Monday, December 9, 2024
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Proxy adviser Institutional Shareholder Services (ISS) has recommended that Morgan Stanley shareholders vote against the management’s proposal to ratify former CEO James Gorman’s pay. Gorman stepped down as the CEO of the investment bank at the beginning of the year after more than a decade in the top job.

ISS cited “significant concerns surrounding one-time awards granted to three named executive officers in connection with the CEO transition” as the basis for its recommendation. It expressed particular concern about the “sizable supplemental pay opportunity” resulting from an overlapping approach to compensation and the lack of performance criteria for a significant portion of the award.

Morgan Stanley declined to comment on ISS’s recommendation.

In October, Morgan Stanley awarded its newly appointed CEO Ted Pick and two other executives, Andy Saperstein and Dan Simkowitz, who were considered for the top job, one-time bonuses of $20 million each. These performance-linked stock awards were based on fair value calculations of the bank’s stock price at the time and are set to vest in 2027.

ISS highlighted that Gorman’s proposed pay of approximately $32.9 million in 2023 exceeded the CEO peer median of around $26.8 million.

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