MORGAN STANLEY (MS)
Sector: Financials
2026 Annual Meeting Analysis
MORGAN STANLEY · Meeting: May 14, 2026
Directors FOR
15
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Butler joined the board in 2024, placing her within the 24-month exemption window, so the TSR trigger does not apply; she has relevant regulatory and financial services expertise and meets all other policy screens.
MS's 3-year total shareholder return of +112.2% outperforms the peer group median of +81.8% by +30.4pp, well below the 65pp threshold required to trigger a negative vote for strong-positive TSR companies; no overboarding, attendance, or independence concerns.
Good joined the board in July 2025, placing her well within the 24-month new-director exemption; she holds one additional public board seat (Boeing), which is within policy limits, and brings strong CEO and financial expertise.
MS's 3-year TSR outperforms the peer median by only +30.4pp, far below the 65pp trigger threshold; Herz has deep financial accounting expertise appropriate for his Audit Committee chair role and no other policy flags.
Itagaki is a new nominee not yet on the board, so the TSR trigger does not apply; he brings nearly 40 years of international banking experience relevant to Morgan Stanley's global operations.
James joined in 2022 and MS's strong TSR performance versus peers does not trigger a negative vote; she holds no other public board seats and has relevant human capital and management expertise.
MS outperforms its peer group over 3 years by +30.4pp, far below the 65pp threshold; Kamezawa serves on MUFG's board as a non-management director, holds one outside public board seat, and brings relevant international banking experience.
Leibowitz joined in 2020 and MS's strong stock performance versus the peer group does not come close to the 65pp underperformance trigger; she holds one additional public board seat (Elastic) and has strong technology and financial services credentials.
MS's 3-year TSR of +112.2% outperforms the peer median by +30.4pp, well short of the 65pp trigger; Miscik holds two outside public board seats (General Motors, HP Inc.), which is within the policy limit of three for non-executive directors, and has strong geopolitical risk expertise.
No TSR trigger fires given MS's strong peer outperformance; Nally holds one additional public board seat (Cencora) and brings extensive public accounting and audit expertise appropriate for his CMDS Committee chair role.
Peterson joined the board in May 2025, placing him within the 24-month new-director exemption; the proxy discloses that a daughter-in-law was a non-executive employee through March 2026, which is a family relationship with a non-executive employee (not senior management) and does not trigger a familial-relationship concern under policy.
Pick joined the board in 2024 and as CEO/Chairman is subject to the same TSR trigger as other directors; MS's 3-year TSR outperforms the peer group by +30.4pp, far below the 65pp threshold required to trigger a negative vote for strong-positive TSR companies.
Schapiro has served since 2018 and MS's strong peer outperformance does not trigger a negative vote; she holds no current public board seats and brings deep regulatory and financial markets expertise.
Traquina has served since 2015 and MS's 3-year TSR outperforms the peer median by +30.4pp, far below the 65pp trigger threshold; he holds two additional public board seats (eBay, Allstate), within policy limits, and has strong investment management experience.
Wilkins has served since 2013 and MS's strong TSR performance does not trigger a negative vote; he holds two additional public board seats (Caterpillar, Valero), within the policy limit for non-executive directors, and brings operational and technology leadership experience.
All 15 director nominees receive a FOR vote. Morgan Stanley's 3-year total shareholder return of +112.2% outperforms the compensation peer group median of +81.8% by +30.4pp — well short of the 65pp underperformance threshold required to trigger a negative vote for companies with strong-positive absolute returns. No directors are overboarded, no attendance failures were disclosed, audit committee members have appropriate financial expertise, and no independence or familial-relationship concerns rise to the level of a policy trigger. Four nominees (Butler, Good, Itagaki, and Peterson) joined within the past 24 months and are exempt from the TSR trigger regardless.
Say on Pay
✓ FORCEO
Edward Pick
Total Comp
$37,187,657
Prior Support
95.43%%
Morgan Stanley's executive compensation program passes the key policy screens. The SEC-required disclosure shows CEO total compensation of approximately $37.2 million, which is within a reasonable range for the Chairman and CEO of a $263 billion global financial institution; the committee set pay at $45 million for 2025 performance (the difference reflects SEC accounting rules for deferred awards). Pay structure is highly performance-oriented: the proxy confirms that over 96% of CEO pay is variable incentive compensation, and 100% of deferred incentive pay — which represents 75% of total incentive compensation — is delivered as performance stock awards tied to three-year financial metrics, well above the 50-60% performance-based threshold required by policy. The pay-for-performance alignment check also passes: Morgan Stanley delivered a 45% total shareholder return in 2025, achieved record revenues of $70.6 billion, and outperformed its compensation peer group over one, three, and five years, justifying above-benchmark variable pay. The prior year Say on Pay vote was 95.43% in favor, the company has a meaningful clawback policy, and no overboarding or governance concerns undermine the compensation committee's independence.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
29 yrs
Audit Fees
$66,200,000
Non-Audit Fees
$10,500,000
Deloitte & Touche has audited Morgan Stanley continuously since 1997 — approximately 29 years — which exceeds the policy threshold of 25 years and raises concerns about auditor independence and professional skepticism. The non-audit fee ratio is well within acceptable limits (non-audit fees of roughly $10.5 million are about 16% of audit fees of $66.2 million, comfortably below the 50% threshold), and there are no disclosed material restatements, so those screens pass cleanly. However, the tenure trigger fires on its own, and while the proxy notes lead partner rotation and active engagement committee oversight, it does not provide the specific and compelling rationale required by policy to waive the tenure threshold — the stated reasons (institutional knowledge, cost efficiency, transition risk) are standard boilerplate rather than exceptional audit quality metrics.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Requesting an Independent Board Chairman
This proposal asks Morgan Stanley to require that its board chairman be an independent director, separate from the CEO role. While independent chair structures are a legitimate governance preference, Morgan Stanley has implemented a robust set of compensating controls that meaningfully address the underlying concern: an Independent Lead Director (Thomas Glocer) with expansive, formally documented authority — including the power to call director sessions, set agendas, and communicate directly with shareholders — provides genuine independent oversight of management. Morgan Stanley's stock has delivered exceptional returns (+112% over three years, outperforming its peer group), demonstrating that the current leadership structure has not harmed shareholders. Without stronger evidence that the combined Chair/CEO structure is creating specific governance failures — and given the strength of the independent lead director framework — the proposal does not clear the bar required to override the board's judgment on leadership structure at this time.
Overall Assessment
Morgan Stanley's 2026 proxy ballot presents four proposals: all 15 director nominees receive a FOR vote driven by the company's strong 3-year total shareholder return of +112.2% that outperforms the compensation peer group by +30.4pp, well below the trigger threshold; the Say on Pay vote receives a FOR given record financial performance, a highly performance-based pay structure, and 95% prior-year shareholder support. The one negative determination is on auditor ratification, where Deloitte & Touche's approximately 29-year tenure exceeds the policy's 25-year independence threshold without a sufficiently compelling justification in the proxy to warrant an exception; the shareholder proposal requesting an independent board chairman receives an AGAINST vote given the robust independent lead director structure and strong stock performance under the current leadership arrangement.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing