Morgan Stanley · NYSE:MS
Morgan Stanley — Shareholder Meeting (April 2012)
18 slides from Morgan Stanley's shareholder meeting presentation, Apr 5, 2012
Slide 1: Compensation and Governance Practices
[GRAPHIC OMITTED] MORGAN STANLEY COMPENSATION AND GOVERNANCE PRACTICES April 2012 [GRAPHIC OMITTED]
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 Reports on Form 10-K for the year ended December 31, 2011, which is available on www.morganstanley. com. Thi
Slide 3: Table of Contents
TABLE OF CONTENTS [] Section One: Overview of Company Proposals [] Section Two: Changes to Compensation [] Section Three: "Say on Pay" Advisory Vote [] Section Four: Proposed Employee Equity Plan Amendment [] Section Five: Proposed Directors' Equity Plan Amendment [] Section Six: Corporate Governanc
Slide 4: Section One: Overview of Company Proposals
SECTION ONE: OVERVIEW OF COMPANY PROPOSALS [] Overview of Company Proposals - "Say on Pay" Advisory Vote - Amendment to 2007 Equity Incentive Compensation Plan - Amendment to Directors' Equity Capital Accumulation Plan
Slide 5: Overview of Company Proposals
OVERVIEW OF COMPANY PROPOSALS Morgan Stanley's Board recommends shareholders vote FOR our advisory vote on pay and the amendments to our equity plans: "Say on Pay" Advisory Vote [] Fundamentally restructured employee pay in recent years by substantially increasing the portion of year-end compensatio
Slide 6: Section Two: Changes to Compensation
SECTION TWO: CHANGES TO COMPENSATION [] Changes to Compensation Structure Consistent with Regulatory Requirements and Guidance [] Changes to Compensation In Light of Current Environment and Performance
Slide 7: Changes to Compensation Structure Consistent with Regulatory Requirements and Guidance
CHANGES TO COMPENSATION STRUCTURE CONSISTENT WITH REGULATORY REQUIREMENTS AND GUIDANCE [] A shift toward more deferred compensation is consistent with regulatory guidance and best practices. -- A number of regulators have said that at least 50% of variable compensation should be paid in equity. [] S
Slide 8: Changes to Compensation in Light of Current Environment and Performance
CHANGES TO COMPENSATION IN LIGHT OF CURRENT ENVIRONMENT AND PERFORMANCE [] In 2011, Morgan Stanley made significant progress by addressing a number of outstanding strategic and legacy issues: - The conversion of MUFG's preferred investment into common. - The comprehensive settlement with MBIA. [] We
Slide 9: Section Three: "Say on Pay" Advisory Vote
SECTION THREE: "SAY ON PAY" ADVISORY VOTE [] "Say on Pay" Advisory Vote
Slide 10: "Say on Pay" Advisory Vote
"SAY ON PAY" ADVISORY VOTE "SAY ON PAY" ADVISORY VOTE ON COMPENSATION ENABLES MORGAN STANLEY SHAREHOLDERS TO PROVIDE INPUT ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. [] Fundamentally restructured employee pay in recent years: [] Increased portion of compensation paid in "at-risk"
Slide 11: Section Four: Proposed Employee Equity Plan Amendment
SECTION FOUR: PROPOSED EMPLOYEE EQUITY PLAN AMENDMENT [] Key Drivers of Proposed Employee Equity Plan Amendment [] Importance of Equity in Compensation Programs
Slide 12: Key Drivers of Proposed Employee Equity Plan Amendment
KEY DRIVERS OF PROPOSED EMPLOYEE EQUITY PLAN AMENDMENT Morgan Stanley needs 50 million additional shares in order to maintain an appropriate mix of equity and cash awards for 2012 year-end compensation because: [] Morgan Stanley continues to pay a significant portion of compensation awards in deferr
Slide 13: Importance of Equity in Compensation Programs
IMPORTANCE OF EQUITY IN COMPENSATION PROGRAMS [] Equity awards are delivered as a component of -- not in addition to -- an employee's total year-end incentive compensation, and thus protect the long-term interests of shareholders. -- Equity awards foster an ownership culture and help to recruit, ret
Slide 14: Section Five: Proposed Directors' Equity Plan Amendment
SECTION FIVE: PROPOSED DIRECTORS' EQUITY PLAN AMENDMENT [] Proposed Directors' Equity Plan Amendment
Slide 15: Proposed Directors' Equity Plan Amendment
PROPOSED DIRECTORS' EQUITY PLAN AMENDMENT In order to continue to grant equity awards to non-employee members of our Board of Directors as part of annual compensation, we are requesting 750,000 additional shares under our Directors' Equity Capital Accumulation Plan. -- Directors receive a vast major
Slide 16: Section Six: Corporate Governance Highlights
SECTION SIX: CORPORATE GOVERNANCE HIGHLIGHTS [] Corporate Governance Highlights [] Risk Governance Highlights
Slide 17: Corporate Governance Highlights
CORPORATE GOVERNANCE HIGHLIGHTS Morgan Stanley has significantly strengthened its corporate governance in recent years and is committed to maintaining best-in-class governance practices. [] Charter Documents -- Shareholders who own at least 25% of common stock have the ability to call a special meet
Slide 18: Risk Governance Highlights
RISK GOVERNANCE HIGHLIGHTS [] Risk Governance -- Risk Committee of Board established January 2010. -- Chief Risk Officer reports to CEO and Risk Committee and regularly reviews risk matters with the Audit Committee, Risk Committee, Operations and Technology Committee and Board. -- Chief Risk Officer