8-KLeadership Changes

MORGAN STANLEY 8-K Report, Executive Changes (Jan 22, 2016)

Filed January 22, 2016For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

This Form 8-K filing from Morgan Stanley, dated January 22, 2016, reports on the departure of Gregory Fleming, President of the Wealth Management Business. Mr. Fleming's departure was announced on January 6, 2016, and he remained an employee through an anticipated termination date of July 6, 2016. The filing details the terms of a separation and release agreement approved by the Compensation, Management Development and Succession Committee. The agreement outlines Mr. Fleming's compensation for 2015, which will include a combination of cash, deferred cash incentives, and deferred equity (restricted stock units). Importantly, his existing outstanding deferred awards will continue to vest as per their original terms and remain subject to standard cancellation and clawback provisions. The agreement also provides Mr. Fleming with continued access to office resources, administrative support, and the Company's Executive Health Program until his termination date and through December 31, 2016, respectively. He has also agreed to customary covenants and provided a general release of claims.

Key Highlights

  • 1Morgan Stanley announced the departure of Gregory Fleming, President of Wealth Management, effective January 6, 2016.
  • 2Mr. Fleming will remain an employee until July 6, 2016, with a separation agreement in place.
  • 3The separation agreement details Mr. Fleming's 2015 bonus compensation, comprising cash, deferred cash, and deferred equity (RSUs).
  • 4Outstanding deferred cash and equity awards for Mr. Fleming will not be modified and will vest according to original terms.
  • 5Vesting of deferred awards is subject to specified cancellation and clawback provisions.
  • 6Mr. Fleming will receive continued office space, administrative support, and executive health program access through specific dates.
  • 7The agreement includes customary covenants from Mr. Fleming and a general release of claims.

Frequently Asked Questions

The main event reported is the formalization of a separation agreement with Gregory Fleming, former President of Morgan Stanley's Wealth Management Business, following his announced departure on January 6, 2016.

His 2015 bonus compensation will be a mix of current cash, a deferred cash incentive award, and a deferred equity incentive award in the form of restricted stock units, as outlined in the separation agreement.

His outstanding deferred cash and equity awards will not be modified. They will vest according to their original terms and remain subject to specified cancellation and clawback provisions until their distribution or conversion dates.

He will have continued access to office space and administrative support until his termination date of July 6, 2016, and continued access to his primary care physician under the Company's Executive Health Program until December 31, 2016.