Morgan Stanley · NYSE:MS
Morgan Stanley — Shareholder Meeting (March 2014)
17 slides from Morgan Stanley's shareholder meeting presentation, Mar 28, 2014
Slide 1: Morgan Stanley Compensation and Governance Practices
Morgan Stanley Compensation and Governance Practices March 2014 [Morgan Stanley logo]
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") -- Morgan Stanley's 2013 performance for shareholders substantially outperform
Slide 3: Principles Driven Approach to Determine Executive Compensation
BU Name or Client/Project Name 1. 2013 CEO Target Compensation Range 1 Establish a Target Range of Compensation 2 Compensation Based on Performance 3 Compensation Structure is Aligned with Shareholders' Interests Morgan Stanley's Compensation, Management Development and Succession (CMDS) Committee U
Slide 4: 2013 CEO Target Compensation Range
1. 2013 CEO Target Compensation Range Consistent With the Approach Developed in 2012, 2013 Target Compensation Range for Morgan Stanley's CEO Was Informed by Historical Compensation at Peer Firms of Similar Size, Scope, and Complexity [] At the beginning of 2013, the CMDS Committee established a 201
Slide 5: Evaluating CEO Performance and Determining Compensation
1. 2013 CEO Target Compensation Range Evaluating CEO Performance and Determining Compensation [] The matrix below provides the framework to determine the 2013 CEO compensation, within the target range of up to $20 million or more for superior performance and down to $10 million or less for subpar pe
Slide 6: Share Price Appreciated Significantly in 2013
2. Factors for Consideration in Setting 2013 CEO Compensation Morgan Stanley's Share Price Appreciated Significantly in A. Shareholder Return 2013 [] Morgan Stanley's share price appreciated strongly, and perceived credit quality observed through Morgan Stanley's 5-year Credit Default Swap ("CDS") s
Slide 7: 2013 Total Shareholder Return Was Very Good and Outperformed Peers
2. Factors for Consideration in Setting 2013 CEO Compensation Morgan Stanley's 2013 Total Shareholder Return Was A. Shareholder Return Very Good and Outperformed Peers [] Morgan Stanley's shareholder performance was very good -- both on an absolute basis (+65%) and relative to peers (approximately 1
Slide 8: Morgan Stanley Completed Important Strategic Objectives in 2013
Firm 2. Factors Compensation for Consideration(Committee) in Discussion Setting 2013 CEO Compensation Morgan Stanley Completed Important Strategic Objectives B. Strategic Accomplishments in 2013 and Continues to Make Progress on Others Select 2013 Strategic Accomplishments Objectives Status Comment
Slide 9: Completed Acquisition of Wealth Management Joint Venture
(BU)2. Name Factors(or) for Client/Project Consideration(Name) in Setting 2013 CEO Compensation In 2013, Morgan Stanley Completed the Acquisition of B. Strategic Accomplishments Wealth Management Joint Venture and Achieved Profitability Goals Acquisition of Wealth Management Joint Venture [] In June
Slide 10: 2013 CEO Compensation Based on Assessment of Performance
2. Factors for Consideration in Setting 2013 CEO Compensation CEO Compensation Range $20 Million or More Expected Range of Annual Performance $15 Million Compensation + Fixed Long Term Incentive Award $10 Million or Less 2013 CEO Compensation Was Based on the Compensation Committee's Assessment of M
Slide 11: Morgan Stanley CEO Compensation Is Aligned With Performance
(BU)2. NameFactors(or) for Client/Project Consideration(Name) in Setting 2013 CEO Compensation Morgan Stanley CEO Compensation Is Aligned With Performance MS CEO Compensation 2010 -- 2013 Total Shareholder Return MS (7%) (44%) 28% 65% Peer Average (1) 2% (34%) 43% 29% SandP 500 Fin. Index 12% (17%)
Slide 12: 2013 CEO Compensation Structure and Governance
3. 2013 CEO Compensation Structure and Governance 62% of CEO Compensation is Equity-Based and 34% Is Directly Linked to Future Performance MS 2013 CEO Compensation Elements $ Million Deferred Compensation (90%) Deferred Cash and Deferred Equity [] Deferred over 3 years [] Subject to clawback 2014-16
Slide 13: CEO Compensation Structure and Governance Further Enhanced in 2013
(BU)3. Name 2013 CEO or Client/Project Compensation Name Structure and Governance CEO Compensation Structure and Governance Were Further Enhanced in 2013 Enhanced Compensation Element Note In 2013 Performance-based long-term incentive 1 award remains a significant portion of [] from In 2013, 2.0x re
Slide 14: Corporate and Risk Governance Highlights
4. Corporate and Risk Governance Highlights Composition of Board Governance Highlights Risk Governance Morgan Stanley is Committed to Maintaining Best in Class Governance Practices [] The Board has financial services experience and diverse international background and a substantial majority of indep
Slide 15: Shareholder Proposal: Special Annual Report on Lobbying Expenses
BU Name or Client/Project Name 5. Shareholder Proposal Proposal Recommendation Reason to Vote "Against" Shareholder Proposal to Publish Special Annual Report on Lobbying Expenses [] Publish special annual report disclosing lobbying expenses, including payments made to trade associations that engage
Slide 16: 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 2013 is contained in the Management's Discussion and Analysis of Financial Conditio
Slide 17: 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, 2013, which is available on www.morganstanley.com, or wi