 14,262 | | Jami Miscik | 33,440 | | Dennis M. Nally | 21,866 | | Mary L. Schapiro | 29,307 | | Perry M. Traquina | 76,512 | | Rayford Wilkins, Jr. | 38,858 |

  208. INDIVIDUAL PERFORMANCE

    | James P. Gorman Chief Executive Officer | • Continued outstanding leadership of the Firm’s long-term strategy, core values, and culture | | | • Successfully accomplished an orderly, multi-year CEO succession planning process that demonstrated the world-class quality and depth of Firm’s leadership talent and resulted in the Board’s appointment of an outstanding CEO and two strong executives as the Firm’s Co-Presidents | | | • Delivered solid financial results in a challenging market and macro environment, executing on the Firm’s balanced business model, and setting up the Firm for future growth | | | • Achieved total shareholder return of 14% and premium valuation relative to core banking peers (since 2010, when Mr. Gorman became CEO, the stock price has more than tripled and market capitalization has increased from $40 billion to $153 billion) | | | • Achieved Firm net revenues of $54.1 billion and net income applicable to the Firm of $9.1 billion, or $5.18 per diluted share, as well as full-year ROTCE of 12.8% | | | • The standardized CET1 Ratio at December 31, 2023 was 15.2%, 230 bps above our risk-based capital regulatory minimum and evidence of our prudent capital management | | | • Oversaw evolutions in the Firm’s businesses, with over 60% of the Firm’s 2023 Pre-Tax Profit coming from the Wealth and Investment Management businesses (up from approximately 30% in 2010; net revenues from both businesses have more than doubled and client assets have more than tripled since 2010) and the Institutional Securities business holding top-tier wallet share positions in Equities (~20%), Investment Banking (~15%) and Fixed Income (~10%) | | | • Continued to increase returns to shareholders. The quarterly dividend was increased to $0.85 (up from $0.05 in 2010), with total dividends paid of $5.4 billion (up from $0.3 billion in 2010), and the Firm repurchased $5.3 billion of outstanding common shares | | | • Integrally involved in resolution of a significant legal and regulatory matter | | | • Effectively managed the Firm’s risk appetite and associated controls during a period of economic and geopolitical uncertainty, specifically related to the continued rise of interest rates, U.S. regional banking crisis, and increased tensions in the Middle East | | | • Continued the Firm’s commitment to talent management, including diversity and inclusion, investing in underserved communities, and enhancing engagement with diverse-led businesses |

  209. 4.1 Compensation Decisions

    4.1 Compensation Decisions The table below shows the CMDS Committee’s 2023 compensation decisions for the NEOs, which is different from the SEC required disclosure in the “2023 Summary Compensation Table.” The compensation reported in rows 1 and 2 below are also reported in the “2023 Summary Compensation Table.” The awards reported in rows 3 and 4 are not reportable in the “2023 Summary Compensation Table” because they were not granted in 2023; they will be reportable next year in the summary compensation table, in accordance with SEC rules. The awards reported in rows 3 and 4 were granted on January 17, 2024, after the date of the release of 2023 year-end earnings. Equity grants are not timed to take advantage of nonpublic information. Annual grants of year-end equity awards are made after the public release of the Firm’s earnings. Consistent with previous years’ compensation and shareholder feedback over the years, 60% of Mr. Gorman's deferred incentive compensation is delivered in a PSU award, 75% of Mr. Gorman’s incentive compensation is deferred over three years and is subject to cancellation, and 100% of Mr. Gorman’s deferred incentive compensation is delivered in the form of equity awards, aligning his compensation with shareholders’ interests. For other NEOs, the amount of incentive compensation that is deferred is based on a deferral table, which results in a more significant deferral at higher incentive compensation levels.

  210. 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 | $8,875,000 | $5,162,500 | $9,187,500 | $7,962,500 | $7,437,500 | | 3. | Deferred Equity Award (2023 RSUs)(a) | $5,325,000 | $4,212,500 | $6,412,500 | $5,362,500 | $6,812,500 | | 4. | 2024–2026 Performance-Vested Equity Award (2024 PSUs)(b) | $21,300,000 | $3,125,000 | $8,400,000 | $7,175,000 | $4,750,000 | | | Total (sum of rows 1-4): | $37,000,000 | $13,500,000 | $25,000,000 | $21,500,000 | $20,000,000 | | 5. | One-Time Staking Award(c) | | | $20,000,000 | $20,000,000 | $20,000,000 |

  211. 4.1 Compensation Decisions

    | (a) Consists of RSUs granted in January 2024 for performance in 2023 (2023 RSUs). Mr. Gorman received 63,164 RSUs, Ms. Yeshaya received 49,968 RSUs, Mr. Pick received 76,064 RSUs, Mr. Saperstein received 63,609 RSUs and Mr. Simkowitz received 80,808 RSUs (in each case, calculated using the volume-weighted average price of Firm common stock of $84.3039 on January 17, 2024, the grant date). The 2023 RSUs are scheduled to vest and convert to shares of Firm common stock (and cancellation provisions lift) on January 27, 2027, except that 50% of Mr. Gorman’s 2023 RSUs are scheduled to vest and convert to shares on January 27, 2026, consistent with his deferral schedule for his 2022 compensation. |

