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1、Morgan Stanley Compensation&Governance PracticesApril 20252Morgan Stanleys Board of Directors RecommendsShareholders Vote:FOR:Four Management ProposalsApprove the compensation of Named Executive Officers(“Say on Pay”Non-Binding Advisory Vote)1Equity Incentive Compensation Plan Proposal2Elect all Dir

2、ector Nominees3Ratify Deloitte&Touche LLPs Appointment as the Firms Independent Auditor4AGAINST:One Shareholder ProposalEnergy Supply Ratio13Overview of Compensation for Named Executive Officers in 2024The End Notes are an integral part of this Presentation.See slides 21-24 at the back of this prese

3、ntation for information related to the financial metrics and defined terms in this presentation.Based on outstanding individual and strong financial performance in 2024,total CEO compensation was set at$34MM75%of 2024 CEO incentive compensation is deferred over three years and subject to cancellatio

4、n and 60%is delivered in performance-vested equity,and 100%of deferred incentive compensation is delivered in equityUnder Mr.Picks leadership,for 2024:Firm Retained its Premium Valuation and Delivered TSR of 40%andmarket cap surpassed$200Bn(4)The Quarterly Dividend was Increased$0.075 to$0.925 in th

5、e 3Q,with total dividends paid in 2024 of$5.7BnRecord Net Revenuesof$61.8Bnup approximately 14%year-over-yearFull year ROTCEof 18.8%and an Efficiency Ratio of 71%(2),making progress toward ourFirmwide goalsPre-Tax Profit of$17.6 Bn and Net Income of$13.4Bn(1)up approximately 49%and 47%year-over-year

6、,respectivelyExecuted on a Clear and Consistent Long-Term StrategyStandardized CET 1 Capital Ratio of 15.9%(3),at December 31,2024 and the Firm accreted$5.6Bn of CET 1 capital during the yearUpheld the Firms Strong Culture of Partnership,Rigor and Humility FOR:Approve the compensation of Named Execu

7、tive Officers(“Say on Pay”Non-BindingAdvisory Vote)14Four Pillars of Morgan Stanley:The Integrated FirmStrong Capital,Liquidity and EarningsFINANCIAL STRENGTHClear and Consistent Strategy in Support of ClientsSTRATEGYInvesting Acrossthe FirmGROWTHRigor,Humility and PartnershipCULTURE5Strong Culture

8、with Tenured and Aligned Leadership for the Integrated Firms Long-Term SuccessThe End Notes are an integral part of this Presentation.See slides 21-24 at the back of this presentation for information related to the financial metrics and defined terms in this presentation.22 YEARSFirm Operating Commi

9、ttee23 YEARSFirm Management Committee15 YEARSManaging DirectorsRIGOR,HUMILITY,AND PARTNERSHIP67%of Management Committee Has Worked inMultiple Divisions or Regions45%of All Managing Directors Have Worked in Multiple Divisions or RegionsCONTINUITY ACROSS THE FIRMAverage Length of Service(1)CROSS-FIRM

10、EXPERIENCE EMBEDDED IN LEADERSHIP(2)6$5.18$7.95$5.76(1)20232024$0.850$0.9252023202415.2%15.9%12.9%13.5%2023202412.8%18.8%20232024EPS($)Regulatory Requirement Including Buffers(2)The End Notes are an integral part of this Presentation.See slides 21-24 at the back of this presentation for information

11、related to the financial metrics and defined terms in this presentation.EXPANDING RETURNS ON AVERAGE TANGIBLE COMMON EQUITY CONSISTENTLY STRONG CAPITAL POSITION Common Equity Tier 1 Ratio(%)STEP-CHANGE IN EARNINGS GROWTHSTRONG AND CONSISTENT DIVIDEND GROWTH4Q Dividend Per Share($)(3)(%)2023 Adjusted

12、 EPSFinancial Strength:Strong Performance Across Metrics in 20247Revenue Growth Resulting from Asset and Share GrowthThe End Notes are an integral part of this Presentation.See slides 21-24 at the back of this presentation for information related to the financial metrics and defined terms in this pr

