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DEF 14A Filing Data
Morgan Stanley (MS) DEF 14A6 Apr 23Definitive proxyFinancial data
Company Profile
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Registrant Name | MORGAN STANLEY |
Entity Central Index Key | 0000895421 |
Pay vs Performance Disclosure | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 | |
Pay vs Performance Disclosure [Table] | ||||
Pay vs Performance [Table Text Block] | Pay versus Performance Pursuant to SEC rules, the 2023 “Pay versus Performance” disclosure is required to include the following: (1) tabular compensation and performance disclosure for 2020, 2021, and 2022 (the PvP Table), (2) an unranked list of three to seven performance measures that the Company considers to be its most important measures used to align compensation actually paid to the NEOs for 2022 to Company performance (the PvP Measures), and (3) a clear description of the relationship between the “Compensation Actually Paid” in the PvP Table and each of the company-selected performance measures in the PvP Table, the Company’s Net Income and the Company’s TSR, and between the Company’s TSR and the Peer Group TSR, in each case over 2020-2022 (the PvP Relationship Disclosure). A detailed discussion of the CMDS Committee’s decisions regarding the compensation awarded to the NEOs for 2022 performance can be found in the CD&A. PvP TABLE Pursuant to SEC rules, the PvP Table is required to include for each year “Compensation Actually Paid” (CAP) to the CEO and the average CAP to the non-CEO NEOs. CAP is an SEC defined term that represents a new calculation of compensation that differs from compensation paid during the year, as well as the Summary Compensation Table (SCT) calculation of compensation, as detailed in footnote 1 of this PvP Table, and the way in which the CMDS Committee views annual compensation decisions, as discussed in Section 4.1 of the CD&A. For example, the CAP calculation for a given year includes the change in fair value of multiple years of equity grants that are outstanding and unvested during the year, or which vested during the year, whereas the SCT calculation includes only the fair value of equity awards granted during the year. The CAP calculation also includes the value of dividend equivalents accumulated on unvested equity awards, whereas the SCT calculation does not. These differences result in a CAP calculation that is significantly impacted by changes in stock price and other projected performance results and may be significantly higher or lower than the corresponding SCT calculation. It is also important to note that outstanding equity awards may be represented in more than one year of the table, as demonstrated in the supplemental table to footnote 1 to the PvP Table. Equity grants (RSU and LTIP awards) constitute a meaningful portion of compensation for the CEO and other NEOs. The value of equity grants will not be realized before the scheduled payment date (generally three years from grant) and the ultimate value of such awards is subject to changes in stock price. LTIP awards are further subject to the results of pre-determined three-year performance objectives. LTIP awards are earned based 50% on performance against Company ROE or ROTCE goals and 50% on the Company’s TSR relative to the TSR of the S&P 500 Financials Sector Index. While each participant was awarded a target number of LTIP performance units, the actual number of performance units earned could vary from zero up to 1.5 times target, if performance objectives are meaningfully exceeded, and no participant will receive any portion of the LTIP award if the threshold performance objectives are not met. (For a summary of historical LTIP program performance, see Section 4.3 of the CD&A.) In addition, equity awards are subject to cancellation upon