DEF 14A of Morgan Stanley, Apr 4, 2025

DEF 14A of Morgan Stanley

Filed Apr 4, 2025 · FY20240001140361-25-012302

Open on EDGAR

  1. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY The Firm believes that an effective board consists of a diverse group of individuals who possess a variety of complementary skills and a range of tenures. The G&S Committee and the Board regularly consider these skills in the broader context of the Board’s overall composition, with a view toward constituting a board that has the best skill set and experience to oversee the Firm’s business and the broad set of challenges that it faces and reflects the diversity of the Firm’s workforce, its clients, the communities it serves, and other key stakeholders. Director Nominees The Board has nominated the following 14 director nominees for election at the 2025 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.

  2. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | Experience, Qualifications and Skills | | | | | | | | | | | | | | | | | Leadership | • | • | • | • | • | • | • | • | • | • | • | • | • | • | 14 | | Public Company Governance | | • | • | • | • | • | • | • | • | • | • | • | • | • | 13 | | Global / International Perspective | • | • | • | | • | • | • | • | • | • | • | | • | • | 12 | | Human Capital Management | | • | | • | • | • | • | • | • | • | • | • | • | • | 12 | | Risk Management | • | | • | | • | • | • | • | • | • | • | • | • | • | 12 | | Accounting / Financial Reporting | • | • | • | | • | | | • | • | • | • | • | • | • | 11 | | Financial Services | • | | • | | • | • | • | • | • | • | • | • | • | | 11 | | Academia/ Government / Public Policy / Regulatory Affairs | • | | | • | • | | • | • | • | • | | • | • | • | 10 | | Current or Former CEO | | • | | | • | | • | | • | • | • | • | • | • | 9 | | Sustainability | | | • | • | • | | | • | | • | | • | • | • | 8 | | Strategic Planning | | • | | | • | | • | • | | • | • | | • | • | 8 | | Cybersecurity / Technology / Information Security | | • | | | • | • | • | | • | | | | | • | 6 |

  3. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | Board Tenure and Representation | | | | | | | | | | | | | | | | | Years on the Board (from date first elected) | 1 | 12 | 13 | 3 | 4 | 5 | 11 | 3 | 9 | 0 | 1 | 7 | 10 | 12 | | | Age at 2025 Annual Meeting | 60 | 65 | 71 | 55 | 63 | 64 | 66 | 64 | 72 | 66 | 56 | 69 | 69 | 73 | | | Number of Other Public Company Boards | 0 | 1 | 1 | 0 | 1 | 1 | 2 | 0 | 1 | 1 | 0 | 1 | 2 | 2 | | | Born Outside of the U.S. | • | | | • | • | | | • | | | | | | | 4 |

  4. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Notes: • Data and metrics are as of the annual meeting and are based on information self-identified by each director nominee. • Effective upon his election by shareholders, Mr. Peterson will join the Board.

  5. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Megan Butler, 60 Independent Director Director Since: 2024 Morgan Stanley Committees: • Audit |

  6. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Thomas H. Glocer, 65 Independent Lead Director Director Since: 2013 Morgan Stanley Committees: • CMDS • G&S |

  7. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | 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. |

  8. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  9. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  10. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  11. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  12. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  13. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Member of the Board of Directors of Morgan Stanley & Co. International plc (MSIP), Morgan Stanley Bank International Limited (MSBIL) and Morgan Stanley International Limited (MSIL), each since October 2022. |

  14. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  15. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  16. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | University of Sheffield, Bachelor of Laws |

  17. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | 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. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  19. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  22. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  23. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Columbia University, Bachelor’s Degree |

  24. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Yale Law School, Juris Doctor |

  25. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Merck & Co., Inc. |

  26. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Robert H. Herz, 71 Independent Director Director Since: 2012 Morgan Stanley Committees: • Audit (Chair) • G&S |

  27. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Erika H. James, 55 Independent Director Director Since: 2022 Morgan Stanley Committees: • CMDS • G&S |

  28. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | 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. |

  29. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  30. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  31. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  32. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  33. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Member of the Transition Advisory Group, advising the International Financial Reporting Standards Foundation Trustees and the ISSB from August 2022 to October 2024. |

  34. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  35. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  36. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  37. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  38. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  39. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  40. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Other U.S. Listed Public Company Boards:

  41. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Workiva Inc. |

  42. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  43. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Federal National Mortgage Association |

  44. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | 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 human capital management. |

  45. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  46. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  47. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  48. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  49. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | President of the Institute for Crisis Management, a consulting and research organization for crisis preparedness and response, from November 2012 to June 2014. |

  50. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  51. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  52. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  53. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Momentive Global Inc. |

  54. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Hironori Kamezawa, 63 Non-Management Director Director Since: 2021 Morgan Stanley Committees: • Risk |

  55. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Shelley B. Leibowitz, 64 Independent Director Director Since: 2020 Morgan Stanley Committees: • Audit • Operations and Technology |

  56. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | 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. |

  57. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  58. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | President and Group CEO of MUFG since April 2020, and Director of MUFG since June 2019. Director of MUFG Bank since June 2017. |

  59. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Deputy President of MUFG from April 2019 to March 2020, and Deputy President of MUFG Bank from April 2019 to March 2020. |

  60. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  61. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Deputy CEO of MUFG Americas and Chief Risk Officer for the Americas, based in New York, from May 2014 to May 2016. |

  62. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  63. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  64. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  65. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  66. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Other U.S. Listed Public Company Boards: • MUFG

  67. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | Qualifications, Attributes and Skills: | | Ms. Leibowitz brings to the Board extensive leadership in technology and financial services, with expertise in digital transformation, innovation programs, technology oversight and risk management, and information security. |

