Mary L. Schapiro
MORGAN STANLEYAbout Mary L. Schapiro
Mary L. Schapiro (age 69) has served on Morgan Stanley’s Board since 2018. She is Vice Chair for Global Public Policy and Special Advisor to the Founder and Chair of Bloomberg L.P., and previously chaired the SEC, FINRA, and the CFTC—bringing deep regulatory, compliance, and risk expertise to the Board. She is independent under the Firm’s Director Independence Standards and serves on the Governance & Sustainability and Risk Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Securities and Exchange Commission | Chair | Jan 2009 – Dec 2012 | Led U.S. securities regulator |
| Financial Industry Regulatory Authority (FINRA) | Chair & CEO; prior executive roles including Vice Chair and President of NASD Regulation | 2006 – 2008; roles 1996 – 2006 | SRO leadership and market oversight |
| Commodity Futures Trading Commission (CFTC) | Chair | 1994 – 1996 | Derivatives market oversight |
| Promontory Financial Group | Vice Chair of Advisory Board; Managing Director | 2013 – 2018; MD Apr 2013 – Jan 2014 | Regulatory compliance advisory |
| Sustainability Accounting Standards Board (SASB) | Board Member | May 2014 – Jun 2021 | Sustainability reporting standard-setting |
| Value Reporting Foundation (VRF) | Vice Chair of the Board | Jun 2021 – Aug 2022 | Sustainability/Integrated reporting consolidation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bloomberg L.P. (private) | Vice Chair for Global Public Policy & Special Advisor | Since Oct 2018 | Public policy and regulatory affairs |
| CVS Health Corporation | Director (U.S.-listed public) | Current | Other public board service |
Board Governance
- Committees: Member, Governance & Sustainability Committee (4 meetings in 2024) and Risk Committee (8 meetings in 2024); appointed to Risk effective Feb 1, 2024 .
- Independence: Board determined Ms. Schapiro is independent; review included ordinary-course commercial relationships with entities where she is an employee; fees were below the greater of $1 million or 2% and deemed immaterial to independence .
- Attendance: Board met 14 times in 2024, and 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 and oversight: Independent directors meet with the Federal Reserve and other regulators as requested; directors have open access to senior management and control functions .
- Hedging/Pledging: Directors are prohibited from hedging or pledging Firm stock; directors must retain 100% of stock unit awards until stock ownership requirements are met .
- Director ownership guideline: 5x the annual cash Board retainer; half of each annual equity award defers until board retirement, reinforcing long-term alignment .
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $102,500 |
| Stock Awards (Annual DECAP grant) | $260,000 (granted June 1, 2024) |
| Total | $362,500 |
- Program structure and recent changes: Effective Nov 1, 2024, the Board increased the annual Board retainer by $15,000 (from $100,000 to $115,000) and the annual director equity award value by $15,000 (to $275,000) based on benchmarking and advisor input .
- Retainers: No meeting fees; committee chair premia are paid ($40k Audit/Risk; $30k others); directors can take retainers in cash or as deferred stock units (Elective Units) under DECAP .
- Elective deferral: Ms. Schapiro received Elective Units in lieu of cash retainers for the first half of the 2024 service period, granted Dec 1, 2024 (VWAP $132.0352) .
Performance Compensation
Directors do not receive performance-conditioned equity; awards are time-based stock units under DECAP to align long-term interests.
| Feature | Details |
|---|---|
| Annual DECAP Equity Award | $260,000 for 2024 grants; increased to $275,000 effective Nov 1, 2024 (for the next cycle) |
| Form/Deferral | 50% “Career Units” payable at Board departure; 50% “Current Units” payable on first anniversary; annual equity vests monthly until the one-year anniversary |
| Initial DECAP Equity | Granted upon initial election (prorated), fully vested on grant |
| Performance Metrics | None (time-based vesting; no PSU/option component for directors) |
| Hedging/Pledging Limits | Prohibited for directors |
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles (if disclosed) |
|---|---|---|---|
| CVS Health Corporation | — | Director | Not disclosed in MS proxy |
- Independence review noted ordinary-course commercial relationships with entities where Ms. Schapiro is an employee; fees immaterial under NYSE/Board standards, preserving independence .
Expertise & Qualifications
- Regulatory leadership (former Chair of SEC and CFTC; former FINRA Chair & CEO), legal/regulatory compliance, finance and risk management; markets, financial services, and sustainability perspective .
- Education: Franklin & Marshall College (B.A.); George Washington University Law School (J.D.) .
Equity Ownership
| Measure (as of Feb 28, 2025 unless noted) | Amount |
|---|---|
| Common Stock | 3,152 shares |
| Underlying Stock Units (RSU/DECAP) | 33,652 shares-equivalent |
| Total Beneficial Ownership | 36,804 shares-equivalent; each individual beneficially owns <1% of outstanding |
| Shares Pledged | None pledged by directors or executive officers listed |
| DECAP Units Held (Dec 31, 2024) | 33,429 units |
| Director Ownership Guideline | 5x annual cash retainer; retain 100% of stock unit awards until met |
Governance Assessment
- Strengths: Schapiro’s deep regulatory pedigree complements her Risk Committee role (8 meetings in 2024) and Governance & Sustainability oversight, supporting robust risk, compliance, and policy supervision at a GSIB. Her independence was reaffirmed despite ordinary-course commercial relationships linked to outside roles; fees were below thresholds and deemed immaterial. Equity-heavy director pay and strict ownership/anti-hedging policies align incentives with long-term shareholder interests .
- Engagement and oversight: The Board’s active engagement with regulators and rigorous committee structure, with clear risk and governance remits, bolster investor confidence. Attendance met policy thresholds and annual meeting attendance was universal among sitting directors in 2024, supporting board effectiveness .
- Watch items: Ordinary-course commercial dealings involving entities tied to her outside employment (e.g., Bloomberg L.P.) are reviewed under the Firm’s standards and were immaterial; continued monitoring through the Related Person Transactions Policy and annual independence assessments remains prudent .
- Context: 2024 say‑on‑pay support dipped to 75% (vs. 93% average 2014–2023) due to one‑time executive awards in 2023; management increased engagement and made no one‑time awards in 2024—an indicator of responsiveness that mitigates governance risk spillover to board oversight credibility .