certain events before they convert to shares of Company common stock. The CEO and other NEOs are also subject to an Equity Ownership Commitment and are not able to sell, transfer or otherwise dispose of all of the shares of Company common stock received upon conversion of equity awards (See “Ownership of our Stock – Executive Equity Ownership Commitment”). Value of Initial Fixed $100 Investment Based On: Summary Compensation Table Total for CEO Compensation Actually Paid to CEO (1) Average Summary Compensation Table Total for Non-CEO NEOs (2) Average Compensation Actually Paid to Non-CEO NEOs (1)(2) Total Shareholder Return (3) Peer Group Total Shareholder Return (3)(4) Net Income (5) Return on Tangible Common Equity (6) Year ($) ($) ($) ($) ($) ($) ($MM) (%) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2022 39,398,905 31,379,534 20,366,692 18,320,165 181 118 11,179 15.3 2021 34,941,635 81,936,888 17,590,506 28,214,797 202 132 15,120 19.8 2020 29,558,524 55,366,935 14,665,167 21,282,504 138 98 11,179 15.2 (1) To calculate CAP, the following amounts were deducted from and added to SCT total compensation to the CEO and the non-CEO NEOs, as reported in columns (b) and (d), respectively: CEO SCT Total to CAP to CEO Reconciliation (i) 2022 ($) 2021 ($) 2020 ($) CEO SCT TOTAL 39,398,905 34,941,635 29,558,524 Deductions for Amounts Reported Under “Stock Awards” Column in SCT (ii) 30,355,752 24,553,943 20,048,178 Deduction for “Change in Pension Value” Reported Under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column in SCT — 2,487 13,833 TOTAL DEDUCTIONS 30,355,752 24,556,430 20,062,011 Increase for Fair Value of Awards Granted During the Year That Vest During the Year (iii) 5,025,000 (2021 RSU) 7,875,000 (2020 RSU) 6,375,000 (2019 RSU) Increase for Year-End Fair Value of Awards Granted During the Year That Remain Unvested as of Year End (iv) 21,488,784 (2022 LTIP) 27,621,760 (2021 LTIP) 17,799,284 (2020 LTIP) Change in Fair Value From Prior Year End to Current Year End of Awards Granted Prior to Year That Were Outstanding and Unvested as of Year End (v) (2,916,102) (2021 LTIP) 14,593,707 (2020 LTIP) 10,966,944 (2019 LTIP) Change in Fair Value From Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested During the Year (vi) (3,890,745) (2020 LTIP) 18,890,359 (2019 LTIP) 9,075,237 (2018 LTIP) Increase for Dividends Paid During the Year Prior to Vesting Date of Award (vii) 2,629,445 2,570,858 1,653,956 TOTAL ADDITIONS 22,336,382 71,551,683 45,870,422 CAP to CEO 31,379,534 81,936,888 55,366,935 (i) The amounts reported under the “Option Awards” Column in the SCT, the incremental fair value of awards modified during the year, the fair value of awards granted prior to the year that were forfeited during the year, and the “Service Cost” and “Prior Service Cost” for Pension Plans are $0 for all years shown. (ii) Pursuant to SEC rules, the SCT is required to include for a particular year only those equity awards granted during the year, rather than awards granted after the particular year end that were awarded for performance during the particular year. Our annual equity awards relating to performance in a year are made in the following January, shortly after year end. (iii) Pursuant to SEC rules, includes the grant date fair value of RSU awards granted and vested in each year shown for performance in the prior year. RSU awards are generally granted and vested in January of each year for performance in the prior year. (iv) Pursuant to SEC rules, includes the year-end fair value of the outstanding unvested LTIP award granted in January of the year shown. (v) Pursuant to SEC rules, includes the change in fair value of the outstanding unvested LTIP award for each year shown. (vi) Pursuant to SEC rules, includes the change in fair value of the outstanding LTIP award that vested at year end