Douglas L. Peterson
MORGAN STANLEYAbout Douglas L. Peterson
Douglas L. Peterson, age 66, is nominated as an independent director of Morgan Stanley for election at the May 15, 2025 annual meeting; upon election, he will join the Board’s Risk Committee. He is Senior Advisor to S&P Global since November 2024 and previously served as President and CEO of S&P Global (2013–November 2024), with earlier senior roles at Citigroup including COO of Citibank, N.A., Chairman & CEO of Citigroup Japan, and Chief Auditor; he holds a BA from Claremont McKenna College and an MBA from Wharton. The Board has determined Peterson meets Morgan Stanley’s independence standards, with certain ordinary-course commercial relationships and a non-executive immediate family member’s employment deemed immaterial to independence.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S&P Global Inc. (SPGI) | Senior Advisor | Nov 2024–present | Strategic advisory; transition leadership context |
| S&P Global Inc. (SPGI) | President & CEO; Director | 2013–Nov 2024 | Led global strategy, risk and technology; human capital oversight |
| Citigroup Inc. | Chief Operating Officer, Citibank, N.A. | 2010–2011 | Global operations leadership |
| Citigroup Inc. | Chairman & CEO, Citigroup Japan | 2004–2010 | Regional leadership; market and regulatory engagement |
| Citigroup Inc. | Chief Auditor | 2000–2004 | Controls and risk management oversight |
| Citigroup Inc. | Various roles in Latin America | 1985–2000s | Business expansion and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S&P Global Inc. (SPGI) | Director | 2013–2024 | Will not stand for re-election at SPGI’s 2025 annual meeting, reducing potential interlock exposure |
| UN Global Impact | Board member | Not specified | Sustainability leadership and policy engagement |
| Japan Society | Board member | Not specified | Global relations and market insights |
| National Bureau of Economic Research (NBER) | Board member | Not specified | Economic research and policy discourse |
| FDIC Systemic Resolution Advisory Committee | Advisory Board member | Not specified | Resolution policy and systemic risk input |
Board Governance
| Item | Detail |
|---|---|
| MS Committee assignment | Risk Committee member, effective upon shareholder election |
| Independence status | Board determined Peterson is independent under Morgan Stanley’s Director Independence Standards and NYSE rules |
| Specific relationships evaluated | Ordinary-course commercial relationships and utilization of MS products/services deemed immaterial; an immediate family member employed in a non-executive role at MS (daughter-in-law) |
| Board meetings (2024) | Board met 14 times; all current directors met at least 75% attendance on Board/committees during their service |
| Hedging/pledging | Prohibited for directors; aligns director-shareholder interests |
| Director equity ownership requirement | 5× annual cash Board retainer required |
- The Risk Committee oversees ERM, capital/liquidity, and financial risk exposures; membership comprises non-management directors with applicable independence and regulatory criteria. Peterson’s risk, sustainability, and technology experience aligns with committee remit.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 (increased to $115,000 effective Nov 1, 2024) | Payable semi-annually in arrears across service period; prorated on join/leave |
| Independent Lead Director retainer | $100,000 | Separate from Board member retainer |
| Committee chair fee – Audit & Risk | $40,000 | No committee member or meeting fees paid |
| Committee chair fee – Other committees | $30,000 | Applies to CMDS, G&S, Operations & Technology chairs |
| Shareholder-approved annual director pay cap | $750,000 (cash + equity) | Governance control on director pay levels |
- Directors may elect to defer retainers into DECAP deferred stock units (Elective Units), granted at VWAP ($97.1856 on Jun 1, 2024; $132.0352 on Dec 1, 2024).
Performance Compensation
| Equity Award Feature | Terms |
|---|---|
| Annual equity award value | $260,000 in stock units (50% Career Units; 50% Current Units) |
| Initial equity award | $260,000 prorated to next annual meeting; fully vested on grant |
| Vesting & payment | Annual award vests monthly until 1-year anniversary; Career Units payable upon Board service end; Current Units payable at 1-year; deferral election permitted |
| Cancellation/clawback | Director equity awards under DECAP are structured for alignment; directors prohibited from hedging/pledging MS stock |
- Directors do not receive performance-based metrics (e.g., TSR hurdles) on director equity; structure emphasizes alignment and retention.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| S&P Global Inc. (SPGI) | Director (2013–2024); not standing for re-election in 2025 | Board independence review found ordinary-course MS-SPGI commercial relationships immaterial; exit from SPGI board reduces any perceived interlock risk |
Expertise & Qualifications
- 40 years in financial services with international and market perspective; former CEO of S&P Global with strategic, risk management, human capital, sustainability, and technology experience; record as a strategic thinker and leader.
Equity Ownership
| Item | Detail |
|---|---|
| MS beneficial ownership | Not disclosed for Peterson in 2024 director stock unit table (he is a 2025 nominee) |
| Ownership guidelines | Directors must hold MS equity equal to 5× the annual cash Board retainer; prohibition on hedging and pledging of MS stock |
| Elective deferrals | Retainers may be deferred into DECAP Elective Units (not subject to cancellation) |
Governance Assessment
- Board effectiveness and committee fit: Peterson’s deep risk and market expertise are additive to Risk Committee oversight of ERM, capital/liquidity, and climate risk; independence affirmed by the Board.
- Potential conflicts: Ordinary-course commercial relationships tied to prior affiliations and personal MS product usage reviewed and deemed immaterial; immediate family member employment (daughter-in-law, ~$148,500 in 2024) disclosed and treated under standard policies—monitor but not a red flag.
- Alignment and incentives: Director pay structure increases retainer/equity modestly (effective Nov 1, 2024) while maintaining a significant equity component and a 5× retainer ownership requirement; hedging/pledging prohibited.
- Shareholder signals: 2024 say-on-pay support fell to 75% (vs. 2014–2023 average 93%), reflecting sensitivity to one-time awards during leadership transition; Board engaged shareholders and adjusted practices (no one-time awards for 2024 NEOs).
- Attendance and engagement: Board met 14 times in 2024, with at least 75% attendance for all current directors; as a new nominee, Peterson’s MS attendance is not applicable yet.
RED FLAGS: None identified specific to Peterson. Noted disclosures include an immediate family member’s non-executive employment and historical ordinary-course commercial relationships; both reviewed under independence standards and deemed immaterial (continue monitoring).