  68. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  69. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  70. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  71. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  72. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  73. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Member of the Council on Foreign Relations and the New York Board of the National Association of Corporate Directors. |

  74. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  75. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Williams College, Bachelor’s Degree |

  76. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Other U.S. Listed Public Company Boards:

  77. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Elastic |

  78. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  79. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Jami Miscik, 66 Independent Director Director Since: 2014 Morgan Stanley Committees: • Operations and Technology (Chair) • Risk |

  80. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Masato Miyachi, 64 Non-Management Director Director Since: 2022 Morgan Stanley Committees: • Operations and Technology |

  81. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | 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. |

  82. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  83. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  84. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  85. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Co-CEO and Vice Chair of Kissinger from 2015 to 2017 and President and Vice Chair of Kissinger from 2009 to 2015. |

  86. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  87. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  88. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Co-Chair of the President’s Intelligence Advisory Board from 2014 to 2017 and served as Senior Advisor for Geopolitical Risk at Barclays Capital. |

  89. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  90. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Pepperdine University, Bachelor’s Degree |

  91. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  92. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Other U.S. Listed Public Company Boards:

  93. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | General Motors Company |

  94. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | HP Inc. |

  95. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | 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. |

  96. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  97. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  98. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  99. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  100. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  101. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  102. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  103. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  104. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  105. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  106. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  107. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Dennis M. Nally, 72 Independent Director Director Since: 2016 Morgan Stanley Committees: • Audit • CMDS (Chair) |

  108. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Douglas L. Peterson, 66 Independent Director Director Nominee Morgan Stanley Committees: • Risk* |

  109. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | 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. |

  110. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  111. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  112. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  113. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  114. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  115. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  116. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Other U.S. Listed Public Company Boards:

  117. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Cencora |

  118. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | Qualifications, Attributes and Skills: | | Mr. Peterson has 40 years of experience in the financial services industry and brings to the Board an international and financial markets perspective. As a former President and CEO of S&P, he has extensive leadership experience, an established record as a strategic thinker, and risk management, human capital management, sustainability and technology experience. |

  119. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  120. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Senior Advisor of SPGI since November 2024. |

  121. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Former President and CEO of SPGI from 2013 to November 2024 and Director of SPGI since 2013. |

  122. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Joined Citigroup Inc. (Citigroup) in 1985 and during his tenure served in senior leadership positions including Chief Operating Officer of Citibank, N.A. from 2010 to 2011, Chairman and CEO of Citigroup Japan from 2004 to 2010, Chief Auditor of Citigroup from 2000 to 2004, and positions of increasing responsibility in Latin America. |

  123. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Member of the Boards of Directors of the UN Global Impact, Japan Society and National Bureau of Economic Research. |

  124. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Member of the Advisory Board of the Federal Deposit Insurance Corporation’s Systemic Resolution Advisory Committee. |

  125. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  126. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Claremont McKenna College, Bachelor’s Degree |

  127. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Wharton School at the University of Pennsylvania, Master of Business Administration |

  128. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Other U.S. Listed Public Company Boards:

  129. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | SPGI* |

  130. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | * Mr. Peterson will not stand for re-election for the board of SPGI at their annual meeting of shareholders. Effective upon his election by shareholders, Mr. Peterson will join the Risk Committee. |

  131. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Edward Pick, 56 Chairman Director Since: 2024 |

  132. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Mary L. Schapiro, 69 Independent Director Director Since: 2018 Morgan Stanley Committees: • G&S • Risk |

  133. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | 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. |

  134. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  135. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Chairman of Morgan Stanley since January 2025, and CEO since January 2024. |

  136. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  137. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  138. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  139. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Middlebury College, Bachelor’s Degree |

  140. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  141. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | 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 sustainability perspective. |

  142. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  143. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Vice Chair for Global Public Policy and Special Advisor to the Founder and Chair of Bloomberg L.P. since October 2018. |

  144. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  145. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  146. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  147. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  148. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  149. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  150. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  151. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  152. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | CVS Health Corporation |

  153. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Perry M. Traquina, 69 Independent Director Director Since: 2015 Morgan Stanley Committees: • Operations and Technology • Risk (Chair) |

  154. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | | Rayford Wilkins, Jr., 73 Independent Director Director Since: 2013 Morgan Stanley Committees: • CMDS • G&S (Chair) |

  155. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | 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. |

  156. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  157. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  158. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Partner, Senior Vice President and Director of Global Research at Wellington from 1998 to 2002 and President from 2002 to 2004. |

  159. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  160. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  161. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Brandeis University, Bachelor’s Degree |

  162. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  163. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Other U.S. Listed Public Company Boards:

  164. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | eBay Inc. |

  165. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | The Allstate Corporation |

  166. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | 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 a sustainability perspective. |

  167. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Professional Experience:

  168. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  169. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | 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. |

  170. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  171. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Educational Experience:

  172. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

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

  173. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    Other U.S. Listed Public Company Boards:

  174. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Caterpillar Inc. |

  175. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    | • | Valero Energy Corporation |

  176. OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY

    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.

  177. Board Structure and Independence

    Board Structure and Independence Our Board represents a tapestry of complementary skills, attributes and perspectives and includes individuals with financial services experience and a diverse international background.

