DEF 14A of Morgan Stanley
Filed Apr 2, 2026 · FY20250001140361-26-012975
Overview of Voting Items
| HOW WE EVALUATE FIRM PERFORMANCE | | In its assessment of 2025 performance in determining the annual incentive compensation of the CEO, the CMDS Committee considered Morgan Stanley’s overall financial performance and business segment performance and progress towards its strategic objectives and against absolute and relative performance priorities tied to the four pillars that support our Integrated Firm – a clear and consistent Strategy in support of clients; a Culture of rigor, humility and partnership; Financial Strength through strong capital, liquidity, and earnings; and Growth by investing across the Firm. | | In 2025, Mr. Pick continued to execute the Firm’s consistent strategy and achieve best-in-class performance, while also upholding a strong culture and retaining and motivating an exceptional leadership team with a long tenure at the Firm that was critical to maintaining the positive momentum achieved over the years in evolving the Firm’s strategy and creating long-term shareholder value. Strong results in 2025 are on track or exceeding Firmwide goals supported by our four pillars of the Integrated Firm. Client Asset growth accelerated with an additional $1.4 trillion in 2025. ROTCE exceeded the Firm’s goal. Wealth Management’s pre-tax margins were at record levels. Institutional Securities continued to gain durable Wallet Share with clients across underwriting and equities trading reflecting the strength of our integrated investment bank and global franchise. |
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 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. Director Nominees The Board has nominated the following 15 director nominees for election at the 2026 annual meeting of shareholders. The Board believes that, in totality, the mix of experience, qualifications, 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 variety 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. Notes: • Data and metrics in the table above are as of the annual meeting and are based on information self-identified by each director nominee. • Effective upon his election by shareholders, Mr. Itagaki will join the Board.
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Megan Butler, 61 Independent Director Director Since: 2024 Morgan Stanley Committees: • Audit |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Thomas H. Glocer, 66 Independent Lead Director Director Since: 2013 Morgan Stanley Committees: • CMDS • G&S |
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 prior 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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Executive Director of the FCA from 2020 to 2022. Executive Director of Supervision, Investment Wholesale and Specialists Division of the FCA from 2015 to 2020. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Executive Director of International Banks Directorate of the PRA from 2013 to 2015. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | 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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Member of the Jersey Financial Services Board of Commissioners since June 2023. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Qualified lawyer admitted to the Bar of England and Wales. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | University of Sheffield, Bachelor of Laws |
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 the former CEO of Thomson Reuters, bring to the Board extensive management experience as well as finance, operational and technology experience and an international perspective. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | 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. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Columbia University, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Yale Law School, Juris Doctor |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Merck & Co., Inc. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Lynn J. Good, 67 Independent Director Director Since: 2025 Morgan Stanley Committees: • Audit |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Robert H. Herz, 72 Independent Director Director Since: 2012 Morgan Stanley Committees: • Audit (Chair) • G&S |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| Qualifications, Attributes and Skills: | | Ms. Good brings to the Board leadership, strategic, governance, sustainability, cybersecurity and management experience as the former Chair, CEO and President of Duke Energy, one of the largest grid and generation operators, as well as an understanding of accounting and financial reporting matters through her prior service as CFO of Duke Energy and as an audit partner at Arthur Andersen LLP and Deloitte & Touche. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Chair, CEO and President of Duke Energy from January 2016 to April 2025. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | CEO and President of Duke Energy from July 2013 to December 2015 and served in a variety of other executive positions at Duke Energy before being appointed CEO, including Executive Vice President and Chief Financial Officer (CFO) from July 2009 to June 2013. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Executive Vice President and CFO of Cinergy Corporation, prior to its merger with Duke Energy, in 2006, and Vice President, Controller and Chief Compliance Officer of Cinergy Corporation from 2003 to 2005. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Audit Partner at Deloitte & Touche from 2002 to 2003 and Arthur Andersen LLP from 1992 to 2002. Joined Arthur Andersen LLP in 1981 and held positions in risk consulting and internal audit practices before becoming an Audit Partner. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Miami University, Bachelor’s Degrees |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Other U.S.-Listed Public Company Boards:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | The Boeing Company |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Other U.S.-Listed Public Company Boards in the Past Five Years:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Duke Energy Corporation |
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 the former Chair of the Financial Accounting Standards Board. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
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. |
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, since August 2022. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Director of the International Foundation for Valuing Impacts from June 2022 to November 2025, the Value Reporting Foundation Board from June 2021 to August 2022 and the Sustainability Accounting Standards Foundation Board from October 2014 to June 2021. |
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. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Partner of PwC from 1985 to 2002. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | The University of Manchester, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Other U.S.-Listed Public Company Boards:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Workiva Inc. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Federal National Mortgage Association |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Yasushi Itagaki, 61 Non-Management Director Director Nominee Morgan Stanley Committees: • O&T* |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Erika H. James, 56 Independent Director Director Since: 2022 Morgan Stanley Committees: • CMDS • G&S |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| Qualifications, Attributes and Skills: | | Mr. Itagaki brings to the Board nearly 40 years of international banking experience and financial services, risk management and strategic expertise, including in his various senior roles across MUFG and its associated companies. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Deputy Chairman of MUFG and Deputy Chairman of the Board of Directors of MUFG Bank since April 2026, and a Director of MUFG Bank since June 2023. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Senior Managing Corporate Executive, Group Chief Operating Officer-International (COO-I) and Group Head of Global Commercial Banking Business Group of MUFG and Deputy President, Chief Executive of Global Commercial Banking Business Unit and COO-I of MUFG Bank from April 2023 to March 2026. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | President Commissioner and Director of PT Bank Danamon Indonesia Tbk (Bank Danamon) since April 2023. Former CEO (President Director) of Bank Danamon from October 2019 to March 2023. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Managing Executive Officer and Deputy Chief Executive of the Global Commercial Banking Business Unit of MUFG Bank and Executive Officer of MUFG from May 2017 to March 2023. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | General Manager of Global Planning Division of MUFG Bank from May 2015 to April 2017. Executive Officer and General Manager of Planning Division for Asia and Oceania of MUFG Bank from June 2013 to April 2015. |
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 1987, including in Mergers and Acquisitions Advisory in Investment Banking in Tokyo, New York and London. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Kyoto University, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| * Effective upon his election by shareholders, Mr. Itagaki will join the O&T Committee. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
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. |
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. |
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. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Pomona College of the Claremont Colleges, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | University of Michigan, Master’s Degree and Doctor of Philosophy |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Momentive Global Inc. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Hironori Kamezawa, 64 Non-Management Director Director Since: 2021 Morgan Stanley Committees: • Risk |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Shelley B. Leibowitz, 65 Independent Director Director Since: 2020 Morgan Stanley Committees: • Audit • O&T |
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 40 years of international banking experience and financial services, risk management, digital transformation and information technology expertise, including as the former President and Group CEO at MUFG and its associated companies. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Chairman of MUFG since April 2026 and Director of MUFG since June 2019. President and Group CEO of MUFG from April 2020 to March 2026. Director of MUFG Bank from June 2017 to March 2026. |
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. |
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. |
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. |
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 in the Global Markets Planning Division and Credit Policy and Planning Division. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | University of Tokyo, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | University of Tokyo Graduate School of Mathematical Sciences, Master’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Other U.S.-Listed Public Company Boards:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | MUFG |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Director of E*TRADE Financial Corporation (E*TRADE) from December 2014 until its acquisition by Morgan Stanley in October 2020. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Group Chief Information Officer for the World Bank from 2009 to 2012. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Chief Information Officer positions at Morgan Stanley, Greenwich Capital Markets, Barclays Capital and Investment Risk Management. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Williams College, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Elastic |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Jami Miscik, 67 Independent Director Director Since: 2014 Morgan Stanley Committees: • O&T (Chair) • Risk |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Dennis M. Nally, 73 Independent Director Director Since: 2016 Morgan Stanley Committees: • Audit • CMDS (Chair) |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
