8-KLeadership ChangesRegulation FDExhibits & Filings

MOODYS CORP /DE/ 8-K Report, Executive Changes (Feb 13, 2019)

Filed February 13, 2019For Securities:MCO

Summary

Moody's Corporation announced a key change to its Board of Directors on February 13, 2019, with the election of Ms. Thérèse Esperdy, effective March 1, 2019. Ms. Esperdy brings extensive experience from her long tenure at JPMorgan Chase & Co., where she held significant leadership roles in global financial institutions, banking, and debt capital markets. Her expertise is expected to be a valuable asset to Moody's Board, particularly as she will serve on the Audit, Governance & Nominating, and Compensation & Human Resources Committees. The addition of Ms. Esperdy increases the size of the Board to ten directors. Her compensation package for this role includes an annual cash retainer and restricted stock units, reflecting the company's standard compensation plan for non-employee directors. This event, detailed in an accompanying press release filed as Exhibit 99.1, signifies a strategic reinforcement of the Board's governance and oversight capabilities with a seasoned financial industry professional.

Key Highlights

  • 1Thérèse Esperdy elected to Moody's Board of Directors, effective March 1, 2019.
  • 2Ms. Esperdy brings substantial experience from JPMorgan Chase & Co., including leadership in Global Chairman of Financial Institutions Group and Co-Head of Banking, Asia Pacific.
  • 3The Board size will increase to ten directors following Ms. Esperdy's appointment.
  • 4Ms. Esperdy will serve on key Board committees: Audit, Governance & Nominating, and Compensation & Human Resources.
  • 5Her compensation package includes an annual cash retainer of $105,000 and restricted stock units valued at $180,000.
  • 6The appointment is detailed in a press release furnished as Exhibit 99.1 to the 8-K filing.

Frequently Asked Questions

Ms. Thérèse Esperdy is a new member elected to Moody's Board of Directors. She has a strong background in the financial services industry, having held various leadership positions at JPMorgan Chase & Co. from 1997 to 2015, including Global Chairman of Financial Institutions Group and Co-Head of Banking, Asia Pacific. She also has prior experience at Lehman Brothers.

Ms. Esperdy's election increases the size of Moody's Board of Directors from nine to ten members. She has also been appointed to serve on three important committees: the Audit Committee, the Governance & Nominating Committee, and the Compensation & Human Resources Committee.

As a non-employee director, Ms. Esperdy will receive an annual cash retainer of $105,000, paid quarterly. Additionally, she will receive an annual award of restricted stock units valued at $180,000, based on the fair market value of Moody's common stock on the grant date, which will vest one year after the grant.

More details regarding Ms. Esperdy's election are provided in the press release furnished as Exhibit 99.1 to this Form 8-K filing. Investors can refer to this exhibit for the official announcement.