Morgan Stanley · NYSE:MS
Morgan Stanley — Shareholder Meeting (May 2015)
20 slides from Morgan Stanley's shareholder meeting presentation, May 5, 2015
Slide 1: Morgan Stanley Compensation and Governance Practices April 2015
Morgan Stanley Compensation and Governance Practices April 2015
Slide 2: Executive Summary
Executive Summary Executive Summary [] Morgan Stanley's Board of Directors unanimously recommends that shareholders vote: 1. FOR: Non-binding advisory vote approving compensation of named executive officers ("Say on Pay") -- For the second consecutive year, Morgan Stanley's annual performance for sh
Slide 3: 2014 CEO Target Compensation Range
1. 2014 CEO Target Compensation Range Morgan Stanley's Compensation, Management Development and Succession (CMDS) Committee Uses a Principles Driven Approach to Determine Executive Compensation 1 Establish a Target [] Consistent with the approach in 2013, a target compensation range for Morgan Stanl
Slide 4: Evaluating CEO Performance and Determining Compensation
1. 2014 CEO Target Perc Compensatio enRang tile Evaluating CEO Performance and Determining Compensation [] At the start of 2014, the CMDS Committee established a 2014 CEO target compensation range of $13 million or less to $23 million or more. Consistent with the approach in 2013, this range was inf
Slide 5: Shareholder Return Outperformed Peers for the Second Consecutive Year
2. Factors for Consideration in Setting 2014 CEO Compensation A. Shareholder Return Morgan Stanley's 2014 Total Shareholder Return Was Strong and Outperformed Peers for the Second Consecutive Year [] Morgan Stanley's shareholder performance continued to be strong -- both on an absolute basis (+25%)
Slide 6: Progress on Important Strategic Objectives in 2014
2. Factors for Consideration in Setting 2014 CEO Compensation B. Strategic Progress5. Morgan Steadily i anley Continued to Mak Progress on Important Strategic Objectives in 2014 Progress on Strategic Objectives in 2014 6. Achieve See slides 18 and 19 ("End Notes") for additional information related
Slide 7: Compensation Committee's Assessment of CEO and Firm Performance
2. Factors for Consideration in Setting 2014 CEO Compensation 2014 CEO Compensation Was Based on the Compensation Committee's Assessment of CEO and Morgan Stanley's Performance Evaluating MS CEO Performance [] CEO and Firm performance, as well as shareholder returns, substantially exceed expectation
Slide 8: CEO Compensation Remains Aligned With Performance
2. Factors for Consideration in Setting 2014 CEO Compensation Morgan Stanley CEO Compensation Remains Aligned With Performance [] Due to outstanding CEO performance and strong shareholder returns, the CMDS committee approved CEO compensation of $22.5 million in 2014 (25% year-over-year change in lin
Slide 9: Changed Compensation Deferral Policy in 2014
3. 2014 CEO Compensation Structure and Governance Morgan Stanley Changed Its Compensation Deferral Policy in 2014 to Reduce Ongoing Fixed Obligations and Compensation / Net Revenue Ratios, While Maintaining Substantial Deferral Levels Change in Compensation Structure [] On December 1, 2014, the Comp
Slide 10: 72% Deferred and 40% of Deferred Linked to Future Performance
3. 2014 CEO Compensation Structure and Governance 72% of 2014 CEO Compensation Is Deferred and 40% of Deferred Compensation Is Directly Linked to Future Performance MS 2014 CEO Compensation Elements Deferred Compensation (72%) Deferred Cash and Deferred Equity [] Deferred over three years [] Subject
Slide 11: Structure of CEO Compensation Aligned With Shareholder Interests
3. 2014 CEO Compensation Structure and Governance Structure of CEO Compensation Results in Strong Alignment With Shareholder Interests Compensation Element Comment Substantial deferral of above base 1 [] 72% of total CEO compensation is deferred over three years compensation 2 Clawbacks [] Clawback
Slide 12: Overview of EICP Share Request Proposal
4. EICP Share Request Proposal Overview of EICP Share Request Proposal [] The Board of Directors recommends adding 25 million shares to the EICP Proposal [] Morgan Stanley believes that a portion of employee compensation should be awarded in shares to align employee and shareholder interests [] The
Slide 13: Board of Directors Has Relevant and Diverse Experience
5. Corporate and Risk Governance Highlights Morgan Stanley's Board of Directors Has Relevant and Diverse Experience [] The Board of Directors has a diverse set of complementary skills, attributes, and perspectives. The Board has elected five new directors in the past two years and upon election at t
Slide 14: Committed to Maintaining Best in Class Governance Practices
5. Corporate and Risk Governance Highlights Morgan Stanley Is Committed to Maintaining Best in Class Governance Practices [] Shareholders who own at least 25% of common stock have the ability to call a special meeting of shareholders [] There are no supermajority vote requirements in our charter or
Slide 15: Shareholder Proposal A: Special Report on Lobbying
6. Shareholder Proposal A. Special Report on Lobbying Morgan Stanley's Board of Directors Recommends Shareholders Vote Against Proposal to Publish Special Annual Report on Lobbying Expenses Reasons to Vote "Against" [] Morgan Stanley already publicly discloses lobbying costs under the federal Lobbyi
Slide 16: Shareholder Proposal B: Vote Counting Methodology
6. Shareholder Proposal B. Vote Counting Methodology Morgan Stanley's Board of Directors Recommends Shareholders Vote Against Proposal to Amend Company Bylaws to Exclude Votes to Abstain from Vote Counts Reasons to Vote "Against" [] Shareholder and company-sponsored proposals require a majority vote
Slide 17: Shareholder Proposal C: Vesting for Government Services
6. Shareholder Proposal C. Vesting for Gov't Services Morgan Stanley's Board of Directors Recommends Shareholders Vote Against Proposal to Publish a Report Identifying "Senior Officers" Eligible for Vesting of Deferred Equity Compensation for Government Service and Related Dollar Amounts Reasons to
Slide 18: Endnotes
Endnotes The following notes are an integral part of the Company's financial and operating performance described in this presentation: General [] A detailed analysis of the Company's financial and operational performance for 2014 is contained in the Management's Discussion and Analysis of Financial
Slide 19: Endnotes (cont'd)
Endnotes (cont'd) Page 6 (cont'd) 4. U.S. Bank loan balances include loans held for investment and loans held for sale and exclude loans at fair value, which are included in trading assets in the Company's consolidated statements of financial condition 5. DVA represents the change in fair value of c
Slide 20: 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, 2014, which is available on www.morganstanley.com, or wi