  212. 4.1 Compensation Decisions

    | (b) Consists of PSUs granted in January 2024 for forward-looking performance (2024 PSUs). The target number of performance stock units underlying the 2024 PSUs granted to Mr. Gorman is 252,656 stock units, to Ms. Yeshaya is 37,068 stock units, to Mr. Pick is 99,638 stock units, to Mr. Saperstein is 85,108 stock units and to Mr. Simkowitz is 56,342 stock units (in each case, calculated using the volume-weighted average price of Firm common stock of $84.3039 on January 17, 2024, the grant date). |

  213. 4.1 Compensation Decisions

    | (c) For each of Messrs. Pick, Saperstein and Simkowitz, the one-time Staking Award granted in October 2023 consists of a grant of 111,938 RSUs and a target number of PSUs of 167,906 (in each case calculated using the volume-weighted average price of Firm common stock of $71.4679 on October 25, 2023, the grant date). The one-time Staking Awards, which are not part of annual compensation, are described in detail in Section 4.4 “One-Time Staking Awards Support CEO Succession and Leadership Transition.” |

  214. 4.2 Annual Compensation Program Elements

    4.2 Annual Compensation Program Elements The following chart provides a summary of the principal elements of the Firm’s 2023 annual compensation program for our NEOs. In determining the appropriate pay mix for our NEOs, the CMDS Committee considers the fixed and variable, and upfront and deferred, components of their respective pay. Each NEO receives a fixed base salary and is eligible to receive variable discretionary annual incentive compensation for prior year performance. Annual incentive compensation is intended to reward NEOs for achievement of the Firm’s financial and strategic objectives over the prior year, and individual performance, including risk management, and is delivered in a mix of a cash bonus and deferred incentive compensation in the form of deferred equity. The amount of incentive compensation that is deferred is based on a deferral table, which provides for a more significant deferral at higher incentive compensation levels. For 2023, the CMDS Committee granted 100% of each NEO’s deferred incentive compensation in equity-based RSUs and PSUs, aligning compensation with shareholders’ interests. The PSUs, which are deferred equity awards that are subject to future achievement of specified financial objectives over a three-year period, are described in more detail in Section 4.3 “Performance Stock Units.” The Staking Awards granted in 2023, which are not part of annual compensation, are described in detail in Section 4.4 “One-Time Staking Awards Support CEO Succession and Leadership Transition.”

  215. 4.2 Annual Compensation Program Elements

    | | Purpose | Features | | Base Salary | • Reflects level of experience and responsibility • Intended to be competitive with salaries for comparable positions at competitors • Only fixed source of compensation | • Reviewed periodically and is subject to change for, among other reasons, a change in responsibilities or the competitive environment • Unchanged for NEOs in 2023 • Effective January 1, 2024, Mr. Pick’s base salary was increased to $1.5 million to bring his base salary as CEO in line with the base salary that was paid to Mr. Gorman as CEO | | Cash Bonus | • Aligned with competitive pay approaches • Intended to be consistent with practice among the Comparison Group | • Determined and awarded in the year following the performance year • Higher-compensated employees continue to be subject to higher deferral levels | | Deferred Equity Incentive Compensation Award — RSUs | • Provide a competitive mix of time-based, in addition to performance-vested, equity awards • Link realized value to shareholder returns • Terms of awards support retention objectives and mitigate excessive risk-taking over a three-year deferral period | • See Section 4.5 “Additional Compensation Practices—Clawback Policies and Procedures” • Subject to cancellation for competition, cause (i.e., any act or omission that constitutes a breach of obligation to the Firm, including failure to comply with internal policies, or compliance, ethics or risk management standards, and failure or refusal to perform duties satisfactorily, including supervisory and management duties), disclosure of proprietary information, and improper solicitation of employees or clients | | Performance-Vested Incentive Compensation Award — PSUs | • 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 Firm’s consolidated financial results, constitutes a violation of the Firm’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 Firm or any of its businesses or functions | | | | • PSUs are also subject to clawback if excess shares are delivered based on a financial statement that was later required to be restated due to a restatement (without regard to fault or misconduct) within the three fiscal years preceding the date the restatement was required • Subject to equity ownership commitment • For PSUs, see also Section 4.3 “Performance Stock Unit Program” |

  216. 4.3 Performance Stock Unit Program

    4.3 Performance Stock Unit Program The PSUs granted on January 17, 2024 (2024 PSUs) tie a meaningful portion of each NEO’s compensation to the Firm’s long-term financial performance and reinforce the NEO’s accountability for the achievement of the Firm’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.

