8-KLeadership ChangesExhibits & Filings

MORGAN STANLEY 8-K Report, Executive Changes (Oct 27, 2023)

Filed October 27, 2023For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

This 8-K filing from Morgan Stanley announces a significant leadership transition, effective January 1, 2024. Edward (Ted) Pick will succeed James P. Gorman as Chief Executive Officer, with Mr. Gorman transitioning to the role of Executive Chairman. This change follows a multi-year succession planning process, with the Board expressing confidence in Mr. Pick's strategic leadership and deep understanding of the company's businesses. Alongside this CEO transition, Andy Saperstein will become Co-President and Head of Wealth and Investment Management, and Dan Simkowitz will become Co-President and Head of Institutional Securities. To incentivize continuity and performance during this transition, the company has awarded each of these three executives a one-time equity stake valued at $20 million each, comprising performance stock units (PSUs) and restricted stock units (RSUs). These awards are designed to align compensation with long-term shareholder value creation.

Key Highlights

  • 1Effective January 1, 2024, Edward (Ted) Pick will become the new Chief Executive Officer of Morgan Stanley, succeeding James P. Gorman.
  • 2James P. Gorman will transition from CEO to Executive Chairman.
  • 3Andy Saperstein will be appointed Co-President and Head of Wealth and Investment Management.
  • 4Dan Simkowitz will be appointed Co-President and Head of Institutional Securities.
  • 5The Board has elected Ted Pick to the Board of Directors, effective January 1, 2024.
  • 6A one-time equity award of $20 million each has been granted to Ted Pick, Andy Saperstein, and Dan Simkowitz.
  • 7The equity awards consist of 60% performance stock units (PSUs) with a 2024-2026 performance period and 40% restricted stock units (RSUs) vesting on January 25, 2027.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce a major leadership transition at Morgan Stanley, including the appointment of a new CEO and changes in other key executive roles, effective January 1, 2024.

Edward (Ted) Pick is succeeding James P. Gorman as CEO. James P. Gorman will transition to the role of Executive Chairman.

The equity awards were granted to Ted Pick, Andy Saperstein, and Dan Simkowitz to acknowledge the criticality of their continued leadership during this transition, to reinforce their accountability for future financial goals, and to tie their compensation directly to shareholder value creation over a multi-year period.

Each award is valued at $20 million and is composed of 60% performance stock units (PSUs) with a performance period of 2024-2026, and 40% restricted stock units (RSUs) that vest on January 25, 2027. The PSUs have a balanced weighting of absolute and relative ROTCE performance metrics.