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MORGAN STANLEY MS

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

+$12,306,625

+49.5% year-over-year

Peer churn

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

No peer groups were extracted from either filing.

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Edward PickChairman of the Board and Chief Executive Officer	ChangedCEO	$24,881,032 2024	$37,187,657 2025	+$12,306,625	+49.5%	+1.2 pp
Daniel A. SimkowitzPresident and Head of Institutional Securities	Changed	$22,697,829 2024	$28,389,563 2025	+$5,691,734	+25.1%	+0.9 pp
Andrew M. SapersteinPresident and Head of Wealth Management and Investment Management	Changed	$23,876,515 2024	$28,462,554 2025	+$4,586,039	+19.2%	+0.6 pp
Sharon YeshayaExecutive Vice President and Chief Financial Officer	Changed	$15,242,991 2024	$19,215,735 2025	+$3,972,744	+26.1%	+1.4 pp
Eric F. Grossman*Executive Vice President, Chief Legal Officer and Chief Administrative Officer	Added	—	$19,272,086 2025	—	—	—
James P. GormanExecutive Chairman	Removed	$41,916,543 2024	—	—	—	—

Governance

Policy guardrails

change in control
Unchanged
Not extracted → Not extracted
“NO CHANGE IN CONTROL TAX GROSS-UP PROTECTION”
clawback
Unchanged
present → present
“clawback policy (the Morgan Stanley Compensation Recoupment Policy) to comply with the Dodd-Frank Act and the regulations and listing standards adopted thereunder”
compensation committee
Unchanged
Compensation, Management Development and Succession Committee → Compensation, Management Development and Succession Committee
“During the year ended December 31, 2025, Messrs. Nally, Glocer, and Wilkins and Ms. James served on our Compensation, Management Development and Succession Committee”
compensation consultant
Unchanged
independent → independent
“independent compensation consultant, Semler Brossy, evaluates market pay throughout the year and at year end to inform its compensation decisions”
hedging
Unchanged
prohibited → prohibited
“AnchorProhibition Against Pledging and Hedging”
pledging
Unchanged
prohibited → prohibited
“AnchorProhibition Against Pledging and Hedging”
stock ownership guidelines
Unchanged
present → present
“AnchorDirector Equity Ownership Requirement”

Performance markers

Metric facts

ceo pay ratio
Changed
180 to 1 → 273 to 1
Numeric delta: +93.00
“the Firm. For 2025, our last completed fiscal year, the median of the annual total compensation of all employees of the Firm (other than the CEO) was $136,396 and the annual total compensation of our CEO, as reported in …”
median employee compensation
Changed
$138,509 → $136,396
Numeric delta: -2113.00
“SEC rules for identifying the median compensated employee for purposes of this disclosure allow companies to adopt various methodologies and utilize various assumptions, the ratio reported by other companies may not be c…”
revenue
Changed
$61.8 billion → $70.6 billion
Numeric delta: +8800000000.00
“by the Firm’s exceptional results and Mr. Pick’s consistent execution of the Firm’s strategy — raising, managing and allocating capital • Executed on strategic objectives including continued focus on the Firm’s four pill…”
say on pay
Changed
93% → 95.43%
Numeric delta: +2.43
“votes cast at the May 2025 annual meeting of shareholders were in favor of our annual “Say on Pay” proposal.”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

27% shingled-prose overlap between the two filings.

2025: 200,000 chars · 2026: 197,879 chars

Committee Report:73% overlap (1,189 → 1,182 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

