Perry M. Traquina
MORGAN STANLEYAbout Perry M. Traquina
Independent director of Morgan Stanley since 2015; age 69 as of the 2025 annual meeting. Former Chair, CEO and Managing Partner of Wellington Management (2004–2014), with over 30 years at the firm; degrees from Brandeis University (BA) and Harvard Business School (MBA). Currently chairs Morgan Stanley’s Risk Committee and is a member of the Operations & Technology Committee, with independence affirmed under NYSE and firm standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management Company LLP | Chair (2004–2014), CEO & Managing Partner (2004–June 2014); President (2002–2004); Director of Global Research (1998–2002); joined 1980 | 1980–2014 | Led global multi-asset manager; senior executive, research leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eBay Inc. | Director | Current | Not disclosed in MS proxy |
| The Allstate Corporation | Director | Current | Not disclosed in MS proxy |
Board Governance
- Independence: Classified independent; Board determined independence under firm Director Independence Standards and NYSE rules .
- Committee leadership: Risk Committee Chair; member, Operations & Technology Committee .
- Committee activity: Risk Committee held 8 meetings in 2024; Operations & Technology Committee held 5; full Board met 14 times in 2024. All current directors met the ≥75% attendance threshold for Board and committee meetings .
- Annual meeting engagement: Firm policy expects attendance; all directors attended the 2024 annual meeting .
- Election support: Shareholder votes for Traquina’s election were strong in 2024 and 2025 (see table).
| Item | 2024 Annual Meeting (May 23, 2024) | 2025 Annual Meeting (May 15, 2025) |
|---|---|---|
| Votes For | 1,349,675,333 | 1,324,016,881 |
| Votes Against | 4,790,103 | 5,046,870 |
| Abstain | 1,903,177 | 1,328,595 |
| Broker Non-Votes | 130,322,695 | 130,506,286 |
Fixed Compensation
- Program structure (2024 service period): Annual Board retainer $100,000, increased to $115,000 effective November 1, 2024; Committee chair retainers $40,000 (Audit, Risk) and $30,000 (other committees); Independent Lead Director retainer $100,000. No meeting fees .
- 2024 Non-employee director compensation (earned): Cash fees and annual equity award (stock units).
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $142,500 | Portion of board and committee retainers earned in 2024 service period |
| Stock Awards | $260,000 | Annual stock unit award (DECAP), grant date fair value; granted June 1, 2024 |
| Total | $402,500 | Sum of cash fees and stock awards |
- Deferral elections: Directors may defer cash retainers into “Elective Units” under DECAP; Elective Units in lieu of cash for Traquina were granted June 1, 2024 (VWAP $97.1856) and December 1, 2024 (VWAP $132.0352) .
- Ownership alignment: Directors must hold equity equal to 5× the annual cash Board retainer and retain 100% of stock unit awards (after-tax) until the requirement is met; hedging and pledging of MS securities are prohibited .
Performance Compensation
- Directors do not receive performance-based incentives (no bonus, PSUs or options). Annual director equity awards are time-based DECAP stock units: 50% “Career Units” payable upon Board departure; 50% “Current Units” payable on the first anniversary of grant, subject to monthly vesting; Elective Units (deferred retainers) are fully vested and not subject to cancellation .
Other Directorships & Interlocks
| Board | Role | Potential Interlock Risk |
|---|---|---|
| eBay Inc. | Director | No related-party transactions disclosed involving Traquina; firm’s policy requires review of any related person transactions >$120,000 |
| The Allstate Corporation | Director | Same as above |
Expertise & Qualifications
- Senior executive leadership, investor perspective, and risk management honed at Wellington over three decades; sustainability and market knowledge cited in MS board matrix .
- Education: Brandeis University (Bachelor’s); Harvard Business School (MBA) .
- Risk oversight: Chairs Risk Committee responsible for ERM, capital/liquidity oversight, risk appetite, and CRO performance oversight .
Equity Ownership
- Beneficial ownership as of February 28, 2025:
| Metric (as of 2/28/2025) | Shares/Units |
|---|---|
| Common Stock | 0 |
| Underlying Stock Units (RSUs/DECAP) | 83,722 |
| Total Beneficial Ownership | 83,722; each individual beneficially owns <1% of outstanding shares |
- DECAP stock units held as of December 31, 2024: 83,168 units .
- No pledging: None of the common stock beneficially owned by directors/executives was pledged; firm policy prohibits hedging and pledging by directors .
Governance Assessment
- Strengths: Independent Risk Committee Chair with deep asset management and investor experience; strong election support in 2024 and 2025; compliance environment prohibits hedging/pledging; director equity ownership requirement enhances alignment .
- Engagement: Board met 14 times in 2024; directors met attendance thresholds; executive sessions held regularly; independent oversight through committee structure and Lead Independent Director .
- Compensation alignment: Director pay mix balanced between cash retainers and equity; equity delivered via DECAP with long-term alignment features; no performance-based director pay that could create misaligned risk-taking .
- Conflicts/Red Flags: No Traquina-specific related-party transactions disclosed; firm applies a written Related Person Transactions Policy with G&S Committee oversight; no pledging/hedging; no option repricing or director-specific tax gross-ups disclosed. External board seats at eBay and Allstate present typical interlocks but no firm-identified conflicts; Board’s overboarding policy limits total public boards to four for non-CEO directors .
- Context: 2024 “Say on Pay” garnered lower support versus historical average (75% favorable), addressed by expanded shareholder engagement; not specific to directors but relevant to governance climate .