  178. Board Structure and Independence

    | • | Directors may not stand for election if they will be 75 years old or older at the time of election. |

  179. Board Structure and Independence

    | • | Our Board conducts an ongoing review of Board composition and succession planning, resulting in substantial refreshment of the Board and a diversity of skills, attributes and perspectives on the Board. |

  180. Board Structure and Independence

    | • | Upon election at the annual meeting, the average tenure of the members of the Board will be approximately six years. |

  181. Board Structure and Independence

    | • | Our Board has a substantial majority of independent directors. Our Chairman and CEO is the only member of management who serves on the Board. |

  182. Board Structure and Independence

    | • | Our Independent Lead Director is selected from and appointed by the independent directors annually and has expansive duties set forth in our Corporate Governance Policies. The Independent Lead Director chairs regularly scheduled executive sessions without the Chairman. See “Board Leadership Structure and Role in Risk Oversight.” |

  183. Rotation of Board Leadership and Committee Appointments

    Rotation of Board Leadership and Committee Appointments It is expected that the Independent Lead Director and committee chairs will serve for approximately three to five years to provide for rotation of Board leadership and committee chairs while maintaining experienced leadership. In accordance with the Board’s policy regarding the periodic rotation of committee appointments, the Board has approved the following committee appointments since the beginning of 2024:

  184. Rotation of Board Leadership and Committee Appointments

    | | Ms. James was appointed to the CMDS Committee | | | Ms. Schapiro was appointed to the Risk Committee | | | Ms. Butler was appointed to the Audit Committee | | | Mr. Peterson will be appointed to the Risk Committee effective upon his election by shareholders |

  185. 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 service on the Board is determined by the Board, and the G&S Committee makes recommendations to the Board based on periodic benchmarking assessments and advice received from FW Cook, its independent advisor. In 2024, FW Cook conducted a customized review of the design and pay levels of our director compensation program compared to competitive market practices. Effective November 1, 2024, based on the recommendation of the G&S Committee following its review with FW Cook, the Board increased the value of the annual equity award by $15,000 and the annual Board retainer by $15,000. The following table contains information with respect to the annual compensation (including deferred compensation) of our non-employee directors earned during 2024 with respect to their Board service.

  186. 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 ($) | | Megan Butler* | 69,167 | 260,000 | — | 224,938(5) | 554,105 | | Thomas H. Glocer | 202,500 | 260,000 | — | — | 462,500 | | Robert H. Herz | 142,500 | 260,000 | — | — | 402,500 | | Erika H. James | 102,500 | 260,000 | — | — | 362,500 | | Shelley B. Leibowitz | 102,500 | 260,000 | — | — | 362,500 | | Stephen J. Luczo* | 92,917((6)) | 260,000((6)) | — | — | 352,917 | | Jami Miscik | 132,500 | 260,000 | — | — | 392,500 | | Dennis M. Nally | 132,500 | 260,000 | — | — | 392,500 | | Mary L. Schapiro | 102,500 | 260,000 | — | — | 362,500 | | Perry M. Traquina | 142,500 | 260,000 | — | — | 402,500 | | Rayford Wilkins, Jr. | 132,500 | 260,000 | — | — | 392,500 |

  187. Director Compensation

    | * Ms. Butler joined the Board effective May 23, 2024, and Mr. Luczo concluded service on the Board effective December 31, 2024. |

  188. Director Compensation

    | (1) Messrs. Kamezawa and Miyachi, and employee directors, Messrs. Gorman and Pick, received no compensation during 2024 for Board service. |

  189. 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 2024. Cash retainers for service on the Board and Board committees during the 2024 service period are payable semi-annually in arrears for the period beginning at the 2024 annual meeting of shareholders (May 24, 2024) and concluding at the 2025 annual meeting of shareholders (May 15, 2025). Amounts in the table represent cash retainers earned for a portion of the 2023 service period (January 1, 2024 to May 23, 2024) and cash retainers earned for a portion of the 2024 service period (May 24, 2024 to December 31, 2024). |

  190. Director Compensation

    | The following table sets forth the annual retainers payable with respect to service on the Board in 2024. 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 committee member or meeting fees. |

  191. 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 |

  192. Director Compensation

    | * Increased to $115,000 effective November 1, 2024 |

  193. 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. |

  194. Director Compensation

    | Elective Units in lieu of cash retainers earned for the second half of the 2023 service period were granted in arrears on June 1, 2024, to Messrs. Glocer, Luczo, and Traquina. Elective Units in lieu of cash retainers earned for the first half of the 2024 service period were granted in arrears on December 1, 2024, to Messrs. Glocer and Luczo, Ms. Schapiro, and Mr. 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: $97.1856 on June 1, 2024, and $132.0352 on December 1, 2024. |

  195. Director Compensation

    | (3) Represents the aggregate grant date fair value of the annual stock unit award granted on June 1, 2024, which is based on $97.1856, the VWAP of the Firm’s common stock on June 1, 2024. For further information on the valuation of these stock units, see notes 2 and 19 to the consolidated financial statements included in the 2024 Form 10-K. |

  196. 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.

  197. Director Compensation

    | (4) The following table sets forth the aggregate number of shares underlying DECAP stock units held by each director on December 31, 2024. |

  198. Director Compensation

    | Name | Stock Units (#) | | Megan Butler | 2,718 | | Thomas H. Glocer | 110,527 | | Robert H. Herz | 73,152 | | Erika H. James | 6,444 | | Shelley B. Leibowitz | 9,256 | | Stephen J. Luczo | — | | Jami Miscik | 35,654 | | Dennis M. Nally | 23,676 | | Mary L. Schapiro | 33,429 | | Perry M. Traquina | 83,168 | | Rayford Wilkins, Jr. | 41,262 |

  199. Director Compensation

    | (5) Represents £176,000 of fees earned for board service at MSIP and MSBI, and board and committee service at MSIL. This amount was converted to dollars using the average of 2024 daily spot rates of £1 to $1.2781. |

  200. Director Compensation

    | (6) In connection with Mr. Luczo’s retirement from the Board, 1,114 unvested restricted stock units from his annual stock award granted on June 1, 2024 were cancelled, and the annual cash retainer for services provided for the 2024 annual service period that began on May 23, 2024, was prorated. |