  217. GENERAL TERMS

    GENERAL TERMS The 2024 PSUs will vest and convert to shares of the Firm’s common stock at the end of the three-year performance period upon the Firm’s achievement of predetermined performance objectives with respect to the Firm’s average ROTCE and the Firm’s average ROTCE relative to the ROTCE of each member of a peer group, as set forth below, over the period beginning on January 1, 2024, and ending on December 31, 2026. These performance objectives are consistent with, and drive, the Firm’s long-term strategy, reflective in the strategic objectives in Section 1.3 and the performance priorities in Section 3.1. While each participant was awarded a target number of performance stock units, the actual number of units earned could vary from zero, if performance objectives are not met, to up to 1.5 times target, if performance objectives are meaningfully exceeded. No participant will receive any portion of the PSU award if the threshold performance objectives are not met. The 2024 PSUs earn cash dividends that accrue interest at the short-term Treasury rate then in effect, compounded monthly, through the scheduled conversion date. The PSU awards remain subject to cancellation upon certain events until they are converted to shares of Firm common stock. If, after conversion of the PSU awards, the CMDS Committee determines that the performance certified by the CMDS Committee was based on materially inaccurate financial statements, then the shares delivered will be subject to clawback by the Firm. PSU awards are also subject to any clawback policy adopted by the Firm from time to time, including to comply with applicable rules and regulations (including the Dodd-Frank Act and the regulations and listing standards adopted thereunder). The Firm has adopted a clawback policy (the Morgan Stanley Compensation Recoupment Policy) to comply with the Dodd-Frank Act and the regulations and listing standards adopted thereunder.

  218. PERFORMANCE OBJECTIVES

    PERFORMANCE OBJECTIVES One-half of the target PSU award is earned based on the Firm’s average ROTCE over the three-year performance period (MS Average ROTCE). The other half of the target PSU award is earned based on the Firm’s average ROTCE over the three-year performance period relative to the ROTCE of each member of a peer group (ROTCE Comparison Group) over the same three-year performance period (Relative ROTCE). 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):

  219. 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%. The CMDS Committee reviews the structure and terms of the PSU program at least annually. The CMDS Committee believes that an absolute and relative ROTCE objective is aligned with Firm strategic objectives, given that ROTCE is a key Firm performance priority and that the significant proportion of executive compensation awarded in the form of equity awards appropriately 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 Firm’s peers. As described in further detail in note 2 to the “2023 Grants of Plan-Based Awards” table, each of our NEOs received a PSU award in January 2023 (2023 PSUs) on similar terms as described above.

  220. PSU PROGRAM PERFORMANCE

    PSU PROGRAM PERFORMANCE The CMDS Committee has consistently set challenging performance objectives for our PSUs. The variability over time of the percentage of our PSUs that have been earned demonstrates a strong pay-for-performance link. Since the inception of the program in 2009, the average of the payouts of all 12 annual PSU awards up to and including the PSUs granted in 2021 (2021 PSUs) is 110% of target.

  221. PSU Program Performance

    PSU Program Performance As described in note 3 to the “2023 Stock Vested” table, 2021 PSUs vested at 142% of target, based on performance over the three-year performance period ended December 31, 2023.

  222. ADJUSTMENTS

    ADJUSTMENTS PSU award terms require the CMDS Committee to equitably adjust the calculation of performance measures based on publicly reported information to maintain the intended economics and to carry out the intent of the original terms of PSUs if an event occurs that, in the determination of the Committee, renders such measures to no longer be appropriate. UBS reported amounts related to the acquisition of Credit Suisse by UBS that UBS management believes are not representative of the underlying performance of the businesses. As a result, the CMDS Committee approved the equitable adjustment of UBS’ 2023 ROTCE, as utilized in the calculation of relative ROTCE in the 2023 PSUs, to exclude the impact of the Credit Suisse acquisition. In addition, in light of the acquisition of Credit Suisse by UBS, the CMDS Committee removed Credit Suisse from the peer group for 2023 PSUs.

  223. AWARD DESIGN

    AWARD DESIGN The Staking Awards are 100% equity, with 60% delivered in PSUs (Staking Award PSUs) and 40% delivered in RSUs (Staking Award RSUs). The majority of each Staking Award is performance-based and the Staking Award RSUs support many of the same shareholder-aligned objectives as the Staking Award PSUs and provide a balanced package together with the Staking Award PSUs. The mix is consistent with the Firm’s annual deferred compensation awards, which the CMDS Committee believes is consistent with shareholder interests, as supported by the Firm’s historically high Say on Pay vote results. The mix allows for focus on performance metrics, while also providing a balance of time-based equity to focus on long-term shareholder value creation. The mix also achieves balance by incentivizing appropriate risk-taking, while mitigating against excessive risk-taking. The Staking Awards are designed to reinforce the executive’s accountability for the Firm’s future financial goals and directly tie compensation outcomes to shareholder-based value creation over a multi-year period in a balanced manner that does not encourage imprudent risk-taking. Consistent with the Firm’s annual PSU and RSU awards: (1) the Staking Award PSUs have a three-year performance period (2024-2026), vest only if the Firm achieves predetermined performance goals based equally on relative and absolute ROTCE, and may deliver zero shares if the performance goals are not met and up to 1.5x the target number of shares granted if the performance goals are meaningfully exceeded; and (2) the Staking Award RSUs vest and convert to shares after three years (on January 25, 2027). The Staking Award PSUs will convert in 2027 after the CMDS Committee certifies that the performance goals have been met. Given a recent review of the Firm’s PSU program in 2022 with the Committee’s independent compensation consultant and the Firm’s Chief Risk Officer and resulting updates to the program, the CMDS Committee determined that the program’s equal weighting of absolute and relative ROTCE performance metrics, three-year performance period and performance grid were appropriate for the Staking Award PSUs in order to maintain alignment with the Firm’s financial and strategic objectives. In the CMDS Committee’s best judgment, maintaining uniform performance metrics over the same performance period between annual awards and Staking Awards would be more motivating and drive more focused performance than granting a Staking Award that introduced different performance metrics and a different performance period. The Staking Award RSUs encourage leadership continuity through vesting conditions and mitigate imprudent risk-taking over the deferral period due to cancellation provisions and being denominated in stock and therefore having their value indexed to the value of the Firm’s stock price from grant until conversion to shares. The Staking Awards contain other important governance features. For example, they do not contain a provision for vesting upon achievement of retirement eligibility, are subject to cancellation for resignation or competitive activity, and are subject to the Morgan Stanley Compensation Recoupment Policy and the Morgan Stanley Equity Ownership Commitment. See Section 4.5 “Additional Compensation Practices—Clawback Policies and Procedures” and the “Ownership of Our Stock—Executive Equity Ownership Commitment” section of this proxy statement. The Staking Awards are not part of the executives’ regular annual compensation and will not be awarded on a regular basis.