435 new351 changed468 removed271 unchanged

changedIn this CD&A, we review the objectives and elements of Morgan Stanley’s executive compensation program, its alignment with Morgan Stanley’s performance, and the 2025 2024compensation decisions for our named executive officers (NEOs):
changedEdward (Ted)Pick Chairman and Chief Executive Officer Officer*Sharon Yeshaya Chief Financial Officer Andrew M.
changedSimkowitz Co-President and Head of Institutional Securities Eric F. JamesP.
newGrossman Chief Legal Officer and Chief Administrative Officer
changedThe “2025 “2024Summary Compensation Table” and other compensation and benefits disclosures follow this CD&A.
newCEO Pay Overview: How We Decide CEO Pay and CEO Pay Decision 61 2.
newHow We Think About Pay: Philosophy and Objectives 64 3.
newHow We Determine CEO Pay: Framework for Decision 64 4.
newHow We Make Pay Decisions: Performance Evaluation and Other Factors 66 5.
newHow We Pay: Pay Decisions and Program Elements 79 6.
newHow We Engage with Shareholders and Our “Say on Pay” Vote 90 7.
newExplanatory Notes 90
changedSection 7 The“Explanatory Notes” to this CD&A is arean integral part of the Firm’s financial and operating performance described herein.
changedA detailed analysis of the Firm’s financial and operational performance for 2025 2024is contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2025 Firm’s2024Form 10-K.
changedThe definition of such financial measures and/or the reconciliation of such measures to the comparable GAAP figures are included in either the 2025 2024Form 10-K or in the “Explanatory Notes.”
newCEO Pay Overview: How We Decide CEO Pay and CEO Pay Decision
changedSee Section 3 “How We Determine CEO Pay: Framework for Decision.” The CMDS Committee’s commitment to these compensation objectives is demonstrated in the structure of executive compensation and in the CMDS Committee’s CEO compensation payframework detailed in this CD&A.
newThe CMDS Committee set CEO total compensation for 2025 at $45 million, with shareholder-aligned features (see Section 5.1 “How We Incorporate Performance into CEO Pay Decision”).
newThis determination was based on an evaluation of market pay for the role of Chairman and CEO and 2025 Firm and CEO performance against predetermined absolute and relative performance priorities and strategic objectives.
newAs described in Section 4.2 “How We Evaluate Market Pay,” the CMDS Committee determined that due to meaningful market movement in the pay of CEOs at the Firm’s Core Peers (Bank of America, Citigroup, Goldman Sachs, JPMorgan, and Wells Fargo) for 2024, 2025 being Mr. Pick’s second year as CEO, and
changedMORGAN STANLEY 2026 2025PROXY STATEMENT 61
newMr. Pick assuming the additional role of Chairman for 2025, Mr. Pick’s 2024 compensation was not sufficiently aligned with current market pay norms.
newAs a result, the CMDS Committee determined that market pay aligned with Mr. Pick’s expanded role and Firm performance for 2024 was the more appropriate reference before factoring in its holistic review of absolute and relative Firm and individual performance across financial and non-financial results for 2025.
newThe CMDS Committee evaluated 2025 Firm and CEO performance as outstanding during Mr. Pick’s second year as CEO and first year as Chairman of the Board, evidenced by the Firm’s exceptional results and Mr. Pick’s consistent execution of the Firm’s well-defined strategy of raising, managing and allocating capital.
newThe CMDS Committee evaluated Mr. Pick’s performance relative to the Firm’s absolute and relative performance priorities and strategic objectives aligned with the CMDS Committee’s CEO compensation framework, including his continued focus on the Firm’s four pillars of the Integrated Firm - Strategy, Culture, Financial Strength and Growth.
changedUnder Mr. Pick’s leadership, for 2025: 2024:
new•The Firm achieved strong financial performance, with net revenues at a record $70.6 billion (up 14% year-over-year), net income applicable to Morgan Stanley of $16.9 billion, and earnings per share (EPS) also at a record of $10.21.
changed•The Firm delivered pre-tax profit of $22.0 $17.6billion (up 25% approximately49%year-over-year).
new•The Firm reported full-year ROTCE of 21.6% reflecting best-in-class returns and an efficiency ratio of 68%, exceeding our stated goal.
new•The standardized CET1 Ratio at December 31, 2025 was 15.0%, after accreting $8.1 billion of CET1 capital, and ended the year with over 300 basis points (bps) of excess capital.
new•The Firm continued to increase returns to shareholders as the quarterly dividend increased by $0.075 per share for a fourth year in a row to $1.00, with total dividends paid in 2025 of $6.1 billion.
new•The Firm achieved market capitalization of $282 billion (an increase of 39%), retaining its premium valuation among peers, and delivered total shareholder returns of 45%.
