Morgan Stanley believes in aligning the long-term interests of employees with those of shareholders. To further that goal and to serve as an example to employees throughout the Firm, Morgan Stanley has adopted this Equity Ownership Commitment.
The Equity Ownership Commitment calls for the following:
Stock Ownership Requirement. Each designated Executive Officer* (“Covered Officer”) is required, within five years from the later of the effective date of this Equity Ownership Commitment or the date on which he or she becomes a Covered Officer, to retain ownership of a number of shares of Morgan Stanley common stock** with a value as follows:
- Chief Executive Officer (“CEO”) – 10x base salary
- All other Covered Officers – 6x base salary
Each Covered Officer will be subject to this stock ownership requirement for so long as he or she remains a Covered Officer.
Stock Retention Requirement. In addition to the stock ownership requirement set forth above, Operating Committee members must hold an amount of Morgan Stanley common stock** equal to a percentage of the after-tax value of all shares of common stock acquired pursuant to Morgan Stanley equity awards granted as compensation for service as an Operating Committee member (such shares “Equity Award Shares” and such service, “Covered Service”) as follows:
- CEO – 75% of Equity Award Shares acquired pursuant to equity awards granted in respect of any performance year prior to and including the fifth year of Covered Service as CEO and 50% of Equity Award Shares acquired pursuant to equity awards granted in respect of any performance year following the fifth year of Covered Service as CEO
- All other Executive Officers and Operating Committee members – 50% of Equity Award Shares acquired pursuant to equity awards granted in respect of any performance year prior to and including the fifth year of Covered Service and 33% of Equity Award Shares acquired pursuant to equity awards granted in respect of any performance year following the fifth year of Covered Service; provided that Operating Committee members who are Covered Officers must retain 75% of all Equity Award Shares until the applicable stock ownership requirement is met
The Equity Ownership Commitment applies to Equity Award Shares as follows:
Restricted Stock Units – Commitment applies to net shares granted after assumed tax withholding.
Performance Contingent Restricted Stock Units (PSUs) – Commitment applies to net shares earned after withholding taxes.
Stock Options – Commitment applies to share equivalent of net proceeds received upon exercise after exercise cost and withholding taxes.