Megan Butler
MORGAN STANLEYAbout Megan Butler
Megan Butler, age 60, is an independent director of Morgan Stanley, appointed in 2024 and serving on the Audit Committee. She is a qualified lawyer (Bar of England & Wales) and former UK financial regulator, having held senior leadership roles at the Financial Conduct Authority and the Prudential Regulation Authority; she also serves on the Jersey Financial Services Commission’s Board of Commissioners and on the boards of Morgan Stanley’s UK/EU subsidiaries (MSIP, MSBIL, MSIL). Education: University of Sheffield, Bachelor of Laws (LLB).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Conduct Authority (UK) | Executive Director; previously Executive Director, Supervision (Investment, Wholesale & Specialists) | 2015–2022 | Led legal/regulatory oversight; brings global regulatory and risk perspective to MS Board |
| Prudential Regulation Authority (UK) | Executive Director, International Banks Directorate | 2013–2015 | Supervision of international banks |
| Financial Services Authority (UK) | Head of Investment Banks Supervision; Director, International Banks Division | 2008–2013 | Senior supervisory leadership in investment banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jersey Financial Services Commission | Board of Commissioners (Member) | Since Jun 2023 | Regulatory board member |
| Morgan Stanley & Co. International plc; Morgan Stanley Bank International Ltd; Morgan Stanley International Ltd | Board member | Since Oct 2022 | Boards of MS subsidiaries (UK/EU) |
| Other current U.S.-listed public company boards | None | — | No other U.S.-listed boards |
Board Governance
- Independence: The Board determined Ms. Butler is independent under MS Director Independence Standards and NYSE rules. 11 of 14 nominees (incl. Butler) are independent.
- Committee assignments: Audit Committee member (effective May 23, 2024); Audit Committee met 13 times in 2024.
- Board engagement: Board met 14 times in 2024; each current director attended at least 75% of Board/committee meetings while a member.
- Audit Committee duties (select highlights): Oversees integrity of financial statements, internal controls, legal/compliance risk, auditor selection; Butler is listed as a signatory on the 2024 Audit Committee Report, evidencing active participation.
- Director equity ownership requirement: Directors must hold stock/equity awards equal to 5x annual cash Board retainer; must retain 100% of stock unit awards (after-tax) until the ownership guideline is met. Hedging and pledging of MS stock are prohibited.
Fixed Compensation
| Year | Annual Board/Committee Cash Fees ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 69,167 | 260,000 | 224,938 (fees for service on MSIP/MSBIL/MSIL boards; £176,000 at avg 2024 FX 1.2781) | 554,105 |
- Program structure and recent changes: As of Nov 1, 2024, the annual Board retainer increased by $15,000 to $115,000; annual director equity award increased by $15,000 to $275,000; committee chair retainers remain $40,000 (Audit/Risk) and $30,000 (others). No meeting fees; retainers paid semi-annually or deferred into stock units (DECAP).
- DECAP equity awards: Initial and annual equity awards are $260,000 for 2024 (prorated if applicable); 50% “Career Units” (payable at Board departure) and 50% “Current Units” (payable on first anniversary), with monthly vesting on annual awards.
Performance Compensation
- Directors do not have performance-based pay metrics; annual equity is time-vested stock units under DECAP (Career/Current Units) with deferral/vesting features but no performance hurdles.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current U.S.-listed directorships | None |
| MS subsidiary boards | Director of MSIP, MSBIL, MSIL since Oct 2022 |
| Related party transactions | No Butler-specific related party transactions disclosed; overall policy requires G&S Committee approval for related-person transactions >$120k; “Certain Transactions” section lists items not involving Butler. |
Expertise & Qualifications
- Legal/regulatory expert with leadership at UK FCA/PRA/FSA; brings global regulatory framework, legal and risk management experience.
- Qualified lawyer; University of Sheffield LLB.
Equity Ownership
| Measure | Date | Amount |
|---|---|---|
| Director stock units held (DECAP) | Dec 31, 2024 | 2,718 units |
| Beneficial ownership – Common Stock | Feb 28, 2025 | 0 shares |
| Beneficial ownership – Underlying stock units | Feb 28, 2025 | 2,736 units |
| Pledging/Hedging | Policy | Prohibited for directors |
Insider Trades (Form 3/4)
| Filing Date | Transaction Date | Form | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| 2024-05-24 | 2024-05-23 | 3 | Initial statement | — | — | — | https://www.sec.gov/Archives/edgar/data/895421/000162828024025216/0001628280-24-025216-index.htm |
| 2024-06-03 | 2024-06-01 | 4 | Award (A) | 2,675.293 | 0.00 | 2,675.293 | https://www.sec.gov/Archives/edgar/data/895421/000162828024026350/0001628280-24-026350-index.htm |
| 2025-06-03 | 2025-06-01 | 4 | Award (A) | 2,155.455 | 0.00 | 4,910.420 | https://www.sec.gov/Archives/edgar/data/895421/000162828025029041/0001628280-25-029041-index.htm |
| 2025-06-03 | 2025-06-01 | 4 | Tax withholding (F) | 286.000 | 127.5833 | 4,624.420 | https://www.sec.gov/Archives/edgar/data/895421/000162828025029041/0001628280-25-029041-index.htm |
Notes: Insider transactions reflect equity awards and associated tax withholdings; as of Feb 28, 2025, proxy-table beneficial ownership shows zero common stock and 2,736 underlying stock units; subsequent Form 4s in June 2025 reflect additional awards and post-transaction ownership. (SEC links above)
Governance Assessment
- Board effectiveness: Regulator-grade oversight experience aligns with MS’s risk and regulatory profile; Audit Committee membership and signature on the 2024 Audit Committee Report support active engagement.
- Independence & conflicts: Board affirmed independence; no Butler-related related-party transactions disclosed; service on MS subsidiaries’ boards and prior regulator posts are disclosed and consistent with independence standards (ordinary-course relationships allowed).
- Attendance: Board/committees held frequent meetings (Board 14; Audit 13) with at least 75% attendance by each current director.
- Alignment: Director equity guidelines (5x cash retainer) and mandatory retention enhance alignment; hedging/pledging prohibited; beneficial ownership currently via deferred stock units with ongoing accumulation.
- Compensation mix: Balanced cash retainer plus time-vested equity (no performance metrics), consistent with director governance best practices; notable “All Other Compensation” relates to fees for service on MS subsidiaries’ boards (fully disclosed).
RED FLAGS monitored: None observed in disclosures for (i) related-party transactions tied to Butler, (ii) pledging/hedging, or (iii) low attendance. Continue monitoring for interlocks, changes in subsidiary board compensation, and any future share pledges.