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. |
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. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Global Head of Sovereign Risk at Lehman Brothers from 2005 to 2008. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Various positions at the Central Intelligence Agency from 1983 to 2005, including as Deputy Director for Intelligence from 2002 to 2005. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Pepperdine University, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | University of Denver Josef Korbel School of International Studies, Master’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Other U.S.-Listed Public Company Boards:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | General Motors Company |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | HP Inc. |
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 the former Chair of PricewaterhouseCoopers International Ltd., as well as extensive technology and risk management experience. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
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. |
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. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Western Michigan University, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Cencora |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Douglas L. Peterson, 67 Independent Director Director Since: 2025 Morgan Stanley Committees: • Risk |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Edward Pick, 57 Chairman Director Since: 2024 |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| Qualifications, Attributes and Skills: | | Mr. Peterson has over 40 years of experience in the financial services industry and brings to the Board an international and financial markets perspective. As the former President and CEO of SPGI, he has extensive leadership experience, an established record as a strategic thinker, and risk management, human capital management, sustainability and technology experience. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Senior Advisor of SPGI from November 2024 to December 2025. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Former President and CEO of SPGI from November 2013 to November 2024 and Director of SPGI from July 2013 to May 2025. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Joined Citigroup Inc. (Citigroup) in 1985 and 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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Member of the Boards of Directors of the UN Global Compact, Japan Society and National Bureau of Economic Research. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Claremont McKenna College, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Wharton School at the University of Pennsylvania, Master of Business Administration |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Other U.S.-Listed Public Company Boards in the Past Five Years:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | SPGI |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| Qualifications, Attributes and Skills: | | As CEO of Morgan Stanley, 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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Chairman of Morgan Stanley since January 2025 and CEO since January 2024. |
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. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Middlebury College, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Harvard Business School, Masters in Business Administration |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Mary L. Schapiro, 70 Independent Director Director Since: 2018 Morgan Stanley Committees: • G&S • Risk |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Perry M. Traquina, 70 Independent Director Director Since: 2015 Morgan Stanley Committees: • O&T • Risk (Chair) |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
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. |
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. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Chair of the SEC from January 2009 to December 2012. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Chair of the Commodity Futures Trading Commission (CFTC) from 1994 to 1996. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Franklin & Marshall College, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | The George Washington University Law School, Juris Doctor |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Other U.S.-Listed Public Company Boards in the Past Five Years:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | CVS Health Corporation |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Chair, CEO and Managing Partner of Wellington, a global, multi-asset investment management firm, from 2004 through June 2014 as CEO and Managing Partner and from 2004 through December 2014 as Chair. |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Joined Wellington in 1980 and served in a number of executive roles. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Brandeis University, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Harvard Business School, Master of Business Administration |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Other U.S.-Listed Public Company Boards:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | eBay Inc. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | The Allstate Corporation |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| | Rayford Wilkins, Jr., 74 Independent Director Director Since: 2013 Morgan Stanley Committees: • CMDS • G&S (Chair) |
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Professional Experience:
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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | 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. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Began career at Southwestern Bell Telephone in 1974. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Educational Experience:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | The University of Texas at Austin, Bachelor’s Degree |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
Other U.S.-Listed Public Company Boards:
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Caterpillar Inc. |
OUR DIRECTORS’ EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS ARE ALIGNED WITH FIRM STRATEGY
| • | Valero Energy Corporation |
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.
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.
Board Structure and Independence
| • | Directors may not stand for election if they will be 75 years old or older at the time of election. |
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 variety of skills, attributes and perspectives on the Board. |
Board Structure and Independence
| • | Upon election at the annual meeting, the average tenure of the members of the Board will be approximately seven years. |
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. |
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 present. See “Board Leadership Structure and Role in Risk Oversight.” |
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 generally serve for a term that facilitates 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 2025:
Rotation of Board Leadership and Committee Appointments
| | Ms. Good was appointed to the Audit Committee | | | Mr. Peterson was appointed to the Risk Committee | | | Mr. Itagaki will be appointed to the O&T Committee effective upon his election by shareholders |
STRATEGIC, CAPITAL AND ANNUAL BUSINESS PLANS
| • | Conducts an annual strategy offsite with the CEO and senior management to review the Firm’s long-term strategy. |
KEY COMPENSATION GOVERNANCE PRACTICES
| CMDS Committee Advisors. The CMDS Committee has direct access to, and open communication with, the Firm’s management and may obtain advice and assistance from internal advisors. The CMDS Committee also has the power to retain and terminate independent compensation consultants, legal counsel or other advisors as it may deem necessary to assist it in the performance of its duties and responsibilities. See the CD&A Section 5.5 “Additional Pay Governance Practices — Independent Advice.” Shareholder engagement. Each year in advance of the annual meeting, during the proxy off-season, and at other times, we meet with shareholders to solicit feedback on compensation, governance and other matters. Performance-based compensation. For 2025, variable incentive compensation was more than 96% of CEO annual compensation. 75% of CEO incentive compensation was granted in deferred equity, and 100% of CEO deferred incentive compensation is subject to future three-year performance-based vesting. Shareholder transparency. Our proxy disclosure regarding the incentive compensation determination process is clear and transparent. For example, we disclose the key factors in the compensation decision and the performance objectives for the PSU program. Risk governance. See Section “Key Practices in Compensation Risk Management” below. Regulatory requirements. Our governance and compensation practices are designed to comply with ongoing guidance provided by our regulators. | No excessive perks. We provide our executives with certain benefits to promote their health, security and productivity, but do not provide NEOs with excessive perquisites. We believe that these perquisites contribute to executive recruitment and retention, and are consistent with market practice. No executive pensions. No NEO is awarded with credited service in excess of his or her actual service under the Morgan Stanley Employees Retirement Plan (ERP) that was frozen in 2010. Pension and retirement benefits provided to NEOs are discussed in further detail under “2025 Pension Benefits.” No hedging or pledging of Morgan Stanley stock. Directors and executive officers are prohibited from pledging, selling short, engaging in hedging strategies or trading derivatives involving Morgan Stanley securities, including securities granted in connection with compensation or otherwise held. No tax gross-ups. We do not provide for tax gross-ups for NEOs. No “single trigger” equity acceleration. Our equity incentive plan has a “double trigger” change-of-control feature, meaning that both a change of control of Morgan Stanley and an involuntary termination of employment not for “Cause” must occur for awards to vest and payout. No “golden parachute” agreements. NEOs do not have special agreements covering their compensation in the event of a change of control and are not entitled to severance pay upon termination of employment in excess of broad-based benefits. |
Reviewing Programs from a Risk Perspective
| • | The Firm’s incentive plan design and governance processes appropriately balance risks with compensation outcomes. |
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 $750,000 and an equity ownership requirement of five times the annual cash Board retainer (as described in more detail below under “Director Equity Ownership Requirement”). Directors’ compensation for service on the Board is determined by the Board, and the G&S Committee makes recommendations to the Board based on periodic benchmarking assessments and advice received from FW Cook, its independent advisor. No changes were made to our director compensation program in 2025. The following table contains information with respect to the annual compensation (including deferred compensation) of our non-employee directors earned during 2025 with respect to their Board service.
