Leslie Seidman

About Leslie F. Seidman

Independent director of Moody’s Corporation; Chair of the Governance & Nominating Committee; member of the Audit and Executive Committees. Former Chairman of the Financial Accounting Standards Board (FASB) with 30+ years in accounting, financial reporting, and regulatory oversight; recognized “audit committee financial expert.” Age 62; MCO director since December 2013. Education: M.S. in Accounting (NYU, 1985); B.A. in English (Colgate University, 1984). Certifications in cybersecurity oversight (2018) and ESG oversight (2021).

Past Roles

External Roles

Board Governance

• Independence: Board has determined Ms. Seidman is independent under NYSE and company standards; Audit, Governance & Nominating, and Compensation & Human Resources Committees are fully independent.
• Committee assignments and leadership (2024): Chair, Governance & Nominating; Member, Audit; Member, Executive. Audit Committee designated her an “audit committee financial expert.”
• Meetings and attendance: Board met 6 times in 2024; Audit (8), Governance & Nominating (5), Compensation & HR (6). All incumbent directors attended at least 75% of Board and committee meetings; all elected directors attended the 2024 annual meeting.
• Executive sessions: Independent directors meet routinely in executive session, chaired by the independent Board Chair.
• Policies reducing governance risk: Robust anti-hedging and anti-pledging policy applies to directors; prohibits short sales, buying on margin, pledging, and derivative hedging of Moody’s stock.

Fixed Compensation (Non-Employee Director; 2024)

Notes:

• 2024 program structure: No meeting fees; equity award value generally ~$210,000 for directors (RSUs), vesting after one year; Chair of the Board receives higher amounts (not applicable to Seidman).
• Directors may elect to defer cash retainers under the Deferred Compensation Plan; settlement/returns per plan options. (Election details by individual not disclosed.)

Performance Compensation

• Non-employee directors do not receive annual bonuses, options, or performance share units; equity compensation is time-based RSUs that align with shareholder value via stock price and dividend equivalents (paid at settlement). No performance metrics apply to director pay.

Other Directorships & Interlocks

• Current public board: Janus Henderson Group plc. Prior: General Electric. The Board’s independence assessment considers director affiliations with entities rated by Moody’s; associated fees from each such entity were <1% of annual revenues for both Moody’s and the entities in 2024, and the Board found nothing contrary to independence standards.

Expertise & Qualifications

• Financial reporting/accounting authority; former FASB Chairman; capital markets regulatory experience (FINRA); senior banking/audit background (JPMorgan, EY). Audit Committee “financial expert.”
• Governance leadership (Chair, Governance & Nominating Committee). Certifications in board-level cybersecurity and ESG oversight.

Equity Ownership

Additional notes:

• 2024 annual RSU grant for non-employee directors: ~561 RSUs, vesting after one year; Ms. Seidman elected to defer settlement of her 2024 RSU award (deferrals accrue dividend equivalents until settlement).

Governance Assessment

Strengths

• Deep technical accounting and regulatory expertise; designated audit committee financial expert—enhances oversight of financial reporting, internal controls, and audit quality.
• Governance leadership as Chair of the Governance & Nominating Committee, overseeing board composition, evaluation, succession, and sustainability oversight.
• Strong independence posture; board-level review of potential interlocks with rated entities found relationships immaterial (<1% revenue) and consistent with independence standards.
• Alignment with shareholders: meaningful stock ownership, time-based RSUs, and strict anti-hedging/pledging policy; all non-employee directors in compliance with ownership guidelines.
• Engagement and reliability: met Board/committee attendance expectations; attended annual meeting; no Section 16 filing delinquencies attributed to her in 2024.

Potential Risks/Red Flags

• External board service (e.g., Janus Henderson) creates potential perceived interlocks with entities that may be rated by Moody’s; however, the Board’s independence policy and thresholds mitigated conflicts in 2024.
• Director pay is standard (cash + time-based RSUs) with no performance conditions; while typical, it relies on equity value for alignment rather than explicit performance metrics.

Committee Snapshot (2024)