Morgan Stanley · NYSE:MS
Morgan Stanley — Shareholder Meeting (April 2025)
25 slides from Morgan Stanley's shareholder meeting presentation, Apr 4, 2025
Slide 1: Morgan Stanley Compensation & Governance Practices
Morgan Stanley Compensation & Governance Practices April 2025
Slide 2: Board of Directors Recommends Shareholders Vote
Morgan Stanley’s Board of Directors Recommends Shareholders Vote: FOR: Four Management Proposals 1 Approve the compensation of Named Executive Officers (“Say on Pay” Non-Binding Advisory Vote) 2 Equity Incentive Compensation Plan Proposal 3 Elect all Director Nominees 4 Ratify Deloitte & Touche LLP’
Slide 3: Overview of Compensation for Named Executive Officers in 2024
Overview of Compensation for Named Executive Officers in 2024 1 FOR: Approve the compensation of Named Executive Officers (“Say on Pay” Non-Binding Advisory Vote) • Based on outstanding individual and strong financial performance in 2024, total CEO compensation was set at $34MM • 75% of 2024 CEO inc
Slide 4: Four Pillars of Morgan Stanley: The Integrated Firm
Four Pillars of Morgan Stanley: The Integrated Firm STRATEGY CULTURE FINANCIAL GROWTH STRENGTH Clear and Consistent Rigor, Humility and Strong Capital, Investing Across Strategy in Support Partnership Liquidity and the Firm of Clients Earnings 4
Slide 5: Strong Culture with Tenured and Aligned Leadership
Strong Culture with Tenured and Aligned Leadership for the Integrated Firm’s Long-Term Success CONTINUITY ACROSS THE FIRM CROSS-FIRM EXPERIENCE EMBEDDED IN LEADERSHIP (2) Average Length of Service (1) ~22 YEARS ~67% Firm Operating Committee of Management Committee Has Worked in Multiple Divisions or
Slide 6: Financial Strength: Strong Performance Across Metrics in 2024
Financial Strength: Strong Performance Across Metrics in 2024 EXPANDING RETURNS ON AVERAGE TANGIBLE COMMON EQUITY STEP-CHANGE IN EARNINGS GROWTH (%) EPS ($) 18.8% $7.95 $5.76 (1) 12.8% $5.18 2023 2024 2023 2024 2023 Adjusted EPS CONSISTENTLY STRONG CAPITAL POSITION STRONG AND CONSISTENT DIVIDEND GRO
Slide 7: Revenue Growth Resulting from Asset and Share Growth
Revenue Growth Resulting from Asset and Share Growth INDUSTRY LEADER ACROSS WEALTH & STRENGTH ACROSS INSTITUTIONAL INVESTMENT MANAGEMENT SECURITIES BUSINESSES Wealth & Investment Management Net Revenues ($Bn) (1) Institutional Securities Net Revenues ($Bn) Client Wallet Assets (2) $6.6Tn $7.9Tn Shar
Slide 8: Continue to Generate Strong Shareholder Returns
Continue to Generate Strong Shareholder Returns Strong relative long-term performance by Morgan Stanley vs. peer average and market During 2024, Morgan Stanley’s market cap surpassed $200 billion (1) (2) (3) 1-YEAR (2024) TSR 3-YEAR (2022-2024) TSR 5-YEAR (2020-2024) TSR 189% 97% 54% 44% 40% 73% 43%
Slide 9: Revenues and Earnings Growth Reflects Returns on Investments
Revenues and Earnings Growth Reflects Returns on Investments for Growth and Operating Leverage REVENUE GROWTH OUTPACING EXPENSE GROWTH INVESTMENTS FOR GROWTH Firm Net Revenues ($Bn) Firm Expenses ($Bn) 14% Talent Across Businesses 62 54 Differentiated Client Solutions 5% 44 42 Expanded Bank Offering
Slide 10: Delivered Strong Results in 2024 and Reaffirmed Firmwide Goals
Delivered Strong Results in 2024 and Reaffirmed Firmwide Goals Driven by Four Pillars of The Integrated Firm 2024 RESULTS LONG-TERM GOALS (1) Client Assets $8Tn $10Tn+ STRATEGY WM Pre-Tax Margin (2) 27% 30% CULTURE Durable Share ISG Wallet Share 15% Gains FINANCIAL STRENGTH Efficiency Ratio 71% 70%
Slide 11: Framework for Determining CEO Compensation
Framework for Determining CEO Compensation Morgan Stanley has a robust process that supports and reinforces the pay for performance philosophy that incorporates the following key steps. Assess Performance Set Financial and Against Performance Determine Compensation Non-Financial Establish Target Pri
Slide 12: Annual Performance Priorities
Annual Performance Priorities Each year, the CMDS committee and board set performance priorities with management. Performance against these quantitative and qualitative measures informs executive compensation decisions. QUANTITATIVE QUALITATIVE Firm financial performance, including expense Effective
Slide 13: CEO Compensation Objectives and Program Features
