Morgan Stanley · NYSE:MS
Morgan Stanley — Shareholder Meeting (April 2020)
16 slides from Morgan Stanley's shareholder meeting presentation, Apr 3, 2020
Slide 1: Morgan Stanley Compensation & Governance Practices
Morgan Stanley Compensation & Governance Practices April 2020
Slide 2: Board of Directors Recommends Shareholders Vote
Morgan Stanley MORGAN STANLEY'S BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE: ¢ FOR: Three Management Proposals @ Approve the compensation of named executive officers (Say on Pay non-binding advisory vote) — At the start of 2019, as in prior years, the Compensation, Management Development and Suc
Slide 3: Compensation Program Objectives and Features
MorganStanley COMPENSATION PROGRAM OBJECTIVES AND FEATURES Morgan Stanley has a pay for performance philosophy for its named executive officers, and is committed to responsible compensation programs with the following key objectives, all of which support the Firm's culture and values and shareholder
Slide 4: Framework for Determining CEO Compensation
MorganStanley FRAMEWORK FOR DETERMINING CEO COMPENSATION Morgan Stanley has a robust process that supports and reinforces the pay for performance philosophy that incorporates the following key steps: 1 2 3 4 Set Performance Priorities Seta Target Assess Performance Determine Compensation Compensatio
Slide 5: Strategic Objectives: Mark to Market
MorganStanley STRATEGIC OBJECTIVES: MARK TO MARKET C c *. 2 . (2) 1) Deliver Wealth Mgmt. Pre-Tax Margin J Pre-Tax Margin® of 27.2% A : Revenues of $20.4Bn; solid performance 2) Expand ISG Penetration and Leadership V despite mixed market backdrop Position Investment Management for J Revenues of $3.
Slide 6: Sustained Financial Performance
MorganStanley SUSTAINED FINANCIAL PERFORMANCE In 2019 the Company achieved record full-year net revenues and net income that reflected both growth and continued expense discipline, enabling the achievement of higher annual returns Net Revenues $37.9Bn $40.1Bn $41.4Bn Expense Efficiency Ratio 73% 72%
Slide 7: Strong Returns and Sufficient Capital Support Future Investment
MorganStanley STRONG RETURNS AND SUFFICIENT CAPITAL SUPPORT FUTURE INVESTMENT Attractive Capital Return Profile Ability to Invest for Growth Capital Return® Capital) (Calendar Year — $Bn) (End of Period — $Bn) 75 68 5A } Dividend 54 Buyback -_ 2017 2018 2019 Return on Equity and Return on Tangible C
Slide 8: Execution of Strategic Objectives Generates Consistent Shareholder Return
MorganStanley EXECUTION OF STRATEGIC OBJECTIVES GENERATES CONSISTENT SHAREHOLDER RETURN 1-Year (2019) TSR 3-Year (2017-2019) TSR®2® 5-Year (2015-2019) TSR 70% 47% 40% 33% 32% 31% 30% 28% 7 ; Avg. Global Morgan S&P 500 Avg. Global Morgan S&P500 Avg. Global Morgan S&P 500 Peers® Stanley _ Fin. Index P
Slide 9: CEO Compensation Determination
MorganStanley CEO COMPENSATION DETERMINATION At year end, the CMDS Committee assessed CEO and Firm performance, discussed that assessment with the Board, and established 2019 CEO compensation MS 2019 Performance Evaluation 2019 CEO Compensation Elements ($MM) % of Incentive $27MM Compensation @ Reco
Slide 10: Committed to Maintaining Best in Class Governance Practices
MorganStanley MORGAN STANLEY IS COMMITTED TO MAINTAINING BEST IN CLASS GOVERNANCE PRACTICES Board Oversight Shareholder Rights and Accountability Annual Evaluations Sustainability and Giving Back Shareholder Engagement * Oversees Firm's strategy, annual business plans, Enterprise Risk Management (ER
Slide 11: Board of Directors Has Relevant and Diverse Experience
MorganStanley BOARD OF DIRECTORS HAS RELEVANT AND DIVERSE EXPERIENCE Average Tenure: 5.4 years* All Board committees are comprised of non-management directors, . and the Board benefits from an engaged Independent Lead Director <3years: a with expansive responsibilities 3-6 years: 5 Non-Management:_
Slide 12: The Morgan Stanley Board of Directors
MorganStanley THE MORGAN STANLEY BOARD OF DIRECTORS The Board continues to recruit directors to bring new skills and perspectives into the Boardroom Board Members Select Experience Board Members Select Experience James Gorman Chairman and CEO (2010) Elizabeth Corley Director (2018) Alistair Darlin;
Slide 13: End Notes
MorganStanley END NOTES The following notes are an integral part of the Firm's financial and operating performance described in this presentation: General « A detailed analysis of the Firm's financial and operational performance for 2019 is contained in Management's Discussion and Analysis of Financ
Slide 14: End Notes (Cont.)
MorganStanley END NOTES (CONT.) Page 6 1 2 3. Efficiency Ratio represents total non-interest expenses as a percentage of net revenues. Net Income represents net income applicable to Morgan Stanley. The calculation of EPS uses Net Income applicable to Morgan Stanley less preferred dividends divided b
Slide 15: End Notes (Cont.)
MorganStanley END NOTES (CONT.) Page 9 1 Pursuant to SEC rules, the Summary Compensation Table in the Firm's proxy statement is required to include for a particular year, only those equity awards granted during the year, rather than awards granted after year end that were awarded for performance in
Slide 16: Notice
MorganStanley NOTICE The information provided herein may include certain non-GAAP financial measures. The definition of such financial measures and/or the reconciliation of such measures to the comparable GAAP figures are included in the Firm's Annual Report on Form 10-K for the year ended December