  224. Cancellation and Clawback Provisions

    | Category | Trigger | Award Type | | | | | RSUs | PSUs | | Conduct | The award holder engages in Cause (i.e., any act or omission that constitutes a breach of obligation to the Firm, including failure to comply with internal policies, or compliance, ethics or risk management standards, and failure or refusal to perform duties satisfactorily, including supervisory and management duties) | √ | √ | | | The award holder’s act or omission (including with respect to direct supervisory responsibilities) causes a loss of revenue associated with a position on which the employee was paid, and the employee operated outside of internal control policies | √ | √ | | | The award holder engages in competition | √ | √ | | | The award holder discloses proprietary information | √ | √ | | | The award holder improperly solicits employees or clients | √ | √ | | | The award holder makes defamatory or disparaging comments about the Firm | √ | √ | | Risk Management | The award holder’s act or omission (including with respect to direct supervisory responsibilities) constitutes a violation of the Firm’s global risk management principles, policies, and standards | √ | √ | | Material Adverse Outcome | The CMDS Committee determines that the award holder had significant responsibility for a material adverse outcome for the Firm or any of its businesses or functions | √ | √ |

  225. 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.

  226. SHARE USAGE

    | • | Long-Term Goals is the attainment of objectives assuming a normal market environment and may be impacted by external factors that cannot be predicted at this time, including but not limited to geopolitical, macroeconomic and market conditions and future legislation and regulations and any changes thereto. |

  227. 2023 Summary Compensation Table

    2023 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. For Messrs. Pick, Saperstein and Simkowitz, the 2023 “Stock Awards” column includes the $20,000,000 grant date fair value of the one-time Staking Awards that were awarded in connection with the CEO transition and which are discussed in detail in the CD&A (see also notes 4 and 5 below). The 2023 “Total” exclusive of the Staking Awards is $24,059,955 for Mr. Pick, $20,908,000 for Mr. Saperstein, and $18,797,315 for Mr. Simkowitz. These amounts differ from, and are not substitutes for, the amounts reported in the 2023 “Total” column. A summary of the CMDS Committee’s decisions on the compensation awarded to our NEOs for 2023 performance can be found in the CD&A.

  228. 2023 Summary Compensation Table

    | Name and Principal Position(1) | 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 | 2023 | 1,500,000 | 8,875,000 | 22,500,000 | 4,167 | 72,439 | 32,951,606 | | | 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 | | Sharon Yeshaya Executive Vice President and Chief Financial Officer | 2023 | 1,000,000 | 5,162,500 | 5,062,500 | 7,604 | 30,014 | 11,262,618 | | | 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 Pick Co-President, Head of Institutional Securities, and Co-Head of Corporate Strategy | 2023 | 1,000,000 | 9,187,500 | 33,837,500 | 21,755 | 13,200 | 44,059,955 | | | 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 | | Andrew M. Saperstein Co-President and Head of Wealth Management | 2023 | 1,000,000 | 7,962,500 | 31,887,500 | 5,631 | 52,369 | 40,908,000 | | | 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 | | Daniel A. Simkowitz Head of Investment Management and Co-Head of Corporate Strategy | 2023 | 1,000,000 | 7,437,500 | 30,262,500 | 28,573 | 68,742 | 38,797,315 | | | 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 |

  229. 2023 Summary Compensation Table

    | (1) As of January 1, 2024, Mr. Gorman became Executive Chairman, Mr. Pick became Chief Executive Officer, Mr. Saperstein also became Head of Investment Management, and Mr. Simkowitz became Co-President and Head of Institutional Securities. |

  230. 2023 Summary Compensation Table

    | (2) Includes any elective deferrals to the Firm’s employee benefit plans. |

  231. 2023 Summary Compensation Table

    | (3) For 2023, consists of 2023 annual cash bonus paid in February 2024 for performance in 2023. |