for each year shown. (vii) Reflects the value of dividend equivalents accumulated on outstanding unvested LTIP awards during the year shown. The fair value of LTIP awards is determined in a manner consistent with that disclosed in consolidated financial statements included in the 2022 Form 10-K. The 50% of the LTIP awards that are earned based on performance against pre-determined Company ROE or ROTCE goals (the Performance Condition) are valued at the probable outcome of the Performance Condition and the Company’s closing share price at each measurement date. The 50% of the LTIP awards that are earned based on the Company’s TSR relative to the TSR of the S&P 500 Financials Sector Index (a market-based condition) are valued using a Monte Carlo valuation model at each measurement date. The table below sets out the range of assumptions applied in the Monte Carlo valuation model for each measurement date relevant to the CAP table. Risk-Free interest Expected stock price volatility Correlation coefficient December 31, 2022 4.36% - 4.67% 29.25 - 32.11 0.859 - 0.871 December 31, 2021 0.39% - 0.73% 26.03 - 44.29 0.840 - 0.918 December 31, 2020 0.10% - 0.13% 43.53 - 57.04 0.924 - 0.964 December 31, 2019 1.57% - 1.58% 23.30 - 25.43 0.875 - 0.895 Average Non-CEO NEOs SCT Total to Average CAP to Non-CEO NEOs Reconciliation (i) 2022 ($) 2021 ($) 2020 ($) Average Non-CEO NEOs SCT TOTAL 20,366,692 17,590,506 14,665,167 Deductions for Amounts Reported Under “Stock Awards” Column in SCT 12,591,183 9,376,344 6,297,732 Deduction for “Change in Pension Value” Reported under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column in SCT — — 50,313 TOTAL DEDUCTIONS 12,591,183 9,376,344 6,348,045 Increase for Fair Value of Awards Granted During the Year That Vest During the Year 5,379,048 (2021 RSU) 5,285,452 (2020 RSU) 2,517,500 (2019 RSU) Increase for Year-End Fair Value of Awards Granted During the Year That Remain Unvested as of Year End 6,118,256 (2022 LTIP) 6,804,598 (2021 LTIP) 4,920,979 (2020 LTIP) Change in Fair Value From Prior Year End to Current Year End of Awards Granted Prior to Year That Were Outstanding and Unvested as of Year End (735,969) (2021 LTIP) 3,227,785 (2020 LTIP) 2,946,120 (2019 LTIP) Change in Fair Value From Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested During the Year (ii) (877,325) (2020 LTIP) 4,106,761 (2019 LTIP) 2,153,144 (2018 LTIP) Increase for Dividends Paid During the Year Prior to Vesting Date of Award 660,646 576,040 427,639 TOTAL ADDITIONS 10,544,656 20,000,635 12,965,381 CAP to Non-CEO NEOs 18,320,165 28,214,797 21,282,504 (i) See notes (i) through (vii) to the “CEO SCT Total to CAP Reconciliation” Table in this footnote 1 above. (ii) For 2021, also includes multiple RSU awards for one NEO that vested in 2021 due to achieving FCR eligibility . (2) The Non-CEO NEOs reflected in columns (d) and (e) represent the following individuals for each of the years shown: 2022 Sharon Yeshaya, Edward N. Pick, Andrew M. Saperstein, Daniel A. Simkowitz 2021 Sharon Yeshaya, Jonathan M. Pruzan, Edward N. Pick, Andrew M. Saperstein, Daniel A. Simkowitz 2020 Jonathan M. Pruzan, Edward N. Pick, Andrew M. Saperstein, Daniel A. Simkowitz (3) TSR represents cumulative TSR over the following measurement period: (1) for 2022, December 31, 2019 to December 31, 2022; (2) for 2021, December 31, 2019 to December 31, 2021; and (3) for 2020, December 31, 2019 to December 31, 2020. For the Peer Group, the TSR is a weighted peer group TSR, weighted according to the respective peer companies’ stock market capitalization at the beginning of each period for which a return is calculated. (4) The Peer Group is the S&P Financials Sector Index, the same index that the Company uses for purposes of the stock performance graph required under Item 201(e)(1)(ii) of Regulation S-K. (5) Net Income represents net income as presented in Morgan Stanley’s financial statements. (6) Return on average tangible common equity (ROTCE) represents net income applicable to Morgan Stanley less preferred dividends as a percentage of average tangible common equity. Average tangible common equity represents average common equity adjusted to exclude goodwill and intangible assets net of allowable mortgage servicing rights deduction. | |||