  201. 4.1 Compensation Decisions

    4.1 Compensation Decisions The table below shows the CMDS Committee’s 2024 compensation decisions for the NEOs, which is different from the SEC required disclosure in the “2024 Summary Compensation Table.” The compensation reported in rows 1 and 2 below are also reported in the “2024 Summary Compensation Table.” The awards reported in rows 3 and 4 are not reportable in the “2024 Summary Compensation Table” because they were not granted in 2024; they will be reportable next year in the 2025 Summary Compensation Table, in accordance with SEC rules. The awards reported in rows 3 and 4 were granted on January 17, 2025, after the date of the release of 2024 year-end earnings. Equity grants are not timed to take advantage of material nonpublic information (MNPI). Annual grants of year-end equity awards are made after the public release of the Firm’s earnings. The timing practices of the Firm’s equity grants is described in more detail in Section 4.4 “Timing of Equity Grants.” Consistent with previous years’ CEO compensation and shareholder feedback over the years, 60% of Mr. Pick’s deferred incentive compensation is delivered in PSUs, 75% of Mr. Pick’s incentive compensation is deferred over three years and is subject to cancellation, and 100% of Mr. Pick’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.

  202. 4.1 Compensation Decisions

    | | | Mr. Pick | Ms. Yeshaya | Mr. Saperstein | Mr. Simkowitz | Mr. Gorman | | 1. | Base Salary | $1,500,000 | $1,000,000 | $1,000,000 | $1,000,000 | $1,500,000 | | 2. | Cash Bonus | $8,125,000 | $6,737,500 | $9,887,500 | $9,887,500 | $12,750,000 | | 3. | Deferred Equity Award (2024 RSUs)(a) | $4,875,000 | $6,012,500 | $7,012,500 | $7,012,500 | $ — | | 4. | 2025–2027 Performance-Vested Equity Award (2025 PSUs)(b) | $19,500,000 | $4,250,000 | $9,100,000 | $9,100,000 | $12,750,000 | | | Total (sum of rows 1-4): | $34,000,000 | $18,000,000 | $27,000,000 | $27,000,000 | $27,000,000 |

  203. 4.1 Compensation Decisions

    | (a) Consists of RSUs granted in January 2025 for performance in 2024 (2024 RSUs). Mr. Pick received 35,632 RSUs, Ms. Yeshaya received 43,947 RSUs, Mr. Saperstein received 51,256 RSUs, and Mr. Simkowitz received 51,256 RSUs (in each case, calculated using the volume-weighted average price of Firm common stock of $136.8115 on January 17, 2025, the grant date). The 2024 RSUs are scheduled to vest and convert to shares of Firm common stock (and cancellation provisions lift) on January 27, 2028, except that 50% of Mr. Pick’s 2024 RSUs are scheduled to vest and convert to shares on January 27, 2027, consistent with the deferral schedule for 2023 CEO compensation. |

  204. 4.1 Compensation Decisions

    | (b) Consists of PSUs granted in January 2025 for forward-looking performance (2025 PSUs). The target number of performance stock units underlying the 2025 PSUs granted to Mr. Pick is 142,530 stock units, to Ms. Yeshaya is 31,064 stock units, to Mr. Saperstein is 66,514 stock units, to Mr. Simkowitz is 66,514 stock units, and to Mr. Gorman is 93,192 stock units (in each case, calculated using the volume-weighted average price of Firm common stock of $136.8115 on January 17, 2025, the grant date). |

  205. 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 2024 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 2024, the CMDS Committee granted 100% of each NEO’s deferred incentive compensation in equity-based RSUs and/or 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.”

  206. 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 • 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 • Unchanged for other NEOs in 2024 | | 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 • More highly 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 4.4 “Additional Compensation Practices—Clawback Policies and Procedures” • RSUs and PSUs are subject to cancellation for prohibited engagement in competitive activity or conduct constituting cause (including 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 | • RSUs and PSUs are 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), RSUs and PSUs are 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 • RSUs and PSUs are subject to equity ownership commitment • For PSUs, see also Section 4.3 “Performance Stock Unit Program” |

  207. 4.3 Performance Stock Unit Program

    4.3 Performance Stock Unit Program The PSUs granted on January 17, 2025 (2025 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.

  208. GENERAL TERMS

    GENERAL TERMS The 2025 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, 2025, and ending on December 31, 2027. 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 2025 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.

  209. 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):

  210. PERFORMANCE OBJECTIVES

    Notwithstanding the foregoing, the aggregate multiplier will be capped at 1.0 if MS Average ROTCE 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 “2024 Grants of Plan-Based Awards” table, each of our NEOs received a PSU award in January 2024 (2024 PSUs) on similar terms as described above.

  211. AMENDMENT

    AMENDMENT Effective December 16, 2024, PSUs granted in 2023 and January 2024 (Amended PSUs) were amended to remove each of the below specified adjustments (a) through (d) from the definition of “MS ROTCE” utilized for purposes of calculating the one-half of the Target Award earned based on the Firm’s absolute ROTCE in order to align the definition of “MS ROTCE” utilized for absolute and relative performance, with both calculations using ROTCE as reported in the Firm’s Form 10-K for each relevant fiscal year: “MS ROTCE” will be calculated based on the average of the earnings applicable to Morgan Stanley’s common shareholders as a percentage of average tangible common equity as reported in the Firm’s most recently filed Form 10-K for each fiscal year during the Performance Period, adjusted to eliminate the impact of the following items with respect to each such fiscal year: (a) debt valuation adjustments, (b) any individual gain or loss associated with the sale of any Disposal Group at the time of, or subsequent to, it being classified as Held for Sale, (c) any aggregate gains or losses associated with legal settlements and/or accruals related to legal settlements recognized in the fiscal year and relating to business activities conducted prior to January 1, 2011 and (d) any impacts for changes to an individual, or application of a new, accounting rule that are not applied on a full retrospective basis in the year of adoption and result in a cumulative catch-up adjustment (recorded either as a gain or a loss, or as an adjustment to equity) in the applicable fiscal year. The incremental fair value recognized in 2024 upon the amendment of the Amended PSUs is included in the “Stock Awards" column of the “2024 Summary Compensation Table.” See notes 4 and 5 to the “2024 Summary Compensation Table.”