  232. 2023 Summary Compensation Table

    | (4) For 2023, consists of RSUs granted on January 18, 2023 for performance in 2022 (2022 RSUs), forward-looking long-term incentive program (LTIP) awards in the form of PSUs granted on January 18, 2023 (2023 PSUs), the realizable value of which is dependent entirely on the satisfaction of predetermined performance goals over a three-year performance period, and for Messrs. Pick, Saperstein and Simkowitz, a |

  233. 2023 Summary Compensation Table

    one-time staking award (Staking Award) granted on October 25, 2023 consisting in part of restricted stock units (Staking Award RSUs) and in part of forward-looking LTIP awards in the form of PSUs (Staking Award PSUs). The realizable value of the 2023 PSU awards and the Staking Award PSUs is dependent entirely on the satisfaction of predetermined performance goals over a three-year performance period. For further details on 2022 RSUs, 2023 PSUs, and Staking Awards, see “2023 Grants of Plan-Based Awards.”

  234. 2023 Summary Compensation Table

    | (5) Represents aggregate grant date fair value of stock unit awards granted during the applicable period, including awards granted for service during the prior year, forward-looking performance-based compensation, and one-time Staking Awards granted in connection with the CEO transition. |

  235. 2023 Summary Compensation Table

    For stock unit awards granted in 2023, the change in the aggregate grant date fair value from 2022 to 2023 is impacted in part by the Firm’s utilization of target performance as the probable outcome of the performance conditions as of the grant date for 2023 PSUs and Staking Award PSUs. For stock unit awards granted in 2021 and 2022, the Firm utilized above target performance as the probable outcome of the performance conditions for PSUs. The following table lists the aggregate grant date fair value of stock unit awards granted to the NEOs during 2023. The aggregate grant date fair value of 2022 RSUs and Staking Award RSUs included in the table is based on the volume-weighted average price (VWAP) of the Firm’s common stock on the grant date, and the aggregate grant date fair value of 2023 PSUs and Staking Award PSUs included in the table is based on the VWAP of the Firm’s common stock on the grant date and the probable outcome of the performance conditions as of the grant date. For purposes of this proxy statement, the probable outcome of the performance conditions as of the grant date for 2023 PSUs and Staking Award PSUs is the achievement of the target level of performance conditions. Based on actual Firm performance, participants can earn up to a maximum of 1.5 times the target number of 2023 PSUs and Staking Award PSUs granted, and as few as zero of the 2023 PSUs and Staking Award PSUs granted. The value of 2023 PSUs on the grant date, assuming that the highest level of performance conditions will be achieved and the maximum of 1.5 times the target number of units will be earned, is: $27,000,000 for Mr. Gorman; $3,375,000 for Ms. Yeshaya; $11,812,500 for Mr. Pick; $10,237,500 for Mr. Saperstein; and $6,375,000 for Mr. Simkowitz. The value of Staking Award PSUs on the grant date, assuming that the highest level of performance conditions will be achieved and the maximum of 1.5 times the target number of units will be earned, is: $18,000,000 for each of Messrs. Pick, Saperstein and Simkowitz.

  236. 2023 Summary Compensation Table

    | | Stock Unit Awards Granted During 2023 ($) | | | | | | Name | 2022 RSUs | 2023 PSUs | Staking Award RSUs (40% of the award) | Staking Award PSUs (60% of the award) | Total | | James P. Gorman | 4,500,000 | 18,000,000 | — | — | 22,500,000 | | Sharon Yeshaya | 2,812,500 | 2,250,000 | — | — | 5,062,500 | | Edward Pick | 5,962,500 | 7,875,000 | 8,000,000 | 12,000,000 | 33,837,500 | | Andrew M. Saperstein | 5,062,500 | 6,825,000 | 8,000,000 | 12,000,000 | 31,887,500 | | Daniel A. Simkowitz | 6,012,500 | 4,250,000 | 8,000,000 | 12,000,000 | 30,262,500 |

  237. 2023 Summary Compensation Table

    For further information on the valuation of the Firm’s RSUs and PSUs, see notes 2 and 19 to the consolidated financial statements included in the 2023 Form 10-K.

  238. 2023 Summary Compensation Table

    | (6) Represents the increase in each NEO’s pension value for 2023 (2023 Change in Pension Value). No NEO had above-market earnings on nonqualified deferred compensation awards in 2023. |

  239. 2023 Summary Compensation Table

    The 2023 Change in Pension Value is the aggregate change from December 31, 2022 to December 31, 2023 in the actuarially determined present values of the accumulated benefits under the Firm-sponsored defined benefit pension plans. These present values generally increased during 2023, due to a decrease in discount rates, partially offset by other factors. The present values at December 31, 2023 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 4.91% for the Morgan Stanley Employees Retirement Plan (ERP). 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. Benefits are assumed to commence at the earliest age that the NEO can receive unreduced benefits (or current age if later).