Company Selected Measure Name | Return on Tangible Common Equity | |||
Named Executive Officers, Footnote [Text Block] | (2) The Non-CEO NEOs reflected in columns (d) and (e) represent the following individuals for each of the years shown: 2022 Sharon Yeshaya, Edward N. Pick, Andrew M. Saperstein, Daniel A. Simkowitz 2021 Sharon Yeshaya, Jonathan M. Pruzan, Edward N. Pick, Andrew M. Saperstein, Daniel A. Simkowitz 2020 Jonathan M. Pruzan, Edward N. Pick, Andrew M. Saperstein, Daniel A. Simkowitz | |||
Peer Group Issuers, Footnote [Text Block] | (4) The Peer Group is the S&P Financials Sector Index, the same index that the Company uses for purposes of the stock performance graph required under Item 201(e)(1)(ii) of Regulation S-K. | |||
PEO Total Compensation Amount | $ 39,398,905 | $ 34,941,635 | $ 29,558,524 | |
PEO Actually Paid Compensation Amount | $ 31,379,534 | 81,936,888 | 55,366,935 | |
Adjustment To PEO Compensation, Footnote [Text Block] | CEO SCT Total to CAP to CEO Reconciliation (i) 2022 ($) 2021 ($) 2020 ($) CEO SCT TOTAL 39,398,905 34,941,635 29,558,524 Deductions for Amounts Reported Under “Stock Awards” Column in SCT (ii) 30,355,752 24,553,943 20,048,178 Deduction for “Change in Pension Value” Reported Under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column in SCT — 2,487 13,833 TOTAL DEDUCTIONS 30,355,752 24,556,430 20,062,011 Increase for Fair Value of Awards Granted During the Year That Vest During the Year (iii) 5,025,000 (2021 RSU) 7,875,000 (2020 RSU) 6,375,000 (2019 RSU) Increase for Year-End Fair Value of Awards Granted During the Year That Remain Unvested as of Year End (iv) 21,488,784 (2022 LTIP) 27,621,760 (2021 LTIP) 17,799,284 (2020 LTIP) Change in Fair Value From Prior Year End to Current Year End of Awards Granted Prior to Year That Were Outstanding and Unvested as of Year End (v) (2,916,102) (2021 LTIP) 14,593,707 (2020 LTIP) 10,966,944 (2019 LTIP) Change in Fair Value From Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested During the Year (vi) (3,890,745) (2020 LTIP) 18,890,359 (2019 LTIP) 9,075,237 (2018 LTIP) Increase for Dividends Paid During the Year Prior to Vesting Date of Award (vii) 2,629,445 2,570,858 1,653,956 TOTAL ADDITIONS 22,336,382 71,551,683 45,870,422 CAP to CEO 31,379,534 81,936,888 55,366,935 (i) The amounts reported under the “Option Awards” Column in the SCT, the incremental fair value of awards modified during the year, the fair value of awards granted prior to the year that were forfeited during the year, and the “Service Cost” and “Prior Service Cost” for Pension Plans are $0 for all years shown. (ii) Pursuant to SEC rules, the SCT is required to include for a particular year only those equity awards granted during the year, rather than awards granted after the particular year end that were awarded for performance during the particular year. Our annual equity awards relating to performance in a year are made in the following January, shortly after year end. (iii) Pursuant to SEC rules, includes the grant date fair value of RSU awards granted and vested in each year shown for performance in the prior year. RSU awards are generally granted and vested in January of each year for performance in the prior year. (iv) Pursuant to SEC rules, includes the year-end fair value of the outstanding unvested LTIP award granted in January of the year shown. (v) Pursuant to SEC rules, includes the change in fair value of the outstanding unvested LTIP award for each year shown. (vi) Pursuant to SEC rules, includes the change in fair value of the outstanding LTIP award that vested at year end for each year shown. (vii) Reflects the value of dividend equivalents accumulated on outstanding unvested LTIP awards during the year shown. | |||
