Morgan Stanley · NYSE:MS
Morgan Stanley — Shareholder Meeting (April 2011)
13 slides from Morgan Stanley's shareholder meeting presentation, Apr 14, 2011
Slide 1: 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, 2010, which is available on www.morganstanley. com. Thi
Slide 2: Table of Contents
Table of Contents Section One: Overview Section Two: Recent Steps to Restructure Compensation Section Three: Proposed Equity Plan Amendment Section Four: "Say on Pay" Advisory Vote Section Five: Corporate Governance Highlights 3
Slide 3: Overview of Morgan Stanley Compensation Practices
Overview of Morgan Stanley Compensation Practices Fundamentally restructured employee pay in recent years: - Increased portion of compensation paid in "at risk" equity. - Reduced portion of compensation paid in cash. - Using "at risk" performance stock units for senior executives that only deliver v
Slide 4: Overview of Morgan Stanley Compensation Practices (continued)
Overview of Morgan Stanley Compensation Practices (continued) Need 35 million additional equity shares given: - Only 21 million shares remaining in employee stock plans after asking shareholders last year to approve only enough shares for 2010 equity awards. - Increased portion of compensation paid
Slide 5: Fundamental Changes to Compensation Structure
Fundamental Changes to Compensation Structure --Consistent with Regulatory Requirements and Guidance Substantially increased ratio of deferred compensation. - Average deferral for Operating Committee was approx. 80% in 2010 vs. 75% in 2009. - Average deferral across the Firm was approx. 60% in 2010
Slide 6: Compensation In Light of Current Environment and Performance
Compensation In Light of Current Environment and Performance In 2010, we made substantial progress executing our strategy and building out our business, and Morgan Stanley delivered its highest revenue and net income since 2006. Despite our improved performance in 2010, CEO James Gorman's compensati
Slide 7: Key Drivers of Proposed Equity Plan Amendment
Key Drivers of Proposed Equity Plan Amendment Morgan Stanley needs 35 million additional shares in order to maintain an appropriate mix of equity and cash awards in 2011 because: Morgan Stanley has increased the portion of compensation awarded in deferred equity, consistent with regulatory requireme
Slide 8: Importance of Equity in Compensation Programs
Importance of Equity in Compensation Programs Equity awards are delivered in lieu of -- not in addition to -- cash as part of an employee's year-end compensation, and thus protect the long-term interests of shareholders. - Equity awards foster an ownership culture and help to attract and retain top
Slide 9: Impact on Overhang and Burn Rate
Impact on Overhang and Burn Rate Overhang 1 Morgan Stanley's overhang for 2010 was 17.9% based on average number of shares outstanding for the year. As of the Proxy Record Date, our overhang was 13.8%. - This is the lowest overhang at Morgan Stanley in five years. - The Firm's overhang is substantia
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. Mr. Gorman's salary and bonus for 2010 as CEO was down from 2009 when he served as Co-President of the Company. A
Slide 11: 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 meeting
Slide 12: Corporate Governance Highlights (continued)
Corporate Governance Highlights (continued) 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 and Board. - Chief Risk Officer reviews incentive compens
Slide 13: Corporate Governance Highlights (continued)
Corporate Governance Highlights (continued) + 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 and Board. — Chief Risk Officer reviews incentive compe