Jason Phillips

About Jason Phillips

Jason Phillips is Chief Accounting Officer and Corporate Controller at Moody’s Corporation (MCO) effective April 1, 2025; he is 48, joined Moody’s in 2003, holds a B.S. in Accounting from Penn State, and is a New York CPA; he is an active member of FEI’s Financial Accounting and Reporting Roundtable and the AICPA . Company performance around his tenure includes FY2024 revenue of $7,088 million (+20% YoY), GAAP diluted EPS of $11.26 (+29% YoY), adjusted diluted EPS of $12.47 (+26% YoY), and operating income of $2,875 million (+35% YoY) . In Q3 2025, revenue was $2.0 billion (+11% YoY), diluted EPS was $3.60 (+23% YoY), and adjusted diluted EPS was $3.92 (+22% YoY) . Moody’s one-year TSR ranked at the 72nd percentile and three-year TSR at the 67th percentile versus the compensation peer group as of December 31, 2024 .

Past Roles

External Roles

Fixed Compensation

Moody’s discloses executive compensation program design; specific 2025/2026 cash compensation for Jason Phillips is not disclosed.

• No executive employment agreements for U.S. executives (including NEOs) .
• Elements and structure:
  • Base salary (fixed cash) .
  • Annual cash incentive (at-risk cash) based on MIS Operating Income, MA Operating Income, and MA Annual Recurring Revenue (ARR), plus qualitative goals; payouts are typically set in February following the performance year .
  • Long-term incentives (equity mix targeted at 20% stock options, 20% RSUs, 60% performance shares for NEOs) .
  • RSUs vest 25% per year over four years; dividend equivalents paid only upon vest .
  • Stock options vest 25% per year over four years, 10-year term, strike ≥ 100% of average high/low on grant date .
  • Clawback policy applies to cash incentives and equity for restatements, misconduct, or material financial harm .
  • Limited perquisites and no tax gross-ups on perquisites or change-in-control payments (except de minimis items disclosed) .

Performance Compensation

Performance shares metrics and outcomes are disclosed at the program level; individual awards for Jason Phillips are not disclosed.

Equity Ownership & Alignment

• Anti-hedging and anti-pledging: executives and directors prohibited from short sales, buying on margin, pledging, and derivatives that hedge Moody’s stock; 10b5-1 preclearance and window restrictions apply; trading policy includes additional restrictions for those with access to Moody’s non-public ratings information .
• Stock ownership guidelines: executives must meet robust ownership guidelines and retain 75% of net shares from equity awards until meeting their ownership goals .
• No dividends on unvested performance shares or unexercised options; RSU dividend equivalents paid only upon vesting .

Employment Terms

• Appointment: Effective April 1, 2025 as Chief Accounting Officer and Corporate Controller; no arrangement/understanding, no family relationships with directors/executives, and no related-party transactions under Item 404(a) .
• Change-in-Control Severance Plan (CICP): Double-trigger; participants (executive officers and other key employees selected by the Committee) receive 2x salary+target annual incentive and 2 years of medical/dental (CEO receives 3x and 3 years); no excise tax gross-ups .
• Equity treatment under 2001 Stock Incentive Plan:
  • Death/Disability: unvested stock options and RSUs vest in full; PSUs prorate .
  • Retirement: post–first anniversary, unvested RSUs vest in full; options continue to vest within limits; PSUs prorate .
  • Other termination: unvested RSUs forfeited after first anniversary; unvested PSUs forfeited unless Committee determines otherwise; options exercisable only to extent vested at termination .
  • Change in control: if awards assumed/substituted, unvested options/RSUs vest on termination without Cause or for Good Reason within 90 days before or two years after change; if not assumed, unvested awards vest; PSUs payable at 100% of target or cash at fair market value at change .
• Clawback policy extends to cash and equity awards under specified triggers .

Company Performance Context (Selected)

Investment Implications

• Alignment: Strong governance (no employment agreements; clawbacks; anti-pledging; ownership retention) ties executive wealth to long-term equity performance and reduces hedging/pledging risk; pay mix emphasizes PSUs/options directly linked to performance and stock price .
• Incentive rigor: 2022–2024 PSU payout at 21.8% indicates challenging performance hurdles (EPS below threshold and MA cumulative revenue between threshold and target), suggesting high bar for medium-term value creation and moderating windfall risk .
• Retention and pressure: RSU/option four-year vesting and preclearance windows can dampen near-term insider selling pressure; anti-pledging/margin restrictions further limit forced selling dynamics .
• Risk controls: Double-trigger CICP and standardized equity treatment across termination scenarios lower single-trigger acceleration risk; no tax gross-ups and limited perquisites reduce shareholder-unfriendly leakage .
• Execution: As CAO/Controller with deep reporting/policy experience, Phillips is positioned to support earnings quality and disclosure controls amid strong operating leverage and growth across MIS and MA; continued TSR and EPS momentum strengthens pay-for-performance linkage across the team .