Stephen Tulenko
MOODYS CORP /DE/About Stephen Tulenko
President of Moody’s Analytics since November 1, 2019, Stephen Tulenko joined Moody’s in 1990 and previously led Enterprise Risk Solutions (2013–2019) along with Sales, Customer Service, and Marketing for Moody’s Analytics; earlier he held product roles at Moody’s Investors Service. He holds an MBA from NYU Stern and a BA in Economics and Business Administration from the University of Notre Dame . In 2024, Moody’s delivered 20% revenue growth to $7,088 million, GAAP EPS up 29% and adjusted EPS up 26%, with MIS revenue +33% and MA revenue +8%—performance that informed incentive outcomes; within MA, key achievements under Tulenko included 9.4% ARR growth and a 30.7% adjusted operating margin . Company TSR ranked at the 72nd percentile vs peers for 1-year and 67th percentile for 3-year through 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Moody’s Analytics | President | Appointed Nov 1, 2019 | Led integration of RMS, drove ARR growth and margin expansion; advanced platform engineering and GenAI integration |
| Moody’s Analytics | Executive Director, Enterprise Risk Solutions | 2013–2019 | Scaled ERS; leadership across risk solutions prior to MA presidency |
| Moody’s Analytics | Sales, Customer Service & Marketing (lead) | Pre-2013 (year not specified) | Drove commercial execution and customer success |
| Moody’s Investors Service | Various product roles | Prior to MA formation | Product development and strategy groundwork |
External Roles
- Not disclosed in filings reviewed. If applicable roles exist, they were not reported in the cited documents.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 581,250 | 625,000 | 700,000 (paid in year); base as of Dec 31, 2024 increased to $750,000 |
| Target Annual Cash Incentive ($) | 840,000 | 976,000 | 1,250,000 |
| Actual Annual Cash Incentive Paid ($) | 840,000 | 976,000 | 1,250,000 (100% of target) |
| All Other Compensation ($) and Composition | 26,709 | 12,962 | 14,022 (Defined contribution $10,350; dividends $3,672) |
Performance Compensation
| Element | Metric | Weighting | Target | Actual/Outcome | Payout/Range | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Incentive | Financial metrics (MIS Op Inc, MA Op Inc, MA ARR) | 67% | See plan targets below | Achieved per plan; Tulenko paid 100% of target | 0–200% pool funding; individual paid 100% | Cash, paid Mar 7, 2025 |
| 2024 Annual Incentive | Strategic & Operational OKRs | 33% | Firm-wide OKR focus areas (customer NPS/NER, GenAI launches, risk mgmt, inclusion) | Directional achievement assessed; combined with financials → 100% payout for Tulenko | Incorporated in 0–200% framework | Cash |
| 2024–2026 Performance Shares | MCO EPS (adj.) | 50% | Company-set 3-year targets | Earned at cycle-end based on performance | 0–200% of target | Vests Mar 1, 2027 (subject to service) |
| 2024–2026 Performance Shares | MIS Ratings Performance | 25% | Proprietary internal accuracy metrics | Evaluated at cycle-end | 0–200% of target | Mar 1, 2027 |
| 2024–2026 Performance Shares | MA Cumulative Revenue | 25% | Company-set 3-year targets | Evaluated at cycle-end | 0–200% of target | Mar 1, 2027 |
| 2024 MA Growth Accelerator Award (PSUs) | MA ARR CAGR & MA Adjusted Operating Margin (4-year) | 67% of special award | Double-digit ARR CAGR and margin targets through 2027 | Earned only for “stretched” performance | 0–200% of target | Vests Mar 1, 2028 (service required) |
| 2024 MA Growth Accelerator Award (Options) | Stock options | 33% of special award | N/A | Value realized only if stock price > strike | N/A | 50% vests at 2 years; 50% at 4 years; expire 2034 |
Plan targets and actuals for 2024 financial metrics:
| 2024 Annual Incentive Metrics | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| MIS Operating Income for Compensation Purposes ($M) | 1,347 | 1,823 | 2,298 | 2,330 |
| MA Operating Income for Compensation Purposes ($M) | 549 | 676 | 804 | 690 |
| MA Sales/ARR for Compensation Purposes ($M) | 3,012 | 3,312 | 3,462 | 3,278 |
2022–2024 performance share cycle (earned 21.8% of target; shown for context):
| Metric | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| MCO EPS for Compensation Purposes ($) | 36.25 | 42.65 | 51.18 | 30.94 |
| MA Revenue for Compensation Purposes ($M) | 8,573 | 10,085 | 12,103 | 9,120 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,714 shares; options exercisable within 60 days: 8,511; RSUs vesting within 60 days: 1,419; <1% of shares outstanding |
| Stock Ownership Guidelines | Executives must hold 3× base salary; 75% net shares retention until met; options and unearned PSUs excluded; as of 12/31/24, all NEOs were in compliance |
| Hedging/Pledging | Prohibited: no short sales, margin purchases, pledging, or derivative hedges; 10b5-1 plans and pre-clearance rules apply |
| Vested vs Unvested (selected grants) | RSUs not yet vested: 244, 614, 802, 1,194, and 1,881 shares, with scheduled vesting through Mar 1, 2028 ; Unearned PSUs outstanding: 9,548; 11,286; and 36,006 shares tied to multi-year cycles incl. Growth Accelerator |