  240. 2023 Summary Compensation Table

    | (7) The “All Other Compensation” column for 2023 includes (a) contributions made by the Firm under our defined contribution plans with respect to such period and (b) the incremental cost to the Firm 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. |

  241. 2023 Summary Compensation Table

    | (a) Includes a matching contribution in the 401(k) Plan for 2023 of $13,200 for each NEO. |

  242. 2023 Summary Compensation Table

    | (b) Includes the incremental cost to the Firm of the use of a Firm car or car service, assistance with travel arrangements, personal meals, and, for Messrs. Gorman and Saperstein, $20,000 and $35,000, respectively, for costs related to the Firm’s Executive Health Program. For Mr. Gorman, also includes $32,028 for contingent pilots needed to operate the Firm’s aircraft (determined based on the cost of the contingent pilot services in excess of the fixed cost of salaried pilots for equivalent services). Mr. Gorman paid all other incremental costs of the flights. For Mr. Simkowitz, also includes $50,000 to partially reimburse him for housing costs associated with recurring business travel. |

  243. 2023 Grants of Plan-Based Awards(1)

    2023 Grants of Plan-Based Awards(1) The following table sets forth information with respect to RSUs granted to the NEOs in January 2023 for 2022 performance (2022 RSUs), PSUs granted in January 2023 for forward-looking performance (2023 PSUs) and for Messrs. Pick, Saperstein and Simkowitz, one-time Staking Awards granted on October 25, 2023 in connection with the CEO transition. The Staking Awards are discussed in detail in the CD&A.

  244. 2023 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 | 1/18/2023 | 1/5/2023 | 0 | 185,590 | 278,386 | — | 18,000,000 | | | 1/18/2023 | 1/5/2023 | — | — | — | 46,397 | 4,500,000 | | Sharon Yeshaya | 1/18/2023 | 1/5/2023 | 0 | 23,198 | 34,798 | — | 2,250,000 | | | 1/18/2023 | 1/5/2023 | — | — | — | 28,998 | 2,812,500 | | Edward Pick | 1/18/2023 | 1/5/2023 | 0 | 81,196 | 121,794 | — | 7,875,000 | | | 1/18/2023 | 1/5/2023 | — | — | — | 61,477 | 5,962,500 | | | 10/25/2023 | 10/25/2023 | 0 | 167,906 | 251,860 | — | 12,000,000 | | | 10/25/2023 | 10/25/2023 | — | — | — | 111,938 | 8,000,000 | | Andrew M. Saperstein | 1/18/2023 | 1/5/2023 | 0 | 70,370 | 105,554 | — | 6,825,000 | | | 1/18/2023 | 1/5/2023 | — | — | — | 52,197 | 5,062,500 | | | 10/25/2023 | 10/25/2023 | 0 | 167,906 | 251,860 | — | 12,000,000 | | | 10/25/2023 | 10/25/2023 | — | — | — | 111,938 | 8,000,000 | | Daniel A. Simkowitz | 1/18/2023 | 1/5/2023 | 0 | 43,820 | 65,730 | — | 4,250,000 | | | 1/18/2023 | 1/5/2023 | — | — | — | 61,992 | 6,012,500 | | | 10/25/2023 | 10/25/2023 | 0 | 167,906 | 251,860 | — | 12,000,000 | | | 10/25/2023 | 10/25/2023 | — | — | — | 111,938 | 8,000,000 |

  245. 2023 Grants of Plan-Based Awards(1)

    | (1) The 2023 PSUs, Staking Award PSUs and Staking Award RSUs included in this table are also disclosed in the “Stock Awards” column of the “2023 Summary Compensation Table” and “2023 Outstanding Equity Awards at Fiscal Year End.” The 2022 RSUs included in this table are also disclosed in the “Stock Awards” column of the “2023 Summary Compensation Table,” and the “2023 Stock Vested” and “2023 Nonqualified Deferred Compensation” tables. All awards set forth in this table were granted under the Morgan Stanley Equity Incentive Compensation Plan and 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.” |

  246. 2023 Grants of Plan-Based Awards(1)

    | (2) The 2023 PSUs and Staking Award PSUs are scheduled to vest and convert to shares in 2026 and in 2027, respectively, only if the Firm satisfies predetermined performance goals over the three-year performance period consisting of 2023-2025 and 2024-2026, respectively. One-half of each target PSU award is earned based on the Firm’s average ROTCE over the three-year performance period (MS Average ROTCE). The other half of the target PSU award is earned based on MS Average ROTCE (defined below but excluding any of the specified adjustments) relative to the average of the return on tangible common equity of each member of a peer group (ROTCE Comparison Group) over the same three-year performance period (Relative ROTCE). 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): |

  247. 2023 Grants of Plan-Based Awards(1)

    | MS Average ROTCE* | Multiplier | Relative ROTCE** | Multiplier | | 16% or more | 1.50 | 75th percentile or more | 1.50 | | 13% | 1.00 | 55th percentile | 1.00 | | 8% | 0.50 | 25th percentile | 0.50 | | Less than 8% | 0.00 | Less than 25th percentile | 0.00 |

  248. 2023 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. For purposes of each of clauses (b) through (d), adjustments shall only be made to MS Average ROTCE if the pre-tax amounts equal or exceed $100 million during the applicable fiscal year. |

  249. 2023 Grants of Plan-Based Awards(1)

    | ** The ROTCE Comparison Group is Bank of America, Barclays, Citigroup, Deutsche Bank, Goldman Sachs, JPMorgan Chase, UBS Group and Wells Fargo. |

  250. 2023 Grants of Plan-Based Awards(1)

    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%. Each NEO is entitled to receive cash dividend equivalents on the PSUs, subject to the same vesting, cancellation and payment provisions as the underlying award.

