Morgan Stanley · NYSE:MS
Morgan Stanley — Shareholder Meeting (April 2022)
24 slides from Morgan Stanley's shareholder meeting presentation, Apr 8, 2022
Slide 1: Morgan Stanley Compensation & Governance Practices
Morgan Stanley Compensation & Governance Practices April 2022
Slide 2: Board Recommends Shareholders Vote: For Three Management Proposals
Morgan Stanley’s Board of Directors Recommends Shareholders Vote: • FOR: Three Management Proposals –1 Approve the compensation of named executive officers (Say on Pay non-binding advisory vote) • At the start of 2021, the Compensation, Management Development and Succession (CMDS) Committee establis
Slide 3: Board Recommends Shareholders Vote: For Three Management Proposals
Morgan Stanley’s Board of Directors Recommends Shareholders Vote: • FOR: Three Management Proposals •2 Elect all Director Nominees •3 Ratify Deloitte & Touche LLP’s Appointment as the Firm’s Independent Auditor • AGAINST: One Shareholder Proposal •1 Adopt Policy to Cease Financing New Fossil Fuel De
Slide 4: Our Business Model Performed and Delivered Record Results
Our Business Model Performed and Delivered Record Results 2019 2020 2021 As reported As reported As reported Net Revenues $41.5Bn $48.8Bn $59.8Bn Efficiency Ratio (2) 72% 69% 67% Net Income (3) $9.0Bn $11.0Bn $15.0Bn FIRM (1) ROTCE (4) 13.4% 15.2% 19.8% EPS (5) $5.19 $6.46 $8.03 Dividends $2.2Bn $2.
Slide 5: Executing on Growth Objectives
Executing on Growth Objectives Institutional Securities Wealth Management Investment Management Wallet Share Net New Assets Assets Under Management (%) (1)(2)(3)(4) ($Bn) (5) ($Tn) (6) 438 1.6 15% 11% 0.4 74 2014 2021 2014 2021 2014 2021 The End Notes are an integral part of this presentation. See s
Slide 6: Strong Results in 2021 Against Two-Year Objectives
Strong Results in 2021 Against Two-Year Objectives 2021 – 2022 Objectives 2021 Results (Ex-Integration) ROTCE (1) 14 – 16% 20% Efficiency Ratio (2) 69 – 72% 66% WM Pre-Tax Margin (3) 26 – 30% 27% The End Notes are an integral part of this presentation. See slides 21-23 for information related to the
Slide 7: Generating Consistent Shareholder Return
Generating Consistent Shareholder Return (1)(2) (1)(2)(3) 1-Year (2021) TSR 3-Year (2019-2021) TSR 5-Year (2017-2021) TSR (1)(2)(4) Top Relative Performance by MS vs. Peer Average and Market Across All Time Periods During 2021, Morgan Stanley share price increased by 43% from $68.53 to $98.16 and ma
Slide 8: Reset Dividend While Maintaining Excess Capital
Reset Dividend While Maintaining Excess Capital Doubled Dividend in 2021 Increased Buyback Maintained Excess Capital Annualized Dividend ($) (1) Share Repurchases ($Bn) CET1 Ratio (%) (2) 11 2.80 ~280 bps 16.0% Regulatory Requirement: 10.9% 13.2% 1.40 1 2020 2021 2014 2021 2014 2021 Excess Capital v
Slide 9: Employee and Community Focus While Continuing to Strengthen Diversity and Inclusion
Employee and Community Focus While Continuing to Strengthen Diversity and Inclusion CULTURE Continued to exemplify the Firm’s Core Values: Do the Right Our culture guides our employees, and Thing, Put Clients First, Lead with Exceptional Ideas, Commit to our values inform everything we do Diversit
Slide 10: Compensation Program Objectives and Features
Compensation Program Objectives and Features Morgan Stanley has a pay for performance philosophy for its Named Executive Officers (NEOs), and is committed to responsible compensation programs with the following key objectives, all of which support the Firm’s culture and values and shareholders’ inte
Slide 11: Framework for Determining CEO Compensation
Framework for Determining CEO Compensation Morgan Stanley has a robust process that supports and reinforces the pay for performance philosophy that incorporates the following key steps: Set Performance Establish Target Assess Determine Priorities Compensation Range Performance Compensation In the co
Slide 12: Annual Performance Priorities