Director Compensation
| Director(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Megan Butler | 115,000 | 275,000 | — | 232,109(5) | 622,109 | | Thomas H. Glocer | 215,000 | 275,000 | — | — | 490,000 | | Lynn J. Good* | 57,500 | 229,167 | — | — | 286,667 | | Robert H. Herz | 155,000 | 275,000 | — | — | 430,000 | | Erika H. James | 115,000 | 275,000 | — | — | 390,000 | | Shelley B. Leibowitz | 115,000 | 275,000 | — | — | 390,000 | | Jami Miscik | 145,000 | 275,000 | — | — | 420,000 | | Dennis M. Nally | 145,000 | 275,000 | — | — | 420,000 | | Douglas L. Peterson* | 76,667 | 275,000 | — | — | 351,667 | | Mary L. Schapiro | 115,000 | 275,000 | — | — | 390,000 | | Perry M. Traquina | 155,000 | 275,000 | — | — | 430,000 | | Rayford Wilkins, Jr. | 145,000 | 275,000 | — | — | 420,000 |
Director Compensation
| * Ms. Good and Mr. Peterson joined the Board effective July 18, 2025 and May 15, 2025, respectively. |
Director Compensation
| (1) Messrs. Kamezawa and Miyachi, and employee director, Mr. Pick, received no compensation during 2025 for Board service. |
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 2025. Cash retainers for service on the Board and Board committees during the 2025 service period are payable semi-annually in arrears for the period beginning at the 2025 annual meeting of shareholders (May 15, 2025) and concluding at the 2026 annual meeting of shareholders (May 14, 2026). Amounts in the table represent cash retainers earned for a portion of the 2024 service period (January 1, 2025, to May 14, 2025) and cash retainers earned for a portion of the 2025 service period (May 15, 2025, to December 31, 2025). |
Director Compensation
| The following table sets forth the annual retainers payable with respect to service on the Board in 2025. 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. |
Director Compensation
| Position | Annual Retainer ($) | | Board Member | 115,000 | | Independent Lead Director | 100,000 | | Committee Chairs | | | Audit and Risk Committees | 40,000 | | All Other Committees | 30,000 |
Director Compensation
| Directors can elect to receive their retainers on a current basis in cash or on a deferred basis under the shareholder-approved Directors’ Equity Capital Accumulation Plan (DECAP) in the form of deferred stock units (Elective Units). Elective Units are not subject to vesting or cancellation. |
Director Compensation
| Elective Units in lieu of cash retainers earned for the second half of the 2024 service period were granted in arrears on June 1, 2025, to Ms. Schapiro and Messrs. Glocer and Traquina. Elective Units in lieu of cash retainers earned for the first half of the 2025 service period were granted in arrears on December 1, 2025, to Ms. Good and Messrs. Glocer, Nally, Peterson, and Traquina. The number of Elective Units granted on each applicable grant date is based on the volume-weighted average price (VWAP) of the Firm’s common stock on the grant date as follows: $127.5833 on June 1, 2025, and $168.7570 on December 1, 2025. |
Director Compensation
| (3) Represents the aggregate grant date fair value of the annual stock unit award granted on June 1, 2025, which is based on $127.5833, the VWAP of the Firm’s common stock on June 1, 2025. For further information on the valuation of these stock units, see notes 2 and 19 to the consolidated financial statements included in the 2025 Form 10-K. |
Director Compensation
Under DECAP, directors receive an equity award upon initial election to the Board (provided that they are elected to the Board no less than 60 days prior to the annual meeting) and an equity award annually thereafter on the first day of the month following the annual meeting of shareholders. Initial and annual equity awards are granted 50% in the form of stock units that do not become payable until the director concludes service on the Board (Career Units) and 50% in the form of stock units payable on the first anniversary of grant (Current Units). The annual equity award and initial equity award is $275,000, with the initial equity award prorated for service until the next annual meeting. The initial equity award is fully vested upon grant and the annual equity award is subject to monthly vesting until the one-year anniversary of the grant date. Directors may elect to extend deferral of their Career Units and Current Units beyond the scheduled payment date, subject to specified limitations.
Director Compensation
| (4) The following table sets forth the aggregate number of shares underlying DECAP stock units held by each director on December 31, 2025. |
Director Compensation
| Name | Stock Units (#) | | Megan Butler | 3,579 | | Thomas H. Glocer | 117,178 | | Lynn J. Good | 1,895 | | Robert H. Herz | 75,910 | | Erika H. James | 8,802 | | Shelley B. Leibowitz | 10,293 | | Jami Miscik | 37,402 | | Dennis M. Nally | 25,531 | | Douglas L. Peterson | 2,524 | | Mary L. Schapiro | 36,970 | | Perry M. Traquina | 88,666 | | Rayford Wilkins, Jr. | 43,161 |
Director Compensation
| (5) Represents £176,000 of fees earned for board service at MSIP and MSBIL, and board and committee service at MSIL. This amount was converted to dollars using the average of 2025 daily spot rates of £1 to $1.3188. |
Compensation Matters
In 2025, Mr. Pick continued to execute the Firm’s consistent strategy and deliver best-in-class performance, while upholding a strong culture, and retaining and motivating an exceptional, long-tenured leadership team that was critical to sustaining the positive momentum built over years of strategic evolution and long-term shareholder value creation. Consistent with our pay-for-performance compensation framework and based on this performance assessment, Mr. Pick’s total pay for 2025 was set at $45 million, with shareholder-aligned features. As described in CD&A Section 4.2 “How We Evaluate Market Pay,” the CMDS Committee determined that due to meaningful market movement in the pay of CEOs at the Firm’s Core Peers (Bank of America, Citigroup, Goldman Sachs, JPMorgan, and Wells Fargo) for 2024, 2025 being Mr. Pick’s second year as CEO, and Mr. Pick assuming the additional role of Chairman for 2025, Mr. Pick’s 2024 compensation was not sufficiently aligned with current market pay norms. As a result, the CMDS Committee determined that market pay aligned with Mr. Pick’s expanded role and Firm performance for 2024 was the more appropriate reference before factoring in its holistic review of absolute and relative Firm and individual performance across financial and non-financial results for 2025. 75% of Mr. Pick’s incentive compensation is deferred for three years and is subject to cancellation and 100% of Mr. Pick’s deferred incentive compensation is delivered in the form of PSUs. The significant weighting of performance-based equity aligns with shareholder interests by tying a meaningful portion of Mr. Pick’s compensation to the Firm’s long-term financial performance and reinforcing his accountability for the achievement of the Firm’s financial and strategic objectives. His ultimate realizable award value is directly linked to prospective performance against core financial metrics over a three-year period. The key features of the PSUs are described in CD&A Section 5.4 “Performance Stock Unit Program.” Additional shareholder-aligned features of our compensation program are summarized under “How We Ensure CEO Pay Is Tied to Long-Term Sustainable Value Creation” in CD&A Section 5.1 “How We Incorporate Performance into CEO Pay Decision.” As discussed in CD&A Section 4.3 “Performance Stock Unit Program,” for grants beginning in 2026, the CMDS Committee amended performance-vested equity awards to ensure that the awards are appropriately balanced, aligned with strategic objectives and competitive with the market, and continue to attract, retain and motivate top talent at the executive level. For a detailed description of our executive compensation program, see “Overview of Voting Items,” CD&A and “Executive Compensation.” For additional information relating to the metrics and certain non-GAAP measures referenced above, see the CD&A Section 7 “Explanatory Notes.” Our Board unanimously recommends that you vote “FOR” this proposal. Proxies solicited by the Board will be voted “FOR” this proposal unless otherwise instructed. Compensation Discussion and Analysis (CD&A) In this CD&A, we review the objectives and elements of Morgan Stanley’s executive compensation program, its alignment with Morgan Stanley’s performance, and the 2025 compensation decisions for our named executive officers (NEOs):
Compensation Matters
Mr. Pick’s total compensation of $45 million includes an annual base salary of $1,500,000 and performance-based incentive compensation (bonus) of $43.5 million. 75% of Mr. Pick’s incentive compensation is deferred for three years and is subject to cancellation and 100% of Mr. Pick’s deferred incentive compensation is delivered in the form of PSUs. The significant weighting of performance-based equity aligns with shareholder interests by tying a significant portion of Mr. Pick’s compensation to the Firm’s long-term financial performance and reinforcing his accountability for the achievement of the Firm’s financial and strategic objectives. His ultimate realizable award value is directly linked to prospective performance against core financial metrics over a three-year period. The key features of the PSUs are described in Section 5.4 “Performance Stock Unit Program.” Additional shareholder-aligned features of our compensation program are summarized under Section 5.1 “How We Incorporate Performance into CEO Pay Decision” under the heading “How We Ensure CEO Pay Is Tied to Long-Term Sustainable Value Creation.”
COMPENSATION MARKET DATA
COMPENSATION MARKET DATA During 2025, the CMDS Committee reviewed analyses of pay levels for our competitors, including historical compensation data obtained from public filings and compensation surveys conducted by consultants on an unattributed basis, as well as compensation plan design. While market data provides the CMDS Committee with useful information regarding our competitors, the CMDS Committee does not target specific pay positioning (e.g., a specific percentile), nor does it use a formulaic approach in determining competitive pay levels. Instead, the CMDS Committee uses the data as a reference, to be considered in the context of each NEO’s performance over a multi-year period and the CMDS Committee’s assessment of the value the individual delivers to the Firm. The CMDS Committee also uses a Comparison Group to understand market practices and trends, evaluate the competitiveness of our compensation programs, and inform compensation decisions. Our Comparison Group consists of companies that either directly compete with the Firm for business and/or talent or are global organizations with scope, size, or other characteristics similar to those of the Firm. There were no changes to our Comparison Group for 2025.