13、esentation.INDUSTRY LEADER ACROSS WEALTH&INVESTMENT MANAGEMENTWealth&Investment Management Net Revenues($Bn)(1)STRENGTH ACROSS INSTITUTIONAL SECURITIES BUSINESSES Institutional Securities Net Revenues($Bn)1922874432342023202456881012232820232024WM&IM Asset ManagementWM Net Interest IncomeWM Transact

14、ionalWM Other and IM PBIIBDFixed IncomeEquitiesISG Other$7.9TnClient Assets(2)15%Wallet Share(3)14%$6.6Tn8Continue to Generate Strong Shareholder ReturnsThe End Notes are an integral part of this Presentation.See slides 21-24 at the back of this presentation for information related to the financial

15、metrics and defined terms in this presentation.43%54%31%MorganStanleyAvg.GlobalPeersS&P 500 Fin.Index40%44%31%MorganStanleyAvg.GlobalPeersS&P 500 Fin.Index189%97%73%MorganStanleyAvg.GlobalPeersS&P 500 Fin.Index1-YEAR(2024)TSR(1)(4)(4)(4)Strong relative long-term performance by Morgan Stanley vs.peer

16、 average and marketDuring 2024,Morgan Stanleys market cap surpassed$200 billion3-YEAR(2022-2024)TSR(2)5-YEAR(2020-2024)TSR(3)942442023202454622023202414%5%World-Class Technology and ModernizationExpanded Bank OfferingTalent Across BusinessesDifferentiated Client SolutionsInfrastructure to Support Gr

17、owthThe Integrated FirmRevenues and Earnings Growth Reflects Returns on Investments for Growth and Operating LeverageREVENUE GROWTH OUTPACING EXPENSE GROWTHFirm Net Revenues($Bn)Firm Expenses($Bn)INVESTMENTS FOR GROWTH 10Delivered Strong Results in 2024 and Reaffirmed Firmwide Goals Driven by Four P

18、illars of The Integrated FirmThe End Notes are an integral part of this Presentation.See slides 21-24 at the back of this presentation for information related to the financial metrics and defined terms in this presentation.27%15%71%19%30%Durable Share Gains70%20%$8Tn$10Tn+2024 RESULTSLONG-TERM GOALS

19、(1)CULTUREFINANCIAL STRENGTHSTRATEGYGROWTHClient AssetsWM Pre-Tax Margin(2)ISG Wallet Share Efficiency RatioROTCE11Morgan Stanley has a robust process that supports and reinforces the pay for performance philosophy that incorporates the following key steps.Framework for Determining CEO CompensationA

20、ssess Performance Against Performance Priorities and Strategic Objectives Determine Compensation Based on Performance AssessmentSet Financial and Non-Financial Performance PrioritiesEstablish Target Compensation RangeIn the context of the Firms strategic objectives,at the beginning of the year,the B

21、oard sets annual performance prioritiesPerformance priorities include both financial and non-financial performance metrics for the Firm and its business segmentsThe CMDS Committee determines CEO compensation after year-end based on its performance assessment and discussion with the BoardThe CMDS Com

22、mittee determines the form and mix of CEO compensation that supports the Firms key compensation objectivesThe CMDS Committee establishes the target CEO compensation rangeRange is informed by prior year CEO compensation at peer financial firms,among other factorsGuidelines for performance assessment

23、are outlinedThe CMDS Committee assesses Firm and CEO performance at year-end,including:Progress in achieving the Firms strategic objectives and annual performance prioritiesThe CEOs overall leadershipMS CEO COMPENSATION RANGE CEO performance exceeds expectations Strong Firm performance and sharehold

24、er returns Firm performance and shareholder returns generally in line with peers with room for continued progress CEO performance meets expectations CEO performance below expectations Firm performance and shareholder returns are below expectations$40MM or More$20MM or Less12Each year,the CMDS commit

25、tee and board set performance priorities with management.Performance against these quantitative and qualitative measures informs executive compensation decisions.Annual Performance PrioritiesQUANTITATIVEQUALITATIVEEffective risk and control frameworkFirm financial performance,including expense effic