Non-PEO NEO Average Total Compensation Amount | $ 20,366,692 | 17,590,506 | 14,665,167 | |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 18,320,165 | 28,214,797 | 21,282,504 | |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | Average Non-CEO NEOs SCT Total to Average CAP to Non-CEO NEOs Reconciliation (i) 2022 ($) 2021 ($) 2020 ($) Average Non-CEO NEOs SCT TOTAL 20,366,692 17,590,506 14,665,167 Deductions for Amounts Reported Under “Stock Awards” Column in SCT 12,591,183 9,376,344 6,297,732 Deduction for “Change in Pension Value” Reported under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column in SCT — — 50,313 TOTAL DEDUCTIONS 12,591,183 9,376,344 6,348,045 Increase for Fair Value of Awards Granted During the Year That Vest During the Year 5,379,048 (2021 RSU) 5,285,452 (2020 RSU) 2,517,500 (2019 RSU) Increase for Year-End Fair Value of Awards Granted During the Year That Remain Unvested as of Year End 6,118,256 (2022 LTIP) 6,804,598 (2021 LTIP) 4,920,979 (2020 LTIP) Change in Fair Value From Prior Year End to Current Year End of Awards Granted Prior to Year That Were Outstanding and Unvested as of Year End (735,969) (2021 LTIP) 3,227,785 (2020 LTIP) 2,946,120 (2019 LTIP) Change in Fair Value From Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested During the Year (ii) (877,325) (2020 LTIP) 4,106,761 (2019 LTIP) 2,153,144 (2018 LTIP) Increase for Dividends Paid During the Year Prior to Vesting Date of Award 660,646 576,040 427,639 TOTAL ADDITIONS 10,544,656 20,000,635 12,965,381 CAP to Non-CEO NEOs 18,320,165 28,214,797 21,282,504 (i) See notes (i) through (vii) to the “CEO SCT Total to CAP Reconciliation” Table in this footnote 1 above. (ii) For 2021, also includes multiple RSU awards for one NEO that vested in 2021 due to achieving FCR eligibility . | |||
Equity Valuation Assumption Difference, Footnote [Text Block] | The fair value of LTIP awards is determined in a manner consistent with that disclosed in consolidated financial statements included in the 2022 Form 10-K. The 50% of the LTIP awards that are earned based on performance against pre-determined Company ROE or ROTCE goals (the Performance Condition) are valued at the probable outcome of the Performance Condition and the Company’s closing share price at each measurement date. The 50% of the LTIP awards that are earned based on the Company’s TSR relative to the TSR of the S&P 500 Financials Sector Index (a market-based condition) are valued using a Monte Carlo valuation model at each measurement date. The table below sets out the range of assumptions applied in the Monte Carlo valuation model for each measurement date relevant to the CAP table. Risk-Free interest Expected stock price volatility Correlation coefficient December 31, 2022 4.36% - 4.67% 29.25 - 32.11 0.859 - 0.871 December 31, 2021 0.39% - 0.73% 26.03 - 44.29 0.840 - 0.918 December 31, 2020 0.10% - 0.13% 43.53 - 57.04 0.924 - 0.964 December 31, 2019 1.57% - 1.58% 23.30 - 25.43 0.875 - 0.895 | |||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | PvP RELATIONSHIP DISCLOSURE As show in the table below, the Company’s cumulative TSR is significantly greater than the cumulative TSR of the S&P Financials Sector Index (the PvP Peer Group) as each is calculated in accordance with SEC rules for the PvP Table for each of the periods shown. The Company’s strategic acquisitions of E*TRADE and Eaton Vance, as well as the achievement of other long-term strategic objectives led by the CEO and the Company’s Operating