Andrew M. Saperstein
MORGAN STANLEYAbout Andrew M. Saperstein
Andrew M. Saperstein is Co-President of Morgan Stanley and Head of Wealth Management and Investment Management, roles he assumed by January 1, 2024 after serving as Co-President since June 2021 and leading Wealth Management since 2019; he joined Morgan Stanley in 2006 and is age 56 . Under his leadership in 2024, Wealth Management delivered $28.4B net revenues, $7.7B pre-tax profit, and a 27.2% pre-tax margin; Investment Management delivered $5.9B net revenues, $1.1B pre-tax profit, and long-term net flows of $18B . Firmwide 2024 performance was strong with net revenues of $61.8B, net income of ~$13.4B, diluted EPS of $7.95, ROTCE of 18.8%, and 1-year TSR of 40% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morgan Stanley | Co-President; Head of Wealth Management and Investment Management | Co-President since 2021; Head WM 2019–2024; Head IM added 2024 | Led WM to $28.4B revenues and 27.2% margin; scaled IM to $1.7T AUM with $18B long-term net flows in 2024 |
| Morgan Stanley | Co-Head of Wealth Management | 2016–2019 | Drove continued asset gathering and modernization groundwork |
| Morgan Stanley | Co-Chief Operating Officer, Institutional Securities | 2015–2016 | Strengthened cross-division execution and controls |
| Morgan Stanley | Head, Wealth Management Investment Products & Services | 2012–2015 | Advanced product platform and client solutions |
External Roles
- Not disclosed in filings reviewed for Andrew M. Saperstein; skip if not disclosed.
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 1,000,000 | 1,000,000 | 1,000,000 |
| Cash Bonus | 7,612,500 | 7,962,500 | 9,887,500 |
| All Other Compensation | 64,461 | 52,369 | 80,103 |
| Total Reported Compensation | 22,711,116 | 40,908,000 | 23,876,515 |
| Stock Awards (SEC-reported) | 14,034,155 | 31,887,500 | 12,908,912 |
Notes: SEC stock awards reflect grants during the year (including forward-looking PSUs and prior-year RSUs) and may differ from year-end decisions described in CD&A .
Performance Compensation
Annual Pay Decision for 2024 (granted Jan 2025)
| Component | Amount ($) | Key Details |
|---|---|---|
| Base Salary | 1,000,000 | Fixed |
| Cash Bonus | 9,887,500 | Variable |
| RSUs (Deferred Incentive) | 7,012,500 | 51,256 RSUs; scheduled to convert Jan 27, 2028 |
| PSUs (2025–2027 Performance) | 9,100,000 | Target 66,514 PSUs; 3-year performance vesting |
| Total | 27,000,000 | Mix aligns with shareholder interests |
PSU Program — Performance Metrics, Weighting and Payout Grid
| Metric | Weighting | Target/Peer Set | Threshold → Target → Max | Payout Multiplier |
|---|---|---|---|---|
| Absolute ROTCE (MS Average ROTCE, 3-year) | 50% | Firm ROTCE | <8% → 13% → ≥16% | 0.0x → 1.0x → 1.5x |
| Relative ROTCE (vs BAC, BCS, C, DB, GS, JPM, UBS, WFC) | 50% | ROTCE percentile vs peers | <25th → 55th → ≥75th | 0.0x → 1.0x → 1.5x |
Additional features: Aggregate multiplier capped at 1.0 if MS Average ROTCE <9%; cash dividend equivalents accrue with interest and are subject to vesting; robust clawback and cancellation; 3-year program reviewed annually .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 28, 2025)
| Holding | Quantity |
|---|---|
| Common Stock | 83,566 |
| Underlying Stock Units (vested but unconverted) | 292,199 |
| Total Beneficial (less than 1% outstanding) | 375,765 |
| Shares Pledged | None pledged by executives/directors |
Unvested/Unearned Awards at Dec 31, 2024
| Award Type | Units (#) | Market/Payout Value ($) |
|---|---|---|
| Staking Award RSUs (vest Jan 25, 2027) | 117,089 | 14,720,497 (at $125.72) |
| PSUs (2023, 2024, and Staking Award PSUs, max potential) | 485,076 | 60,984,196 (at $125.72) |
Vesting Schedule — Key Upcoming Milestones
| Award | Grant Timing | Vest/Performance Window | Scheduled Conversion | Units/Notes |
|---|---|---|---|---|
| One-time Staking RSUs | Fall 2023 | Time-based | Jan 25, 2027 | 117,089 RSUs |
| One-time Staking PSUs | Fall 2023 | 2024–2026 performance | 2027 (subject to goals) | PSU portion 60% of $20M award |
| 2023 PSUs | Jan 17, 2024 | 2024–2026 | 2027 (subject to goals) | Target per grant table |
| 2024 PSUs | Jan 17, 2024 | 2024–2026 | 2027 (subject to goals) | Target per grant table |
| 2024 RSUs (for 2024 performance) | Jan 17, 2025 | Time-based (deferred) | Jan 27, 2028 | 51,256 RSUs |
| 2025 PSUs | Jan 17, 2025 | 2025–2027 | 2028 (subject to goals) | 66,514 PSUs |
Ownership policy: Covered Officers must achieve ownership equal to 6× base salary and retain 75% of Equity Award Shares until in compliance; Operating Committee members are in compliance .