newIn 2025, Mr. Pick continued to execute the Firm’s consistent strategy and deliver best-in-class performance, while upholding a strong culture, and retaining and motivating an exceptional, long-tenured leadership team that was critical to sustaining the positive momentum built over years of strategic evolution and long-term shareholder value creation.
newThe CMDS Committee considered these results, as well as the year-over-year performance indicated below, in determining compensation for our NEOs.
newFor more detail regarding the CMDS Committee’s assessment of 2025 Firm and CEO performance, see Section 4.3 “How We Evaluate Firm Performance: 2025 Performance” and Section 4.4 “How We Evaluate Individual Performance.”
changed62 MORGAN STANLEY 2026 2025PROXY STATEMENT
changed1.3Performance Highlights
newMr. Pick’s total compensation of $45 million includes an annual base salary of $1,500,000 and performance-based incentive compensation (bonus) of $43.5 million.
new75% of Mr. Pick’s incentive compensation is deferred for three years and is subject to cancellation and 100% of Mr. Pick’s deferred incentive compensation is delivered in the form of PSUs.
newThe significant weighting of performance-based equity aligns with shareholder interests by tying a significant portion of Mr. Pick’s compensation to the Firm’s long-term financial performance and reinforcing his accountability for the achievement of the Firm’s financial and strategic objectives.
newHis ultimate realizable award value is directly linked to prospective performance against core financial metrics over a three-year period.
newThe key features of the PSUs are described in Section 5.4 “Performance Stock Unit Program.” Additional shareholder-aligned features of our compensation program are summarized under Section 5.1 “How We Incorporate Performance into CEO Pay Decision” under the heading “How We Ensure CEO Pay Is Tied to Long-Term Sustainable Value Creation.”
changed2025 2024CEO Incentive Compensation
changedMORGAN STANLEY 2026 2025PROXY STATEMENT 63
newHow We Think About Pay: Philosophy and Objectives
changed1 Deliver Pay for Sustainable Performance ✔ Deliver an appropriate level of fixed compensation that reflects level of role and scope of responsibility ✔ •Variable annual incentives and performance-vested incentives tied to future performance against strategic objectives ✔ •Consideration of returns for shareholders and appropriate rewards to motivate employees 2 Align Compensation with Shareholders’ Interests ✔ 75% •Significantportionof CEO incentive compensation is deferred for three years, deferred,subject to cancellation ✔ 100% of CEO deferred incentive compensation is equity-based, andclawback,andtied to the Firm’s stock ✔ 100% of CEO deferred incentive compensation is performance-vested ✔ Significant portion of incentive compensation is subject to equity withretention requirements ✔ Prohibitions on hedging, pledging, selling short and trading derivatives ✔ No excise tax protection upon change-in-control ✔ •Ongoing shareholder engagement to understand shareholder views 3 Mitigate Excessive Risk-Taking ✔ •Risk management performance is factored into compensation decisions ✔ •Compensation arrangements do not incentivize unnecessary or excessive risk-taking that could have a material adverse effect on the Firm ✔ •Robust governance around review and approval of compensation programs, including from a risk perspective 4 Attract and Retain Top Talent ✔ •Competitive pay levels to attract and retain the most qualified employees in a highly competitive global talent environment ✔ •Incentive awards include vesting and cancellation provisions that retain employees and protect the Firm’s interests
newHow We Determine CEO Pay: Framework for Decision
changedThis approach enables the CMDS Committee to make a balanced and informed pay decision that is aligned with overall performance.
changed64 MORGAN STANLEY 2026 2025PROXY STATEMENT
newIn the context of the Firm’s strategic objectives, at the beginning of the year, the Board sets annual performance priorities tied to Firmwide and business-segment financial and non-financial goals, allowing us to directly reward strategic, long-term performance outcomes; the CMDS Committee’s assessment of these priorities informs compensation decisions.
newSee Section 4.1 “How We Evaluate Performance: Performance Priorities.”
newEVALUATE MARKET PAY
newAs described in Section 4.2 “How We Evaluate Market Pay,” market pay levels and practices of Core Peers are evaluated at the beginning of the year after pay decisions are released as well as throughout the year and at year-end.
newThe CMDS Committee conducts a thorough evaluation of market pay levels and practices of Core Peer firms to assess Morgan Stanley’s relative pay positioning.
newThe CMDS Committee considers pay positioning among Core Peers in light of Morgan Stanley’s absolute performance and performance relative to the Core Peers to inform its compensation decision-making.
newThe CMDS Committee also considers compensation information for selected financial companies in the S&P 100 Index.
