Erika H. James
MORGAN STANLEYAbout Erika H. James
Erika H. James (age 55) is an independent director of Morgan Stanley, serving on the Board since 2022; she is the Dean of the Wharton School at the University of Pennsylvania and is recognized for expertise in crisis leadership and human capital management . She holds a BA from Pomona College and an MA/PhD from the University of Michigan; prior roles include Dean of Emory University’s Goizueta Business School and leadership of the Institute for Crisis Management . She is classified as independent under the Board’s Director Independence Standards, with the Board affirming her independence after reviewing ordinary-course commercial relationships and product usage that were immaterial under NYSE and Firm thresholds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wharton School, University of Pennsylvania | Dean | Since Jul 2020 | Leads a top-tier business school; brings strategy, crisis leadership, and human capital expertise to MS Board |
| Emory University, Goizueta Business School | Dean | Jul 2014 – May 2020 | Senior academic and administrative leadership |
| Darden School of Business, Univ. of Virginia | Senior Associate Dean for Executive Education | Jan 2012 – Jul 2014 | Executive education leadership |
| Institute for Crisis Management | President | Nov 2012 – Jun 2014 | Crisis preparedness and response consulting |
External Roles
| Category | Organization | Role | Notes |
|---|---|---|---|
| Current U.S.-listed public company boards | — | — | None |
| Prior U.S.-listed public company boards (last 5 yrs) | Momentive Global Inc. | Director | Prior service; no current MS interlock disclosed |
Board Governance
| Item | Details |
|---|---|
| Independence status | Independent director (affirmed under Firm standards and NYSE rules) |
| Director since | 2022 |
| 2024 Board meetings | Board met 14 times; each current director attended at least 75% of Board and committee meetings while serving in 2024 |
| Annual meeting attendance | All directors on the Board at the time attended the 2024 annual meeting |
| Committees (current) | • Compensation, Management Development & Succession (CMDS) – Member (effective Feb 1, 2024) • Governance & Sustainability (G&S) – Member |
| Committee meetings (2024) | CMDS: 7 meetings; G&S: 4 meetings |
| Areas of expertise emphasized by Board | Crisis leadership and human capital management, strategic management |
Fixed Compensation
| Component (Director Service) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (prorated across service periods) | $102,500 | Cash retainers are payable semi-annually; directors do not receive committee member or meeting fees |
| Committee membership fees | $0 | No committee member or meeting fees |
| Committee chair fees | N/A | Applies only to chairs; James is a member, not chair |
| Total cash (2024) | $102,500 | As reported in Director Compensation table |
| Policy change (effective Nov 1, 2024) | Retainer increased to $115,000 | Board raised annual Board retainer by $15,000 |
Performance Compensation
| Element | 2024 Detail | Structure / Vesting |
|---|---|---|
| Annual equity award (DECAP stock units) | $260,000 | Granted June 1, 2024; valued using VWAP $97.1856 on grant date |
| Equity award form | 50% Career Units; 50% Current Units | Career Units payable upon Board departure; Current Units vest monthly until the one-year anniversary of grant; annual awards vest over one year |
| Ownership/retention policy (directors) | 5× annual cash Board retainer; retain 100% of stock unit awards (after-tax) until requirement met | Enhances alignment with shareholders; anti-hedging/pledging applies |
| Hedging/pledging | Prohibited for directors | No pledging, shorting, or hedging of MS securities |
| Performance metrics | None disclosed for director equity | DECAP awards are time-based stock units; no performance-vested metrics for directors disclosed |
Other Directorships & Interlocks
- Current U.S.-listed boards: None .
- Prior U.S.-listed boards (last 5 years): Momentive Global Inc. .
- Interlocks/related party exposure: The Board reviewed ordinary-course commercial relationships and director product usage (including Ms. James); all were within quantitative thresholds and deemed immaterial to independence under Firm standards and NYSE rules .
Expertise & Qualifications
- Board-identified strengths: Crisis leadership, human capital management, senior management and strategy experience as Wharton Dean .
- Education: BA (Pomona College); MA and PhD (University of Michigan) .
Equity Ownership
| As of Date | Common Stock | Underlying Stock Units | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| Feb 28, 2025 | 3,585 | 6,487 | 10,072 | None of the directors’ or executive officers’ beneficially owned common stock was pledged as of this date; each individual held <1% of outstanding shares |
| Dec 31, 2024 (DECAP units outstanding) | — | 6,444 | — | Aggregate DECAP stock units held at year-end 2024 |
Governance Assessment
- Board effectiveness and engagement: Active member of CMDS (since Feb 1, 2024) and G&S, placing her at the center of CEO/NEO pay oversight, succession, and broader governance; Board met 14 times in 2024 and each current director attended ≥75% of their meetings; directors attended the 2024 annual meeting .
- Independence and conflicts: Board affirmed her independence; ordinary-course commercial relationships and utilization of Firm services were below thresholds and deemed immaterial under Firm/NYSE standards; no pledging of shares disclosed .
- Pay alignment and ownership: Director pay is equity-heavy (annual DECAP units plus cash retainer), with strengthened alignment via 5× retainer ownership requirement and prohibitions on hedging/pledging; 2024 equity award was $260,000 (June 1 VWAP $97.1856) and cash fees were $102,500; retainer increased to $115,000 effective Nov 1, 2024 .
- CMDS governance quality: The CMDS Committee uses independent advice, risk-adjusted frameworks, and clawback/cancellation policies at the Firm level; oversight includes management development, succession, and incentive risk reviews—areas to which James contributes as a member .
- Broader shareholder context: Say-on-pay support was 75% at the 2024 annual meeting (below historical average), with the Board and CMDS enhancing engagement and avoiding one-time awards in 2024—context relevant to CMDS oversight in which James participates .
RED FLAGS: None evident specific to James. Independence affirmed; no pledging; attendance threshold met; no related-party transactions outside ordinary course identified .