Committee, of which the NEOs are a part, were significant contributors to the Company’s stock price outperformance. As shown in the table below, year over year changes to the CAP to CEO and the Average CAP to Non-CEO NEOs between 2020 and 2021 and between 2021 and 2022 generally correlate to changes in the Company’s cumulative TSR (as calculated pursuant to SEC rules for the PvP table), Net Income and ROTCE for the same periods. The Company delivered strong Net Income and ROTCE growth, and significant stock appreciation and returns to shareholders, over these periods. The table below shows that CEO and Average Non-CEO NEO compensation (as reported in SCT) changes were in line with changes in the Company’s Net Income and ROTCE, while changes in the value of the CAP to CEO and the Average CAP to Non-CEO NEOs were impacted by the following factors: dividends/change in pension value, and changes in fair value of equity awards (e.g., due to performance conditions of performance-based equity and share price). CEO PvP Relationship Non-CEO NEO PvP Relationship ($MMs) 2020 2021 2022 2021 vs 2020 2022 vs 2021 2020 2021 2022 2021 vs 2020 2022 vs 2021 COMPENSATION ACTUALLY PAID (CAP) Compensation Excluding Equity Awards 10 10 9 9 % (13)% 8 8 8 (2)% ( Equity Awards Granted During the Year (1) 20 25 30 22 % 24 % 6 9 13 49 % 34 % Impact of Changes in Fair Value (2) 26 47 (8) 82 % (117)% 7 11 (2) 61 % (119)% Dividends / Changes in Pension Value 2 3 3 57 % 2 % 1 1 1 53 % 15 % Impact on Outstanding LTIP Awards Share Price 16 30 (12) 91 % (140)% 4 7 (3) 67 % (144)% Performance Conditions 8 14 1 69 (90)% 2 3 0 49 % (89)% CAP to CEO/Non-CEO NEO 55 82 31 48 % (62)% 21 28 18 33 % (35)% PERFORMANCE MEASURES FOR CEO/NON-CEO NEO MS Net Income (Billions) 11 15 11 39 % (28)% MS ROTCE (%) 15.2% 19.8% 15.3% 460bps -450bps MS Total Shareholder Return (TSR) (3) 138 202 181 46 % (10)% Peer Group Cumulative TSR (3) 98 132 118 35 % (11)% (1) As reported in the SCT (2) For 2021, also includes multiple RSU awards for one NEO that vested in 2021 due to achieving FCR eligibility (3) Value of initial fixed $100 investment | |||
Compensation Actually Paid vs. Net Income [Text Block] | PvP RELATIONSHIP DISCLOSURE As show in the table below, the Company’s cumulative TSR is significantly greater than the cumulative TSR of the S&P Financials Sector Index (the PvP Peer Group) as each is calculated in accordance with SEC rules for the PvP Table for each of the periods shown. The Company’s strategic acquisitions of E*TRADE and Eaton Vance, as well as the achievement of other long-term strategic objectives led by the CEO and the Company’s Operating Committee, of which the NEOs are a part, were significant contributors to the Company’s stock price outperformance. As shown in the table below, year over year changes to the CAP to CEO and the Average CAP to Non-CEO NEOs between 2020 and 2021 and between 2021 and 2022 generally correlate to changes in the Company’s cumulative TSR (as calculated pursuant to SEC rules for the PvP table), Net Income and ROTCE for the same periods. The Company delivered strong Net Income and ROTCE growth, and significant stock appreciation and returns to shareholders, over these periods. The table below shows that CEO and Average Non-CEO NEO compensation (as reported in SCT) changes were in line with changes in the Company’s Net Income and ROTCE, while changes in the value of the CAP to CEO and the Average CAP to Non-CEO NEOs were impacted by the following factors: dividends/change in pension value, and changes in fair value of equity awards (e.g., due to performance conditions of performance-based equity and share price). CEO PvP Relationship Non-CEO NEO PvP Relationship ($MMs) 2020 2021 2022 2021 vs 2020 2022 vs 2021 2020 2021 2022 2021 vs 2020 2022 vs 2021 COMPENSATION ACTUALLY PAID (CAP) Compensation Excluding