  251. 2023 Grants of Plan-Based Awards(1)

    | (3) The 2022 RSUs are scheduled to convert to shares on January 27, 2026, except that 50% of Mr. Gorman’s 2022 RSUs are scheduled to convert to shares on January 27, 2025. Each NEO was retirement-eligible under the terms of the 2022 RSUs at grant and, therefore, their awards are considered vested at grant for purposes of this proxy statement. The Staking Award RSUs are scheduled to vest and convert to shares on January 25, 2027, and do not contain a provision for vesting upon retirement eligibility. The NEOs are entitled to receive dividend equivalents with respect to their RSUs in the form of additional RSUs, subject to the same vesting, cancellation and payment provisions as the underlying award. |

  252. 2023 Grants of Plan-Based Awards(1)

    | (4) Represents the aggregate grant date fair value of the 2022 RSUs, 2023 PSUs and Staking Awards. The aggregate grant date fair values of the 2022 RSUs is based on $96.9873, and of the Staking Award RSUs is based on $71.4679, each representing the volume-weighted average price (VWAP) of the Firm’s common stock on the grant date. The aggregate grant date fair value of 2023 PSUs and the Staking Award PSUs is based on the VWAP of the Firm’s common stock on the grant date and the probable outcome of the performance conditions as of the grant date. For purposes of this proxy statement, the probable outcome of the performance conditions as of the grant date for each award is the achievement of the target level of performance conditions. Based on actual Firm performance, participants can earn up to a maximum of 1.5 times the target number of units granted, and as few as zero of the units granted. For further information on the valuation of the Firm’s RSUs and PSUs, see notes 2 and 19 to the consolidated financial statements included in the 2023 Form 10-K. |

  253. 2023 Outstanding Equity Awards at Fiscal Year End

    2023 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, 2023. None of our NEOs held any unexercised stock options on December 31, 2023.

  254. 2023 Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | James P. Gorman | — | — | 579,524 | 54,040,703 | | Sharon Yeshaya | — | — | 65,380 | 6,096,888 | | Edward Pick | 113,134 | 10,549,820 | 426,036 | 39,728,039 | | Andrew M. Saperstein | 113,134 | 10,549,820 | 378,332 | 35,279,882 | | Daniel A. Simkowitz | 113,134 | 10,549,820 | 304,800 | 28,422,813 |

  255. 2023 Outstanding Equity Awards at Fiscal Year End

    | (1) Consists of the Staking Award RSUs. The Staking Award RSUs are scheduled to vest and convert on January 25, 2027, subject to cancellation through the scheduled distribution date. |

  256. 2023 Outstanding Equity Awards at Fiscal Year End

    | (2) The value is based on $93.25, the closing price of the Firm’s common stock on December 29, 2023. |

  257. 2023 Outstanding Equity Awards at Fiscal Year End

    | (3) Consists of the 2022 PSUs and 2023 PSUs, and for Messrs. Pick, Saperstein and Simkowitz, also consists of the Staking Award PSUs. In accordance with SEC rules, based on Firm performance through December 31, 2023, the number of PSUs reflected in the table represents the maximum number of units that may be earned under the 2022 PSUs and 2023 PSUs. With respect to the Staking Award PSUs, no Firm performance was available with respect to these awards as of December 31, 2023, since the performance period did not begin until January 1, 2024; therefore, the PSUs reflected in the table represent the target number of units that may be earned under the award. Based on actual Firm performance over the applicable performance period, the NEOs may earn between a maximum of 1.5 times the target number, and as few as zero, of the units granted. The awards are scheduled to vest and convert as follows: the 2022 PSUs in 2025, the 2023 PSUs in 2026 and the Staking Award PSUs in 2027, in each case, only if the Firm satisfies the predetermined performance goals (see note 2 to “2023 Grants of Plan-Based Awards” for the performance goals for the 2023 PSUs and Staking Award PSUs). |

  258. 2023 Stock Vested

    2023 Stock Vested The following table contains information about the RSUs and PSUs held by our NEOs that vested during 2023. No stock options were exercised by our NEOs during 2023.

  259. 2023 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | James P. Gorman | 46,397 | 4,500,000(2) | | | 299,323 | 27,957,610(3) | | Sharon Yeshaya | 28,998 | 2,812,500(2) | | Edward Pick | 61,477 | 5,962,500(2) | | | 152,037 | 14,200,691(3) | | Andrew M. Saperstein | 52,197 | 5,062,500(2) | | | 75,067 | 7,011,590(3) | | Daniel A. Simkowitz | 61,992 | 6,012,500 (2) | | | 75,067 | 7,011,590(3) |

  260. 2023 Stock Vested

    | (1) Consists of the 2022 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, the PSUs granted on January 21, 2021 (2021 PSUs), which are considered vested on December 31, 2023 (the last day of the three-year performance period) for purposes of this proxy statement, based on the Firm’s performance over the performance period. For further details on the 2022 RSUs, see note 3 to “2023 Grants of Plan-Based Awards.” |

  261. 2023 Stock Vested

    | (2) The aggregate grant date fair value of the 2022 RSUs is based on $96.9873, the volume-weighted average price (VWAP) of the Firm’s common stock on the grant date. |

  262. 2023 Stock Vested

    | (3) The value realized is based on $93.4025, the VWAP of the Firm’s common stock on December 29, 2023, which is the last trading day of the 2021 PSUs’ performance period, for 142.28% of the target number of units underlying the 2021 PSUs. The 2021 PSUs converted to shares of common stock on February 22, 2024. |

  263. 2023 Pension Benefits

    2023 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 Firm’s defined benefit retirement plans as of December 31, 2023.