CEO Compensation Objectives and Program Features Morgan Stanley’s compensation programs reflect our pay for performance philosophy. The Firm is committed to responsible programs with the following key features, which support the Firm’s culture and values and shareholders’ interests. COMPENSATION PHI
Slide 14: CEO Compensation Determination
CEO Compensation Determination At year-end, the CMDS committee assessed CEO and firm performance, reviewed that assessment with the board, and established 2024 CEO compensation. 2024 PERFORMANCE EVALUATION 2024 CEO COMPENSATION ELEMENTS ($MM) 2024 2025 2026 2027 Completed first full year as the Firm
Slide 15: Ongoing Shareholder Engagement and Say on Pay Vote
Ongoing Shareholder Engagement and “Say on Pay” Vote Morgan Stanley is committed to open and ongoing communication with our shareholders and is responsive to their feedback. • The Firm has a long history of strong shareholder support for our compensation philosophy, as evidenced by average support f
Slide 16: Overview of Equity Incentive Compensation Plan Proposal
Overview of Equity Incentive Compensation Plan (EICP) Proposal 2 FOR: Equity Incentive Compensation Plan Proposal • The Board of Directors recommends PROPOSAL Adding 50 million shares to the EICP Extending the term of the EICP for an additional three years • The proposed 50 million additional sh
Slide 17: Committed to Maintaining Best in Class Governance
Committed to Maintaining Best in Class Governance 3 FOR: Elect All Director Nominees KEY CORPORATE GOVERNANCE PRACTICES Robust Annual Shareholder Rights and Longstanding Sustainability Value and Respond to Board Oversight Board Evaluation Accountability Strategy Shareholder Feedback • The Firm’s str
Slide 18: Board of Directors has Relevant and Broad Experience
Board of Directors has Relevant and Broad Experience BOARD TENURE BALANCE BOARD COMPOSITION (2) Average Tenure: 6 years 4 DIRECTORS 65 YEARS 5 NEW DIRECTORS 10 years + born outside of the average age of in the last three 4 U.S. Board upon election at annual meeting years (since beginning of 2022) Le
Slide 19: Independent Board Leadership and Board Refreshment
Independent Board Leadership and Board Refreshment (1) 3 FOR: Elect All Director Nominees Megan Butler (60) Shelley Leibowitz (64) Edward Pick (56) Tenure: 1 Year Tenure: 5 Years Tenure: 1 Year • Former Executive Director at the U.K. Prudential • Currently President of SL Advisory • CEO and Chairman
Slide 20: Overview of Shareholder Proposal
Overview of Shareholder Proposal AGAINST: Energy Supply Ratio Proposal – New York City Comptroller, on Behalf of New York City 1 Retirement Systems • We consider climate throughout our business, operational and risk management activities. We have a thoughtful climate strategy that leverages standard
Slide 21: End Notes
End Notes These notes refer to the financial metrics and/or defined terms presented on Slide 3 1. Net Income represents net income applicable to Morgan Stanley. 2. Return on average tangible common equity (‘ROTCE’) represents net income applicable to Morgan Stanley less preferred dividends as a perc
Slide 22: End Notes
End Notes Stress Capital Buffer (SCB) is determined by the Federal Reserve for each large Bank Holding Company, including the Firm, as part of its annual capital supervisory stress testing process. The SCB applies only with respect to Standardized Approach risk-based capital requirements and replace
Slide 23: End Notes
End Notes These notes refer to the financial metrics and/or defined terms presented on Slide 15 1. Shares Outstanding (Unaligned) are shares of Morgan Stanley common stock outstanding, excluding shares held in employee plan trusts and shares held by MUFG, which has two representatives on the Firm’s
Slide 24: End Notes
End Notes These notes refer to the financial metrics and/or defined terms presented on Slide 19 1. Director ages and tenures are as of the annual meeting date. For a detailed description of each director’s professional experience and qualifications, skills and attributes, see “Director Nominees” of
Slide 25: Notice
Notice The information provided herein includes certain non-GAAP financial measures. The definition of such measures and/or the reconciliation of such measures to the comparable U.S. GAAP figures are included in this presentation, or in Morgan Stanley's (the ‘Firm’) Annual Report on Form 10-K, Defin