COMPENSATION MARKET DATA
| Comparison Group |
COMPENSATION MARKET DATA
| Bank of America Corp. (NYSE: BAC) Citigroup Inc. (NYSE: C) Goldman Sachs Group Inc. (NYSE: GS) JPMorgan (NYSE: JPM) |
COMPENSATION MARKET DATA
| Wells Fargo & Company (NYSE: WFC) Barclays Plc (NYSE: BCS) Deutsche Bank AG (NYSE: DB) UBS AG (NYSE: UBS) |
5.1 How We Incorporate Performance into CEO Pay Decision
Annual NEO pay in a given year is typically delivered in a combination of fixed compensation (base salary), cash incentive compensation, and deferred incentive compensation provided as time-vested deferred restricted stock units (RSUs) and a long-term incentive program award in the form of PSUs, with the same key features as the CEO compensation elements. In determining the portions of CEO compensation to award as cash incentive compensation, deferred incentive compensation, RSUs and/or PSUs, the CMDS Committee considers applicable regulatory requirements and guidelines for deferral, as well as market practices and shareholder feedback. For 2025, a significant portion of pay is deferred, all of which is awarded in equity that is subject to future stock price performance, cancellation and clawback and future achievement of specified financial objectives over a three-year period. The CMDS Committee believes that emphasizing equity, and PSUs in particular, in the compensation mix aligns the CEO’s interests with those of shareholders by fostering a focus on the Firm’s long-term success while discouraging excessive risk-taking. Additionally, a competitive annual cash incentive compensation opportunity serves as a strong motivator for performance. For 2025, all NEOs received a higher proportion of their equity-based compensation in PSUs and the CEO received all of his equity-based compensation in PSUs. These elements of our compensation program reflect the Firm’s compensation philosophy and support the key compensation objectives, discussed in Section 2, including delivering pay for sustainable performance.
How We Ensure CEO Pay Is Tied to Long-Term Sustainable Value Creation
How We Ensure CEO Pay Is Tied to Long-Term Sustainable Value Creation
How We Ensure CEO Pay Is Tied to Long-Term Sustainable Value Creation
| Deferred Incentive Compensation | ✔ 75% of 2025 CEO incentive compensation deferred with vesting in year three | | | ✔ Subject to strong cancellation provisions and clawback policy | | | ✔ No automatic vesting on change in control; double trigger in place | | Equity-Based Compensation | ✔ 100% of 2025 CEO deferred incentive compensation equity-based | | | ✔ Significant portion of equity-based compensation aligns employee and shareholder interests | | | ✔ Share ownership and retention requirements; for CEO, 10x salary and 75% retained first five years; 50% thereafter | | Performance-Vested Equity Incentive Award | ✔ 100% of 2025 CEO deferred incentive compensation is performance-vested, consistent with shareholder feedback | | | ✔ Shares earned can range from 0 to 1.5x target based on three-year performance against robust absolute and relative ROTCE objectives, and up to 2.0x target for significant outperformance | | | ✔ Absolute and relative ROTCE performance objectives ensure award continues to be in alignment with Firm performance and strategic objectives, while maintaining strong alignment with shareholder interests | | Best Practices | ✔ Comprehensive provisions permit cancellation of awards and clawback policy requires repayment of previously awarded compensation, even absent misconduct | | | ✔ Material risk, control and conduct issues factored into pay decisions, and compensation adjusted, if appropriate | | | ✔ Robust prohibitions on pledging, hedging, selling short or trading derivatives | | | ✔ No excise tax protection upon a change in control | | | ✔ Formal annual compensation risk review | | | ✔ CMDS Committee independent compensation consultant | | | ✔ No golden parachutes | | | ✔ No guaranteed bonuses | | | ✔ No special severance |
How We Ensure CEO Pay Is Tied to Long-Term Sustainable Value Creation
Section 5.2 “CEO and Other NEO Pay Decisions” contains the compensation decisions (both the amount and mix of compensation elements) for each NEO. Sections 5.3 “Annual Pay Program Elements” and 5.4 “Performance Stock Unit Program” contain more detail about the elements and key features of our annual compensation program.
5.2 CEO and Other NEO Pay Decisions
5.2 CEO and Other NEO Pay Decisions The table below shows the CMDS Committee’s 2025 compensation decisions for the NEOs, which is different from the SEC required disclosure in the “2025 Summary Compensation Table.” The compensation reported in rows 1 and 2 below are also reported in the “2025 Summary Compensation Table.” The awards reported in rows 3 and 4 are not reportable in the “2025 Summary Compensation Table” because they were not granted in 2025; they will be reportable next year in the 2026 Summary Compensation Table, in accordance with SEC rules. The awards reported in rows 3 and 4 were granted on January 16, 2026, after the date of the release of 2025 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 are described in more detail in Section 5.5 “Additional Pay Governance Practices — Timing of Equity Grants.” 75% of Mr. Pick’s 2025 incentive compensation is deferred for three years and is subject to cancellation and 100% of Mr. Pick’s deferred incentive compensation is delivered in the form of PSUs. The significant weighting of performance-based equity aligns with shareholder interests by tying a significant portion of Mr. Pick’s compensation to the Firm’s long-term financial performance and reinforcing his accountability for the achievement of the Firm’s financial and strategic objectives. His ultimate realizable award value is directly linked to prospective performance against core financial metrics over a three-year period. The key features of the PSUs are described in Section 5.4 “Performance Stock Unit Program,” including the absolute and relative ROTCE performance metrics, payout levels, vesting requirements, and cancellation and clawback provisions. 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.
5.2 CEO and Other NEO Pay Decisions
| | | Mr. Pick | Ms. Yeshaya | Mr. Saperstein | Mr. Simkowitz | Mr. Grossman | | 1. | Base Salary | $1,500,000 | $1,000,000 | $1,000,000 | $1,000,000 | $1,000,000 | | 2. | Cash Incentive Compensation (Bonus) | $10,875,000 | $7,887,500 | $11,187,500 | $11,187,500 | $7,887,500 | | 3. | Deferred Equity Award (2025 RSUs)(a) | $— | $7,056,250 | $7,634,375 | $7,634,375 | $7,056,250 | | 4. | 2026–2028 Performance-Vested Equity Award (2025 PSUs)(b) | $32,625,000 | $7,056,250 | $14,178,125 | $14,178,125 | $7,056,250 | | | Total (sum of rows 1–4): | $45,000,000 | $23,000,000 | $34,000,000 | $34,000,000 | $23,000,000 |
5.2 CEO and Other NEO Pay Decisions
| (a) Consists of RSUs granted in January 2026 for performance in 2025 (2025 RSUs). Ms. Yeshaya received 36,965 RSUs, Mr. Saperstein received 39,994 RSUs, Mr. Simkowitz received 39,994 RSUs, and Mr. Grossman received 36,965 RSUs (in each case, calculated using the volume-weighted average price of Firm common stock of $190.8876 on January 16, 2026, the grant date). The 2025 RSUs are scheduled to vest and convert to shares of Firm common stock (and cancellation provisions lift) on January 27, 2029. |
5.2 CEO and Other NEO Pay Decisions
| (b) Consists of PSUs granted in January 2026 for forward-looking performance (2025 PSUs). The target number of the 2025 PSUs granted to Mr. Pick is 170,912 stock units, to Ms. Yeshaya is 36,964 stock units, to Mr. Saperstein is 74,274 stock units, to Mr. Simkowitz is 74,274 stock units, and to Mr. Grossman is 36,964 stock units (in each case, calculated using the volume-weighted average price of Firm common stock of $190.8876 on January 16, 2026, the grant date). |
5.3 Annual Pay Program Elements
5.3 Annual Pay Program Elements The following chart provides a summary of the principal elements of the Firm’s 2025 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 cash incentive compensation (bonus) and deferred incentive compensation in the form of deferred equity. For NEOs other than the CEO, 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 2025, the CMDS Committee granted 100% of the CEO’s deferred incentive compensation in equity-based PSUs and 100% of each NEO’s deferred incentive compensation in equity-based RSUs and PSUs, aligning compensation with shareholders’ interests. The PSUs, which are subject to future achievement of specified financial objectives over a three-year period, are described in more detail in Section 5.4 “Performance Stock Unit Program.”