26、iency ratio and ROTCECulture,leadership,strategy,and reputationCapital and liquidity strengthWorkforce development,retention,and engagementBusiness segment performanceGlobal regulatory standingCredit ratingTotal shareholder returnFirm resilience13 Morgan Stanleys compensation programs reflect our pa

27、y for performance philosophy.The Firm is committed to responsible programs with the following key features,which support the Firms culture and values and shareholders interests.CEO Compensation Objectives and Program FeaturesDeliver Pay for Sustainable PerformanceAlign Compensation with Shareholders

28、 InterestsMitigate Excessive Risk-TakingAttract and Retain Top Talent75%of incentive compensation awarded in equity60%of incentive compensationis performance-vestedShare Ownership Requirement75%first 5 years;50%thereafterBest PracticesProhibitions on pledging,hedging,selling short or trading derivat

29、ives,and no excise tax protection upon change-in-control100%of deferred compensation awarded in equityMultiyear vesting over 3 yearsCOMPENSATION PHILOSOPHY AND OBJECTIVESKEY FEATURES14At year-end,the CMDS committee assessed CEO and firm performance,reviewed that assessment with the board,and establi

30、shed 2024 CEO compensation.CEO Compensation DeterminationCompleted first full year as the Firms CEO,achieving strong resultsLed and upheld the Firms commitment to a culture of partnership,rigor,and humilityRetained the long-tenured leadership teamMaintained focus on risk and controls,and delivering

31、the full,integrated Firm to clientsExecution of a clear and consistent long-term strategy focused on driving revenue,strong capital,liquidity and earnings,and maintaining expense disciplineExceptional financial performance in 2024202420252026202701.5x of target Performance-Vested Units vest in Year

32、350%of Time-Vested RSUs vest in each of Years 2&31.58.14.919.5At-RiskAxis Title$34MM75%*Equity 60%Performance-Vested15%Time-Vested25%*Cash BonusBase SalaryTotal Compensation*%of Incentive Compensation2024 PERFORMANCE EVALUATION2024 CEO COMPENSATION ELEMENTS($MM)15 Morgan Stanley is committed to open

33、 and ongoing communication with our shareholders and is responsive to their feedback.Ongoing Shareholder Engagement and“Say on Pay”VoteThe Firm has a long history of strong shareholder support for our compensation philosophy,as evidenced by average support for our“Say on Pay”proposals of 93%from 201

34、4 to 2023In 2023,the CMDS Committee approved a one-time staking award to each of the incoming CEO and Co-Presidents in connection with the CEO succession and leadership transition process.The awards allowed the Firm to address shareholders concerns,make senior management transitions without disrupti

35、ng the positive momentum achieved over the years in evolving the Firms strategy and creating long-term shareholder value,and achieve full leadership continuity following an internal CEO transitionIn anticipation of shareholder questions regarding our approach to the CEO succession and leadership tra

36、nsition process in 2023,and in light of the result of our 2024“Say on Pay”vote falling below our historic average and to ascertain the reasons for the decline,we deliberately increased shareholder engagement efforts.Over the Fall of 2023(after the announcement of the Staking Awards in October)and fu

37、ll-year 2024,we reached out to shareholders holding over 74%of Shares Outstanding(Unaligned)(1)and shareholders holding approximately 44%of Shares Outstanding(Unaligned)accepted our invitation to meet.Additionally,our Lead Independent Director and/or our Chair of the CMDS Committee led engagements w

38、ith many of our largest shareholders.Investor sentiment was largely positive towards our overall compensation philosophy,framework and structure;shareholders praised the quality of our disclosure for being robust and transparent.Many investors supported our use of special equity awards to ensure a s

39、uccessful leadership transition and felt we disclosed a strong rationale for the awards.However,some investors expressed a desire that we not use special equity awards except in rare cases.Further,some investors indicated that they would have liked more detail on how we determined the quantum of the

40、 special awards.In response to shareholder feedback,we reiterate our commitment to not granting special equity awards to our NEOs,except in extraordinary circumstances that cannot be addressed through annual compensation.No special awards were granted to our NEOs in 2024.Special equity awards are no

