8-KOther Events

MORGAN STANLEY 8-K Report, Corporate Update (Dec 5, 2014)

Filed December 5, 2014For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

Morgan Stanley announced changes to its discretionary incentive compensation for the 2014 performance year, which will be granted in 2015. The Compensation, Management Development and Succession Committee approved reducing the average deferral of these awards from approximately 80% to 50%, aligning the company's practices more closely with global competitors. While higher compensated employees will still face higher deferral levels, this adjustment reflects the company's improved business strategy and financial stability. Additionally, the company is accelerating the vesting of certain outstanding deferred cash-based incentive compensation awards, excluding those held by executive officers and other Operating Committee members. These accelerated awards will be distributed on their scheduled dates and remain subject to cancellation and clawback provisions. The company estimates these changes could increase compensation and benefits expense by up to approximately $1.2 billion for the three-month period and full year ending December 31, 2014, though future amortization expenses related to these awards will be reduced.

Key Highlights

  • 1Reduced average deferral for discretionary incentive compensation from ~80% to ~50% for 2014 performance year awards.
  • 2Aligns Morgan Stanley's compensation deferral practices with global competitors.
  • 3Accelerated vesting of certain outstanding deferred cash-based incentive compensation awards (excluding executive officers and Operating Committee members).
  • 4Accelerated awards will be distributed on scheduled dates and remain subject to existing cancellation/clawback provisions.
  • 5Potential increase in compensation and benefits expense by up to $1.2 billion for the Q4 2014 and full year 2014.
  • 6Amortization expense associated with these awards will not be reflected in future periods.
  • 7Individual award decisions will continue to be based on company, division, and individual performance.

Frequently Asked Questions

Morgan Stanley is reducing the average deferral of discretionary incentive compensation awards for the 2014 performance year from approximately 80% to 50%. This change is intended to align the company's practices with those of its global competitors.

No, the acceleration of vesting applies to certain outstanding deferred cash-based incentive compensation awards, specifically excluding awards held by the company's executive officers and other Operating Committee members. These accelerated awards will still be distributed on their regularly scheduled future distribution dates and remain subject to cancellation and clawback provisions.

The company estimates that these changes could increase compensation and benefits expense by up to approximately $1.2 billion for the three-month period and full year ending December 31, 2014. However, the amortization expense that would have been associated with these awards in future periods will not be recognized.

No, decisions on individual awards of discretionary incentive compensation for the 2014 performance year will continue to be based on the performance of the Company, the division, and the individual, as in past years.