  212. 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 13 annual PSU awards up to and including the PSUs granted in 2022 (2022 PSUs) is 112% of target.

  213. PSU PROGRAM PERFORMANCE

    | PSU PROGRAM PERFORMANCE |

  214. PSU PROGRAM PERFORMANCE

    As described in note 3 to the “2024 Stock Vested” table, 2022 PSUs vested at 137% of target, based on performance over the three-year performance period ended December 31, 2024.

  215. CANCELLATION AND CLAWBACK PROVISIONS

    | Category | Trigger | Award Type | | | | | RSUs | PSUs | | Conduct | The award holder engages in any conduct constituting cause (including 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 prohibited competitive activity | ✔ | ✔ | | | 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 | ✔ | ✔ | | Financial Statements | The award holder’s act or omission (including with respect to direct supervisory responsibilities) causes a restatement of the Firm’s consolidated financial results | ✔ | ✔ | | | The CMDS Committee determines that the performance certified by the CMDS Committee was based on materially inaccurate financial statements | | ✔ | | | Under the Morgan Stanley Compensation Recoupment Policy, 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 | | ✔ |

  216. 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.

  217. TIMING OF EQUITY GRANTS

    TIMING OF EQUITY GRANTS Morgan Stanley does not currently grant stock options or similar awards, and none of our NEOs held any unexercised stock options on December 31, 2024. We historically do not time long-term incentive awards in coordination with the release of MNPI and have never had a practice of doing so. We have never timed and do not plan to time the release of MNPI for the purpose of affecting the value of executive compensation.

  218. 2025-2026 SENIOR ADVISOR ARRANGEMENT

    | • | Severance costs of $353 million |

  219. 2025-2026 SENIOR ADVISOR ARRANGEMENT

    | • | The attainment of Long-Term Goals assumes 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. |

  220. 2024 Summary Compensation Table

    2024 Summary Compensation Table Pursuant to SEC rules, the following table is required to include for a particular year only those stock awards and option awards granted during the year, rather than awards granted after year end that were awarded for performance in that year. Our annual equity awards relating to performance in a year are made shortly after year end. Therefore, compensation in the table includes not only non-equity compensation awarded for services in the applicable year but, in the case of stock awards granted in the years reported in the table, compensation awarded for performance in prior years and forward-looking performance-vested compensation. A summary of the CMDS Committee’s decisions on the compensation awarded to our NEOs for 2024 performance can be found in the CD&A.

  221. 2024 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 ($)(7) | Total ($) | | Edward Pick Chief Executive Officer | 2024 | 1,500,000 | 8,125,000 | 15,242,232 | — | 13,800 | 24,881,032 | | | 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 | | Sharon Yeshaya Executive Vice President and Chief Financial Officer | 2024 | 1,000,000 | 6,737,500 | 7,467,345 | — | 38,146 | 15,242,991 | | | 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 | | Andrew M. Saperstein Co-President and Head of Wealth and Investment Management | 2024 | 1,000,000 | 9,887,500 | 12,908,912 | — | 80,103 | 23,876,515 | | | 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 | | Daniel A. Simkowitz Co-President and Head of Institutional Securities | 2024 | 1,000,000 | 9,887,500 | 11,796,529 | — | 13,800 | 22,697,829 | | | 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 | | James P. Gorman Executive Chairman | 2024 | 1,500,000 | 12,750,000 | 27,627,706(8) | — | 38,837 | 41,916,543 | | | 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 |

  222. 2024 Summary Compensation Table

    | (1) Mr. Gorman stepped down as Executive Chairman, effective December 31, 2024, and Mr. Pick assumed the additional position of Chairman of the Board, effective January 1, 2025. Mr. Gorman was named Chairman Emeritus, a non-director honorary designation, and agreed to serve as a non-employee advisor to the Firm, effective January 1, 2025. |

  223. 2024 Summary Compensation Table

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

  224. 2024 Summary Compensation Table

    | (3) For 2024, consists of 2024 annual cash bonus paid in February 2025 for performance in 2024. |

  225. 2024 Summary Compensation Table

    | (4) For 2024, consists of: (i) RSUs granted on January 17, 2024, for performance in 2023 (2023 RSUs), (ii) forward-looking long-term incentive program awards in the form of PSUs granted on January 17, 2024 (2024 PSUs), the realizable value of which is dependent entirely on the satisfaction of predetermined performance goals over a three-year performance period, and (iii) the incremental fair value recognized in 2024 upon the amendment of the 2024 PSUs and PSUs granted in 2023 to eliminate specified adjustments from the definition of “MS ROTCE” utilized for purposes of calculating the one-half of the target award earned based on the Firm’s absolute ROTCE. For 2023 for Messrs. Pick, Saperstein and Simkowitz, includes the value of the one-time Staking Award RSUs and PSUs (Staking Award RSUs and Staking Award PSUs) that were granted to the incoming CEO and Co-Presidents in connection with the CEO succession and leadership transition. For further details on 2023 RSUs and 2024 PSUs, see “2024 Grants of Plan-Based Awards.” |

  226. 2024 Summary Compensation Table

    | (5) Represents the aggregate grant date fair value of stock unit awards granted during the applicable period, including awards granted for service during the prior year and forward-looking performance-based compensation, and for 2024, (i) the probable value of interest on cash dividend equivalents on the 2024 PSUs over the three-year deferral period and (ii) the incremental fair value computed as of the modification date in accordance with FASB ASC Topic 718, as described in note 4. |