41、t a representative part of our executive compensation program and we are not currently planning any special equity awards for our NEOs.If extraordinary circumstances exist in the future that warrant granting a special equity award to an NEO,performance-based conditions would again be included in the

42、 award and we would provide greater disclosure on how the amount was determined.WHAT WE HEARDOUR RESPONSEThe End Notes are an integral part of this Presentation.See slides 21-24 at the back of this presentation for information related to the financial metrics and defined terms in this presentation.1

43、6FOR:Equity Incentive Compensation Plan ProposalThe End Notes are an integral part of this Presentation.See slides 21-24 at the back of this presentation for information related to the financial metrics and defined terms in this presentation.Overview of Equity Incentive Compensation Plan(EICP)Propos

44、alPROPOSAL The Board of Directors recommends Adding 50 million shares to the EICP Extending the term of the EICP for an additional three yearsRATIONALE The proposed 50 million additional shares is expected to allow us to make grants under the EICP for approximately three years The Firm last amended

45、the EICP in 2021 and requested 60 million shares,which was approved by 95.6%of votes cast Broad use of equity-based awards is a fundamental part of how we align compensation with our shareholders interests The Firm strives to maximize employee and shareholder alignment,while minimizing dilution,incl

46、uding through share repurchase programs Equity awards play a critical role in our pay-for-performance compensation program,in discouraging imprudent risk-taking,and in our compliance with regulatory requirements Our award features are generally viewed as best practice from a governance and sharehold

47、er perspectiveHISTORICAL IMPACTOverhang(1)Burn Rate(2)2Last Proposal;+60M shares10.1%9.6%9.0%7.4%20212022202320241.7%1.4%1.2%1.3%202120222023202417Committed to Maintaining Best in Class GovernanceKEY CORPORATE GOVERNANCE PRACTICESValue and Respond to Shareholder FeedbackLongstanding Sustainability S

48、trategyShareholder Rights and AccountabilityAnnual Board Evaluation Robust Board OversightInvestor input in recentyears has led to:Enhanced proxy disclosure of pay for performance Inclusion of Board skills matrix Reporting on talent and culture Amendment to the Boards“overboarding”policy Enhanced th

49、e Firms disclosures on its political activitiesSet a goal to mobilize$1 trillion to support sustainable solutions by 2030Goal to reach net-zero financed emissions by 2050 with interim 2030 financed emissions targets Achieved carbon neutralityacross our global operations in 2022 and maintained it in

50、2023Environmental and Social Policy Statement helps to safeguard shareholder valueAdopted proxy accessShareholders who own at least 25%of common stock may call special meeting of shareholders All directors elected annually by majority voteNo“poison pill”in effectOne-on-one interviews for Board,Indep

51、endent Lead Director and committee evaluations include:Duties and responsibilities,including individual director performance Board and committee structure Culture,process and executionPolicies and practices are revised as appropriateThe Firms strategy,including an annual offsite with managementAnnua

52、l business plansEnterprise Risk Management frameworkEnvironmental,social and governance mattersCulture,values and conductSuccession plans for CEOand senior executivesFOR:Elect All Director Nominees318Board of Directors has Relevant and Broad Experience 6889101111121212131465YEARSaverage age of Board

53、 upon election at annual meeting4DIRECTORSborn outside of the U.S.5NEW DIRECTORSin the last three years(since beginning of 2022)Management1Non-Management13Human Capital ManagementGlobal/International PerspectiveAcademia/Govt./Public Policy/Regulatory AffairsLeadershipFinancial ServicesRisk Managemen

54、tCurrent or Former CEOSustainabilityCybersecurity/Technology/Information SecurityStrategic PlanningAccounting/Financial ReportingPublic Company GovernanceBOARD TENURE BALANCEBOARD INDEPENDENCEBOARD COMPOSITION(2)NOMINEES SKILLS ALIGN WITH FIRM BUSINESS MODEL AND STRATEGY(2)Average Tenure:6 yearsLess

55、 than 5 years7510 years310 years+4All members of all committees are non-management,and the Board benefits from an engaged Independent Lead Director(1)with expansive responsibilitiesThe End Notes are an integral part of this Presentation.See slides 21-24 at the back of this presentation for informati