changedThe CMDS Committee assesses Firm and CEO performance at year end, including progress in achieving the Firm’s strategic objectives and annual absolute and relative performance priorities and the CEO’s overall leadership.
newSee Section 4.3 “How We Evaluate Firm Performance: 2025 Performance” and Section 4.4 “How We Evaluate Individual Performance.”
changedThe CMDS Committee determines CEO compensation after year end based on its absolute and relative performance assessment, review of market pay positioning, assessmentand discussion with the Board.
changedThe CMDS Committee determines the form and mix of CEO compensation that is aligned with supportsthe Firm’s key compensation objectives.
newSee Section 5.2 “CEO and Other NEO Pay Decisions.”
changedMORGAN STANLEY 2026 2025PROXY STATEMENT 65
newHow We Make Pay Decisions: Performance Evaluation and Other Factors
new4.1 How We Evaluate Performance: Performance Priorities
changedNEO The2024compensation for 2025 oftheNEOswas determined by the CMDS Committee after consideration of Firm business results, strategic performance, and individual performance (including from a risk management perspective), as well as competitor compensation data and, with respect to the CEO, benchmarking data, and other considerations set forth below.
changedThe CMDS Committee approves executive annual incentive compensation after a comprehensive review and evaluation of Firm, business segment unitand individual performance for the year, and reviews these compensation decisions with our Board.
changedFor 2025, 2024,a number of quantitative and qualitative performance priorities in the context of the four pillars of the Integrated Firm and tied to the Firm’s strategic objectives were set by the CMDS Committee and the Board at the beginning of the year.
changedSee Section 4.3 “How We Evaluate Firm Performance: 2025 Performance.” The performance priorities are established based on a directional assessment made at the beginning of the year in light of the market environment and the Firm’s strategic objectives, and their attainment or non-attainment does not correspond to any specific compensation decision.
changedTo inform its decision-making process for NEO compensation for 2025, 2024,the CMDS Committee evaluated Firm and individual performance in light of the pre-established performance priorities.
newSee Section 3 “How We Determine CEO Pay: Framework for Decision,” Section 4.3 “How We Evaluate Firm Performance: 2025 Performance” and Section 4.4 “How We Evaluate Individual Performance.”
newFour Pillars of the Integrated Firm How We Evaluate Performance
changed66 MORGAN STANLEY 2026 2025PROXY STATEMENT
new4.2 How We Evaluate Market Pay
newAs discussed in Section 3 “How We Determine CEO Pay: Framework for Decision,” the CMDS Committee, in consultation with its independent compensation consultant, Semler Brossy, evaluates market pay throughout the year and at year end to inform its compensation decisions.
newMarket pay levels are evaluated at the start of the year after pay decisions are released, as well as throughout the year and at year-end.
changedToinformitsdecision-makingwithrespecttotheappropriatetargetrange,The CMDS Committee reviewed available 2024 2023compensation levels for selected financial companies in the S&P 100 Index, which are intended to reflect institutions of similar size, scope, and complexity.
changedBank of America Corp. (NYSE: BAC) Citigroup Inc. (NYSE: C) Goldman Sachs Group Inc. (NYSE: GS) JPMorgan Chase&Co.(NYSE: JPM) Wells Fargo & Company (NYSE: WFC)
newThe CMDS Committee also considered market pay norms for internally promoted CEOs in their second year in the role, that Core Peer CEO pay increased materially for 2024, with certain Core Peers having granted meaningful one-time awards in 2025, and that Mr. Pick’s 2024 compensation ranked fifth out of the six Core Peers (including Morgan Stanley) despite strong absolute and relative Firm performance in 2024.While maintaining our commitment to determining CEO pay in alignment with absolute and relative performance, the CMDS Committee determined during its review that due to meaningful market movement in the pay of CEOs at the Firm’s Core Peers for 2024, 2025 being Mr. Pick’s second year as CEO, Mr. Pick assuming the additional role of Chairman for 2025, and the Firm’s strong absolute and relative performance in 2024, Mr. Pick’s 2024 compensation was not sufficiently aligned with current market pay norms.
newAs a result, the CMDS Committee determined that market pay aligned with Mr. Pick’s expanded role and Firm performance for 2024 was the more appropriate reference before factoring in its holistic review of absolute and relative Firm and individual performance across financial and non-financial results for 2025.
newAccordingly, the CMDS Committee realigned the CEO pay used for reference in determining 2025 CEO pay consistent with Morgan Stanley’s historical pay positioning among Core Peers at the higher end of the group given Morgan Stanley’s 2024 performance on an absolute basis and relative to the Core Peers and the additional factors referenced above.