5.3 Annual Pay 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, changes in responsibilities or the competitive environment • Unchanged in 2025 | | Cash Incentive Compensation (Bonus) | • Aligned with competitive pay approaches | • 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 5.5 “Additional Pay Governance 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 5.4 “Performance Stock Unit Program” |
5.4 Performance Stock Unit Program
5.4 Performance Stock Unit Program The PSUs granted on January 16, 2026 (2025 PSUs) tie a significant 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. The ultimate realizable award value is directly linked to prospective performance against core financial metrics over a three-year period. The PSUs are also denominated in shares and linked to the value of Morgan Stanley common stock. The CMDS Committee reviews and evaluates the structure and terms of the PSU program at least annually to ensure it is appropriately balanced, aligned with strategic objectives and competitive with the market, and continues to attract, retain and motivate top talent at the executive level. Upon review, in 2025, the CMDS Committee determined that the PSU program was broadly consistent with its objectives and peer practices, but that there were several areas of opportunity for changes that effectively reinforce shareholder alignment and sustained performance.
5.4 Performance Stock Unit Program
| How We Enhanced Shareholder Alignment of PSU Program |
5.4 Performance Stock Unit Program
The CMDS Committee refined the PSU program design with a focus on long-term sustainable performance and to align its structure with the Firm’s strategic goals and peer practice. The absolute and relative metrics were combined so that payout is based on relative ROTCE for performance within a range and absolute ROTCE for performance outside of that range. The relative scale offers a balanced framework that ensures outcomes remain competitive and fair in a challenging market environment and the absolute scale offers upside for outsized internal performance and restricts outcomes in the event of underperformance. Changes to the program design also include implementing payout governors, including a TSR-based governor that caps payout at 1.5x in order to balance an increase to the maximum threshold and maintain shareholder alignment. The CMDS Committee also increased the percentage of the CEO’s and other Operating Committee members’ deferrals delivered in PSUs. For 2025, the CEO received 100% of his deferred incentive compensation award in PSUs, the Co-Presidents received 65% of their deferred incentive compensation awards in PSUs, and other Operating Committee members received 50% of their deferred incentive compensation awards in PSUs. In addition, the CMDS Committee heightened the performance standards of the PSU program. The absolute ROTCE performance required to achieve a 1.5x payout was increased from 16% to 17%, and a new outperformance goal of 20% ROTCE over the three-year performance period was introduced to achieve a maximum 2.0x payout. The addition of this outperformance goal is responsive to shareholder feedback that the PSU performance objectives should align with the Firm’s strategic objectives. A 2.0x multiplier is common across S&P 500 companies and can only be achieved for performance that aligns with the Firm’s ROTCE goal, which has historically been challenging to achieve over a three-year performance period and has never been achieved in the history of the PSU program. These changes, along with the other refinements to the PSU program, were reviewed with the Chief Risk Officer to ensure that the program continues to discourage imprudent risk taking. The CMDS Committee also expanded eligibility of the PSU program from the Operating Committee to the Management Committee of the Firm in order to capture all senior executives and promote their accountability for achieving the Firm’s strategic goals.
GENERAL TERMS
GENERAL TERMS The 2025 PSUs will vest and the realized award value based on the units earned will be delivered 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/or 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, 2026, and ending on December 31, 2028. These performance objectives are consistent with, and drive, the Firm’s long-term strategy, reflective of the strategic objectives and the performance priorities in Sections 4.1 “How We Evaluate Performance: Performance Priorities” and 4.2 “How We Evaluate Firm Performance: 2025 Performance.” While each participant was awarded a target number of PSUs, the actual number of units earned could vary from zero, if performance objectives are not met, to up to 1.5x target, if performance objectives are meaningfully exceeded, and 2.0x target in the event of sustained outperformance. 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 settled. PSUs awarded to the NEOs are settled 50% in shares of Morgan Stanley common stock and 50% in cash. All other PSU awards are settled 100% in shares of Morgan Stanley common stock. If, after settlement 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 settlement amount 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.
PERFORMANCE OBJECTIVES
PERFORMANCE OBJECTIVES The number of PSUs earned (subject to vesting and the other terms and conditions of the award) based on the Firm’s average ROTCE over the three-year performance period (MS ROTCE) and/or 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), as applicable, will be determined by multiplying the number of PSUs representing the target award by a multiplier as follows (for performance between two thresholds, straight-line interpolation applies):
PERFORMANCE OBJECTIVES
However, in no event will the multiplier (i) exceed 1.0 if MS ROTCE over the performance period is less than 9%, (ii) exceed 1.5 if Morgan Stanley does not demonstrate positive TSR over the performance period, or (iii) be less than 1.0 if MS ROTCE is greater than 14% over the performance period. The CMDS Committee believes that an 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-based 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 “2025 Grants of Plan-Based Awards” table, each of our NEOs received a PSU award in January 2025 (2024 PSUs).
PSU PROGRAM PERFORMANCE
PSU PROGRAM PERFORMANCE The CMDS Committee has consistently set performance objectives for our PSUs that are consistent with the Firm’s long-term objectives and strategy. 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 (2021 PSUs) is 112% of target.
PSU PROGRAM PERFORMANCE
| PSU Program Performance |
PSU PROGRAM PERFORMANCE
As described in note 3 to the “2025 Outstanding Equity Awards at Fiscal Year End” table, 2022 PSUs vested at 150% of target, based on performance over the three-year performance period ended December 31, 2025, and earned stock units converted to shares of common stock in February and March 2026.
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 amounts are delivered based on a financial statement that was later required to be restated due to an error (without regard to fault or misconduct) within the three fiscal years preceding the date the restatement was required | | ✔ |
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.
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, 2025. We historically do not time deferred incentive compensation 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. 6. How We Engage with Shareholders and Our “Say on Pay” Vote Morgan Stanley is committed to open and ongoing communication with our shareholders and takes the opportunity to engage with shareholders directly on compensation and other matters to understand their perspectives and provide information about Morgan Stanley’s executive compensation program, performance assessment and decision-making process. We highly value engaging with our shareholders and have a demonstrable history of being responsive to their feedback. A substantial majority (approximately 95.43%) of the votes cast at the May 2025 annual meeting of shareholders were in favor of our annual “Say on Pay” proposal. In 2025, we continued our engagement program, seeking feedback from shareholders and proxy advisory firms on a variety of topics, including our strategy, financial performance, human capital management, corporate governance, and sustainability. The feedback that we received during the engagement program was conveyed to the CMDS Committee and the Board. Shareholders who provided feedback during our engagement program generally emphasized their support for the Firm’s leadership team, the Firm’s strategy and long-term performance, and the Firm’s annual compensation program for executives. Many shareholders also praised the quality of the Firm’s disclosure and reported that the CMDS Committee’s use of discretion in the administration of the executive compensation program is reasonable and that the general structure of our compensation program is viewed as well-aligned with absolute and relative performance and in line with the market. The CMDS Committee factored shareholder feedback, including the “Say on Pay” vote results, into its consideration of the executive compensation structure and determination of 2025 NEO pay levels. After carefully considering shareholder feedback and other factors, the CMDS Committee maintained its performance-based approach to executive compensation for 2025. 7. Explanatory Notes The following explanatory notes are an integral part of the Firm’s financial and operating performance described in this CD&A. A detailed analysis of the Firm’s financial and operational performance for 2025 is contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2025 Form 10-K.
