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Ted Pick

Ted Pick

Chairman and Chief Executive Officer at MORGAN STANLEYMORGAN STANLEY
CEO
Executive
Board

About Ted Pick

Ted Pick is Chairman and Chief Executive Officer of Morgan Stanley; he became CEO on January 1, 2024 and was elected Chairman effective January 1, 2025 . He joined Morgan Stanley in 1990, rose through Sales & Trading, Equities and Capital Markets leadership, and served as Co‑President and Head of Institutional Securities prior to becoming CEO . Education: Middlebury College (Phi Beta Kappa) and Harvard Business School MBA . Under his first year of leadership (2024), the Firm delivered record net revenues of $61.8B, net income of ~$13.4B, EPS $7.95, ROTCE 18.8%, CET1 15.9%, and 1‑year TSR of 40%, with market cap surpassing $200B .

Past Roles

OrganizationRoleYearsStrategic Impact
Morgan StanleyChairman of the BoardJan 2025–presentCombined Chair/CEO role to present unified strategy; supported by robust Lead Independent Director oversight .
Morgan StanleyChief Executive OfficerJan 2024–presentLed “Integrated Firm” execution; record financials and ROTCE progress in 2024 .
Morgan StanleyCo‑President; Co‑Head Corporate StrategyJun 2021–Dec 2023Leadership continuity through CEO transition; firmwide strategy stewardship .
Morgan StanleyHead of Institutional SecuritiesJul 2018–Dec 2023Grew wallet share and segment revenues; risk discipline .
Morgan StanleyGlobal Head of Sales & TradingOct 2015–Jul 2018Engineered Fixed Income turnaround, strengthened trading platform .
Morgan StanleyHead / Co‑Head of Global EquitiesApr 2009–Oct 2015Led business to leading global position .
Morgan StanleyCo‑Head Global Capital Markets / Global ECMDec 2005–Jul 2009Supported capital raising through crisis; strategic advisory .
Morgan StanleyJoined firm; promoted MD1990; MD in 2002Long-tenured operator; Operating Committee since 2012 .

External Roles

OrganizationRoleYearsNotes
The Metropolitan Museum of ArtTrustee; Investment and Nominating & Governance CommitteesCurrentNon-profit governance and investment oversight .
Institute of International FinanceBoard MemberCurrentIndustry policy network engagement .
Morgan Stanley Alliance for Children’s Mental HealthChair, Advisory BoardCurrentHuman capital and ESG leadership .
Public company boardsNoneProxy lists no other U.S.-listed boards for Pick .

Fixed Compensation

Component2024 Amount (USD)
Base Salary$1,500,000
Cash Bonus$8,125,000

Notes: Mr. Pick’s base salary was increased to align CEO pay structure; total CEO pay decision for 2024 was $34 million based on performance .

Performance Compensation

ElementMetricWeightingTargetActual/PayoutVesting
RSUs (Deferred Equity)Time-based$4,875,000 grant; 35,632 RSUs 50% converts Jan 27, 2027; 50% converts Jan 27, 2028; subject to cancellation/clawback .
PSUs (Deferred, Performance‑Vested)Absolute ROTCE (avg 2025–2027)50%13% → 1.0x; 16% → 1.5x; 8% → 0.5x; <8% → 0.0x Earns 0–1.5x; aggregate capped at 1.0 if MS Average ROTCE <9% Converts end of 2027; accrues dividend equivalents; clawback if performance based on materially inaccurate financials .
PSUs (Deferred, Performance‑Vested)Relative ROTCE vs peer group (avg 2025–2027)50%55th percentile → 1.0x; 75th → 1.5x; 25th → 0.5x; <25th → 0.0x Earns 0–1.5x; cap applies as above Same as above .
PSU Target Grant (2025 cycle)ROTCE objectives (abs/relative)60% of incentive comp delivered as PSUs142,530 PSUs target; $19,500,000 grant value Outcome contingent on 2025–2027 performance Converts 2027 .

Program features: 75% of CEO incentive comp deferred; 60% performance‑vested; 100% of deferred incentive in equity; robust cancellation and clawback provisions; double‑trigger change‑of‑control; no tax gross‑ups; no golden parachutes .

Equity Ownership & Alignment

ItemDetail
Beneficial Ownership557,499 common shares; 299,484 underlying stock units; total 856,983; none pledged; each individual <1% outstanding .
Outstanding Awards (12/31/2024)117,089 Staking RSUs ($14.72M); 523,112 PSUs at max ($65.77M) .
2024 Stock Vested76,064 RSUs (2023 award) valued $6,412,500; 124,351 PSUs (2022 award) valued $15,645,704 .
Ownership GuidelinesCEO must hold 10x base salary in shares/equity; retain 75% of equity award shares in first five years; executives in compliance .
Hedging/PledgingProhibited for directors and executive officers .
OptionsFirm does not currently grant options; none outstanding for NEOs .

Vesting schedule and potential selling pressure:

  • Staking RSUs: 117,089 units scheduled to convert on January 25, 2027; subject to cancellation/clawback and 75% retention requirement that constrains net sales .
  • 2024 RSUs: 35,632 RSUs; 50% converts Jan 27, 2027 and 50% Jan 27, 2028; cancellation/clawback apply; retention rules limit disposals .
  • PSUs: 2023 PSUs convert in 2026; 2024 and 2025 PSUs convert in 2027 based on ROTCE performance; conversion may add supply but retention requirements and clawbacks reduce sale volume .

