Vincent Forlenza
MOODYS CORP /DE/About Vincent A. Forlenza
Vincent A. Forlenza (age 71) is Chairman of the Board of Moody’s Corporation, serving as a director since April 2018 and as Chairman since April 2023; he previously served as Lead Independent Director. He is a former CEO and Chairman of Becton, Dickinson & Company (BD) and brings decades of regulated-industry operating experience. He holds an MBA from the University of Pennsylvania (1980) and a B.S. in Chemical Engineering from Lehigh University (1975). Committees: Executive (Chair), Compensation & Human Resources (Member), Governance & Nominating (Member) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Becton, Dickinson & Company (BD) | CEO; Chairman; Director | CEO (prior to 2021); Chairman (2012–2021); Director (2011–2021) | Led a large global business in a regulated industry; major M&A and corporate transformations; strategic planning/business development/new product development |
| Becton, Dickinson & Company | COO and various leadership roles (strategy, BD, R&D, segment/general management including overseas) | 1980–2011 | Deep operating track record across functions and geographies |
External Roles
| Organization | Role/Capacity | Tenure | Type |
|---|---|---|---|
| MNHI | Board/Private company role | Since 2022 | Private |
| HealthQuest Capital Management Co. LLC | Board/Private company role | Since 2021 | Private |
| MaraBio Systems Inc. | Board/Private company role | Since 2021 | Private |
| Acuitive Technologies | Board/Private company role | Since 2023 | Private |
| Lehigh University | Board of Trustees | 2020–present; 2011–2017 | Non-profit |
| The Valley Health System | Trustee | Since 2003 | Non-profit |
| Becton, Dickinson & Company | Public company directorship (prior) | 2011–2021 | Public |
Board Governance
- Leadership/roles: Chairman of the Board since April 2023; previously Lead Independent Director; as Chair, leads meetings and agendas with the CEO .
- Independence: Board determined Forlenza is independent under NYSE and Moody’s standards; all members of Audit, Compensation & HR, and Governance & Nominating Committees are independent .
- Committees: Executive (Chair), Compensation & Human Resources (Member), Governance & Nominating (Member) .
- Meetings and attendance: Board met 6 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings; Executive Committee did not meet in 2024 .
- Committee activity: Compensation & HR Committee (6 meetings) focused on CEO/senior leadership succession, engagement/performance management, inclusion, incentive programs, market comparisons . Governance & Nominating (5 meetings) oversaw board evaluations and independence, sustainability matters, CEO and director succession; Chairman conducts annual interviews with each non-employee director on performance .
- Investor support: 2025 director election results for Forlenza—For: 140,225,548; Against: 11,718,649; Abstain: 771,876; broker non-votes 9,760,822 .
- Executive sessions and governance practices: Regular executive sessions of independent directors; annual director elections by majority vote; robust stock ownership and clawback policies; anti-hedging/anti-pledging policy .
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Increased to $120,000 for 2024 after a $5,000 raise |
| Chairman of the Board Cash Fee | $65,000 | Increased by $10,000 to $65,000 for 2024 |
| Committee Chair Fees | $30,000 (Audit/G&N/Comp Chairs) | Increased by $5,000 to $30,000 for 2024 |
| Meeting Fees | $0 | No per-meeting fees |
| Cash Received by Forlenza (2024) | $185,000 | Retainer + Chair fee |
| Perquisites | < $10,000 per director | Travel/lodging reimbursed for meetings |
Performance Compensation (Equity Awards – 2024)
Directors receive time-based RSUs (no performance conditions). Forlenza, as Chairman, receives a larger annual grant.
| Metric | 2024 |
|---|---|
| RSU Grant Date | Feb 21, 2024 |
| RSUs Granted (Forlenza) | 788 |
| Grant Date Fair Value (Forlenza) | $295,027 |
| Vesting | 1-year cliff (vest in full one year from grant) |
| Deferral Election | Forlenza elected to defer 2024 RSUs; accrues dividend equivalents paid upon settlement |
| Change-in-Control | All unvested director RSUs vest and settle in lump sum on CIC |
| Program Level | Standard non-chair RSU 561 units ($210,000) for other directors |
| 2024 Program Changes | Annual equity award raised to $210,000; Chairman’s additional equity raised by $15,000 to $85,000 (total ~$295,000 for Chair) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Forlenza (prior: BD 2011–2021) |
| Private company/non-profit roles | MNHI (since 2022), HealthQuest Capital Management (since 2021), MaraBio Systems (since 2021), Acuitive Technologies (since 2023), Lehigh University Trustee (since 2020; 2011–2017), The Valley Health System Trustee (since 2003) |
| Conflict mitigants | Board explicitly avoids candidates whose professions (e.g., active portfolio managers) could create conflicts with Moody’s Ratings |
Expertise & Qualifications
- Decades-long operating and CEO experience at BD; led major transformations and M&A in a regulated industry; strategic planning, business development, and new product development expertise; significant corporate governance experience .
- As Chair at Moody’s, provides independent leadership while the CEO leads operations; structure reviewed periodically by the Board .
Equity Ownership (Alignment)
| Ownership Item (as of Dec 31, 2024) | Quantity |
|---|---|
| Shares Beneficially Owned | 6,596 |
| Options (exercisable within 60 days) | — |
| RSUs Vesting within 60 days | 794 |
| Unvested RSUs Outstanding | 794 |
| Stock Units (director deferred units) | 482 |
| % of Shares Outstanding | <1% |
- No stock options outstanding for any non-employee director at 12/31/2024 .
- Director stock ownership guideline: 5x annual cash retainer ($600,000) within 5 years; all directors were in compliance as of 12/31/2024 .
- Anti-hedging and anti-pledging policy: prohibits short sales, purchasing on margin, pledging Moody’s stock, and derivative hedging by directors and their family members .
Governance Assessment
- Board effectiveness and independence: Forlenza is independent and serves as non-executive Chair, with active roles on Governance & Nominating and Compensation & HR. The Board reports regular independent executive sessions, annual evaluations, and robust governance policies (ownership, clawback, anti-hedging/pledging) supporting oversight quality .
- Engagement and attendance: The Board met six times in 2024; all directors met the 75% attendance threshold. Executive Committee did not meet in 2024, moderating chair workload on that committee .
- Shareholder signals: Forlenza’s 2025 re-election received 140.2M “For” vs. 11.7M “Against” (broker non-votes 9.76M), indicating solid support with some dissent typical for independent chairs. Say-on-pay passed in 2025 (132.9M For, 19.3M Against) and in 2024 (142.1M For, 10.6M Against), reflecting continued, though variable, investor backing of compensation programs .
- Compensation alignment (director): Pay structure is balanced between cash and time-based equity; no per-meeting fees; larger Chair retainer and equity grant reflect leadership responsibilities; program levels benchmarked to peer median via independent consultant (Meridian) .
- Conflicts and related-party exposure: The proxy outlines rigorous related-person transaction policies and governance; retrieved sections do not disclose Forlenza-specific related-party transactions. The board also avoids conflict-prone profiles (e.g., active portfolio managers) for Ratings independence .
- RED FLAGS (monitoring): Change-in-control accelerated vesting of director RSUs could be viewed as a potential entrenchment incentive, though common in U.S. practice . Multiple private healthcare board/trustee roles warrant routine monitoring for any indirect relationships with Moody’s or its stakeholders (none indicated in retrieved disclosures) .