TIMING OF EQUITY GRANTS
| • | Average Length of Service reflects total years of service at Morgan Stanley as of January 1, 2026. Managing Directors include promotions and notified terminations as of January 1, 2026. |
TIMING OF EQUITY GRANTS
| • | Client Assets represent the sum of the reported Wealth Management client assets and Investment Management AUM. Wealth Management client assets represent those assets for which Wealth Management is providing services including financial advisor-led brokerage, investment advisory, custody, cash management, and administrative services; self-directed brokerage and investment advisory services; financial and wealth planning services; workplace services, including stock plan administration, and retirement plan services. Certain Wealth Management client assets, totalling $350 billion as of December 31, 2025, are invested in Investment Management products and are therefore also included in Investment Management’s AUM. |
TIMING OF EQUITY GRANTS
| • | Common Equity Tier 1 (CET1) Ratio is based on the Basel III Standardized Approach Fully Phased-in rules and is as of year-end. |
TIMING OF EQUITY GRANTS
| • | Core Peers are the following companies: Bank of America, Citigroup, Goldman Sachs, JPMorgan, and Wells Fargo. |
TIMING OF EQUITY GRANTS
| • | Cross-Firm Experience Embedded in Leadership reflects the percentage of total management committee members and managing directors, as of January 1, 2026, who have served in more than one business division or more than one country with Morgan Stanley. For managing directors, those hired via an acquisition are excluded. |
TIMING OF EQUITY GRANTS
| • | Dividend Yield represents annualized quarterly dividend per share as of December 31, 2025 divided by share price as of December 31, 2025. Source: Bloomberg. |
TIMING OF EQUITY GRANTS
| • | Earnings per Share (EPS) represents diluted earnings per share calculated using earnings applicable to Morgan Stanley common shareholders divided by diluted common shares outstanding. |
TIMING OF EQUITY GRANTS
| • | Expense Efficiency Ratio (Efficiency Ratio) represents total non-interest expenses as a percentage of net revenues. |
TIMING OF EQUITY GRANTS
| • | Fee-based asset flows include net new fee-based assets (including asset acquisitions), net account transfers, dividends, interest and client fees, and exclude institutional cash management related activity. |
TIMING OF EQUITY GRANTS
| • | Firm Intersegment Eliminations are included as part of the Total Firm Net Revenues. The corresponding values for each time period are: -$714MM in 2025, -$600MM in 2024, and -$555MM in 2023. |
TIMING OF EQUITY GRANTS
| • | The attainment of Firmwide 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. |
TIMING OF EQUITY GRANTS
| • | G-SIB capital surcharge is an additional risk-based capital surcharge to which U.S. G-SIBs are subject, which must be satisfied using CET1 capital and which functions as an extension of the capital conservation buffer. The surcharge is calculated based on the G-SIB’s size, interconnectedness, cross-jurisdictional activity, and complexity and substitutability (“Method 1”) or use of short-term wholesale funding (“Method 2”), whichever is higher. |
TIMING OF EQUITY GRANTS
| • | Investment Management assets under management or supervision (AUM) represents reported AUM of Morgan Stanley Investment Management as of period end. |
TIMING OF EQUITY GRANTS
| • | Long-term net flows include the Equity, Fixed Income and Alternative and Solutions asset classes and excludes the Liquidity and Overlay Services asset class. |
TIMING OF EQUITY GRANTS
| • | Net income represents net income applicable to Morgan Stanley. |
TIMING OF EQUITY GRANTS
| • | Net new assets (NNA) represent client asset inflows, including interest, dividends and asset acquisitions, less client asset outflows, and excluding the impact of business combinations/divestitures and the impact of fees and commissions. |
TIMING OF EQUITY GRANTS
| • | Pre-tax profit represents income before provision for income taxes. |
TIMING OF EQUITY GRANTS
| • | Quarterly Dividend per Share represents the dividend per share in the fourth quarter of each respective year. |
TIMING OF EQUITY GRANTS
| • | Regulatory Requirement Including Buffers includes the regulatory minimum Stress Capital Buffer and G-SIB capital surcharge, as of year-end for each respective period. |
TIMING OF EQUITY GRANTS
| • | Return on average tangible common equity (ROTCE) metrics are based on reported figures. ROTCE utilizes net income applicable to Morgan Stanley less preferred dividends as a percentage of average tangible common equity. Average tangible common equity represents average common equity adjusted to exclude goodwill and intangible assets net of allowable mortgage servicing rights deduction. ROTCE and average tangible common equity are non-GAAP financial measures that the Firm considers useful for analysts, investors and other stakeholders to assess operating performance. |
TIMING OF EQUITY GRANTS
| • | Stress Capital Buffer (SCB) is determined by the Federal Reserve for each large Bank Holding Company, including the Firm, as part of its annual capital supervisory stress testing process. The SCB applies only with respect to Standardized Approach risk-based capital requirements and replaced the CET1 capital conservation buffer of 2.5%. The SCB is the greater of (i) the maximum decline in our CET1 Ratio under the severely adverse scenario over the supervisory stress test measurement period plus the sum of the four quarters of planned common stock dividends divided by the projected risk-weighted assets from the quarter in which the Firm’s projected CET1 Ratio reaches its minimum in the supervisory stress test and (ii) 2.5%. The supervisory stress test assumes that Bank Holding Companies generally maintain a constant level of assets and risk-weighted assets throughout the projection period. A firm’s SCB is subject to revision each year, taking effect from October 1 to reflect the results of the Federal Reserve’s annual supervisory stress test. |
TIMING OF EQUITY GRANTS
| • | Total Shareholder Return (TSR) represents the change in share price over a period of time plus the dividends paid during such period, expressed as a percentage of the share price at the beginning of such period. Source: Bloomberg, Share prices pulled as of 12/31/2024 and 12/31/2025 to calculate 1-year TSR. Share prices pulled as of 12/31/2022 and 12/31/2025 to calculate 3-year TSR. Share prices pulled as of 12/31/2020 and 12/31/2025 to calculate 5-year TSR. |
TIMING OF EQUITY GRANTS
| • | Valuation represents the share price as of December 31, 2025 divided by annual consensus estimates for 2026 as of December 31, 2025. Source: Bloomberg. |
TIMING OF EQUITY GRANTS
| • | Wallet Share represents the percentage of Morgan Stanley’s Institutional Securities (ISG) segment net revenues to the Wallet. The Wallet represents Investment Banking, Equity Sales & Trading and Fixed Income Sales & Trading net revenues, where applicable, for Morgan Stanley and the following peer set: Bank of America, Barclays, Citigroup, Deutsche Bank, Goldman Sachs, JPMorgan, and UBS. For 2023, the peer set includes Credit Suisse, prior to UBS’s acquisition completed in June 2023. The attainment of these Wallet Share positions assumes a normal market environment and may be impacted by external factors that cannot be predicted at this time, including geopolitical, macroeconomic and market conditions and future legislation and regulations and any changes thereto. The Wallet Share previously has been used as an indicator of performance for the ISG and was formalized as a strategic goal in January 2025. Morgan Stanley wallet share as of December 31, 2025 increased to 15.5% up 120bps from 14.3% in 2023. For peers that disclose results between multiple segments, assumptions have been made based on company disclosures. European peer results were translated to USD using average exchange rates for the appropriate period, sourced from Bloomberg. |
TIMING OF EQUITY GRANTS
| • | Wealth Management pre-tax margin represents income before provision for income taxes as a percentage of net revenues. |
TIMING OF EQUITY GRANTS
Compensation, Management Development and Succession Committee Report We, the Compensation, Management Development and Succession Committee of the Board of Directors of Morgan Stanley, have reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on such review and discussions, we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Firm’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC. Respectfully submitted, Dennis M. Nally, Chair Thomas H. Glocer Erika H. James Rayford Wilkins, Jr. Compensation Committee Interlocks and Insider Participation During the year ended December 31, 2025, Messrs. Nally, Glocer, and Wilkins and Ms. James served on our Compensation, Management Development and Succession Committee. No director who served on the CMDS Committee during fiscal year 2025 is, or has been, employed by us or any of our subsidiaries. None of our executive officers serve as a member of a board of directors or compensation committee of any entity that has one or more executive officers who serve on our Board or CMDS Committee. Executive Compensation The following tables summarize the compensation of our NEOs in the format specified by the SEC.