| Options (unexercised/unvested) | 5,853 annual options (2024 grant) and 27,279 Growth Accelerator options unvested; strike $372.16; expiry in 2034 |
Equity Grant Detail (2024)
| Grant Type | Grant Date | Target/Units | Max Units | Exercise Price | Grant Date FMV ($) | Vesting |
|---|---|---|---|---|---|---|
| Annual Performance Shares | 2/20/2024 | 5,643 | 11,286 | N/A | 2,100,099 | Mar 1, 2027 (service; performance 2024–2026) |
| RSUs | 2/20/2024 | 1,881 | N/A | N/A | 700,033 | 4 equal installments: Mar 1, 2025–2028 |
| Options (Annual) | 2/20/2024 | 5,853 | N/A | 372.16 | 699,960 | 25% annually over 4 years; expire 2/21/2034 |
| MA Growth Accelerator PSUs | 2/20/2024 | 18,003 | 36,006 | N/A | 6,699,996 | Vests Mar 1, 2028 (performance through 2027) |
| MA Growth Accelerator Options | 2/20/2024 | 27,279 | N/A | 372.16 | 3,299,941 | 50% at 2 years; 50% at 4 years; expire 2/21/2034 |
Employment Terms
| Category | Key Terms |
|---|---|
| Employment Agreements | No individual employment agreements; U.S. executives are at-will |
| Clawback | Comprehensive policy exceeding NYSE minimums; recoupment for restatements (with or without misconduct), unlawful activity/fraud, or material financial harm from intentional/willful misconduct |
| Career Transition Plan (CTP) | Severance upon RIF/job elimination/unsatisfactory performance/mutual separation initiated by Company: typically 52 weeks salary continuation (26 weeks for performance terminations or <1 year service), continued benefits and outplacement; pro-rata target bonus if employed ≥6 months; restrictive covenants during payment period |
| Change-in-Control Severance Plan (CICP) | Double-trigger (termination within 90 days before or 2 years after CoC): 2× base salary + 2× target annual incentive for NEOs; continued medical/dental for 2 years; two-year non-compete/non-solicit; no excise tax gross-ups |
| Potential Payments (Stephen Tulenko) | CoC total: $25,673,655 comprising cash $4,000,000, continued health benefits $52,685, and equity awards $21,620,970; other termination scenarios shown in proxy table |
Performance & Track Record
| Area | 2024 Highlights |
|---|---|
| Company | Revenue $7,088M (+20% YoY); GAAP diluted EPS $11.26 (+29% YoY); adjusted diluted EPS $12.47 (+26% YoY); operating income $2,875M (+35% YoY) |
| Moody’s Analytics (MA) | 9.4% ARR growth; 30.7% adjusted operating margin; improved sales productivity and GenAI-driven efficiency; strategy update and platform engineering advances |
| TSR | 1-year MCO TSR 22.16% vs S&P 500 24.89%; peer percentile 72nd (1-year), 67th (3-year) |
Governance & Shareholder Feedback
- Say-on-Pay: ~93% support at 2024 annual meeting; five-year average support >90% .
- Compensation peer group includes S&P Global, MSCI, Gartner, ICE, Global Payments, Workday, among others; Moody’s ranks 76th percentile in market cap and 46th percentile in revenues within peers .
Compensation Mix & Trends (Multi-Year)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 581,250 | 625,000 | 700,000 |
| Stock Awards (RSUs & PSUs FMV) | 1,599,959 | 1,879,775 | 9,500,128 (includes Growth Accelerator PSUs) |
| Option Awards (FMV) | 399,965 | 470,037 | 3,999,901 (includes Growth Accelerator options) |
| Non-Equity Incentive | 840,000 | 976,000 | 1,250,000 |
| Change in Pension Value | — | 357,432 | 190,568 |
| All Other Compensation | 26,709 | 12,962 | 14,022 |
| Total | 3,447,883 | 4,321,206 | 15,654,619 |
Retirement & Deferred Compensation
| Plan | Years Credited | Present Value ($) / Balance ($) |
|---|---|---|
| Retirement Account (Defined Benefit) | 33.5000 years | 927,708 |
| Pension Benefit Equalization Plan (PBEP) | 33.5000 years | 1,930,292 |
| Deferred Compensation Plan (DCP) | — | Aggregate balance $542,483; 2024 aggregate earnings $53,201 |
Policy Red Flags & Risk Indicators
- Hedging/pledging prohibited; robust pre-clearance and window policies .
- No single-trigger CoC cash payments; double-trigger only and no excise tax gross-ups .
- Discretionary bonuses: none disclosed for Tulenko; annual incentive determined by formula and qualitative OKRs .
- Related-party transactions not identified involving Tulenko .
Investment Implications
- Strong pay-for-performance alignment: Tulenko’s 2024 equity is largely performance-based with multi-year PSUs tied to MA ARR CAGR and margin plus company EPS/revenue goals, reinforcing retention and execution toward medium-term growth .
- Insider selling pressure risk appears mitigated by strict anti-hedging/pledging rules, ownership guidelines (3× salary, 75% retention), and double-trigger CoC terms; equity value exposure remains high given significant outstanding PSUs/options .
- Retention risk addressed via Growth Accelerator awards with deferred vesting and “stretched” targets—awards pay only if MA meets aggressive ARR/margin goals, aligning Tulenko’s upside with MA value creation .
- Governance quality signals: consistent high say-on-pay support (~93%), use of independent consultant (Meridian), and clawback policy exceeding NYSE minimums support shareholder alignment .