Sharon Yeshaya
MORGAN STANLEYAbout Sharon Yeshaya
Executive Vice President and Chief Financial Officer of Morgan Stanley since June 1, 2021; she joined Morgan Stanley in 2001 and previously served as Head of Investor Relations, Chief of Staff to the Chairman/CEO, and Co-Head of New Product Origination in Derivative Structured Products . She was 41 at the time of her CFO appointment (May 2021) and joined the Operating Committee with a $1,000,000 base salary aligned to the outgoing CFO . Under her tenure, Morgan Stanley delivered record 2024 net revenues of $61.8B, net income of ~$13.4B, ROTCE of 18.8%, and one-year TSR of 40%; five-year TSR outperformed the S&P Financials sector, evidencing strong pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morgan Stanley | Head of Investor Relations | 2016–2021 | Led investor communications through strategic transformation and acquisitions; elevated firm narrative to markets |
| Morgan Stanley | Chief of Staff, Office of the Chairman & CEO | 2015–2016 | Supported CEO on strategy, succession, and execution priorities |
| Morgan Stanley | Co-Head, New Product Origination – Derivative Structured Products | Prior to 2015 | Built origination in derivatives; held research, trading, and structuring roles in Fixed Income Division |
| Morgan Stanley | Joined firm | 2001–present | Progressive leadership culminating in CFO and Operating Committee membership |
External Roles
No public company directorships or external board roles disclosed for Ms. Yeshaya in the proxied period. (No disclosure in DEF 14A 2024 or 2025) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,000,000 | $1,000,000 | $1,000,000 |
| Cash Bonus ($) | $3,937,500 | $5,162,500 | $6,737,500 |
| All Other Compensation ($) | $26,100 | $30,014 | $38,146 |
| Total Compensation ($) | $10,014,902 | $11,262,618 | $15,242,991 |
Performance Compensation
| Program | Metric(s) | Weighting | Target/Units | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 PSUs (granted Jan 17, 2024) | Average ROTCE and Relative ROTCE vs peer group (BAC, BCS, C, DB, GS, JPM, UBS, WFC) | 50% ROTCE; 50% Relative ROTCE | Target 55,602; Threshold 37,068; Max 1.5x target | In progress (2024–2026) | TBD (0–1.5x) | Scheduled conversion in 2027 |
| 2025 PSUs (granted Jan 17, 2025) | Average ROTCE and Relative ROTCE (same structure) | 50%/50% | Target 31,064 units | In progress (2025–2027) | TBD | Scheduled conversion after 3-year period |
| 2022 PSUs (vested Dec 31, 2024) | Average ROTCE and Relative ROTCE over 2022–2024 | 50%/50% | Not disclosed | Firm achieved 136.82% of target | 136.82% payout | Converted Feb 21, 2025 |
| 2024 RSUs (granted Jan 17, 2025 for 2024 performance) | Time-based | n/a | 43,947 units (value $6,012,500 at grant VWAP $136.8115) | n/a | n/a | Scheduled conversion Jan 27, 2028 |
| 2023 RSUs (granted Jan 17, 2024 for 2023 performance) | Time-based | n/a | 49,968 units (value $4,212,500 at grant VWAP $84.3039) | Vested at grant due to retirement eligibility; subject to cancellation until conversion | n/a | Conversion per award schedule (3-year deferral) |
Notes:
- PSU multipliers: 0.0/0.5/1.0/1.5 tied to ROTCE levels (≥16% absolute or ≥75th percentile relative yields 1.5x) .
- 2024 RSUs/PSUs feature clawback/cancellation for risk/control breaches and double-trigger change-of-control protections .
