Morgan Stanley 2015 Annual Report Download - page 17

the Federal Reserve’s policies on executive compensation are continuing to develop and may change based on findings from
its peer review process, and the Company expects that these policies will evolve over a number of years.
The Company is subject to the compensation-related provisions of the Dodd-Frank Act, which may impact its compensation
practices. Pursuant to the Dodd-Frank Act, among other things, federal regulators, including the Federal Reserve, must
prescribe regulations to require covered financial institutions, including the Company, to report the structures of all of their
incentive-based compensation arrangements and prohibit incentive-based payment arrangements that encourage
inappropriate risk taking by providing employees, directors or principal shareholders with compensation that is excessive or
that could lead to material financial loss to the covered financial institution. In April 2011, seven federal agencies, including
the Federal Reserve, jointly proposed an interagency rule implementing this requirement. Further, pursuant to the Dodd-
Frank Act, in July 2015, the SEC proposed rules that would direct stock exchanges to require listed companies to implement
clawback policies to recover incentive-based compensation from current or former executive officers in the event of certain
financial restatements and would also require companies to disclose their clawback policies and their actions under those
policies.
The Company’s compensation practices may also be impacted by regulations in other jurisdictions. The Company’s
compensation practices with respect to certain employees whose activities have a material impact on the risk profile of the
Company’s E.U. operations are subject to the CRD IV and related E.U. and Member State regulations, including, amongst
others, a cap on the ratio of variable remuneration to fixed remuneration and clawback arrangements in relation to variable
remuneration paid in the past. In the U.K., the remuneration of certain employees of banks and other firms is governed by the
Remuneration Codes in the PRA and FCA Handbooks, including since January 1, 2014, provisions that implement the CRD
IV as well as additional U.K. requirements.
For a discussion of certain risks relating to the Company’s regulatory environment, see “Risk Factors” in Part I, Item 1A.
Executive Officers of Morgan Stanley.
The executive officers of Morgan Stanley and their ages and titles as of February 23, 2016 are set forth below. Business
experience for the past five years is provided in accordance with SEC rules.
Jeffrey S. Brodsky (51). Executive Vice President and Chief Human Resources Officer of Morgan Stanley (since January
2016). Vice President and Global Head of Human Resources (January 2011 to December 2015). Co-Head of Human
Resources (January 2010 to December 2011). Head of Morgan Stanley Smith Barney Human Resources (June 2009 to
January 2010).
James P. Gorman (57). Chairman of the Board of Directors and Chief Executive Officer of Morgan Stanley (since
January 2012). President and Chief Executive Officer (January 2010 through December 2011) and member of the Board of
Directors (since January 2010). Co-President (December 2007 to December 2009) and Co-Head of Strategic Planning
(October 2007 to December 2009). President and Chief Operating Officer of Wealth Management (February 2006 to April
2008).
Eric F. Grossman (49). Executive Vice President and Chief Legal Officer of Morgan Stanley (since January 2012). Global
Head of Legal (September 2010 to January 2012). Global Head of Litigation (January 2006 to September 2010) and General
Counsel of the Americas (May 2009 to September 2010). General Counsel of Wealth Management (November 2008 to
September 2010). Partner at the law firm of Davis Polk & Wardwell LLP (June 2001 to December 2005).
Keishi Hotsuki (53). Executive Vice President (since May 2014) and Chief Risk Officer of Morgan Stanley (since May
2011). Interim Chief Risk Officer (January 2011 to May 2011) and Head of Market Risk Department (March 2008 to April
2014). Director of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (since May 2010). Global Head of Market Risk
Management at Merrill Lynch (June 2005 to September 2007).
Colm Kelleher (58). President of Morgan Stanley (since January 2016). Executive Vice President (October 2007 to
January 2016). President of Institutional Securities (January 2013 to January 2016). Head of International (January 2011 to
January 2016). Co-President of Institutional Securities (January 2010 to December 2012). Chief Financial Officer and Co-
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