56、on related to the financial metrics and defined terms in this presentation.19Independent Board Leadership and Board Refreshment(1)Thomas H.Glocer(65)Independent Lead DirectorTenure:12 YearsCurrently Managing Partner of Angelic Ventures,LPPreviously CEO of Thomson Reuters Corporation and M&A lawyer a

57、t Davis Polk&Wardwell LLPErika H.James(55)Tenure:3 YearsCurrently Dean of the Wharton School of the University of PennsylvaniaPreviously John H.Harland Dean at Emory Universitys Goizueta Business SchoolRobert H.Herz(71)Audit ChairTenure:13 YearsCurrently President of Robert H.Herz LLCPreviously Chai

58、rman of Financial Accounting Standards BoardMegan Butler(60)Tenure:1 YearFormer Executive Director at the U.K.Prudential Regulation Authority and the U.K.Financial Conduct AuthorityHironori Kamezawa(63)Tenure:4 YearsCurrently President and Group CEO of MUFG and Director of MUFG and MUFG BankPrevious

59、ly Deputy President of MUFG and Deputy President of MUFG BankMary L.Schapiro(69)Tenure:7 YearsCurrently Vice Chair for Public Policy and Special Advisor to the Founder and Chairman of Bloomberg L.P.Previously Chair of U.S.Securities and Exchange CommissionRayford Wilkins,Jr(73)G&S ChairTenure:12 Yea

60、rsPreviously CEO of Diversified Businesses of AT&T Inc.Perry M.Traquina(69)Risk ChairTenure:10 YearsPreviously Chair,CEO and Managing Partner of Wellington Management Company LLPEdward Pick(56)Tenure:1 YearCEO and Chairman of MSPreviously Co-President and Head of Corporate Strategy,and Head of Insti

61、tutional Securities of MS=New Director since 2022Jami Miscik(66)Ops and Tech ChairTenure:11 YearsCurrently CEO of Global Strategic Insights Previously CEO and Vice Chair of Kissinger Associates,Inc.,Global Head of Sovereign Riskat Lehman Brothers,and Deputy Director for Intelligence at the CIADennis

62、 M.Nally(72)CMDS ChairTenure:9 YearsPreviously Chairman of PricewaterhouseCoopers International Ltd.Masato Miyachi(64)Tenure:3 YearsCurrently Advisor of MUFG Bank and Mitsubishi UFJ Securities Holdings Co.,Ltd.Previously Director,Deputy President and Chief Executive of Global Corporate and Investmen

63、t Banking of MUFG Bank Shelley Leibowitz(64)Tenure:5 YearsCurrently President of SL AdvisoryPreviously Group Chief Information Officer for the World Bank and Chief Information Officer of several financial services firmsDouglas L.Peterson(66)NomineeCurrently Senior Advisor of S&P Global Inc.(SPGI)Pre

64、viously President and CEO of SPGIFOR:Elect All Director Nominees3The End Notes are an integral part of this Presentation.See slides 21-24 at the back of this presentation for information related to the financial metrics and defined terms in this presentation.20AGAINST:Energy Supply Ratio Proposal Ne

65、w York City Comptroller,on Behalf of New York City Retirement Systems We consider climate throughout our business,operational and risk management activities.We have a thoughtful climate strategy that leverages standardized approaches to climate reporting.We carefully consider our disclosures to enab

66、le our shareholders and stakeholders to understand our progress against our established goals.However,the proposed Energy Supply Ratio(ESR)is not a meaningful or relevant representation of our progress towards our climate strategy.It would be imprudent for us to disclose the proposed ESR because it

67、is a nascent metric that does not have a standardized industry-wide methodology,which limits its comparability and usefulness to shareholders.Moreover,preparation of an ESR would not be a prudent use of our resources.Publication of the proposed ESR may lead to the expectation that we manage and demo

68、nstrate progress against a new metric that is not integrated into our business strategy,as well as it is unclear what the expected ESR should be over time.Overview of Shareholder Proposal121End NotesThese notes refer to the financial metrics and/or defined terms presented on Slide 31.Net Income repr