2025 Summary Compensation Table
2025 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 2025 performance can be found in the CD&A.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1)(2) | Stock Awards ($)(3)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Edward Pick Chairman of the Board and Chief Executive Officer | 2025 | 1,500,000 | 10,875,000 | 24,476,463 | 20,870 | 315,324 | 37,187,657 | | | 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 | | Sharon Yeshaya Executive Vice President and Chief Financial Officer | 2025 | 1,000,000 | 7,887,500 | 10,284,614 | 6,718 | 36,903 | 19,215,735 | | | 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 | | Andrew M. Saperstein Co-President and Head of Wealth Management and Investment Management | 2025 | 1,000,000 | 11,187,500 | 16,159,849 | 5,479 | 109,726 | 28,462,554 | | | 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 | | Daniel A. Simkowitz Co-President and Head of Institutional Securities | 2025 | 1,000,000 | 11,187,500 | 16,159,849 | 28,214 | 14,000 | 28,389,563 | | | 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 | | Eric F. Grossman* Executive Vice President, Chief Legal Officer and Chief Administrative Officer | 2025 | 1,000,000 | 7,887,500 | 10,284,614 | 5,686 | 94,286 | 19,272,086 |
2025 Summary Compensation Table
| * Mr. Grossman was not an NEO for 2023 or 2024. |
2025 Summary Compensation Table
| (1) Includes any elective deferrals to the Firm’s employee benefit plans. |
2025 Summary Compensation Table
| (2) For 2025, consists of 2025 annual cash bonus paid in February 2026 for performance in 2025. |
2025 Summary Compensation Table
| (3) For 2025, consists of: (i) RSUs granted on January 17, 2025 for performance in 2024 (2024 RSUs) and (ii) forward-looking PSUs granted on January 17, 2025 (2024 PSUs), the realizable value of which is dependent entirely on the satisfaction of predetermined performance objectives over a three-year performance period. 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 2024 RSUs and 2024 PSUs, see “2025 Grants of Plan-Based Awards.” |
2025 Summary Compensation Table
| (4) 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 and 2025, the probable value of interest on cash dividend equivalents on the PSUs granted in the applicable year over the three-year deferral period. |
2025 Summary Compensation Table
The following table lists the aggregate grant date fair value of stock unit awards granted to the NEOs during 2025, as well as the probable value of interest on cash dividend equivalents on the 2024 PSUs over the three-year deferral period. The aggregate grant date fair value of 2024 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: $29,250,000 for Mr. Pick; $6,375,000 for Ms. Yeshaya; $13,650,000 for Mr. Saperstein; $13,650,000 for Mr. Simkowitz; and $6,375,000 for Mr. Grossman. 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: $152,194 for Mr. Pick; $33,170 for Ms. Yeshaya; $71,024 for Mr. Saperstein; $71,024 for Mr. Simkowitz; and $33,170 for Mr. Grossman.
2025 Summary Compensation Table
| Stock Unit Awards Granted During 2025 ($) | | | | | | Name | 2024 RSUs | 2024 PSUs | 2024 PSUs 3 Years Dividend Equivalent Interest | Total | | Edward Pick | 4,875,000 | 19,500,000 | 101,463 | 24,476,463 | | Sharon Yeshaya | 6,012,500 | 4,250,000 | 22,114 | 10,284,614 | | Andrew M. Saperstein | 7,012,500 | 9,100,000 | 47,349 | 16,159,849 | | Daniel A. Simkowitz | 7,012,500 | 9,100,000 | 47,349 | 16,159,849 | | Eric F. Grossman | 6,012,500 | 4,250,000 | 22,114 | 10,284,614 |
2025 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 2025 Form 10-K.
2025 Summary Compensation Table
| (5) No NEO had above-market earnings on nonqualified deferred compensation awards in 2025. Each NEO’s pension value increased for 2025 (2025 Change in Pension Value). The 2025 Change in Pension Value is the aggregate change from December 31, 2024 to December 31, 2025 in the actuarially determined present values of the accumulated benefits under the Firm-sponsored defined benefit pension plans. These present values increased during 2025, primarily due to a decrease in discount rates. The present values as of December 31, 2025 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 5.47% for the ERP. The present values as of 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. Benefits are assumed to commence at the earliest age that the NEO can receive unreduced benefits (or current age if later). |
2025 Summary Compensation Table
| (6) The “All Other Compensation” column for 2025 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. |
2025 Summary Compensation Table
| (a) Includes a matching contribution in the 401(k) Plan for 2025 of $14,000 for each NEO. |
2025 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 and personal meals. For Mr. Pick, also includes costs related to residential security equipment; the filing fee paid in connection with Mr. Pick’s stock ownership in the Company, in compliance with the Hart-Scott-Rodino Antitrust Improvements Act; and $250,000 for the incremental cost to the Firm of his personal use of Firm aircraft, which represents his personal use allowance approved by the CMDS Committee. For Mr. Saperstein, also includes $38,500 for costs related to the Firm’s Executive Health Program and $49,358 related to the use of a car service. For Mr. Grossman, also includes costs related to the Firm’s Executive Health Program, and $58,140 related to the use of a Firm car or car service. The incremental cost to the Firm of personal use of Firm aircraft is determined based on variable operating costs per flight plus any trip-specific incremental costs, including, as applicable, landing, parking and flight planning expenses; repositioning expenses; crew travel expenses, supplies and catering; aircraft fuel and oil expenses per hour of flight; maintenance, parts and external labor per hour of flight; and customs, foreign permits and similar fees. Aggregate incremental cost, if any, of travel by any guest accompanying Mr. Pick is also included. Because Firm aircraft are primarily used for business travel, this methodology excludes fixed or non-variable costs that do not change based on usage and that would have been incurred regardless of whether there was any personal use of the aircraft, such as crew salaries, purchase costs of aircraft, and maintenance costs that do not change based on usage. |
2025 Grants of Plan-Based Awards(1)
2025 Grants of Plan-Based Awards(1) The following table sets forth information with respect to 2024 RSUs and 2024 PSUs.
2025 Grants of Plan-Based Awards(1)
| Name | Grant Date | Approval Date | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Edward Pick | 1/17/2025 | 1/6/2025 | 0 | 142,530 | 213,796 | — | 19,601,463(4) | | | 1/17/2025 | 1/6/2025 | — | — | — | 35,632 | 4,875,000(5) | | Sharon Yeshaya | 1/17/2025 | 1/6/2025 | 0 | 31,064 | 46,596 | — | 4,272,114(4) | | | 1/17/2025 | 1/6/2025 | — | — | — | 43,947 | 6,012,500(5) | | Andrew M. Saperstein | 1/17/2025 | 1/6/2025 | 0 | 66,514 | 99,772 | — | 9,147,349(4) | | | 1/17/2025 | 1/6/2025 | — | — | — | 51,256 | 7,012,500 (5) | | Daniel A. Simkowitz | 1/17/2025 | 1/6/2025 | 0 | 66,514 | 99,772 | — | 9,147,349(4) | | | 1/17/2025 | 1/6/2025 | — | — | — | 51,256 | 7,012,500(5) | | Eric F. Grossman | 1/17/2025 | 1/6/2025 | 0 | 31,064 | 46,596 | — | 4,272,114(4) | | | 1/17/2025 | 1/6/2025 | — | — | — | 43,947 | 6,012,500(5) |
2025 Grants of Plan-Based Awards(1)
| (1) The 2024 PSUs included in this table are also disclosed in the “Stock Awards” column of the “2025 Summary Compensation Table” and “2025 Outstanding Equity Awards at Fiscal Year End.” The 2024 RSUs included in this table are also disclosed in the “Stock Awards” column of the “2025 Summary Compensation Table,” and the “2025 Stock Vested” and “2025 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 included in the “Grant Date Fair Value of Stock Awards” column of this table (see note 4) are also disclosed in the “Stock Awards” column of the “2025 Summary Compensation Table.” |
2025 Grants of Plan-Based Awards(1)
| (2) The 2024 PSUs are scheduled to vest and convert to shares in 2028 if the Firm satisfies predetermined performance objectives over the three-year performance period consisting of 2025-2027. 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): |
2025 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 |
2025 Grants of Plan-Based Awards(1)
| * The ROTCE Comparison Group consists of Bank of America, Barclays, Citigroup, Deutsche Bank, Goldman Sachs, JPMorgan, UBS Group, and Wells Fargo. |
2025 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.
2025 Grants of Plan-Based Awards(1)
| (3) The 2024 RSUs are scheduled to convert to shares on January 27, 2028, except that 50% of Mr. Pick’s 2024 RSUs are scheduled to convert to shares on January 27, 2027. Each NEO was retirement-eligible under the terms of the 2024 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. |
2025 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 4 to the “2025 Summary Compensation Table.” The grant date fair value of 2024 PSUs is based on $136.8115, the VWAP of the Firm’s common stock on the grant date, and the probable outcome of the performance conditions as of the grant date. For purposes of this proxy statement, the probable outcome of the performance conditions as of the grant date is the achievement of the target level of performance conditions. Based on actual Firm performance, participants can earn up to a maximum of 1.5 times the target number, and as few as zero, of the units granted. For further information on the valuation of the Firm’s PSUs, see notes 2 and 19 to the consolidated financial statements included in the 2025 Form 10-K. |
2025 Grants of Plan-Based Awards(1)
| (5) Represents the grant date fair value of the 2024 RSUs. The grant date fair value of the 2024 RSUs is based on the VWAP of the Firm’s common stock on the grant date. For further information on the valuation of the Firm’s RSUs, see notes 2 and 19 to the consolidated financial statements included in the 2025 Form 10-K. |
2025 Outstanding Equity Awards at Fiscal Year End
2025 Outstanding Equity Awards at Fiscal Year End The following table discloses the number of shares covered by unvested stock awards held by our NEOs on December 31, 2025. None of our NEOs held any unexercised stock options on December 31, 2025.
