Jami Miscik
MORGAN STANLEYAbout Jami Miscik
Jami Miscik (66) has served on Morgan Stanley’s Board since 2014 and is an independent director. She is Chair of the Operations & Technology Committee and a member of the Risk Committee. Miscik is CEO of Global Strategic Insights (since July 2022) and previously served as CEO/Vice Chair of Kissinger (2017–2022), Deputy Director for Intelligence at the CIA (2002–2005), Global Head of Sovereign Risk at Lehman Brothers (2005–2008), and Senior Advisor for Geopolitical Risk at Barclays Capital; she holds a BA from Pepperdine University and an MA from the University of Denver’s Josef Korbel School of International Studies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Strategic Insights | CEO | Jul 2022 – present | Advises on geopolitical issues |
| Kissinger | CEO & Vice Chair; earlier Co-CEO & Vice Chair; President & Vice Chair | 2009 – Jun 2022 | Led client advisory on emerging market geopolitical and macro risks |
| Central Intelligence Agency | Deputy Director for Intelligence (and prior roles) | 1983 – 2005 (Deputy Director: 2002–2005) | Senior analysis/leadership on national security intelligence |
| Lehman Brothers | Global Head of Sovereign Risk | 2005 – 2008 | Oversaw sovereign risk assessment |
| Barclays Capital | Senior Advisor for Geopolitical Risk | Not specified | Advisory role on geopolitical risk |
| President’s Intelligence Advisory Board | Co‑Chair | 2014 – 2017 | White House advisory function |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Motors Company | Director | Current | Other current U.S.-listed public board |
| HP Inc. | Director | Current | Other current U.S.-listed public board |
| E*TRADE Financial (past five years) | Director | Through Oct 2020 (acquired by MS) | Prior U.S.-listed board within five years |
Board Governance
| Committee | Role | Meetings in 2024 | Primary Focus |
|---|---|---|---|
| Operations & Technology | Chair | 5 | Oversees operations/technology strategy, budgets/investments, and quarterly review of operational risk (IT, information security, fraud, third-party oversight, resilience, cybersecurity); confirms operational risk tolerance levels |
| Risk | Member | 8 | Oversees ERM framework; Risk Appetite Statement; capital/liquidity/funding; market, credit, model, liquidity risk; emerging/climate/regulatory risks; CRO oversight |
- Independence: The Board determined Miscik is independent under NYSE and MS standards .
- Attendance: The Board met 14 times in 2024; each director attended at least 75% of Board and applicable committee meetings. All directors on the Board at the time attended the 2024 annual meeting .
- Engagement: Independent directors and committee chairs meet with the Federal Reserve and other regulators; directors have open access to management; non‑management and committee executive sessions are regularly held without management present .
Fixed Compensation
| Director | Year | Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|---|
| Jami Miscik | 2024 | 132,500 | Cash portion of Board/committee retainers (no meeting fees) |
| Retainer Schedule (2024) | Annual Retainer ($) | Notes |
|---|---|---|
| Board Member | 100,000 | Increased to $115,000 effective Nov 1, 2024 |
| Independent Lead Director | 100,000 | Additional to Board retainer |
| Committee Chair – Audit & Risk | 40,000 | Annual chair fee |
| Committee Chair – All other committees (incl. O&T) | 30,000 | Annual chair fee |
- Director compensation is reviewed by the Governance & Sustainability Committee with FW Cook; effective Nov 1, 2024, the Board increased the annual equity award and Board retainer by $15,000 each .
Performance Compensation
| Component | Value/Structure | Vesting/Deferral | Notes |
|---|---|---|---|
| Annual equity award (2024) | $260,000 | 50% “Career Units” payable at Board retirement; 50% “Current Units” payable on 1st anniversary; annual award vests monthly until 1-year anniversary | Grants occur on first day of month following annual meeting; directors may defer beyond scheduled payment date |
| Annual equity award (policy update) | $275,000 | As above | Policy description references $275,000 grant-date fair value for independent directors (prorated for initial awards) |
- Directors can elect to take cash retainers in deferred stock units (DECAP “Elective Units”) based on VWAP at grant; Elective Units are not subject to vesting/cancellation .
- No performance metrics are applied to director equity awards; awards are time-based with significant deferral to enhance alignment .
Other Directorships & Interlocks
| Entity | Relationship to MS | Independence/Conflict Treatment |
|---|---|---|
| Personal use of MS products/services (e.g., Wealth Management accounts, MS-sponsored funds) | Director as client in ordinary course | The Board reviewed such relationships for nominees including Miscik and deemed them immaterial and compliant with independence standards (terms substantially similar to unaffiliated clients) . |
- Related Person Transactions Policy: Transactions >$120,000 with a related person require G&S Committee approval; ordinary course financial services on market terms are excluded where no material interest exists .
Expertise & Qualifications
- The Board describes Miscik’s qualifications as extensive leadership navigating geopolitical, macroeconomic, and technology risks, with experience as CEO/Vice Chair of Kissinger and prior CIA service, plus financial services exposure—aligning with O&T (cyber/operational risk) and Risk Committee mandates .
Equity Ownership
| Holder | Common Stock (#) | Underlying Stock Units (#) | Total Beneficial Ownership (#) | Ownership % | Pledged? |
|---|---|---|---|---|---|
| Jami Miscik | 25,989 | 35,892 | 61,881 | <1% | None pledged (as of Feb 28, 2025) |
- Director equity ownership requirement: Independent directors must own MS stock and equity awards equal to 5x the annual cash Board retainer and retain 100% of stock unit awards (after-tax) until this is met; hedging and pledging are prohibited for directors .
Governance Assessment
-
Strengths:
- Independent director with deep geopolitical/technology risk expertise; chairs O&T and sits on Risk—two high‑salience oversight areas for a global bank .
- Demonstrated engagement: ≥75% attendance; Board held 14 meetings; directors meet regulators and hold executive sessions without management .
- Strong alignment mechanisms: substantial equity component with long deferral; 5x retainer ownership guideline; explicit prohibition on hedging/pledging; no pledging reported for directors .
- Independence affirmed; ordinary‑course client relationships reviewed and deemed immaterial .
-
Watch items:
- External board load: Miscik serves on two other public company boards (GM, HP); within MS’s updated policy cap (non‑CEO directors reduced from five to four) but still requires time management across complex risk oversight .
- Say‑on‑Pay signal: Firm’s 2024 say‑on‑pay support was 75% (vs. 2014–2023 average 93%), indicating recent shareholder scrutiny of compensation; while focused on executives, it can drive broader governance engagement by independent directors .
RED FLAGS: None disclosed—no related‑party transactions, hedging/pledging, or attendance shortfalls identified for Miscik. Ordinary‑course client relationships were reviewed and deemed immaterial to independence .