  227. 2024 Summary Compensation Table

    The following table lists the aggregate grant date fair value of stock unit awards granted to the NEOs during 2024, as well as the probable value of interest on cash dividend equivalents on the 2024 PSUs over the three-year deferral period, and the incremental fair value computed as of the modification date in accordance with FASB ASC Topic 718, as described in note 4. The aggregate grant date fair value of 2023 RSUs 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 2024 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. The probable value of interest on cash dividend equivalents on the 2024 PSUs over the three-year deferral period is calculated using Bloomberg Dividend Forecast, assuming the interest accrues at the current short-term Treasury rate and is earned based on 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 2024 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 2024 PSUs granted, and as few as zero of the 2024 PSUs granted. The value of 2024 PSUs on the grant date, assuming that the highest level of performance conditions will be achieved is: $12,600,000 for Mr. Pick; $4,687,500 for Ms. Yeshaya; $10,762,501 for Mr. Saperstein; $7,125,000 for Mr. Simkowitz; and $31,950,002 for Mr. Gorman. The value of interest on cash dividend equivalents on the 2024 PSUs over the deferral period, assuming that the highest level of performance conditions will be achieved, is: $122,757 for Mr. Pick; $45,668 for Ms. Yeshaya; $104,855 for Mr. Saperstein; $69,416 for Mr. Simkowitz; and $311,276 for Mr. Gorman.

  228. 2024 Summary Compensation Table

    | | Stock Unit Awards Granted During 2024 ($) | | | | | | | Name | 2023 RSUs | 2024 PSUs | 2024 PSUs 3 Years Dividend Equivalent Interest | Sub-Total | Modification Expense | Total | | Edward Pick | 6,412,500 | 8,400,000 | 81,838 | 14,894,338 | 347,894 | 15,242,232 | | Sharon Yeshaya | 4,212,500 | 3,125,000 | 30,447 | 7,367,947 | 99,398 | 7,467,345 | | Andrew M. Saperstein | 5,362,500 | 7,175,000 | 69,904 | 12,607,404 | 301,508 | 12,908,912 | | Daniel A. Simkowitz | 6,812,500 | 4,750,000 | 46,277 | 11,608,777 | 187,752 | 11,796,529 | | James P. Gorman | 5,325,000 | 21,300,002 | 207,518 | 26,832,520 | 795,186 | 27,627,706 |

  229. 2024 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 2024 Form 10-K.

  230. 2024 Summary Compensation Table

    | (6) No NEO had above-market earnings on nonqualified deferred compensation awards in 2024 and each NEO’s pension value decreased for 2024 (2024 Change in Pension Value). The 2024 Change in Pension Value is the aggregate change from December 31, 2023 to December 31, 2024 in the actuarially determined present values of the accumulated benefits under the Firm-sponsored defined benefit pension plans. These present values decreased during 2024 due to an increase in discount rates, partially offset by other factors. The present values at December 31, 2024 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 5.62% for the ERP. 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 ERP. Benefits are assumed to commence at the earliest age that the NEO can receive unreduced benefits (or current age if later). The 2024 Change in Pension Value for each NEO is set forth in the following table. |

  231. 2024 Summary Compensation Table

    | Name | 2024 Change in Pension Value ($) | | Edward Pick | (20,705) | | Sharon Yeshaya | (10,885) | | Andrew M. Saperstein | (4,769) | | Daniel A. Simkowitz | (20,771) | | James P. Gorman | (9,577) |

  232. 2024 Summary Compensation Table

    | (7) The “All Other Compensation” column for 2024 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, and may elect coverage under certain employee-paid supplemental insurance policies at no cost to the Firm. |

  233. 2024 Summary Compensation Table

    | (a) Includes a matching contribution in the 401(k) Plan for 2024 of $13,800 for each NEO. |

  234. 2024 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. Saperstein and Gorman, $35,000 and $20,000, respectively, for costs related to the Firm’s Executive Health Program. |

  235. 2024 Summary Compensation Table

    | (8) Reflects values related to 2023 RSUs and 2024 PSUs awarded in respect of service during 2023 as Chairman and CEO. |

  236. 2024 Grants of Plan-Based Awards(1)

    2024 Grants of Plan-Based Awards(1) The following table sets forth information with respect to 2023 RSUs and 2024 PSUs, and the incremental fair value recognized in 2024, as described in note 4 to the “2024 Summary Compensation Table.”

  237. 2024 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 ($) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Edward Pick | 1/17/2024 | 1/5/2024 | 0 | 99,638 | 149,458 | — | 8,481,838(4) | | | 1/17/2024 | 1/5/2024 | — | — | — | 76,064 | 6,412,500(5) | | | — | 12/16/2024 | — | — | — | — | 347,894(6) | | Sharon Yeshaya | 1/17/2024 | 1/5/2024 | 0 | 37,068 | 55,602 | — | 3,155,447(4) | | | 1/17/2024 | 1/5/2024 | — | — | — | 49,968 | 4,212,500(5) | | | — | 12/16/2024 | — | — | — | — | 99,398(6) | | Andrew M. Saperstein | 1/17/2024 | 1/5/2024 | 0 | 85,108 | 127,662 | — | 7,244,904(4) | | | 1/17/2024 | 1/5/2024 | — | — | — | 63,609 | 5,362,500(5) | | | — | 12/16/2024 | — | — | — | — | 301,508(6) | | Daniel A. Simkowitz | 1/17/2024 | 1/5/2024 | 0 | 56,342 | 84,514 | — | 4,796,277(4) | | | 1/17/2024 | 1/5/2024 | — | — | — | 80,808 | 6,812,500(5) | | | — | 12/16/2024 | — | — | — | — | 187,752(6) | | James P. Gorman | 1/17/2024 | 1/5/2024 | 0 | 252,656 | 378,986 | — | 21,507,520(4) | | | 1/17/2024 | 1/5/2024 | — | — | — | 63,164 | 5,325,000(5) | | | — | 12/16/2024 | — | — | — | — | 795,186(6) |