Insider trading policies: Hedging, shorting, pledging, and derivatives by executive officers are prohibited .
Employment Terms
- Severance and change-in-control: Executives participate in broad-based Severance Plan; no special severance or golden parachute; double-trigger equity acceleration; severance cash entitlement for involuntary termination of $200,000; retiree health coverage present value $1,000,001; PSUs valued upon termination based on award terms (e.g., $30,346,965 under standard termination categories for Andrew) .
- Notice and non-solicitation: 180-day advance notice required before resignation; improper solicitation or failure to provide notice can trigger cancellation of deferred awards .
- Clawback and cancellation: Comprehensive triggers include conduct (cause), risk management violations, material adverse outcomes responsibility, financial statement restatements, competitive activity, disclosure violations, and improper solicitations; applies to RSUs and PSUs as detailed below .
Key cancellation/clawback triggers (examples): cause, competitive activity, risk management violations, responsibility for material adverse outcomes, restatements, disclosure of proprietary info, improper solicitation; RSUs/PSUs are subject to clawback under Dodd-Frank recoupment policy and firm policies .
Perquisites: Participation in Executive Health Program ($35,000 for Mr. Saperstein in 2024); certain personal benefits disclosed (e.g., car service assistance, personal meals) .
Related person transaction: A sister-in-law of Andrew Saperstein (non-executive employee) received ~$210,500 compensation in 2024, determined according to standard practices .
Compensation Structure Analysis
- Pay mix and deferral: 2024 incentive compensation delivered 100% in equity (RSUs/PSUs) with significant deferral and performance linkage; no stock options used .
- One-time Staking Award: $20M equity award in Fall 2023 (60% PSUs, 40% RSUs); does not vest upon retirement eligibility; designed to ensure leadership continuity through succession; forfeitable upon retirement/involuntary termination; PSU performance linked to 2024–2026 ROTCE goals .
- Governance and say-on-pay response: Firm increased shareholder engagement after 2024 say-on-pay (75% approval); no one-time awards for 2024; continued emphasis on shareholder-aligned features .
- Peer benchmarking: Compensation and performance benchmarking uses a comparison group of major U.S. and global financial institutions; PSU peer set defined for relative ROTCE .
Performance & Track Record
| Area | 2024 Outcomes |
|---|---|
| Wealth Management | $28.4B net revenues; $7.7B pre-tax; 27.2% margin; $6.2T client assets; $123B fee-based flows; net new assets ~5% annualized |
| Investment Management | $5.9B net revenues; $1.1B pre-tax; $1.7T AUM; $18B long-term net flows; tech enhancements at Parametric |
| Firmwide | $61.8B net revenues (+14% Y/Y); ~$13.4B net income; EPS $7.95; ROTCE 18.8%; CET1 15.9%; 1-year TSR 40% |
Equity Ownership & Pledging
- Policy prohibits pledging and hedging by executive officers; none of executive/director holdings pledged as of Feb 28, 2025 .
Say-on-Pay & Shareholder Feedback
- Historical average support: 93% (2014–2023); 2024 approval 75%; 2023 one-time awards were focus of investor feedback; committee committed to reserving one-time awards for extraordinary circumstances and enhancing disclosures .
Compensation Peer Group (Benchmarking)
- Comparison Group for market practices/trends: BAC, C, GS, JPM, WFC, BCS, DB, UBS .
- PSU Relative ROTCE peer set: BAC, BCS, C, DB, GS, JPM, UBS, WFC .
Investment Implications
- Alignment and retention: High equity-deferral and PSU weighting with ROTCE objectives align pay with performance and discourage imprudent risk-taking; one-time Staking Awards vest Jan 2027 and are forfeitable under certain exits, reducing near-term attrition risk but creating a defined vesting overhang .
- Potential insider selling pressure: Key vest/convert dates include Staking RSUs (Jan 25, 2027) and 2024 RSUs (Jan 27, 2028); these events may add supply depending on personal diversification, though policies restrict hedging/pledging and equity ownership commitments require retention of shares .
- Governance strength: Double-trigger change-in-control, robust clawbacks, prohibition on hedging/pledging, and ownership commitments mitigate governance risk and align incentives with long-term TSR and ROTCE delivery .
- Execution track record: 2024 segment outperformance in WM/IM and firmwide ROTCE improvement to 18.8% provide confidence in strategic execution under Saperstein’s purview, supporting continued asset-led growth and fee-based flows .