Morgan Stanley · NYSE:MS
Morgan Stanley — Shareholder Meeting (May 2013)
15 slides from Morgan Stanley's shareholder meeting presentation, May 3, 2013
Slide 1: Morgan Stanley Compensation and Governance Practices March 2013
Morgan Stanley Compensation and Governance Practices March 2013
Slide 2: Notice
Notice The information provided herein may include certain non-GAAP financial measures. The reconciliation of such measures to the comparable GAAP figures are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 ("2012 Form 10-K"), which is available on www.morga
Slide 3: Executive Summary
Executive Summary [] Morgan Stanley's Board of Directors unanimously recommends that shareholders vote FOR the following four compensation- related proposals: 1. Non-binding advisory vote approving compensation of named executive officers ("Say on Pay") -- In 2012, Morgan Stanley's Compensation, Man
Slide 4: Executive Summary (cont'd)
Executive Summary (cont'd) 3. Amend the EICP to better enable performance-based long-term incentive awards to qualify as tax-deductible to the Company under Section 162(m) of the Internal Revenue Code -- Morgan Stanley believes it is in the best interests of the Company and shareholders to grant exe
Slide 5: In 2012, CMDS Committee Conducted Comprehensive Review of CEO Compensation
1. Say on Pay In 2012, CMDS Committee Conducted Comprehensive Review of CEO Compensation to Ensure Consistency with Best Practices(1) 1 CEO Annual Set target annual performance compensation amount based upon competitor benchmarking. Actual Performance award granted for 2012 performance was relative
Slide 6: Target Compensation for Morgan Stanley's CEO Informed by 2011 Peer Compensation
1. Say on Pay Target Compensation for Morgan Stanley's CEO Was Informed by the 2011 Compensation at Peer Firms Benchmarking 2011 CEO Compensation (1) MS CEO 2012/13 Comprehensive Pay Opportunity Target [GRAPHIC OMITTED] [GRAPHIC OMITTED] 6 Note 1. Statistics represent both the average and the median
Slide 7: Actual 2012 CEO Annual Performance Compensation Was 40% Below Target
1. Say on Pay Actual 2012 CEO Annual Performance Compensation Was 40% Below Target Based on the CMDS Committee's Assessment of Morgan Stanley's Performance Evaluating CEO Performance in 2012 [] Financial Performance Factors Included: -- Net revenues were $26.1 billion, net income $68 million, and RO
Slide 8: CEO 2012/13 Comprehensive Pay Opportunity Includes a Long-Term Incentive Component
1. Say on Pay CEO 2012/13 Comprehensive Pay Opportunity Includes a Long-Term Incentive Component, In Addition to 2012 Annual Performance Compensation MS CEO 2012/13 Comprehensive Pay Opportunity Elements [] Ultimate realizable value determined based equally on two performance metrics over three year
Slide 9: Proportion of CEO Pay Delivered Through Performance-Based Equity Increased Substantially
1. Say on Pay Overall, the Proportion of CEO 2012/13 Comprehensive Pay Opportunity Delivered Through Future-Oriented Performance-Based Equity Awards Increased Substantially MS CEO Comprehensive Pay Opportunity 2010 -- 2012 [GRAPHIC OMITTED] Note 1. The Summary Compensation Table view presents cash c
Slide 10: Summary of 2012 Annual Performance Compensation Plus 2013-15 LTIP
1. Say on Pay ------------------------------------------------- Summary of 2012 Annual Performance Compensation Plus 2013-15 LTIP for Morgan Stanley CEO and NEOs Compensation Element Note Comprehensive pay opportunity reduced CEO 2012/13 comprehensive pay opportunity reduced 7% from 1 [] $10.5 to $9
Slide 11: 2. EICP Share Request Proposal
2. EICP Share Request Proposal Overview of EICP Share Request Proposal [] The Board of Directors recommends adding 30 million shares to the EICP in 2013 Proposal [] Morgan Stanley believes that a portion of employee compensation should be awarded in shares to align employee and shareholder interests
Slide 12: 3, 4. Overview of Proposals on Section 162(m) Tax-Deductibility
3, 4. Corporate Tax- Deductibility of Executive Compensation Under Overview of Proposals to Make Certain Amendments to Provide Section 162(m) for Corporate Tax-Deductibility of Executive Compensation Under Section 162(m) of the Internal Revenue Code A B Update the Definition of Pre-Tax Earnings in t
Slide 13: 5. Additional Information (Approach to Compensation)
5. Additional Information (Approach to Compensation) For 2012, Morgan Stanley Continued to Refine Its Overall Compensation Structure Consistent With Sound Risk Management and Regulatory Guidance Best Practice 2012 Refinements [] Morgan Stanley believes that equity ownership by [] For 2012, Morgan St
Slide 14: 6. Additional Information (Corporate and Risk Governance Highlights)
6. Additional Information (Corporate and Risk Governance Highlights) Morgan Stanley Has Significantly Strengthened Its Corporate and Risk Governance in Recent Years and Is Committed to Maintaining Best in Class Governance Practices [] Shareholders who own at least 25% of common stock have the abilit
Slide 15: Endnotes
Endnotes The following notes are an integral part of the Company's financial and operating performance described in this presentation: [] A detailed analysis of the Company's financial and operational performance for 2012 is contained in the Management's Discussion and Analysis of Financial Conditio