Morgan Stanley · NYSE:MS
Morgan Stanley — Shareholder Meeting (April 2026)
23 slides from Morgan Stanley's shareholder meeting presentation, Apr 2, 2026
Slide 1: Morgan Stanley Compensation & Governance Practices
Morgan Stanley Compensation & Governance Practices April 2026
Slide 2: Board of Directors Recommends Shareholders Vote
Morgan Stanley’s Board of Directors Recommends Shareholders Vote: FOR: Three Management Proposals 1 Approve the compensation of Named Executive Officers (“Say on Pay” Non-Binding Advisory Vote) 2 Elect all Director Nominees 3 Ratify Deloitte & Touche LLP’s Appointment as the Firm’s Independent Audit
Slide 3: Outstanding Performance Across Metrics Firmwide
Outstanding Performance Across Metrics Firmwide 1 FOR: Approve the compensation of Named Executive Officers (“Say on Pay” Non-Binding Advisory Vote) • Based on outstanding individual and exceptional financial performance in 2025, total CEO compensation was set at $45MM with shareholder-aligned featu
Slide 4: The Integrated Firm: Executing on a Higher Plane
The Integrated Firm: Executing on a Higher Plane EARNINGS GROWTH HIGHER RETURNS EPS ($) (1) ROTCE (%) 10.21 21.6% 8.03 19.8% 7.95 18.8% $7.50 17.6% 6.46 15.2% 15.3% 6.15 13.5% 13.4% 5.19 5.18 12.8% 4.73 12.1% $4.47 9.3% 9.2% 2.92 3.07 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2016 2017 2018
Slide 5: Driving Asset and Revenue Growth While Maintaining Strong Capital and Growing the Dividend
Driving Asset and Revenue Growth While Maintaining Strong Capital and Growing the Dividend TOTAL CLIENT ASSETS (1) REVENUE GROWTH Wealth & Investment Management Total Client Assets ($Tn) Net Revenues ($Bn) 9.3 70.6 7.9 61.8 6.6 54.1 2023 2024 2025 2023 2024 2025 ROBUST EXCESS CAPITAL SUPPORTING CONS
Slide 6: Tracking Firmwide Goals: $9Tn+ in Client Assets and Institutional Wallet Share Gains
Tracking Firmwide Goals: $9Tn+ in Client Assets and Institutional Wallet Share Gains COMPOUNDING ASSETS GAINING SHARE Total Client Assets ($Tn) Institutional Securities Wallet Share (%) (1) 9.3 15.5% 14.3% 4.8 2020 2025 2020 2025 Wealth Management Investment Management The End Notes are an integral
Slide 7: Track Record of Effective Investments and Strategic Expansion
Track Record of Effective Investments and Strategic Expansion Over Time Driving Results Today EXPANDING OUR CAPABILITIES THROUGH STRATEGIC INVESTMENTS & INORGANIC GROWTH OPPORTUNITIES Areas of Investments Acquisitions Talent Across Businesses Smith Barney Differentiated Client Solutions Mesa West Ex
Slide 8: Strategy Delivering Growth Across Businesses
Strategy Delivering Growth Across Businesses NET REVENUES (1) ($Bn) $70.6 $6.5 $61.8 $5.9 $54.1 $31.8 $5.4 $28.4 $26.3 $33.1 $28.1 $23.1 2023 2024 2025 Institutional Securities Wealth Management Investment Management The End Notes are an integral part of this Presentation. See slides 21-23 at the ba
Slide 9: Strong Results in 2025 On Track or Exceeding Firmwide Goals
Strong Results in 2025 On Track or Exceeding Firmwide Goals Driven by Four Pillars of The Integrated Firm STRATEGIC OBJECTIVES FIRMWIDE GOALS (1) 2024 RESULTS 2025 RESULTS Client Assets $10Tn + $7.9Tn $9.3Tn STRATEGY WM Pre-Tax Margin (2) 30% 27% 29% CULTURE ISG Wallet Durable Share Share Gains 3 3
Slide 10: Continue to Generate Strong Shareholder Returns
Continue to Generate Strong Shareholder Returns Strong relative long-term performance by Morgan Stanley vs. peer average and market For 2025, Morgan Stanley achieved a market capitalization of $282 billion (1) (2) (3) 1-YEAR (2025) TSR 3-YEAR (2023 - 2025) TSR 5-YEAR (2021 - 2025) TSR 204% 149% 188%
Slide 11: Compensation Philosophy & Features
Compensation Philosophy & Features Our program is built for long-term sustainable value creation; the Firm is committed to a pay for performance philosophy, which supports the Firm’s culture and values and shareholders’ interests OUR COMPENSATION PHILOSOPHY ALIGN DELIVER PAY FOR COMPENSATION MITIGAT
Slide 12: CEO Pay Determination Framework