Removed from 2025

Gorman Executive Chairman*
*Mr. Gorman stepped down as Executive Chairman, effective December 31, 2024, and Mr. Pick assumed the additional position of Chairman of the Board, effective January 1, 2025.
Mr. Gorman was named Chairman Emeritus, a non-director honorary designation, and agreed to serve as a non-employee advisor to the Firm, effective January 1, 2025.
Overview of Compensation Approach and Performance Highlights 59 2.
Compensation Philosophy and Objectives 68 3.
Framework for Making Compensation Decisions 69 4.
Compensation Decisions and Program Elements 77 5.
Explanatory Notes 85
Overview of Compensation Approach and Performance Highlights
1.1 Executive Summary
CEO PAY FOR PERFORMANCE COMPENSATION FRAMEWORK AND DECISION
The CMDS Committee set CEO total compensation for 2024 at $34 million with shareholder-aligned features (see Section 1.4 “CEO Compensation Determination”).
This determination was based on an evaluation of 2024 Firm and CEO performance against predetermined performance priorities and strategic objectives as exceptional, including Mr. Pick’s successful completion of the leadership transition and reporting strong financial results that reflect execution of a clear and consistent long-term strategy focused on driving revenue, strong capital, liquidity and earnings, maintaining expense discipline, investing in risk and controls across the Firm, and delivering the full, integrated Firm to clients.
MORGAN STANLEY 2025 PROXY STATEMENT 59
•The Firm achieved strong financial performance across revenues, net income and EPS.
•Firm net revenues were a record at $61.8 billion (up approximately 14% year-over-year) with net income applicable to Morgan Stanley of approximately $13.4 billion (up approximately 47% year-over-year), and EPS of $7.95.
•The Firm reported full-year ROTCE of 18.8% and an efficiency ratio of 71%, making progress toward our Firmwide goals.
•The CET1 Ratio at December 31, 2024 was 15.9% and the Firm accreted $5.6 billion of CET1 capital while supporting our clients, continuing to grow our dividend, and returning capital to shareholders.
•The quarterly dividend was increased $0.075 to $0.925 in the third quarter, with total dividends of $5.7 billion paid in 2024.
•The Firm retained its premium valuation and continued to increase returns to shareholders, delivering total shareholder returns of 40% over the one-year period.
Market cap surpassed $200 billion.
Mr. Pick led the Firm’s successes while staying committed to the Firm’s values, and along with the leadership team, upheld a culture of partnership, rigor and humility.
For more detail regarding the CMDS Committee’s assessment of 2024 Firm and CEO performance, see Section 1.3 “Performance Highlights” and Section 3.2 “Evaluating Firm and Individual Performance for Alignment with Executive Compensation,” which also includes 2024 financial performance compared with 2023 financial performance.
2024 CEO COMPENSATION ALIGNED WITH SHAREHOLDER INTERESTS
Consistent with previous years’ CEO compensation and shareholder feedback over the years, 60% of Mr. Pick’s incentive compensation is delivered in future performance-vested equity, 75% of Mr. Pick’s incentive compensation is deferred over three years and is subject to cancellation, and 100% of Mr. Pick’s deferred incentive compensation is delivered in the form of equity awards, aligning his compensation with shareholders’ interests.
1.2 Framework for CEO Compensation Decision
60 MORGAN STANLEY 2025 PROXY STATEMENT
Set Financial andNon-Financial Performance Priorities Establish Target Compensation Range Assess Performance Against Performance Priorities and Strategic Objectives Determine Compensation Based on Performance Assessment
MS CEO COMPENSATION RANGE
In the context of the Firm’s strategic objectives, at the beginning of the year, the Board sets annual performance priorities.
See Section 3.1 “Factors Considered in Compensation Decisions—Performance Priorities.”
ESTABLISH TARGET COMPENSATION RANGE
Each year, the CMDS Committee establishes a target compensation range for the CEO and outlines guidelines for the CEO performance assessment at year end.
At the start of 2024, the CMDS Committee, in consultation with its independent compensation consultant, Semler Brossy, established a target range for CEO compensation as well as the factors to be considered in determining year-end compensation.
The CMDS Committee maintained a range for 2024 CEO pay of $40 million or more for strong performance exceeding expectations to $20 million or less for performance below expectations.
To inform its decision-making with respect to the appropriate target range, the CMDS Committee considers compensation information for selected financial companies in the S&P 100 Index, as described in Section 3.1 “Factors Considered in Compensation Determinations—Benchmarking Target CEO Pay.”
See Section 3.2 “Evaluating Firm and Individual Performance for Alignment with Executive Compensation.”