  238. 2024 Grants of Plan-Based Awards(1)

    | (1) The 2024 PSUs included in this table are also disclosed in the “Stock Awards” column of the “2024 Summary Compensation Table” and “2024 Outstanding Equity Awards at Fiscal Year End.” The 2023 RSUs included in this table are also disclosed in the “Stock Awards” column of the “2024 Summary Compensation Table,” and the “2024 Stock Vested” and “2024 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.” The interest on dividend equivalents and the incremental fair value included in the “Grant Date Fair Value of Stock Awards” column of this table (see notes 4 and 6) are also disclosed in the “Stock Awards” column of the “2024 Summary Compensation Table.” |

  239. 2024 Grants of Plan-Based Awards(1)

    | (2) The 2024 PSUs are scheduled to vest and convert to shares in 2027 if the Firm satisfies predetermined performance goals over the three-year performance period consisting of 2024-2026. 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 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): |

  240. 2024 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 |

  241. 2024 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. |

  242. 2024 Grants of Plan-Based Awards(1)

    Notwithstanding the foregoing, the aggregate multiplier will be capped at 1.0 if MS Average ROTCE over the performance period is less than 9%. Each NEO is entitled to receive cash dividend equivalents on the 2024 PSUs and accrued interest on the cash dividend equivalents based on short-term Treasury rates over the deferral period, with the dividend equivalents and interest subject to the same vesting, cancellation and payment provisions as the underlying award.

  243. 2024 Grants of Plan-Based Awards(1)

    | (3) The 2023 RSUs are scheduled to convert to shares on January 27, 2027, except that 50% of Mr. Gorman’s 2023 RSUs are scheduled to convert to shares on January 27, 2026. Each NEO was retirement-eligible under the terms of the 2023 RSUs at grant, and therefore, their awards are considered vested at grant for purposes of this proxy statement. The NEOs are entitled to receive dividend equivalents with respect to their RSUs in the form of additional RSUs, subject to the same vesting, cancellation, and payment provisions as the underlying award. |

  244. 2024 Grants of Plan-Based Awards(1)

    | (4) Represents (i) the grant date fair value of the 2024 PSUs and (ii) the probable value of interest on cash dividend equivalents on the 2024 PSUs over the three-year deferral period, as described in note 5 to the “2024 Summary Compensation Table.” The grant date fair value of 2024 PSUs is based on $84.3039, 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 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, and as few as zero, of the units granted. For further information on the valuation of the Firm’s PSUs, see notes 2 and 19 to the consolidated financial statements included in the 2024 Form 10-K. |

  245. 2024 Grants of Plan-Based Awards(1)

    | (5) Represents the grant date fair value of the 2023 RSUs. The grant date fair value of the 2023 RSUs is based on the VWAP of the Firm’s common stock on the grant date. For further information on the valuation of the Firm’s RSUs, see notes 2 and 19 to the consolidated financial statements included in the 2024 Form 10-K. |

  246. 2024 Grants of Plan-Based Awards(1)

    | (6) Represents the incremental fair value computed as of the December 16, 2024 modification date in accordance with FASB ASC Topic 718, as described in note 4 to the “2024 Summary Compensation Table.” |

  247. 2024 Outstanding Equity Awards at Fiscal Year End

    2024 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, 2024. None of our NEOs held any unexercised stock options on December 31, 2024.

  248. 2024 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) | | Edward Pick | 117,089 | 14,720,497 | 523,112 | 65,766,004 | | Sharon Yeshaya | — | — | 90,400 | 11,365,189 | | Andrew M. Saperstein | 117,089 | 14,720,497 | 485,076 | 60,984,196 | | Daniel A. Simkowitz | 117,089 | 14,720,497 | 402,104 | 50,552,923 | | James P. Gorman | — | — | 657,372 | 82,644,932 |

  249. 2024 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. |

  250. 2024 Outstanding Equity Awards at Fiscal Year End

    | (2) The value is based on $125.72, the closing price of the Firm’s common stock on December 31, 2024. |

  251. 2024 Outstanding Equity Awards at Fiscal Year End

    | (3) Consists of the PSUs granted in January 2023 (2023 PSUs) and 2024 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, 2024, the number of PSUs reflected in the table represents the maximum number of units that may be earned under the 2023 PSUs, 2024 PSUs and Staking Award PSUs. Based on actual Firm performance over the applicable performance period, the NEOs can 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 2023 PSUs in 2026, and the 2024 PSUs and Staking Award PSUs in 2027, in each case, only if the predetermined performance goals are satisfied (see note 2 to “2024 Grants of Plan-Based Awards” for the performance goals of the 2024 PSUs). |

  252. 2024 Stock Vested

    2024 Stock Vested The following table contains information about the RSUs and PSUs held by our NEOs that vested during 2024. No stock options were exercised by our NEOs during 2024.