69、esents net income applicable to Morgan Stanley.2.Return on average tangible common equity(ROTCE)represents net income applicable to Morgan Stanley less preferred dividends as a percentage of average tangible common equity.Average tangible common equity represents average common equity adjusted to ex

70、clude goodwill and intangible assets net of allowable mortgage servicing rights deduction.ROTCE and average tangible common equity are non-GAAP financial measures that the Firm considers useful for analysts,investors and other stakeholders to assess operating performance.Efficiency Ratio represents

71、total non-interest expenses as a percentage of net revenues.3.Common Equity Tier 1(CET1)Ratio is based on the Basel III Standardized Approach Fully Phased-in rules and is as of year-end.4.Total Shareholder Return(TSR)represents the change in share price over a period of time plus the dividends paid

72、during such period,expressed as a percentage of the share price at the beginning of such period.Source:Bloomberg.These notes refer to the financial metrics and/or defined terms presented on Slide 51.Average Length of Service reflects total years of service at Morgan Stanley as of January 10,2025.Man

73、aging Directors include promotions and notified terminations as of January 10,2025.2.Percentage of total management committee members and managing directors,as of January 10,2025,who have served in more than one business division or more than one country with Morgan Stanley.For managing directors,th

74、ose hired via an acquisition are excluded.These notes refer to the financial metrics and/or defined terms presented on Slide 61.EPS represents diluted earnings per share and calculated using earnings applicable to Morgan Stanley common shareholders divided by diluted common shares outstanding.2024 Y

75、oY growth rate of 38%is calculated using the adjusted 2023 EPS metric of$5.76.For the year ended December 31,2023,the EPS has also been adjusted to exclude expense items which were highlighted in Morgan Stanleys Annual Report on Form 10-K for the year ended December 31,2023.This adjusted metric is a

76、 non-GAAP financial measure that the Firm considers useful to us,investors,analysts,and other stakeholders by providing further transparency about,or an alternate means of assessing or comparing,our financial condition.Severance costs of$353 millionLegal expenses relating to a specific matter of$249

77、 millionIntegration-related expenses of$293 millionFederal Deposit Insurance Corporation special assessment of$286 million2.Regulatory Requirement Including Buffers includes the regulatory minimum,Stress Capital Buffer and G-SIB capital surcharge,as of year-end for each respective year.G-SIB capital

78、 surcharge is an additional risk-based capital surcharge to which U.S.G-SIBs are subject,which must be satisfied using CET1 capital and which functions as an extension of the capital conservation buffer.The surcharge is calculated based on the G-SIBs size,interconnectedness,cross-jurisdictional acti

79、vity,and complexity and substitutability(“Method 1”)or use of short-term wholesale funding(“Method 2”),whichever is higher.Diluted EPS($)Earnings applicable to Morgan Stanley common shareholders($MM)Reported Metrics-GAAP5.18 8,530 Adjustment for Severance costs0.16 269 Adjustment for Legal expenses0

80、.14 234 Adjustment for Integration-related expenses0.14 226 Adjustment for FDIC special assessment0.13 218 Total Adjustment0.58 947 Adjusted Metrics-non-GAAP 5.76 9,477 Twelve Months Ended December 31,202322Stress Capital Buffer(SCB)is determined by the Federal Reserve for each large Bank Holding Co

81、mpany,including the Firm,as part of its annual capital supervisory stress testing process.The SCB applies only with respect to Standardized Approach risk-based capital requirements and replaced the CET1 capital conservation buffer of 2.5%.The SCB is the greater of(i)the maximum decline in our CET1 c

82、apital ratio under the severely adverse scenario over the supervisory stress test measurement period plus the sum of the four quarters of planned common stock dividends divided by the projected risk weighted assets from the quarter in which the Firms projected CET1 capital ratio reaches its minimum

83、in the supervisory stress test and(ii)2.5%.The supervisory stress test assumes that Bank Holding Companies generally maintain a constant level of assets and risk weighted assets throughout the projection period.A firms SCB is subject to revision each year,taking effect from October 1 to reflect the