See Section 4.1 “Compensation Decisions.”
In its assessment of 2024 performance, the CMDS Committee considered Morgan Stanley’s execution against the four pillars – strategy, culture, financial strength, and growth – that support our Integrated Firm, creating long-term value for our shareholders.
STRATEGY CULTURE FINANCIAL STRENGTH GROWTH Clear and Consistent Strategy in Support of Clients Rigor, Humility and Partnership Strong Capital, Liquidity and Earnings Investing Across the Firm
This pillar is about clear and consistent delivery of our strategy to raise, manage, and allocate capital in support of our individual, corporate, and asset manager and owner clients.
In 2024, Messrs.
Pick and Gorman seamlessly transitioned to their new roles as CEO and Executive Chairman.
The Firm continued to execute on its consistent strategy and achieve best-in-class performance, while also upholding a strong culture and retaining a leadership team with a long tenure at the Firm following an internal CEO transition, an atypical outcome in the financial industry, and maintaining the positive momentum achieved over the years in evolving the Firm’s strategy and creating long-term shareholder value.CULTUREThis pillar is about rigor, humility, and partnership that benefits relationships with clients and ultimately our shareholders.
The Firm’s culture has enhanced the retention of the leadership team and other members of senior management who have long tenures with the Firm that promote deep business experience and consistency.
CONTINUITY ACROSS THE FIRM
Average Length of Service
~22 YEARSFirm Operating Committee ~23 YEARSFirm Management Committee ~15 YEARSManaging Directors
~67%of Management Committee Has Worked in Multiple Divisions or Regions~45% of All Managing Directors Have Worked in Multiple Divisions or Regions
RIGOR, HUMILITY, AND PARTNERSHIP
FINANCIAL STRENGTHThis pillar is about strong capital, liquidity and earnings.
The Firm delivered a strong ROTCE of 18.8%, approaching our 20% ROTCE goal.
The CET1 Ratio was 15.9% at year end.
EXPANDING RETURNS ON AVERAGE TANGIBLE COMMON EQUITY
STEP-CHANGE IN EARNINGS GROWTH
CONSISTENTLY STRONGCAPITAL POSITION
STRONG AND CONSISTENTDIVIDEND GROWTH
1-YEAR (2024) TSR
3-YEAR (2022–2024) TSR
5-YEAR (2020–2024) TSR
GROWTHThis pillar is about smart, strategic investment across the Firm, which generates new opportunities to capture client share.
REVENUE GROWTH OUTPACING EXPENSE GROWTH
INVESTMENTS FOR GROWTH
Talent Across Businesses Differentiated Client Solutions Expanded Bank Offering World-Class Technology and Modernization Infrastructure to Support Growth The Integrated Firm
Each business segment grew this year, with Wealth Management and Investment Management revenues and client assets both markedly higher in 2024 as compared to the prior year due to both constructive markets as well as organic growth.
Institutional Securities revenues were exceptional in 2024, as the segment’s wallet share increased by 100 basis points from the prior year.
INDUSTRY LEADER ACROSS WEALTH &INVESTMENT MANAGEMENT
STRENGTH ACROSS INSTITUTIONALSECURITIES BUSINESSES
Section 3.2 contains further details about Firm performance; see also Section 5 “Explanatory Notes.”1.4 CEO Compensation Determination The 2024 pay decision for the CEO was made by the CMDS Committee, in consultation with the Board, following its assessment of the Firm’s exceptional financial performance for 2024.
The CMDS Committee also based its 2024 CEO pay decision on its assessment of Mr. Pick’s outstanding performance in successful completion of the leadership transition and execution of a clear and consistent long-term strategy focused on driving revenue, strong capital, liquidity and earnings, maintaining expense discipline, investing in risk and controls across the Firm, and delivering the full, integrated Firm to clients.
2024 PERFORMANCE EVALUATION
2024 CEO COMPENSATION ELEMENTS ($MM)
Section 3.2 contains more details about individual NEO performance.
Section 4.1 contains the 2024 compensation decisions for each NEO, which follows a similar performance evaluation process as for the CEO.
1.5 Ongoing Shareholder Engagement and “Say on Pay” Vote
We have a long history of strong shareholder support for our Board’s compensation philosophy, as evidenced by average support for our “Say on Pay” proposals of 93% from 2014 to 2023.
At the 2024 annual meeting, 75% of the approximately 1.3 billion votes cast favored our “Say on Pay” proposal.
The key change in our compensation program between 2023 and 2024 was the grant of a one-time equity Staking Award to each of the incoming CEO and Co-Presidents in the Fall of 2023.
In consultation with its
independent compensation consultant, Semler Brossy, the CMDS Committee approved the one-time equity award to each of Messrs.

More changes truncated for legibility. Open the filings on SEC for full prose.

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