Bruce Van Saun
MOODYS CORP /DE/About Bruce Van Saun
Bruce Van Saun (age 67) is an independent director of Moody’s Corporation, serving since March 2016. He is Chairman and CEO of Citizens Financial Group and previously served as Group Finance Director of RBS; his background spans senior roles at major U.S. and European banks. He holds an MBA in Finance from the University of North Carolina (1983) and a B.S. in Business Administration from Bucknell University (1979). His board skills emphasize financial expertise, leadership, public company governance, legal/regulatory and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Royal Bank of Scotland Group plc | Group Finance Director | 2009–2013 | Senior finance leadership during strategic transactions and transformation |
| Bank of New York / BNY Mellon | Various senior positions | 1998–2009 | Executive roles across finance/strategy; experience in regulated banking |
| Deutsche Bank; Wasserstein Perella; Kidder Peabody & Co. | Various positions | Earlier career | Investment banking, corporate finance grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Citizens Financial Group, Inc. (public) | Chairman & CEO; Director | 2013–present | Large regional bank; public company board service |
| The Clearing House Supervisory Board | Board member | Since 2013 | Payments and clearing industry oversight |
| Bank Policy Institute | Rotating board member | 2018–2024 | Banking policy and advocacy |
| Federal Reserve Bank of Boston | Board member | 2018–2022 | Regional Fed governance exposure |
Board Governance
- Committee assignments: Compensation & Human Resources (member) and Governance & Nominating (member); not a chair. The Compensation & HR Committee met 6 times in 2024; Governance & Nominating met 5 times, and the Board met 6 times. All incumbent directors attended at least 75% of Board and committee meetings; directors elected in 2024 attended the annual meeting .
- Independence: The Board determined Mr. Van Saun is independent under NYSE and Moody’s standards; all standing committees he serves on are fully independent .
- Executive sessions: Independent directors meet in regular executive session led by the independent Chairman of the Board .
- Anti-hedging/pledging: Directors are subject to strict prohibitions on short sales, margin purchases, pledging, and derivative hedging of Moody’s securities .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Equity Award ($) | Equity Grant Detail |
|---|---|---|---|---|---|
| 2024 | 120,000 | 0 (not a chair) | 0 (none provided) | 210,038 | RSU grant on Feb 21, 2024 under 1998 Directors Plan; non-chair grant sized at ~$210k; one-year vest; dividend equivalents paid upon settlement; deferral allowed |
Notes:
- No per-meeting fees; program pays annual retainer plus chair fees (not applicable to Van Saun) and annual equity grant; program was reviewed against peers and found competitively positioned .
- In 2024 the Board increased retainer to $120,000 and annual equity awards to $210,000 for directors; chair and chairman retainers also increased (not applicable to Van Saun) .
Performance Compensation
| Element | Applicability | Notes |
|---|---|---|
| Performance-based cash bonus | Not applicable | Moody’s directors are paid retainers; no director cash bonus program disclosed . |
| Performance share units (PSUs) | Not applicable | Director equity is time-based RSUs with one-year vesting; no PSUs for directors disclosed . |
Other Directorships & Interlocks
| Company | Type | Relationship to Moody’s | Governance Consideration |
|---|---|---|---|
| Citizens Financial Group (CFG) | Public company where Van Saun is Chairman & CEO | CFG is a rated entity; directors may be affiliated with issuers rated by Moody’s Ratings | Board’s independence assessment considered such affiliations; associated fees from each such entity accounted for <1% of annual revenues for Moody’s and the other entities; independence maintained under NYSE and Moody’s standards . |
| The Clearing House; Bank Policy Institute; Federal Reserve Bank of Boston | Industry bodies/regulators | Potential indirect stakeholder interactions | Board reviewed director affiliations and found nothing contrary to independence standards . |
Expertise & Qualifications
- Financial experience, leadership, public company board experience, legal/regulatory & public policy and international experience identified as primary qualifications; industry knowledge and risk management as additional qualifications .
- Active leadership of a large regulated bank provides risk, regulatory and capital markets insights relevant to Moody’s oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable (60 days) | RSUs Vesting (60 days) | Ownership as % of Outstanding |
|---|---|---|---|---|
| Bruce Van Saun | 8,264 | — | 565 | <1% |
Additional alignment:
- Unvested RSUs outstanding for 2024 grant: 565 shares (includes right to dividend equivalents for directors who elected deferral) .
- Stock ownership guideline: non-employee directors must hold shares equal to 5x cash retainer (currently $600,000); all non-employee directors were in compliance as of Dec 31, 2024 .
- Anti-pledging policy prohibits pledging Moody’s securities; no pledges disclosed for directors in 2024 .
Governance Assessment
- Committee work and independence: Van Saun serves on two key independent committees (Compensation & HR; Governance & Nominating), reinforcing board oversight of pay, succession, inclusion, governance, and director evaluation processes .
- Attendance and engagement: Board met six times; relevant committees met frequently; all incumbent directors met ≥75% attendance thresholds and directors elected in 2024 attended the annual meeting—no attendance issues flagged .
- Alignment and incentives: Director pay structure is simple and shareholder-aligned (cash retainer + time-based RSUs), with deferral elections available; no per-meeting fees or performance grants for directors; equity award and ownership guidelines promote long-term alignment .
- Potential conflicts: As CEO of a rated financial institution (CFG), Van Saun’s affiliation represents a potential perceived conflict. Moody’s applies a formal Director & Shareholder Affiliation Policy, with independence analyzed and maintained where fees with affiliated entities are <1% of revenues; audit committee oversees related-person transactions under written policies, and directors must pre-clear conflict situations with the General Counsel and Audit Committee Chair .
- Risk controls: Robust anti-hedging/anti-pledging, majority-independent board and committees, regular executive sessions, and annual board/committee evaluations support investor confidence and mitigate governance risk .
Red flags and mitigants:
- RED FLAG potential: Dual role as CFG CEO of a rated entity. Mitigated by independence review, low fee thresholds, committee independence, and conflict policies .
- No delinquent Section 16 reports are noted for Van Saun in 2024 (two late filings only for another director), and no related-person transactions involving him are disclosed, reducing governance risk signals .