Equity Ownership & Alignment
| Ownership Category | Amount | Notes |
|---|---|---|
| Common Stock | 25,863 shares (13,295 held in trust) | Sole voting/investment power except trust shares |
| Underlying Stock Units (vested RSUs held in trust) | 127,665 units | Voting rights through trust; excludes PSUs |
| Total Beneficial Ownership | 153,528 (less than 1% outstanding) | None of the shares pledged |
| Unearned PSUs (unvested) | 90,400 units ($11,365,189 @ $125.72) | 2023/2024 PSU programs; scheduled conversion 2026/2027 if goals met |
| 2024 Stock Vested Activity | 49,968 RSUs ($4,212,500); 27,895 PSUs ($3,509,746) | 2022 PSUs paid at 136.82% of target |
| Nonqualified Deferred Comp (RSUs) | Exec contributions $4,212,500; balance $13,872,788; withdrawals $927,110 | RSUs accrue dividend equivalents; convert at scheduled dates |
| Ownership Guidelines | CFO must reach 6× base salary in shares/awards within 5 years; retain 75% of Equity Award Shares until requirement met | All Operating Committee members are in compliance |
| Hedging/Pledging | Prohibited for executive officers; no hedging or pledging of RSUs/PSUs | Insider Trading Policy governs windows/compliance |
Implications:
- Near-term selling pressure: RSU conversions (e.g., 2024 RSUs in Jan 2028) and PSU settlements (2023 in 2026; 2024 in 2027) imply defined event windows; retention rules (75% hold until guideline met) reduce free-float supply from awards .
Employment Terms
| Provision | Details |
|---|---|
| Appointment | CFO effective June 1, 2021; Operating Committee member; base salary $1,000,000; same benefits as outgoing CFO |
| Severance | Broad-based Severance Pay Plan: $200,000 cash upon involuntary termination not for cause (requires release) |
| RSU Treatment | Retirement-eligible RSUs considered vested for proxy purposes; payable on scheduled dates; accelerated on death/government service/CIC with double trigger conditions |
| PSU Treatment | Payable only if performance goals met; change-in-control payout requires qualifying termination within 18 months and satisfies award terms; valuation methodology outlined for special terminations |
| Retiree Health Coverage (PV) | $1,341,648 at Dec 31, 2024 (assumptions disclosed) |
| Clawbacks/Cancellation | Robust clawback for restatements, risk violations, material adverse outcomes; cancellation for competitive activity, cause, solicitation, misuse of proprietary info |
| Hedging/Pledging | Prohibited for executive officers; policy filed; windows enforced |
Compensation Structure Analysis
- Year-over-year mix: Cash bonus rose from $3.94M (2022) → $5.16M (2023) → $6.74M (2024); equity stock awards increased to $7.47M in 2024, indicating higher at-risk pay aligned to PSUs and RSUs .
- Performance metrics: PSUs tie 3-year outcomes to ROTCE and Relative ROTCE versus global peers; multipliers (0–1.5x) enforce pay-for-performance; 2022 PSU payout at 136.82% validates alignment .
- Governance features: Double-trigger CIC; no tax gross-ups; no option repricing; dividend equivalents paid only after vesting; strong cancellation/clawback terms .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval averaged 93% (2014–2023); 2024 approval 75% as investors scrutinized 2023 one-time Staking Awards (not applicable to CFO) . CMDS Committee increased engagement and granted no one-time awards in 2024 .
Performance & Track Record
| Firm Performance Metric | 2023 | 2024 |
|---|---|---|
| Net Revenues | Durable performance with 14% TSR; ROTCE 12.8% | Record $61.8B; Net Income ~$13.4B; EPS $7.95; ROTCE 18.8% |
| Capital | CET1 15.2% (2023) | CET1 15.9%; CET1 accretion $5.6B; dividend increased to $0.925; $5.7B dividends paid |
| Shareholder Returns | 14% one-year TSR (2023) | 40% one-year TSR; five-year TSR outperformed S&P Financials |
Equity Ownership & Alignment (Skin-in-the-Game)
- Compliance with stringent equity ownership: CFO must reach 6× salary within five years and retain 75% of award shares until compliant; all Operating Committee members are in compliance, supporting alignment and reducing discretionary sales .
- No pledged shares and hedging prohibited, reducing alignment risks .
Investment Implications
- Alignment strength: High PSU weighting on ROTCE/relative ROTCE and robust clawback/cancellation terms suggest continued pay-for-performance discipline; 2022 PSU payout at 136.82% corroborates linkage .
- Supply dynamics: Defined RSU/PSU conversion events (2026–2028) create predictable windows; retention requirements (75% hold) temper free-float impact from executive equity .
- Retention/continuity: Modest severance ($200k) and double-trigger CIC, plus no one-time awards in 2024, indicate governance focus and reduced pay-risk inflation; CFO stability since 2021 supports execution consistency amid firm growth targets .
- Risk mitigants: No hedging/pledging; strong clawbacks; five-year TSR outperformance versus sector suggests compensation structures support long-term value creation .