Morgan Stanley 2014 Annual Report Download - page 26

and soundness. The scope and content of 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, the SEC must direct
listing exchanges to require companies to implement policies relating to disclosure of incentive-based
compensation that is based on publicly reported financial information and the clawback of such compensation
from current or former executive officers following certain accounting restatements.
In addition to the guidelines issued by the Federal Reserve and referenced above, the Company’s compensation
practices may also be impacted by other regulations, including those relating to the E.U. CRD IV, the Alternative
Investment Fund Managers Directive, the fifth Undertakings for Collective Investment in Transferable Securities
Directive, the Markets in Financial Instruments Directive and the future second Markets in Financial Instruments
Directive and Regulation. 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 local Member State regulations, including, amongst others, a cap on the ratio of variable
remuneration to fixed remuneration and other variable remuneration restrictions. 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 March 2, 2015 are set forth below.
Business experience for the past five years is provided in accordance with SEC rules.
Gregory J. Fleming (52). Executive Vice President (since February 2010), President of Investment
Management (since February 2010) and President of Wealth Management of Morgan Stanley (since January
2011). President of Research of Morgan Stanley (February 2010 to January 2011). Senior Research Scholar at
Yale Law School and Distinguished Visiting Fellow of the Center for the Study of Corporate Law at Yale Law
School (January 2009 to December 2009). President of Merrill Lynch & Co., Inc. (“Merrill Lynch”) (February
2008 to January 2009). Co-President of Merrill Lynch (May 2007 to February 2008). Executive Vice President
and Co-President of the Global Markets and Investment Banking Group of Merrill Lynch (August 2003 to May
2007).
James P. Gorman (56). 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 (48). 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
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