8-KLeadership ChangesExhibits & Filings

MOODYS CORP /DE/ 8-K Report, Executive Changes (Nov 2, 2011)

Filed November 2, 2011For Securities:MCO

Summary

Moody's Corporation (MCO) filed an 8-K report on November 2, 2011, primarily announcing a change in its Board of Directors. Kathy Hill was elected to the Board, effective October 27, 2011, bringing the total number of directors to nine. Ms. Hill also joined the Board's Audit, Governance, and Compensation Committees. Her appointment is significant as it adds a new perspective and expertise to the company's oversight structure. Investors should note the compensation arrangements for Ms. Hill, which include an annual cash retainer, a restricted stock grant based on fair market value, and an additional annual restricted stock award. These arrangements are designed to align director incentives with shareholder value and reflect industry standards for board compensation. The accompanying press release, filed as an exhibit, provides further details on Ms. Hill's background and the company's rationale for her appointment.

Key Highlights

  • 1Kathy Hill elected to Moody's Board of Directors, effective October 27, 2011.
  • 2Board size increased to nine directors with Ms. Hill's election.
  • 3Ms. Hill appointed to the Board's Audit, Governance, and Compensation Committees.
  • 4Ms. Hill's compensation includes an annual cash retainer of $75,000.
  • 5She will receive a restricted stock grant valued at $32,500.
  • 6Ms. Hill also eligible for an annual restricted stock award, with vesting on the first anniversary of the grant date.
  • 7Press release detailing Ms. Hill's appointment furnished as Exhibit 99.1.

Frequently Asked Questions

Kathy Hill is a 55-year-old executive who has served as the Senior Vice President, Development Strategy & Operations for Cisco Systems since June 2009. Her appointment to the Moody's Board of Directors is intended to enhance the board's expertise and oversight capabilities, particularly in areas related to strategy and operations, as indicated by her committee assignments.

Ms. Hill's compensation includes an annual cash retainer of $75,000, payable quarterly and prorated for the current year. She will also receive a restricted stock grant valued at $32,500 based on the stock's fair market value on the grant date, and an additional annual restricted stock award. These awards vest one year after the grant date.

With the election of Kathy Hill, the total number of directors on Moody's Corporation's Board of Directors increases from eight to nine.

Ms. Hill's appointment to the Audit, Governance, and Compensation Committees is significant as these are critical oversight functions for the company. Her involvement in these committees suggests her expertise will be directly applied to financial reporting integrity, corporate governance practices, and executive compensation policies.