Lynn J. Good
MORGAN STANLEYAbout Lynn J. Good
Lynn J. Good, 66, was elected as an independent director of Morgan Stanley effective July 18, 2025, and will serve on the Audit Committee; she is the former Chair, CEO and President of Duke Energy with deep accounting and CFO experience . Her background includes service as Executive Vice President and CFO at Duke (July 2009–June 2013), CFO of Cinergy (2006), VP/Controller/Chief Compliance Officer (2003–2005), and audit partner roles at Deloitte (2002–2003) and Arthur Andersen (1992–2002), having joined Arthur Andersen in 1981; she holds bachelor’s degrees from Miami University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy Corporation | Chair, CEO & President | Jan 2016–Apr 2025 | Strategic and management leadership of large regulated utility |
| Duke Energy Corporation | Vice Chair, CEO & President | Jul 2013–Dec 2015 | Executive leadership through transition |
| Duke Energy Corporation | EVP & CFO | Jul 2009–Jun 2013 | Led finance and reporting |
| Cinergy Corporation | EVP & CFO | 2006 | Pre‑merger finance leadership |
| Cinergy Corporation | VP, Controller & Chief Compliance Officer | 2003–2005 | Accounting and compliance oversight |
| Deloitte & Touche LLP | Audit Partner | 2002–2003 | Audit leadership |
| Arthur Andersen LLP | Audit Partner | 1992–2002 | Audit leadership |
| Arthur Andersen LLP | Audit & Risk Consulting | 1981–1992 | Early career audit and risk roles |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Boeing Company | Director | Since 2015 | Chair, Compensation Committee; Member, Audit Committee |
| Feigen Advisors LLC | Advisory Board Member | — | Advisory role |
Board Governance
- Independence: The Board determined Ms. Good is independent under Morgan Stanley’s Director Independence Standards; she will join the Audit Committee upon her election .
- Committee assignment: Audit Committee membership; Audit Committee oversees financial reporting integrity, internal controls, and auditor oversight (current membership chaired by Robert H. Herz) .
- Overboarding policy: Non‑CEO directors may serve on up to four other public company boards (reduced from five), reviewed by the Governance & Sustainability Committee; directors must notify and offer resignation upon principal occupation changes .
- Equity ownership alignment: Directors must hold equity equal to five times the annual cash Board retainer; hedging and pledging of Morgan Stanley stock are prohibited .
- Director compensation limit: Shareholder‑approved cap of $750,000 per director per year (cash + equity) .
- Annual meeting: Directors are expected to attend the annual meeting; all directors on the Board at the time attended the 2024 annual meeting .
Fixed Compensation
| Component | Value | Detail |
|---|---|---|
| Annual Board Retainer (cash) | $100,000; increased to $115,000 effective Nov 1, 2024 | Payable semi‑annually; directors may elect to defer into DECAP units |
| Independent Lead Director Retainer (cash) | $100,000 | Additional retainer for Independent Lead Director |
| Committee Chair Retainers (cash) | Audit & Risk: $40,000; Other Committees: $30,000 | No committee member or meeting fees |
| Annual Equity Award (DECAP units) | $260,000 | 50% Career Units (payable at end of service), 50% Current Units (payable at first anniversary); annual grant on first day of month after annual meeting; monthly vesting of annual grant |
| Elective Units (in lieu of cash retainers) | Granted based on VWAP on grant date | Example VWAPs: $97.1856 on Jun 1, 2024; $132.0352 on Dec 1, 2024 |
| Annual compensation cap | $750,000 | Shareholder‑approved annual limit per director (cash + equity) |
Notes: Ms. Good will receive non‑employee director compensation in accordance with the described practices .
Performance Compensation
- Directors do not receive performance‑based bonuses or PSU/option awards; director equity awards are time‑vested (monthly) and structured as stock units under DECAP (Career and Current Units), not tied to financial or ESG performance metrics .
- No meeting fees and no excessive perquisites are provided to directors; program design is periodically benchmarked and overseen by the Governance & Sustainability Committee with FW Cook .
Other Directorships & Interlocks
| Company | Role | Committee Assignments | Potential Interlocks/Notes |
|---|---|---|---|
| The Boeing Company | Director | Chair, Compensation; Member, Audit | Governance & Sustainability Committee approves outside board service; ordinary‑course client relationships are generally immaterial under independence standards if below thresholds and on market terms |
Expertise & Qualifications
- Strategic leadership from tenure as Chair/CEO of Duke Energy and prior CFO roles at Duke and Cinergy; strong accounting and auditing pedigree from Deloitte and Arthur Andersen .
- “Thorough understanding of accounting and financial reporting matters,” recognized by Morgan Stanley leadership; brings management, finance, and reporting expertise to Audit Committee service .
Equity Ownership
| Policy/Feature | Requirement/Status |
|---|---|
| Director equity ownership requirement | 5x annual cash Board retainer; applies to all directors |
| Hedging/Pledging | Prohibited for directors and executive officers |
| DECAP structure | Career Units payable at end of Board service; Current Units payable at first anniversary; optional deferral elections |
No individual beneficial ownership for Ms. Good was disclosed at the time of election; she will be subject to the Director Equity Ownership Requirement .
Governance Assessment
- Board effectiveness: Adding Ms. Good to the Audit Committee increases financial reporting and audit oversight capacity, consistent with the committee’s mandate and the Board’s rotation policy .
- Independence and conflicts: The Board affirmatively determined Ms. Good’s independence; Morgan Stanley’s categorical standards deem ordinary‑course transactions immaterial to independence if on market terms and below defined thresholds (e.g., ≤ greater of $1 million or 2% of the counterparty’s revenues), with robust related‑person review by the Governance & Sustainability Committee .
- Ownership alignment and risk controls: Strong director equity ownership requirements and prohibitions on hedging/pledging align interests and reduce misalignment risk .
- Shareholder sentiment context: Morgan Stanley’s average Say‑on‑Pay support was 93% from 2014–2023, with 75% approval in 2024; the CMDS Committee deliberately engaged shareholders and adjusted practices (e.g., no one‑time awards in 2024 for NEOs) to address concerns—supportive of broader governance responsiveness though not directly related to director pay .
RED FLAGS: None disclosed for Ms. Good—no related party transactions, pledging, or attendance issues noted; outside board service complies with policy, and independence was affirmed at election .