Rayford Wilkins, Jr.
MORGAN STANLEYAbout Rayford Wilkins, Jr.
Rayford Wilkins, Jr. is an independent director of Morgan Stanley, serving on the Board since 2013. He is age 73 as of the 2025 annual meeting and brings extensive leadership, risk management, technology and operational experience from senior roles at AT&T; he holds a Bachelor’s degree from the University of Texas at Austin . At Morgan Stanley, he chairs the Governance & Sustainability (G&S) Committee and serves on the Compensation, Management Development & Succession (CMDS) Committee, with the Board affirming his independence under NYSE and Firm standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T (Diversified Businesses) | Chief Executive Officer (oversaw international investments, AT&T Interactive, Advertising Solutions, Customer Information Services) | Oct 2008 – Mar 2012 | Led growth and operations across multiple business lines . |
| AT&T/SBC | Group President & CEO, SBC Enterprise Business Services; Group President, SBC Marketing & Sales | Not specified | Senior operating leadership in enterprise services and sales . |
| Pacific Bell & Nevada Bell | President & CEO (each) | Not specified | P&L leadership of regional telecom operations . |
| Southwestern Bell Telephone | Various roles | Began 1974 | Early career and progression through operating roles . |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Caterpillar Inc. | Director | Current | Current U.S.-listed public company directorship . |
| Valero Energy Corporation | Director | Current | Current U.S.-listed public company directorship . |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director (affirmed by Board) . |
| MS Board/Committee roles | Chair, Governance & Sustainability Committee; Member, CMDS Committee . |
| Committee meetings (2024) | G&S: 4; CMDS: 7 . |
| Board meetings (2024) | 14 total Board meetings . |
| Attendance | Each current director attended at least 75% of Board and applicable committee meetings in 2024 . |
| Overboarding policy | Non-CEO directors may serve on up to three other public company boards (Wilkins serves on two) . |
| Independence review details | Use of Firm products/services by directors (e.g., WM accounts, funds) treated as ordinary-course and immaterial; independence affirmed . |
Fixed Compensation (Director pay for 2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $132,500 |
| Stock Awards (annual director equity grant) | $260,000 |
| Total | $392,500 |
Retainer schedule (effective for 2024 service period):
- Board Member annual retainer: $100,000, increased to $115,000 effective Nov 1, 2024 .
- Committee Chair retainers: Audit/Risk $40,000; All Other Committees (incl. G&S) $30,000 .
- Independent Lead Director retainer: $100,000 .
Performance Compensation (Director equity structure)
- Annual director equity award (DECAP): $260,000 grant-date fair value; initial and annual awards are 50% “Career Units” (payable at retirement) and 50% “Current Units” (payable on first anniversary) with monthly vesting; directors may elect to further defer payment subject to plan limits .
- 2024 grant mechanics: annual stock unit awards granted June 1, 2024 using VWAP of $97.1856 for share calculations .
- Directors may elect to receive cash retainers as deferred stock units (“Elective Units”) under DECAP; Elective Units are fully vested .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict at MS | Status/Disclosure |
|---|---|---|
| Caterpillar Inc. | None disclosed in MS related-person transactions | 2025 proxy “Certain Transactions” does not list transactions involving Mr. Wilkins or his affiliated entities; G&S Committee reviews any related-person transactions . |
| Valero Energy Corporation | None disclosed in MS related-person transactions | Same as above . |
Expertise & Qualifications
- Qualifications highlighted by MS: extensive leadership, risk management, technology and operational experience; international perspective from AT&T roles; sustainability perspective .
- Education: Bachelor’s degree, University of Texas at Austin .
Equity Ownership
| As of Date | Common Stock | Underlying Stock Units | Total Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Feb 28, 2025 | 31,941 | 41,537 | 73,478 | <1% | None of the common stock beneficially owned by directors/executives was pledged as of this date . |
| Dec 31, 2024 (units reference) | — | 41,262 | — | — | Aggregate DECAP stock units held at year-end . |
Additional alignment policies:
- Director equity ownership requirement: 5× annual cash Board retainer; directors must retain 100% of stock unit awards (after-tax) until the guideline is met; 50% of awards payable only upon retirement, enhancing alignment .
- Prohibition on hedging/pledging MS securities by directors and Section 16 officers .
Insider Trades (selected filings)
| Filing Date | Form | Description | Source |
|---|---|---|---|
| Jun 3, 2025 | Form 4 | Annual director stock unit grant reported for transaction date Jun 1, 2025 | https://www.sec.gov/Archives/edgar/data/1184395/0001628280-25-029031.txt |
| May 21, 2015 | Form 4 | RSU award under DECAP; 6,470.113 units awarded at no cost (Table I shows resulting beneficial holdings) | https://www.sec.gov/Archives/edgar/data/0000895421/000120919115045419/xslF345X03/doc4.xml |
Note: Directors typically report routine annual DECAP stock unit grants on Form 4 around June 1 each year; values are determined using grant-date VWAP per DECAP terms .
Governance Assessment
- Board effectiveness/engagement: Wilkins chairs the G&S Committee (4 meetings in 2024) overseeing Board succession, director compensation policy, political activities oversight, ESG oversight, and related-person transaction reviews; he also serves on CMDS (7 meetings in 2024) overseeing executive compensation, succession, and human capital—indicating high engagement in key governance levers .
- Independence and conflicts: Independence affirmed by the Board; ordinary-course use of Firm services by directors (including Wilkins) deemed immaterial under categorical standards; no related-person transactions involving him disclosed in 2024 .
- Ownership alignment: Holds meaningful stock and stock units with no pledging, and is subject to a stringent 5× retainer ownership guideline and anti-hedging/pledging policy, supporting shareholder alignment .
- Attendance: At least 75% of Board/committee meetings in 2024 (Board met 14 times), with additional informal engagements, consistent with expectations for independent directors .
RED FLAGS
- None identified from MS disclosures: no pledging; independence affirmed; overboarding within policy limits; no related-party transactions involving Wilkins disclosed; director compensation structure is standard (cash retainer + DECAP equity) with retirement-deferral features .