Thomas H. Glocer
MORGAN STANLEYAbout Thomas H. Glocer
Independent Lead Director of Morgan Stanley; age 65 at the 2025 annual meeting; director since 2013. Former CEO of Thomson Reuters (2008–2011) and Reuters Group PLC (2001–2008); Founder and Managing Partner of Angelic Ventures (since 2012). Education: Columbia University (BA) and Yale Law School (JD). Recognized by Morgan Stanley’s CEO for his leadership as Independent Lead Director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomson Reuters Corporation | Chief Executive Officer | Apr 2008 – Dec 2011 | Led global news/information business; technology and international operating experience cited as key qualification for MS board |
| Reuters Group PLC | Chief Executive Officer | Jul 2001 – Apr 2008 | Senior leadership across global markets; preceded by multiple executive roles after joining in 1993 |
| Davis Polk & Wardwell LLP | M&A Lawyer | 1984 – 1993 | Corporate/M&A legal background; complements board oversight of strategy and risk |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Angelic Ventures, LP | Founder & Managing Partner | 2012 – Present | Family office investing in fintech, cyber defense, media |
| Merck & Co., Inc. | Director | Current | Only U.S.-listed public company directorship disclosed for Glocer |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Mr. Glocer is independent under MS Director Independence Standards and NYSE rules |
| Current MS Board Role | Independent Lead Director (appointed annually by independent directors) |
| Lead Director Duties | Presides at meetings without Chair; leads independent sessions; approves agendas/materials/schedules; liaises with management, regulators, and shareholders; leads board/lead director evaluations and board succession |
| MS Committees | CMDS (Compensation, Management Development & Succession) – Member; Governance & Sustainability (G&S) – Member |
| Committee Meetings in 2024 | CMDS: 7; G&S: 4 |
| Board Meetings/Attendance (2024) | Board met 14 times; each current director attended ≥75% of Board and committee meetings held during their service; all directors attended 2024 annual meeting |
| Years on MS Board | Director since 2013 (≈12 years as of 2025 annual meeting) |
| Executive Sessions | Non-management and independent directors meet regularly in executive session chaired by the Independent Lead Director |
| Shareholder Engagement | Lead Independent Director participated in enhanced shareholder outreach after 2024 Say-on-Pay (75% support) to discuss compensation/governance matters |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $202,500 | Includes Board/committee retainers and Lead Independent Director retainer (no meeting fees) |
| Stock Awards (DECAP stock units) | $260,000 | Annual equity award granted June 1, 2024; 50% “Career Units” (paid at board exit), 50% “Current Units” (payable on 1st anniversary; vests monthly) |
| Total 2024 Director Compensation | $462,500 | Sum of cash and equity |
| Retainer Schedule (effective 2024) | Board member retainer $100,000 (raised to $115,000 effective Nov 1, 2024); Independent Lead Director +$100,000; Committee chair fees: Audit/Risk $40,000, other committees $30,000; no meeting/member fees | |
| Elective Deferrals (DECAP) | Eligible; Elective Units granted in lieu of cash at VWAP $97.1856 (Jun 1, 2024) and $132.0352 (Dec 1, 2024) to Mr. Glocer among others |
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Non-Employee Director Equity | Fixed-value DECAP stock unit grants; time-based vesting; mix of Career Units and Current Units | No performance-vested awards for directors disclosed; equity not tied to TSR/ROTCE for directors |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Merck & Co., Inc. | Director | Only current U.S.-listed public directorship disclosed for Glocer; no compensation committee interlocks reported by MS for CMDS members |
Expertise & Qualifications
- Leadership: Former CEO (Reuters/Thomson Reuters); early-stage investor/operator (Angelic Ventures)
- Finance/Operations/Technology: Noted for finance, operational and technology experience; international perspective
- Governance: Independent Lead Director responsibilities, including agenda/materials approval, evaluation leadership, succession planning
- Legal/Regulatory: JD; prior M&A legal practice; contributes to oversight of risk and governance
Equity Ownership
| Item | Amount | As-Of | Notes |
|---|---|---|---|
| Common Stock Beneficially Owned | 4,245 | Feb 28, 2025 | Sole voting/investment power (subject to any trust notes) |
| Underlying Stock Units (director DECAP) | 111,264 | Feb 28, 2025 | Corresponds to outstanding director stock units; excludes PSUs; directors may vote shares corresponding to RSUs |
| Total Beneficial Ownership | 115,509 | Feb 28, 2025 | <1% of common stock outstanding; none of the common stock beneficially owned by directors/officers was pledged |
| Director Ownership Requirement | 5× the annual cash Board retainer; retain 100% of stock unit awards (after-tax) until guideline met | ||
| Hedging/Pledging | Directors prohibited from pledging/hedging MS securities |
Governance Assessment
-
Strengths
- Independent Lead Director with strong, formal authorities improves board effectiveness (agenda control, evaluation leadership, shareholder/regulator access) .
- Deep CEO/operator background and technology/international experience align with MS’s strategic oversight needs; explicitly cited in board skills disclosures .
- Active on CMDS and G&S committees overseeing executive pay, succession, governance, ESG, and related-party policies; both committees exclusively independent .
- Ownership alignment via significant stock unit holdings and robust director ownership/anti-hedging policies; no pledging disclosed .
-
Watch items
- 2024 Say-on-Pay support fell to 75% (vs. 93% long-term average), partly due to 2023 one-time “Staking Awards”; CMDS (of which Glocer is a member) increased shareholder engagement and made no one-time awards for 2024, signaling responsiveness but worth continued monitoring of investor sentiment and pay design continuity .
-
Conflicts/Related-Party Exposure
- Directors (incl. Glocer) may be MS clients (e.g., WM accounts) and MS may extend credit in ordinary course; board determined such relationships immaterial to independence when within policy thresholds and ordinary course .
- No compensation committee interlocks reported for CMDS (mitigates interlock risk) .
Overall signal: High governance quality—independent leadership, strong committee oversight, responsive engagement—supports investor confidence; maintain focus on CMDS’ execution of pay-for-performance and continued transparent engagement post-2024 Say-on-Pay.