  253. 2024 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Edward Pick | 76,064 | 6,412,500(2) | | | 124,351 | 15,645,704(3) | | Sharon Yeshaya | 49,968 | 4,212,500(2) | | | 27,895 | 3,509,746(3) | | Andrew M. Saperstein | 63,609 | 5,362,500(2) | | | 95,655 | 12,035,158(3) | | Daniel A. Simkowitz | 80,808 | 6,812,500(2) | | | 64,908 | 8,166,715(3) | | James P. Gorman | 63,164 | 5,325,000(2) | | | 274,667 | 34,558,095(3) |

  254. 2024 Stock Vested

    | (1) Consists of the 2023 RSUs, which are considered vested at grant for purposes of this proxy statement due to the NEOs’ retirement eligibility, and the PSUs granted on January 20, 2022 (2022 PSUs), which are considered vested on December 31, 2024 (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 2023 RSUs, see note 3 to “2024 Grants of Plan-Based Awards.” |

  255. 2024 Stock Vested

    | (2) The aggregate grant date fair value of the 2023 RSUs is based on $84.3039, the VWAP of the Firm’s common stock on the grant date. |

  256. 2024 Stock Vested

    | (3) The value realized is based on $125.8177, the VWAP of the Firm’s common stock on December 31, 2024, which is the last trading day of the 2022 PSUs’ performance period, for 136.82% of the target number of units underlying the 2022 PSUs. The 2022 PSUs converted to shares of common stock on February 21, 2025. |

  257. 2024 Pension Benefits

    2024 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.

  258. 2024 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service(1) | Retirement Age for Full Benefits(2) | Present Value of Accumulated Benefit ($)(3) | Payments During Last Fiscal Year ($) | | Edward Pick | Morgan Stanley Employees Retirement Plan | 17 | 65 | 244,502 | — | | Sharon Yeshaya | Morgan Stanley Employees Retirement Plan | 10 | 65 | 65,961 | — | | Andrew M. Saperstein | Morgan Stanley Employees Retirement Plan | 4 | 65 | 66,272 | — | | Daniel A. Simkowitz | Morgan Stanley Employees Retirement Plan | 19 | 65 | 353,348 | — | | James P. Gorman | Morgan Stanley Employees Retirement Plan | 4 | 66 | 100,797 | — |

  259. 2024 Pension Benefits

    | (1) After December 31, 2010, no further benefit accruals occur under the ERP. No NEO is awarded credited service under the ERP exceeding his or her actual service. |

  260. 2024 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). |

  261. 2024 Pension Benefits

    | (3) The present values on December 31, 2024 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 5.62% for the ERP. |

  262. 2024 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 ERP, 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.

  263. 2024 Nonqualified Deferred Compensation

    2024 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.

  264. 2024 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 FY ($)(4) | | Edward Pick | Restricted Stock Units | 6,412,500 | — | 7,547,558 | 10,029,617 | 27,973,308 | | Sharon Yeshaya | Restricted Stock Units | 4,212,500 | — | 4,275,124 | 927,110 | 13,872,788 | | Andrew M. Saperstein | Restricted Stock Units | 5,362,500 | — | 6,187,644 | 7,402,444 | 22,590,969 | | Daniel A. Simkowitz | Pre-Tax Incentive Program | — | — | 236,300 | — | 1,644,970 | | | Restricted Stock Units | 6,812,500 | — | 7,980,321 | 7,402,444 | 28,381,612 | | James P. Gorman | Restricted Stock Units | 5,325,000 | — | 4,906,965 | 7,139,235 | 17,987,374 |

  265. 2024 Nonqualified Deferred Compensation

    | (1) RSU contributions represent the 2023 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 2023 RSUs in this column (which are also included in the “Stock Awards” column of the “2024 Summary Compensation Table,” “2024 Grants of Plan-Based Awards,” and “2024 Stock Vested”) is based on $84.3039, the VWAP of the Firm’s common stock on the grant date. |

  266. 2024 Nonqualified Deferred Compensation

    | (2) With respect to the RSUs, represents the change in value based on (i) the change in the closing price of the Firm’s common stock on December 31, 2024 (or, if applicable, the earlier distribution date) compared to December 31, 2023 (or, if applicable, the later contribution date) and (ii) the amount of the dividend equivalents in the form of additional RSUs credited in 2024 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). |

  267. 2024 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, 2024, 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, 2023.

  268. 2024 Nonqualified Deferred Compensation

    | (3) Represents conversions of RSUs based on the closing price of the Firm’s common stock on the conversion date. |

  269. 2024 Nonqualified Deferred Compensation

    | (4) With respect to the RSUs, represents the number of vested units held by the NEO on December 31, 2024 multiplied by the closing price of the Firm’s common stock on December 31, 2024, the last trading day of 2024. With respect to our cash-based nonqualified deferred compensation plan, represents the balance of the NEO’s account reflected on the Firm’s books and records on December 31, 2024. |

  270. 2024 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.

  271. 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, 2024. For Mr. Gorman, this section describes and quantifies the compensation and benefits to which he was entitled in connection with his retirement from the Firm on December 31, 2024.

  272. Compensation Ratio Disclosure

    | 1. | The pay ratio rule gives companies the ability to make the median employee determination only once every three years, and we did not make a new median employee determination for 2024. The median employee determination for 2023 is described below. |

  273. Pay versus Performance

    Pay versus Performance Pursuant to SEC rules, the “Pay versus Performance” disclosure is required to include the following: (1) tabular compensation and performance disclosure for the years 2020 through 2024 (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 2024 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 2020-2024 (the PvP Relationship Disclosure). A detailed discussion of the CMDS Committee’s decisions regarding the compensation awarded to the NEOs for 2024 performance can be found in the CD&A.

  274. PvP TABLE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1)(2) | Average Summary Compensation Table Total for Non-CEO NEOs((3)) | Average Compensation Actually Paid to Non-CEO NEOs(2)(3) | Total Shareholder Return((4)) | Peer Group Total Shareholder Return(4)(5) | Net Income((6)) | Return on Tangible Common Equity((7)) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($MM) | (%) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 24,881,032 | 65,361,896 | 25,933,469 | 57,916,559 | 289 | 173 | 13,529 | 18.8 | | 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 |