Annual Performance Priorities Each year, the CMDS Committee and Board set performance priorities with management. Performance against these quantitative and qualitative measures inform executive compensation decisions Quantitative Qualitative Firm financial performance Firm risk management and contr
Slide 13: CEO Compensation Determination
CEO Compensation Determination At year end, the CMDS Committee assessed CEO and Firm performance, discussed that assessment with the Board, and established 2021 CEO compensation 2021 Performance Evaluation 2021 CEO Compensation Elements ($MM) Record financial performance in 2021; + $35MM exceeded st
Slide 14: Committed to Maintaining Best in Class Governance
Committed to Maintaining Best in Class Governance Key Corporate Governance Practices ROBUST BOARD ANNUAL BOARD SHAREHOLDER RIGHTS COMMITTED TO VALUE AND RESPOND TO OVERSIGHT EVALUATION AND ACCOUNTABILITY SUSTAINABILITY SHAREHOLDER FEEDBACK • Firm’s strategy, including • One-on-one interviews • Adopt
Slide 15: Board of Directors Has Relevant and Diverse Experience
Board of Directors Has Relevant and Diverse Experience Board Tenure Balance Board Independence Average Tenure: 5.5 years All members of all committees are non-management, and the Board benefits from an engaged Independent Lead Director (1) with 10 years +: expansive responsibilities 1 Management: 1
Slide 16: Independent Board Leadership and Board Refreshment
Independent Board Leadership and Board Refreshment James Gorman (63) Hironori Kamezawa (60) Dennis M. Nally (69) Tenure: 12 Years Tenure: 1 Year CMDS Chair • Chairman of the Board • Currently President and Group CEO of MUFG Tenure: 5 Years and Director of MUFG and MUFG Bank • Previously Chairman of
Slide 17: Morgan Stanley Has a Clear Climate Transition Path
Morgan Stanley Has a Clear Climate Transition Path Morgan Stanley’s public commitments to a low carbon economy are supported by robust governance and transparent disclosures Our Public Commitments Governance and Disclosure • Achieve “Net-Zero Financed Emissions” by 2050 Our Board oversees our polici
Slide 18: Board Recommends Vote Against Proposal to Cease Financing New Fossil Fuel Development
Morgan Stanley’s Board of Directors Recommends Shareholders Vote Against Proposal Requesting Policy to Cease Financing New Fossil Fuel Development • Morgan Stanley supports the transition to a low-carbon economy. We have already committed to a climate transition path and have announced multiple comm
Slide 19: Board Recommends Vote Against Proposal to Cease Financing New Fossil Fuel Development
Morgan Stanley’s Board of Directors Recommends Shareholders Vote Against Proposal Requesting Policy to Cease Financing New Fossil Fuel Development − For clients in the oil and gas sectors, our policies provide that we will engage with them to understand their greenhouse gas reduction initiatives, Ne
Slide 20: Board Recommends Vote Against Proposal to Cease Financing New Fossil Fuel Development
Morgan Stanley’s Board of Directors Recommends Shareholders Vote Against Proposal Requesting Policy to Cease Financing New Fossil Fuel Development • From a risk perspective, we have been intensely focused on integrating climate risk considerations into our risk management processes. We believe our N
Slide 21: End Notes
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 2021 is contained in Management’s Discussion and Analysis of Financial Condition an
Slide 22: End Notes
End Notes Page 6 1. The calculation is adjusted to exclude the impact of integration‐related expenses, which were $456 million on a pre-tax basis or $352 million on an after-tax basis in 2021. The adjusted ROTCE is a non-GAAP financial measure. The reported 2021 ROTCE is 19.8%. 2. Efficiency Ratio i
Slide 23: End Notes
End Notes Page 13 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 that year. Our annua
Slide 24: Notice
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 31, 2021, whic