Shelley B. Leibowitz
MORGAN STANLEYAbout Shelley B. Leibowitz
Independent director of Morgan Stanley since 2020; age 64 as of the 2025 annual meeting. Former Group CIO of the World Bank with prior CIO roles at Morgan Stanley, Greenwich Capital Markets, Barclays Capital, and Investment Risk Management; currently President of SL Advisory (founded 2016). Education: Williams College, BA. Core credentials: enterprise technology leadership, digital transformation, information security, risk management, and technology governance in financial services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Bank | Group Chief Information Officer | 2009–2012 | Led enterprise technology transformation and risk/IT governance |
| Morgan Stanley; Greenwich Capital Markets; Barclays Capital; Investment Risk Management | Chief Information Officer (various) | Prior to 2009 | CIO roles across leading financial institutions; deep markets/infrastructure expertise |
| SL Advisory | President | 2016–present | Advises on innovation, digital transformation, IT portfolio/risk, and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Elastic N.V. (NYSE: ESTC) | Director | Current | Public company directorship |
| E*TRADE Financial | Director | 2014–2020 | Board service concluded at closing of MS acquisition (Oct 2020) |
| Council on Foreign Relations | Member | Current | Policy/geo-economic perspective |
| NACD New York | Board Member | Current | Director education/governance community |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent (Board-determined under NYSE and Firm standards) |
| Committee Assignments | Audit Committee (member); Operations & Technology Committee (member) |
| Committee Focus Areas | Audit: financial reporting, internal controls, compliance, legal/financial crimes risk, auditor oversight; O&T: operations/technology strategy, major IT spend, cybersecurity, operational risk (fraud, third-party, resilience) |
| Attendance | Board met 14 times in 2024; each director attended ≥75% of applicable meetings |
| Years on Board | Director since 2020 |
| Executive Sessions | Non-management and independent directors meet regularly in executive session led by the Independent Lead Director |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer | $100,000 (increased to $115,000 effective Nov 1, 2024) | No member/meeting fees; chair retainers: Audit/Risk $40k; other committees $30k |
| Fees earned (cash) – Leibowitz | $102,500 | 2024 service period proration |
| Annual equity award – Leibowitz | $260,000 | Granted as stock units under DECAP; monthly vesting for annual grant |
| Total – Leibowitz | $362,500 | Sum of cash and equity grant-date fair value |
| Equity program design (DECAP) | 50% “Career Units” (payable at board exit), 50% “Current Units” (payable at 1-year), with optional deferral; initial and annual grant $260k (annual value increased to $275k in policy disclosure) |
Performance Compensation
Directors are not paid performance bonuses and do not receive performance stock/option awards; director equity is time-based stock units to align interests and support independence.
| Performance Metric | Applies to Director Pay? | Detail |
|---|---|---|
| Financial/ESG/TSR metrics | No | DECAP grants are time-based DSUs; no performance conditions for non-employee directors |
Other Directorships & Interlocks
| Company | Role | Committee Roles Disclosed | Interlock/Conflict Notes |
|---|---|---|---|
| Elastic N.V. | Director | Not disclosed in MS proxy | Standard external directorship; no interlock issues disclosed |
| E*TRADE Financial (past) | Director | N/A | Ended with MS acquisition (Oct 2020) |
Expertise & Qualifications
- Technology/cybersecurity/information security oversight; digital transformation in financial services .
- Operational and risk governance: aligns tightly with remit of Operations & Technology Committee and enterprise cyber oversight .
- Prior CIO roles in top-tier financial institutions and multi-lateral development context (World Bank) create depth in resilience, data, and control frameworks .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Common stock beneficially owned (Feb 28, 2025) | 37,076 shares |
| Underlying stock units (DECAP) | 9,318 units (Feb 28, 2025) ; 9,256 units (Dec 31, 2024 snapshot) |
| Total (shares + units) reported (Feb 28, 2023) | 46,394 |
| Pledged shares | None (no common stock beneficially owned by directors was pledged) |
| Ownership guideline | Must hold shares/equity equal to 5x annual cash Board retainer; retain 100% of after-tax stock unit awards until compliant; hedging/pledging prohibited |
Insider Trades (Form 4)
| Date (Filing) | Transaction Date | Type | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-11-07 | 2025-11-07 | Gift (G) | 1,800 | $0.00 | 46,883.484 shares | https://www.sec.gov/Archives/edgar/data/895421/000162828025050743/0001628280-25-050743-index.htm |
| 2025-06-03 | 2025-06-01 | Award/Grant (A) | 2,155.455 | $0.00 | 48,613.916 shares | https://www.sec.gov/Archives/edgar/data/895421/000162828025029043/0001628280-25-029043-index.htm |
| 2024-06-03 | 2024-06-01 | Award/Grant (A) | 2,675.293 | $0.00 | 46,184.891 shares | https://www.sec.gov/Archives/edgar/data/895421/000162828024026346/0001628280-24-026346-index.htm |
Notes: Transactions reflect annual director equity awards under DECAP and a personal gift; type “A” denotes stock/RSU award; “G” denotes gift. Post-transaction ownership figures per Form 4s above.
Director Compensation Structure and Alignment
- Pay mix heavily equity-oriented: annual equity awards of $260k; cash retainer $100k (raised to $115k effective Nov 1, 2024), with no meeting fees and only chair uplifts (not applicable to Leibowitz) .
- Ownership alignment mechanisms: 5x cash retainer ownership requirement; 50% of annual grant deferred to board exit; retention of 100% after-tax stock unit awards until guideline met; hedging/pledging prohibited .
- 2024 director compensation for Leibowitz: $102,500 cash; $260,000 equity; total $362,500 .
Potential Conflicts and Related-Party Exposure
- Independence confirmed: Board determined Leibowitz is independent under NYSE and Firm standards .
- Ordinary-course relationships: The Board reviewed independent directors’ use of Morgan Stanley products/services and deemed such relationships immaterial to independence (applies to, among others, Ms. Leibowitz) .
- Related person transactions: No person-specific related-party transactions disclosed for Leibowitz; G&S Committee oversees policy and approvals .
Governance Assessment
- Effectiveness: Her deep CIO background and current O&T Committee role position her to challenge management credibly on technology strategy, resiliency, third-party risk, and cybersecurity—core risk areas explicitly overseen by O&T and the Board’s cyber framework .
- Independence and engagement: Classified independent; attended at least 75% of Board/committee meetings in 2024; standard director equity structure with robust ownership requirements supports alignment without pay-for-performance distortions in board oversight incentives .
- Red flags: None observed—no pledging, no disclosed related-party transactions, no meeting fee dependence, and clean independence review; say-on-pay (executive program) received 75% approval in 2024, which the Board addressed via enhanced engagement and no one-time NEO awards in 2024, indicating responsiveness to investor feedback (context for overall governance culture) .
Summary signal for investors: Technology and cyber risk oversight credentials directly mapped to committee remit; independent status with strong ownership alignment and clean related-party posture. No attendance or compensation anomalies detected .