Employment Terms

  • Severance and change‑of‑control: No special severance; eligible only for broad-based Severance Pay Plan on involuntary termination (e.g., $200,000 cash severance illustrative in table); equity awards have double‑trigger vesting on change‑of‑control; RSUs payable upon death, governmental service termination or qualifying change‑of‑control termination; PSUs pay based on performance or target as specified for certain termination scenarios .
  • Clawback/cancellation: Extensive triggers for misconduct, risk management violations, material adverse outcomes, restatements; PSU shares subject to Dodd‑Frank recoupment policy .
  • Non‑compete/notice: Awards cancel for prohibited competitive activity; 180‑day notice and non‑solicitation agreement with injunctive relief and award cancellation if breached .
  • Perquisites/pensions: No excessive perquisites; CEO reimburses for personal aircraft use within regulatory limits; no executive pensions beyond frozen ERP accruals; retiree health benefits available .

Board Governance

  • Role and independence: Pick is Chairman and CEO and a management director; Board determined 11 of 14 nominees are independent (Pick not independent) .
  • Lead Independent Director: Tom Glocer with expansive authorities (agenda approval, executive sessions, shareholder/regulator access) providing counterbalance to combined Chair/CEO structure .
  • Committees: Management director does not serve on Board committees; key committees (Audit, CMDS, G&S) are fully independent; Risk and Operations & Technology are chaired by independents and comprised solely of non‑management directors .
  • Attendance and oversight: Board met 14 times in 2024; each current director attended at least 75% of meetings; frequent executive sessions of non‑management and independent directors .

Director Compensation

  • Employee directors (including Pick) receive no compensation for Board service; independent directors’ program includes cash retainers and equity (DECAP) with ownership requirements of 5x retainer .

Compensation Peer Group, Benchmarking, and Say‑on‑Pay

  • Comparison group for program evaluation: Bank of America, Citigroup, Goldman Sachs, JPMorgan, Wells Fargo, Barclays, Deutsche Bank, UBS .
  • CEO target range: Committee set 2024 CEO pay range from ≤$20M (below expectations) to ≥$40M (exceeds expectations) with the final decision at $34M based on exceptional performance .
  • One‑time 2023 Staking Awards: $20M equity awards to incoming CEO and Co‑Presidents to secure leadership continuity; 60% PSUs/40% RSUs; no retirement vesting; subject to cancellation/clawback; not part of regular compensation practice .
  • Say‑on‑Pay outcomes: Historical average support 93% (2014–2023); 2024 approval 75% with investor concerns on one‑time awards; enhanced engagement; no one‑time awards granted in 2024 .

Performance & Track Record

Metric2024 Result
Net Revenues$61.8B, record; +~14% YoY .
Net Income applicable to MS~$13.4B; +~47% YoY .
Diluted EPS$7.95 .
ROTCE18.8% vs 12.8% in 2023 .
Efficiency Ratio71% .
CET1 Ratio15.9%; accreted $5.6B CET1 .
DividendsQuarterly dividend raised to $0.925; $5.7B dividends paid .
TSR1‑year TSR 40%; outperformed S&P Financials peers over 1/3/5 years .

Business segment achievements: Institutional Securities net revenues $28.1B (+22% YoY); wealth net revenues $28.4B with 27.2% pre‑tax margin; Investment Management net revenues $5.9B with AUM $1.7T; fee‑based flows $123B in Wealth .

Risk Indicators & Red Flags

  • Combined Chair/CEO: Governance mitigants include strong Lead Independent Director and independent committees .
  • One‑time awards: 2023 Staking Awards drew investor criticism; response included commitment to avoid such awards barring extraordinary circumstances .
  • Hedging/pledging: Prohibited for executives; alignment positive .
  • Tax gross‑ups/golden parachutes: None; double‑trigger equity acceleration only .
  • Related party transactions: None for Pick; Firm policy and immaterial ordinary‑course transactions disclosed .

Upcoming Vesting Triggers (Trading Watch)

AwardUnitsDateNotes
Staking RSUs (2023)117,089Jan 25, 2027Subject to cancellation/clawback; retention requirements limit net sales .
2024 RSUs (for 2024 performance)35,63250% on Jan 27, 2027; 50% on Jan 27, 2028Deferred equity; cancellation/clawback; retention applies .
2023 PSUs2026Earned based on 2024–2026 (or specified) performance; payout 0–1.5x .
2024 PSUsTarget 149,4582027Absolute/relative ROTCE grid; cap at 1.0 if avg ROTCE <9% .
2025 PSUsTarget 142,5302027Same metrics; accrues dividend equivalents; clawback applies .

Retention policy requires the CEO to retain 75% of net shares during first five years, damping potential selling pressure around conversions .

Investment Implications

  • Strong pay‑for‑performance alignment: Heavy use of PSUs with absolute/relative ROTCE and multi‑year deferral/cancellation create high sensitivity to sustained profitability and capital discipline; 2024 results suggest likely PSU realizations above target if momentum continues .
  • Limited near‑term selling overhang: Significant upcoming 2027 conversions are mitigated by strict retention requirements (CEO retains 75%) and clawback/cancellation features; nonetheless, watch Q1 2027 for RSU/PSU conversions as potential supply events .
  • Governance trade‑off: Combined Chair/CEO with strong Lead Independent Director oversight; no golden parachutes or tax gross‑ups; robust clawbacks reduce tail‑risk of misaligned payouts .
  • Shareholder sentiment: 2024 Say‑on‑Pay dip (75%) linked to 2023 one‑time awards; the absence of 2024 one‑time grants and enhanced engagement should stabilize future votes; monitor any future recourse to extraordinary grants .
  • Execution risk and upside: 2024 performance across segments and ROTCE trajectory under Pick’s first year is a positive signal; continued delivery against ROTCE targets and asset‑led strategy in Wealth/IM are key levers for PSU payouts and valuation .