Thérèse Esperdy
MOODYS CORP /DE/About Thérèse Esperdy
Independent director of Moody’s Corporation since March 2019; age 64. Former Global Chairman of the Financial Institutions Group at JPMorgan Chase & Co. with three decades in global investment banking and capital markets; holds an MPPM from Yale University (1989) and a B.A. from Chestnut Hill College (1983). Serves on the Audit Committee and the Governance & Nominating Committee; the Board has determined she is independent under NYSE and Company standards. In 2024, the Board met six times and all incumbent directors attended at least 75% of Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Global Chairman, Financial Institutions Group | 2014–2015 | Led FIG globally through challenging market cycles; strategic/capital markets expertise |
| JPMorgan Chase & Co. | Senior banking and capital markets roles | 1997–2014 | Senior leadership across banking/capital markets |
| Lehman Brothers | Banking and capital markets roles | 1989–1997 | Investment banking leadership experience |
External Roles
| Organization | Role | Tenure | Committee roles/notes |
|---|---|---|---|
| Imperial Brands PLC | Non‑Executive Director (Public) | 2016–Present | Public company governance experience |
| National Grid plc | Non‑Executive Director (Public) | 2014–2023 | Prior public company board service |
Board Governance
- Committees: Audit (member) and Governance & Nominating (member). She does not hold a committee chair role. 2024 meetings: Audit (8), Governance & Nominating (5).
- Independence: Determined independent; all three key committees (Audit, Compensation & Human Resources, Governance & Nominating) are fully independent.
- Attendance: Board met six times in 2024; all incumbent directors attended at least 75% of Board and committee meetings.
- Executive sessions: Independent directors meet in regular executive sessions led by the independent Chairman.
- Trading/hedging policy: Company prohibits short sales, buying on margin, pledging, and derivative hedging of Moody’s securities by directors.
- Related-party safeguards: Audit Committee oversees related‑person transactions; approval required and conflicts restricted by policy.
Fixed Compensation (Non‑Employee Director Pay)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $120,000 | Paid quarterly; no per‑meeting fees |
| Committee chair fees | $0 | Applies only to committee chairs; not applicable to Ms. Esperdy |
| Board Chair fee | $0 | Not applicable; separate to Chair of Board only |
| Perquisites | < $10,000 | Aggregate perqs per director under $10,000; travel reimbursed |
| 2024 total director compensation | $330,038 | Fees earned $120,000; Stock awards $210,038; Total $330,038 |
Performance Compensation (Director Equity and Terms)
| Grant/Term | Details | Vesting/Conditions |
|---|---|---|
| 2024 RSU grant (grant date) | February 21, 2024 | Standard annual grant to non‑employee directors |
| 2024 RSUs (shares) | 561 | Granted under 1998 Directors Plan |
| Grant date fair value | $210,038 | Accounting grant date value |
| Vesting | Full vest after one year | One‑year cliff vest from grant date |
| Dividend equivalents | Accrue on RSUs | Paid upon settlement |
| Deferral election | Elected to defer 2024 RSUs | Deferred settlement until after Board service |
| Change in control | Unvested RSUs vest and settle in lump sum | CIC acceleration per plan |
| Options outstanding (12/31/2024) | None | No outstanding stock options for non‑employee directors |
| Clawback framework | Comprehensive clawback policy covers cash incentives and equity awards | Company‑wide policy noted in governance highlights |
Note: Non‑employee director equity is time‑based RSUs; no performance metrics or PSU structures apply to directors.
Other Directorships & Interlocks
- The Board considered that some directors, including Ms. Esperdy, serve at entities that are rated or issue securities rated by Moody’s; related fees from each such entity were <1% of annual revenues of both Moody’s and the respective entity in 2024, and the Board found no relationships contrary to independence standards.
Expertise & Qualifications
- Extensive global investment banking and financial markets experience; strategic and capital markets expertise relevant to Moody’s customers and strategy.
- Led a major bank division through challenging cycles; senior leadership and risk management credentials.
- Public company board experience at UK‑listed companies, enhancing governance perspective and international oversight.
- Education: MPPM (Yale, 1989); B.A. (Chestnut Hill College, 1983).
Equity Ownership
| Item | Amount/Status |
|---|---|
| Shares beneficially owned (12/31/2024) | 3,667 shares |
| Options exercisable/within 60 days | 0 |
| RSUs vesting within 60 days of 12/31/2024 | 565 |
| Unvested RSUs outstanding (12/31/2024) | 565 |
| Ownership as % of shares outstanding | <1% |
| Director stock ownership guidelines | 5x annual cash retainer ($600,000) within 5 years; restricted shares/RSUs count |
| Compliance with guidelines (12/31/2024) | In compliance (all non‑employee directors) |
| Hedging/pledging | Prohibited by Company policy |
Insider Trading and Section 16 Compliance
| Item | Detail |
|---|---|
| Late Section 16 filings (2024) | Two Form 4 filings for Ms. Esperdy covering a combined 15 shares were delayed due to untimely broker notice (for both Ms. Esperdy and her husband). |
| Outstanding stock options | None as of 12/31/2024. |
| Insider trading controls | Pre‑clearance, window periods, and prohibitions on short sales, hedging, margin and pledging apply to directors. |
Governance Assessment
- Board effectiveness: Her Audit and Governance & Nominating Committee roles align with her banking, risk, and governance background; independence affirmed; committees are fully independent.
- Attendance/engagement: The Board met six times; all incumbents met at least the 75% threshold across Board/committee meetings, and all directors elected in 2024 attended the Annual Meeting.
- Compensation alignment: Director pay is a competitive mix of cash retainer and time‑based RSUs; no per‑meeting fees; robust stock ownership guidelines (5x retainer) and explicit anti‑hedging/anti‑pledging support alignment.
- Conflicts/related‑party exposure: The Board evaluates affiliations with rated entities; 2024 fees related to such affiliations were <1% for each entity, and independence was maintained.
- RED FLAGS: Two late Form 4s in 2024 covering a de minimis 15 shares due to broker notice delays; process issue appears immaterial but worth monitoring for future timeliness.