  264. 2023 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 | 110,374 | — | | Sharon Yeshaya | Morgan Stanley Employees Retirement Plan | 10 | 65 | 76,846 | — | | Edward Pick | Morgan Stanley Employees Retirement Plan | 17 | 65 | 265,207 | — | | Andrew M. Saperstein | Morgan Stanley Employees Retirement Plan | 4 | 65 | 71,041 | — | | Daniel A. Simkowitz | Morgan Stanley Employees Retirement Plan | 19 | 65 | 374,119 | — |

  265. 2023 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 or her actual service. |

  266. 2023 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). |

  267. 2023 Pension Benefits

    | (3) The present values on December 31, 2023 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 4.91% for the ERP. |

  268. 2023 Pension Benefits

    Eligible U.S. employees of the Firm and its U.S. affiliates hired before July 1, 2007 were covered after one year of service by the Employees Retirement Plan, a noncontributory 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 have occurred or 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 nonrecurring 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.

  269. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The following table contains information with respect to the participation of the NEOs in the Firm’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.

  270. 2023 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 | 4,500,000 | — | 2,620,836 | 11,228,889 | 14,887,941 | | Sharon Yeshaya | Restricted Stock Units | 2,812,500 | — | 506,271 | 613,129 | 6,306,937 | | Edward Pick | Restricted Stock Units | 5,962,500 | — | 2,905,671 | 5,758,052 | 24,034,796 | | Andrew M. Saperstein | Restricted Stock Units | 5,062,500 | — | 2,160,492 | 4,332,336 | 18,436,521 | | Daniel A. Simkowitz | Pre-Tax Incentive Program | — | — | 225,705 | — | 1,408,670 | | | Restricted Stock Units | 6,012,500 | — | 2,371,112 | 4,447,313 | 20,982,662 |

  271. 2023 Nonqualified Deferred Compensation

    | (1) RSU contributions represent the 2022 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 2022 RSUs in this column (which are also included in the “Stock Awards” column of the “2023 Summary Compensation Table,” “2023 Grants of Plan-Based Awards,” and “2023 Stock Vested”) is based on $96.9873, the volume-weighted average price (VWAP) of the Firm’s common stock on the grant date. |

  272. 2023 Nonqualified Deferred Compensation

    | (2) With respect to the RSUs, represents (i) the change in the closing prices of the Firm’s common stock on December 29, 2023 (or, if applicable, the earlier distribution date) compared to December 31, 2022 (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 2023 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). |

  273. 2023 Nonqualified Deferred Compensation

    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 Firm’s books and records on December 31, 2023, without giving effect to any withdrawals or distributions, compared to (ii) the sum of the balance of the NEO’s account reflected on the Firm’s books and records at December 31, 2022.

  274. 2023 Nonqualified Deferred Compensation

    | (3) Represents conversions of RSUs based on the closing price of the Firm’s common stock on the conversion date and distributions from our cash-based nonqualified deferred compensation plans. |

  275. 2023 Nonqualified Deferred Compensation

    | (4) With respect to the RSUs, represents the number of vested units held by the NEO on December 31, 2023 multiplied by the closing price of the Firm’s common stock on December 29, 2023, the last trading day of 2023. With respect to our cash-based nonqualified deferred compensation plans, represents the balance of the NEO’s account reflected on the Firm’s books and records on December 31, 2023. |

  276. 2023 Nonqualified Deferred Compensation

    The following is a description of the material terms with respect to contributions, earnings and distributions applicable to the cash nonqualified deferred compensation plan and the RSUs referenced in the table above.

  277. 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 Firm had undergone a change in control, in each case on December 31, 2023.

  278. Pay versus Performance

    Pay versus Performance Pursuant to SEC rules, the 2024 “Pay versus Performance” disclosure is required to include the following: (1) tabular compensation and performance disclosure for 2020, 2021, 2022 and 2023 (the PvP Table), (2) an unranked list of three to seven performance measures that the Firm considers to be its most important measures used to align compensation actually paid to the NEOs for 2023 to Firm 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 Firm’s Net Income and the Firm’s TSR, and between the Firm’s TSR and the Peer Group TSR, in each case over 2020-2023 (the PvP Relationship Disclosure). A detailed discussion of the CMDS Committee’s decisions regarding the compensation awarded to the NEOs for 2023 performance can be found in the CD&A.

  279. 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) | | 2023 | 32,951,606 | 41,898,167 | 33,756,972(7) | 44,972,433(7) | 207 | 133 | 9,230 | 12.8 | | 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 |