Dennis M. Nally
MORGAN STANLEYAbout Dennis M. Nally
Dennis M. Nally (age 72 at the 2025 annual meeting) has served on Morgan Stanley’s Board since 2016 and is an independent director with over 40 years in public accounting and global financial reporting, including as Chair of PricewaterhouseCoopers International Ltd. He is designated an “audit committee financial expert” and brings extensive risk management and regulatory experience; he holds a bachelor’s degree from Western Michigan University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers International Ltd. | Chair | 2009 – July 2016 | Led global network governance; deep financial reporting/regulatory experience |
| PwC (U.S. firm) | Chair and Senior Partner | May 2002 – June 2009 | Senior leadership of U.S. firm |
| PwC | Partner; various leadership roles (e.g., National Director of Strategic Planning; Audit & Business Advisory Leader; Managing Partner) | Partner since 1985; joined 1974 | Broad audit/strategy leadership across the firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cencora, Inc. (f/k/a AmerisourceBergen) | Director | Not disclosed in proxy | Current U.S.-listed public company directorship |
Board Governance
- Independence: The Board determined Mr. Nally is independent under Morgan Stanley’s Director Independence Standards and NYSE rules; he is listed as “Independent” in the director slate .
- Committee assignments and chair roles (2024 meetings in parentheses):
- Compensation, Management Development and Succession (CMDS) Committee – Chair (7)
- Audit Committee – Member (13)
- Financial expertise: Designated as an “audit committee financial expert” (with Robert H. Herz) .
- Attendance and engagement: The Board met 14 times in 2024; each current director attended at least 75% of Board and committee meetings while serving. Independent directors and committee chairs meet regularly with regulators and management, and directors have open access to senior leaders and advisors .
- Shareholder vote support (2024 election): For: 1,314,168,000; Against: 40,385,912; Abstain: 1,814,701 .
Fixed Compensation
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Structure (effective 2024 service period, with changes noted):
- Board annual retainer: $100,000 (increased to $115,000 effective Nov 1, 2024) .
- Committee Chair retainers: Audit/Risk $40,000; all other committees (incl. CMDS) $30,000; no meeting fees .
- Annual director equity award (DECAP): $260,000 grant (50% “Career Units” payable at board departure; 50% “Current Units” payable first anniversary; annual award vests monthly) .
- 2024 DECAP grant date pricing: VWAP $97.1856 on June 1, 2024 (used for annual grant and elective units in arrears for 2H 2023 service) .
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2024 actual compensation (as reported): | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Dennis M. Nally | 132,500 | 260,000 | 392,500 |
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Deferral features: Directors may elect to receive cash retainers as deferred stock units (Elective Units) under DECAP; initial and annual equity awards are split into Career Units (payable at board exit) and Current Units (payable after one year), with monthly vesting on the annual award .
Performance Compensation
- Director compensation is not tied to firm performance metrics; annual equity awards vest monthly on a time basis (not performance-based) .
- The CMDS Committee (which Mr. Nally chairs) oversees executive compensation performance frameworks and clawback policies for executives, but these do not apply to director pay .
Other Directorships & Interlocks
- Current U.S.-listed boards: Cencora, Inc. .
- Compensation Committee interlocks: None. During 2024, CMDS members (including Mr. Nally) were not employed by Morgan Stanley; no MS executive officer serves on a board or compensation committee of an entity with an executive who serves on MS’s Board or CMDS Committee .
Expertise & Qualifications
- Core skills: Global regulatory, public accounting, and financial reporting leadership; technology and risk management experience; audit committee financial expertise .
- Education: Western Michigan University, Bachelor’s Degree .
Equity Ownership
| Holder | Common Stock | Underlying Stock Units | Rights to Acquire (60 days) | Total Beneficial Ownership | Pledged? |
|---|---|---|---|---|---|
| Dennis M. Nally (as of Feb 28, 2025) | 18,229 | 23,834 | — | 42,063 | None pledged |
- Director stock ownership guidelines: Independent directors must retain shares and equity awards equal to 5x the annual cash Board retainer and retain 100% of stock unit awards (after-tax) until the guideline is met; hedging and pledging of MS stock is prohibited for directors .
- Additional reference: DECAP units outstanding at 12/31/2024 for Mr. Nally: 23,676 units .
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep audit and financial reporting pedigree; designated audit committee financial expert .
- Chairs CMDS Committee, which maintains robust compensation governance (independent advisors, risk-balancing features, clawbacks) and actively engages shareholders. Following a 75% 2024 say-on-pay result, the committee increased engagement and avoided one-time awards for 2024, demonstrating responsiveness .
- Strong alignment: meaningful stock unit holdings, strict ownership guidelines (5x cash retainer), and prohibitions on hedging/pledging; none of directors’ stock is pledged .
- Potential watch items:
- 2024 say-on-pay support (75%) was below the firm’s historical average (93% for 2014–2023), increasing scrutiny on CMDS decisions; the proxy details the committee’s engagement and program adjustments, which investors should monitor through 2025–2026 cycles .
- No Nally-linked related-person transactions were disclosed; continue to monitor the “Certain Transactions” and “Related Person Transactions” sections in future filings .
Director Compensation Detail (Program and Mr. Nally’s 2024)
| Component | Program Terms | 2024 Amount for Nally |
|---|---|---|
| Board Retainer (Cash) | $100,000; increased to $115,000 effective Nov 1, 2024 | Included in $132,500 cash fees total |
| Committee Chair Retainer | CMDS (as “all other committees”) $30,000 | Included in $132,500 cash fees total |
| Annual Equity (DECAP) | $260,000; 50% Career Units (payable at departure), 50% Current Units (1-year payable); monthly vesting; grant date typically June 1 with VWAP-based units | $260,000 grant; June 1, 2024 VWAP $97.1856 used for award sizing |
| Meeting Fees | None | N/A |
| Ownership/Deferral | 5x cash retainer requirement; may defer cash into Elective Units; hedging/pledging prohibited | In place for all independent directors |
Voting Support (2024 Annual Meeting)
| Director | For | Against | Abstain |
|---|---|---|---|
| Dennis M. Nally | 1,314,168,000 | 40,385,912 | 1,814,701 |
Related-Party and Conflicts Review
- Policy/process: Related Person Transactions Policy requires G&S Committee approval/ratification of transactions >$120,000 where a related person has a material interest; ordinary-course transactions on market terms and certain categories are excluded .
- Disclosure: The “Certain Transactions” section details ordinary-course activities with major shareholders and MUFG alliance arrangements; no transactions involving Mr. Nally were disclosed. For directors’ stock, none was pledged as of Feb 28, 2025 .
Say-on-Pay & Shareholder Feedback (Context for CMDS Chair)
- Average support (2014–2023): 93%. 2024 say-on-pay support: 75%. The firm expanded engagement and noted no one-time awards for 2024 after investor feedback regarding 2023 transition awards .
- CMDS oversight includes executive compensation goals, risk governance, clawbacks, ownership/retention policies, and disclosure, with authority to retain independent advisors .
Overall signal: Nally’s profile—independent status, audit financial expertise, and leadership of CMDS—supports board effectiveness. The moderation in say-on-pay support in 2024 elevates scrutiny but the documented adjustments and engagement mitigate governance risk, warranting continued monitoring of 2025–2026 outcomes .