84、results of the Federal Reserves annual supervisory stress test.3.4Q Dividend Per Share represents the dividend per share in the fourth quarter of each respective year.These notes refer to the financial metrics and/or defined terms presented on Slide 71.Wealth Management(WM)&Investment Management(IM)

85、Net Revenues represent the sum of reported net revenues for the two segments.WM and IM Asset Management revenues represent the sum of Asset Management and Asset Management and related fees(AM and Related Fees),as reported in each respective segment in the Morgan Stanley Fourth Quarter 2024 Financial

86、 Supplement.WM Other and IM PBI represent the sum of Other and Performance-based income and Other as reported in each respective segment in the Morgan Stanley Fourth Quarter 2024 Financial Supplement.The combined WM and IM includes intersegment activity as a result of each segment reporting revenue

87、or expense from transactions“as if”with external parties,and the Firm eliminates the intersegment activity in its consolidated Firm results.The combined Net Revenues includes intersegment activity of$240MM,and$282MM in 2023 and 2024,respectively.2.Client Assets represent the sum of the reported WM c

88、lient assets and IM assets under management(AUM).WM client assets represent those assets for which WM is providing services including financial advisor-led brokerage,custody,administrative and investment advisory services;self-directed brokerage and investment advisory services;financial and wealth

89、planning services;workplace services,including stock plan administration,and retirement plan services.Certain WM client assets are invested in IM products and are therefore also included in IMs AuM.Investment Management assets under management or supervision(AUM)represents reported AUM of Morgan Sta

90、nley Investment Management as of period end.3.Wallet Share represents the percentage of Morgan Stanleys Institutional Securities(ISG)segment net revenues to the Wallet.The Wallet represents Investment Banking(IBD),Equity Sales&Trading and Fixed Income Sales&Trading net revenues,where applicable,for

91、Morgan Stanley and the following peer set:Bank of America,Barclays,Citigroup,Deutsche Bank,Goldman Sachs,JP Morgan,and UBS.For 2023,the peer set includes Credit Suisse,prior to UBS acquisition completed in June 2023.The attainment of these Wallet Share positions assumes a normal market environment a

92、nd may be impacted by external factors that cannot be predicted at this time,including geopolitical,macroeconomic and market conditions and future legislation and regulations and any changes thereto.The Wallet Share previously has been used as an indicator of performance for the ISG and was formaliz

93、ed as a long-term goal in January 2025.For peers that disclose results between multiple segments,assumptions have been made based on company disclosures.European peer results were translated to USD using average exchange rates for the appropriate period,sourced from Bloomberg.These notes refer to th

94、e financial metrics and/or defined terms presented on Slide 81.Share prices pulled as of 12/31/2023 and 12/31/2024 to calculate a 1-year TSR.2.Share prices pulled as of 12/31/2021 and 12/31/2024 to calculate 3-year TSR3.Share prices pulled as of 12/31/2019 and 12/31/2024 to calculate 5-year TSR4.Glo

95、bal peers include:Bank of America,Barclays,Citigroup,Deutsche Bank,Goldman Sachs,JP Morgan,UBS and Wells Fargo.These notes refer to the financial metrics and/or defined terms presented on Slide 101.Long Term Goals,The attainment of these objectives assumes a normal market environment and may be impa

96、cted by external factors that cannot be predicted at this time,including geopolitical,macroeconomic and market conditions and future legislation and regulations and any changes thereto.Please also refer to the Notice on Slide 26 of this presentation.2.Wealth Management Pre-Tax Margin represents inco

97、me(loss)before provision for income taxes as a percentage of net revenues.End Notes23End NotesThese notes refer to the financial metrics and/or defined terms presented on Slide 151.Shares Outstanding(Unaligned)are shares of Morgan Stanley common stock outstanding,excluding shares held in employee pl

98、an trusts and shares held by MUFG,which has two representatives on the Firms Board and with which the Firm has a global strategic alliance.Information is as of the first quarter of 2024(ownership available at the time of the 2024 annual meeting of shareholders)and was provided by the Firms proxy sol

99、icitor,D.F.King&Co.,Inc.Shares outstanding represents end-of-period common shares outstanding.These notes refer to the financial metrics and/or defined terms presented on Slide 161.Overhang represents the number of shares underlying outstanding employee equity awards and available for future employe