2025 Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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 | 120,243 | 21,346,838 | 736,908 | 130,824,113 | | Sharon Yeshaya | — | — | 136,996 | 24,321,212 | | Andrew M. Saperstein | 120,243 | 21,346,838 | 584,848 | 103,828,745 | | Daniel A. Simkowitz | 120,243 | 21,346,838 | 501,876 | 89,098,680 | | Eric F. Grossman | — | — | 228,414 | 40,550,886 |
2025 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. |
2025 Outstanding Equity Awards at Fiscal Year End
| (2) The value is based on $177.53, the closing price of the Firm’s common stock on December 31, 2025. |
2025 Outstanding Equity Awards at Fiscal Year End
| (3) Consists of PSUs that are scheduled to vest and convert, subject to satisfaction of the predetermined performance objectives as follows: (i) PSUs with a 2023-2025 performance period, in 2026 (2022 PSUs, which vested at 150% of target and converted to shares of common stock with respect to 50% of the award on each of February 19, 2026 and March 12, 2026); (ii) PSUs with a 2024-2026 performance period, in 2027 (including PSUs granted in January 2024 (2023 PSUs) and the Staking Award PSUs); and (iii) PSUs with a 2025-2027 performance period, in 2028 (2024 PSUs; see note 2 to “2025 Grants of Plan-Based Awards” for the performance objectives of the 2024 PSUs). For each PSU award, reflects 1.5 times the target number of PSUs granted (the maximum); however, based on actual Firm performance over the relevant performance period, the NEOs can earn as few as zero PSUs. |
2025 Stock Vested
2025 Stock Vested The following table contains information about the stock awards held by our NEOs that vested during 2025. None of our NEOs exercised any stock options in 2025.
2025 Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Edward Pick | 35,632 | 4,875,000 | | Sharon Yeshaya | 43,947 | 6,012,500 | | Andrew M. Saperstein | 51,256 | 7,012,500 | | Daniel A. Simkowitz | 51,256 | 7,012,500 | | Eric F. Grossman | 43,947 | 6,012,500 |
2025 Stock Vested
| (1) Consists of the 2024 RSUs, which are considered vested at grant for purposes of this proxy statement due to the NEOs’ retirement eligibility. For further details on the 2024 RSUs, see note 3 to “2025 Grants of Plan-Based Awards.” 2022 PSUs are considered unvested during 2025. 2022 PSUs vested at 150% of target based on performance over the three-year performance period ended December 31, 2025 and converted to shares of common stock with respect to 50% of the award on each of February 19, 2026 and March 12, 2026. |
2025 Stock Vested
| (2) The aggregate grant date fair value of the 2024 RSUs is based on $136.8115, the VWAP of the Firm’s common stock on the grant date. |
2025 Pension Benefits
2025 Pension Benefits The table below discloses the present value of accumulated benefits payable to each NEO and the years of service credited to each NEO under the Firm’s defined benefit retirement plans as of December 31, 2025.
2025 Pension Benefits
| Name | Plan Name | Number of Years Credited Service(1) | Retirement Age for Full Benefits(2) | Present Value of Accumulated Benefit ($)(3) | Payments During Last Fiscal Year ($) | | Edward Pick | Morgan Stanley Employees Retirement Plan | 17 | 65 | 265,372 | — | | Sharon Yeshaya | Morgan Stanley Employees Retirement Plan | 10 | 65 | 72,679 | — | | Andrew M. Saperstein | Morgan Stanley Employees Retirement Plan | 4 | 65 | 71,751 | — | | Daniel A. Simkowitz | Morgan Stanley Employees Retirement Plan | 19 | 65 | 381,562 | — | | Eric F. Grossman | Morgan Stanley Employees Retirement Plan | 4 | 65 | 74,467 | — |
2025 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. |
2025 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). |
2025 Pension Benefits
| (3) The present values on December 31, 2025 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 5.47% for the ERP. |
2025 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 by 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 $170,000 per year. ERP participants who, as of January 1, 2004, had age plus service equal to at least 65 and who had been credited with five years of service, received benefits determined under the ERP’s pre-2004 benefit formula, if greater. Pre-2004 benefits equaled 1.15% of final average salary, plus 0.35% of final average salary in excess of Social Security covered compensation, in each case multiplied by credited service up to 35 years, where final average salary was base salary, up to specified limits set forth in the ERP, for the highest paid 60 consecutive months of the last 120 months of service.
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation The following table contains information with respect to the participation of the NEOs in the Firm’s unfunded cash deferred compensation plans that provide for the deferral of compensation on a basis that is not tax-qualified, as well as with respect to RSUs granted to the NEOs that are vested but have not yet converted to shares of Morgan Stanley common stock. NEOs participate in the plans on the same terms and conditions as other similarly situated employees. The material terms and conditions of these plans are described below.
2025 Nonqualified Deferred Compensation
| Name | Plan Name | Executive Contributions in Last FY ($)(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 | 4,875,000 | — | 10,721,290 | 10,716,147 | 32,891,167 | | Sharon Yeshaya | Restricted Stock Units | 6,012,500 | — | 6,940,415 | 3,374,201 | 23,120,857 | | Andrew M. Saperstein | Restricted Stock Units | 7,012,500 | — | 9,879,485 | 7,965,478 | 31,571,733 | | Daniel A. Simkowitz | Pre-Tax Incentive Program | — | — | 168,069 | — | 1,813,039 | | | Restricted Stock Units | 7,012,500 | — | 11,697,954 | 10,410,517 | 36,735,806 | | Eric F. Grossman | Morgan Stanley Compensation Incentive Plan | — | — | 154,121 | 1,753,481 | 3,643,388 | | | Restricted Stock Units | 6,012,500 | — | 7,857,481 | 6,743,097 | 25,118,759 |
2025 Nonqualified Deferred Compensation
| (1) RSU contributions represent the 2024 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 2024 RSUs in this column (which are also included in the “Stock Awards” column of the “2025 Summary Compensation Table,” “2025 Grants of Plan-Based Awards,” and “2025 Stock Vested”) is based on $136.8115, the VWAP of the Firm’s common stock on the grant date. |
2025 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, 2025 (or, if applicable, the earlier distribution date) compared to December 31, 2024 (or, if applicable, the later contribution date) and (ii) the amount of the dividend equivalents in the form of additional RSUs credited in 2025 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). |
2025 Nonqualified Deferred Compensation
With respect to 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, 2025, 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 on December 31, 2024.
2025 Nonqualified Deferred Compensation
| (3) Represents distributions from cash-based nonqualified deferred compensation plans and conversions of RSUs based on the closing price of the Firm’s common stock on the conversion date. |
2025 Nonqualified Deferred Compensation
| (4) With respect to the RSUs, represents the number of vested units held by the NEO on December 31, 2025, multiplied by the closing price of the Firm’s common stock on December 31, 2025. With respect to cash-based nonqualified deferred compensation plans, represents the balance of the NEO’s account reflected on the Firm’s books and records on December 31, 2025. |
2025 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 plans and the RSUs referenced in the table above.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control This section describes and quantifies the benefits and compensation to which each NEO would have been entitled under our existing plans and arrangements if the NEO’s employment had terminated or if the Firm had undergone a change in control, in each case, on December 31, 2025.
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 2025. The median employee determination for 2023 is described below. |
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 2021 through 2025 (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 2025 to Firm performance (the PvP Measures), and (3) a clear description of the relationship between the “Compensation Actually Paid” (CAP) 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 2021–2025 (the PvP Relationship Disclosure). A detailed discussion of the CMDS Committee’s decisions regarding the compensation awarded to the NEOs for 2025 performance can be found in the CD&A.
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) | | 2025 | 37,187,657 | 92,936,732 | 23,834,984 | 50,238,992 | 304 | 203 | 17,025 | 21.6 | | 2024 | 24,881,032 | 64,477,440 | 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 |