1、Morgan Stanley Compensation&Governance PracticesApril 20262Morgan Stanleys Board of Directors RecommendsShareholders Vote:FOR:Three Management ProposalsApprove the compensation of Named Executive Officers(“Say on Pay”Non-Binding Advisory Vote)1Elect all Director Nominees2Ratify Deloitte&Touche LLPs
2、Appointment as the Firms Independent Auditor3AGAINST:One Shareholder ProposalIndependent Board Chairman13Outstanding Performance Across Metrics FirmwideThe End Notes are an integral part of this Presentation.See slides 21-23 at the back of this presentation for information related to the financial m
3、etrics and defined terms in this presentation.Based on outstanding individual and exceptional financial performance in 2025,total CEO compensation was set at$45MM with shareholder-aligned featuresDue to meaningful movement in 2024 Core Peer CEO pay,second year as CEO and additional role of Chairman,
4、the CMDS Committee determined 2024 CEO compensation was not sufficiently aligned with current market pay norms and market pay aligned with the CEOs expanded role,Firm performance,and latest peer benchmark was the more appropriate reference before factoring in holistic review of 2025 absolute and rel
5、ative Firm and individual performance resultsUnder Mr.Picks leadership and with the consistent execution of a well-defined strategy,accomplished results for 2025 as indicated belowUpheld the Firms Strong Culture of Partnership,Rigor and HumilityDelivered TSR of 45%,Adding$80Bn to Market Cap,Increasi
6、ng by 39%(5)ROTCE(1)of 21.6%,Best-in-class Returns(vs.Core Peers Avg.of 14.3%)Net Income of$16.9Bn(2),+26%Efficiency Ratio of 68%(3),Exceeding Stated GoalRecord Net Revenues of$70.6Bn,+14%YoYIncreased Quarterly Dividend for 4thConsecutive Year and Maintained Highest Dividend Yield vs.Core Peers(6)St