CEO Pay Determination Framework Our comprehensive pay framework aligns pay with performance, emphasizing integrity, competitive market practices, and shareholder alignment HOW WE DETERMINE CEO PAY SET PERFORMANCE ASSESS ABSOLUTE & EVALUATE MARKET PAY PRIORITIES RELATIVE PERFORMANCE The Board sets Fi
Slide 13: Performance Priorities Define What Success Looks Like
Performance Priorities Define What Success Looks Like The CMDS Committee’s evaluation of performance against the below priorities informs compensation decisions; these priorities are tied to Firmwide goals, allowing us to directly reward strategic, long-term business outcomes FOUR PILLARS OF THE INT
Slide 14: 2025 CEO Performance & Compensation Determination
2025 CEO Performance & Compensation Determination The CMDS Committee assessed CEO and Firm performance including a thorough evaluation of market pay and absolute and relative performance, and determined 2025 CEO compensation HOW WE INCORPORATE PERFORMANCE INTO CEO PAY DECISION Shares earned can rang
Slide 15: Performance Stock Unit Program Enhancements
Performance Stock Unit Program Enhancements We regularly review our compensation program to ensure it remains committed to our compensation philosophy, is aligned with long-term strategic objectives, addresses market competitiveness, and effectively responds to shareholder expectations HOW WE ENHANC
Slide 16: Committed to Maintaining Best in Class Governance
Committed to Maintaining Best in Class Governance 2 FOR: Elect All Director Nominees KEY CORPORATE GOVERNANCE PRACTICES Shareholder Rights and Longstanding Value and Respond to Robust Board Oversight Annual Board Evaluation Accountability Sustainability Strategy Shareholder Feedback • The Firm’s str
Slide 17: Board of Directors has Relevant and Broad Experience
Board of Directors has Relevant and Broad Experience BOARD TENURE BALANCE (1) BOARD COMPOSITION (1) Average Tenure: 7 years 4 DIRECTORS 66 YEARS 5 NEW DIRECTORS 10 years + born outside of the average age of in the last three 5 U.S. Board upon election at annual meeting years (since beginning of 2023
Slide 18: Independent Board Leadership and Board Refreshment
Independent Board Leadership and Board Refreshment (1) 2 FOR: Elect All Director Nominees Erika H. James (56) Megan Butler (61) Douglas L. Peterson (67) Tenure: 2 Years Tenure: 4 Years Tenure: 1 Year • Previously Executive Director at the U.K. • Currently Dean of the Wharton School of the • Previous
Slide 19: Independent Lead Director with Robust Responsibilities
Independent Lead Director with Robust Responsibilities BOARD GOVERNANCE ADVISING THE CHAIRMAN BOARD EFFECTIVENESS AND LEADERSHIP AND CEO AND SUCCESSION PLANNING • Preside at all meetings of the Board • Communicate with the Chairman and CEO • Lead the annual evaluation of the at which the Chairman is
Slide 20: Overview of Shareholder Proposal
Overview of Shareholder Proposal 1 AGAINST: Independent Board Chairman – John Chevedden • The Board does not believe in a “one-size-fits-all” permanent and prescriptive leadership mandate that undermines our ability to adapt to changing circumstances. It is in the best interest of the Firm and its s
Slide 21: Notes
Notes The information provided herein includes certain non-GAAP financial measures. The definition of such measures and/or the reconciliation of such measures to the comparable U.S. GAAP figures are included in this presentation, or in Morgan Stanley's (the ‘Firm’) Annual Report on Form 10-K, Defini
Slide 22: End Notes
End Notes These notes refer to the financial metrics and/or defined terms presented on Slide 3 1. Return on average tangible common equity (‘ROTCE’) represents net income applicable to Morgan Stanley less preferred dividends as a percentage of average tangible common equity. Average tangible common
Slide 23: End Notes
End Notes These notes refer to the financial metrics and/or defined terms presented on Slide 8 1. Total Firm Net Revenues across each time period are inclusive of Firm Intersegment Eliminations. Corresponding values for each time period include: -$714MM in 2025, -$600MM in 2024, and -$555MM in 2023.