100、e equity awards as a percentage of weighted average common shares outstanding for the period.2.Burn rate represents the number of employee shares granted per year pursuant to equity awards as percent of weighted average common shares outstanding for the period.These notes refer to the financial metr

101、ics and/or defined terms presented on Slide 181.As part of his or her formal duties and responsibilities,the Independent Lead Director shall:Board Governance and LeadershipPreside at all meetings of the Board at which the Chairman is not present;Have the authority to call,and lead,non-management dir

102、ector sessions and independent director sessions;Help facilitate communication among the Chairman and CEO and the non-management and independent directors,including serving as liaison between the Chairman and the independent directors;Approve the types and forms of information sent to the Board;Soli

103、cit the non-management directors for advice on agenda items for meetings of the Board and executive sessions to help facilitate Board focus on key issues and topics of interest to the Board;Be available,if requested,to meet with the Firms primary regulators;andBe available,if requested by major shar

104、eholders,for consultation and direct communication in accordance with the Corporate Governance Policies.Advising the Chairman and CEOCommunicate with the Chairman and CEO between meetings and act as a sounding board and advisor;Consult with the non-management and independent directors and advise the

105、 Chairman and CEO of the Boards informational needs;Collaborate with the Chairman and CEO in developing the agenda for meetings of the Board;Approve Board meeting agendas and the schedule of Board meetings to assure that there is sufficient time for discussion of all agenda items;Have authority to r

106、equest inclusion of additional agenda items;andCommunicate with the Chairman and CEO and other members of management,as appropriate,about decisions reached,suggestions and views expressed by non-management directors in executive sessions or outside of Board meetings.Board Effectiveness and Successio

107、n PlanningLead the annual evaluation of the performance and effectiveness of the Board,including consultation with each non-management director regarding Board performance and effectiveness and,as necessary,individual director performance;Help facilitate the efficient and effective functioning and p

108、erformance of the Board;Help facilitate discussion and open dialogue among non-management directors during Board meetings,executive sessions and outside of Board meetings;Consult with the Chair of the Governance and Sustainability Committee on Board succession planning and Board Committee appointmen

109、ts;Coordinate with the Chair of the Governance and Sustainability Committee on recruiting and interviewing candidates for the Board;andConsult with the Chair of the CMDS Committee on the annual evaluation of the performance of the CEO.2.Data and metrics are as of the date of the annual meeting and a

110、re based on information self-identified by each director nominee.24These notes refer to the financial metrics and/or defined terms presented on Slide 191.Director ages and tenures are as of the annual meeting date.For a detailed description of each directors professional experience and qualification

111、s,skills and attributes,see“Director Nominees”of the 2025 Proxy Statement.None of the webpages,policies or reports referenced herein are deemed part of,or incorporated by reference in,this document or any other filing with the Securities and Exchange Commission.End Notes25Notice The information prov

112、ided herein includes certain non-GAAP financial measures.The definition of such measures and/or the reconciliation of such measures to the comparable U.S.GAAP figures are included in this presentation,or in Morgan Stanleys(the Firm)Annual Report on Form 10-K,Definitive Proxy Statement,Quarterly Repo

113、rts on Form 10-Q and the Firms Current Reports on Form 8-K,as applicable,including any amendments thereto,which are available on ,or within this presentation.The End Notes are an integral part of this presentation.This presentation may contain forward-looking statements including the attainment of c

114、ertain financial and other targets,and objectives and goals.You are cautioned not to place undue reliance on forward-looking statements,which speak only as of the date on which they are made,which reflect managements current estimates,projections,expectations,assumptions,interpretation or beliefs an

115、d which are subject to risks and uncertainties that may cause actual results to differ materially.The Firm does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of forward-looking statements.For a discussion of risk

116、s and uncertainties that may affect the future results of the Firm,please see the Firms most recent Annual Report on Form 10-K,Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,as applicable,which are available on .This presentation is not an offer to buy or sell any security.For information and impact of the Firms acquisitions,please refer to prior period filings of the Firms Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.The statements in this presentation are current only as of their respective dates.