Equity Awards 10 10 9 9 % (13)% 8 8 8 (2)% ( Equity Awards Granted During the Year (1) 20 25 30 22 % 24 % 6 9 13 49 % 34 % Impact of Changes in Fair Value (2) 26 47 (8) 82 % (117)% 7 11 (2) 61 % (119)% Dividends / Changes in Pension Value 2 3 3 57 % 2 % 1 1 1 53 % 15 % Impact on Outstanding LTIP Awards Share Price 16 30 (12) 91 % (140)% 4 7 (3) 67 % (144)% Performance Conditions 8 14 1 69 (90)% 2 3 0 49 % (89)% CAP to CEO/Non-CEO NEO 55 82 31 48 % (62)% 21 28 18 33 % (35)% PERFORMANCE MEASURES FOR CEO/NON-CEO NEO MS Net Income (Billions) 11 15 11 39 % (28)% MS ROTCE (%) 15.2% 19.8% 15.3% 460bps -450bps MS Total Shareholder Return (TSR) (3) 138 202 181 46 % (10)% Peer Group Cumulative TSR (3) 98 132 118 35 % (11)% (1) As reported in the SCT (2) For 2021, also includes multiple RSU awards for one NEO that vested in 2021 due to achieving FCR eligibility (3) Value of initial fixed $100 investment | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | PvP RELATIONSHIP DISCLOSURE As show in the table below, the Company’s cumulative TSR is significantly greater than the cumulative TSR of the S&P Financials Sector Index (the PvP Peer Group) as each is calculated in accordance with SEC rules for the PvP Table for each of the periods shown. The Company’s strategic acquisitions of E*TRADE and Eaton Vance, as well as the achievement of other long-term strategic objectives led by the CEO and the Company’s Operating Committee, of which the NEOs are a part, were significant contributors to the Company’s stock price outperformance. As shown in the table below, year over year changes to the CAP to CEO and the Average CAP to Non-CEO NEOs between 2020 and 2021 and between 2021 and 2022 generally correlate to changes in the Company’s cumulative TSR (as calculated pursuant to SEC rules for the PvP table), Net Income and ROTCE for the same periods. The Company delivered strong Net Income and ROTCE growth, and significant stock appreciation and returns to shareholders, over these periods. The table below shows that CEO and Average Non-CEO NEO compensation (as reported in SCT) changes were in line with changes in the Company’s Net Income and ROTCE, while changes in the value of the CAP to CEO and the Average CAP to Non-CEO NEOs were impacted by the following factors: dividends/change in pension value, and changes in fair value of equity awards (e.g., due to performance conditions of performance-based equity and share price). CEO PvP Relationship Non-CEO NEO PvP Relationship ($MMs) 2020 2021 2022 2021 vs 2020 2022 vs 2021 2020 2021 2022 2021 vs 2020 2022 vs 2021 COMPENSATION ACTUALLY PAID (CAP) Compensation Excluding Equity Awards 10 10 9 9 % (13)% 8 8 8 (2)% ( Equity Awards Granted During the Year (1) 20 25 30 22 % 24 % 6 9 13 49 % 34 % Impact of Changes in Fair Value (2) 26 47 (8) 82 % (117)% 7 11 (2) 61 % (119)% Dividends / Changes in Pension Value 2 3 3 57 % 2 % 1 1 1 53 % 15 % Impact on Outstanding LTIP Awards Share Price 16 30 (12) 91 % (140)% 4 7 (3) 67 % (144)% Performance Conditions 8 14 1 69 (90)% 2 3 0 49 % (89)% CAP to CEO/Non-CEO NEO 55 82 31 48 % (62)% 21 28 18 33 % (35)% PERFORMANCE MEASURES FOR CEO/NON-CEO NEO MS Net Income (Billions) 11 15 11 39 % (28)% MS ROTCE (%) 15.2% 19.8% 15.3% 460bps -450bps MS Total Shareholder Return (TSR) (3) 138 202 181 46 % (10)% Peer Group Cumulative TSR (3) 98 132 118 35 % (11)% (1) As reported in the SCT (2) For 2021, also includes multiple RSU awards for one NEO that vested in 2021 due to achieving FCR eligibility (3) Value of initial fixed $100 investment | |||
Total Shareholder Return Vs Peer Group [Text Block] | PvP RELATIONSHIP DISCLOSURE As show in the table below, the Company’s cumulative TSR is significantly greater than the cumulative TSR of the S&P Financials Sector Index (the PvP Peer Group) as each is calculated in accordance with SEC rules for the PvP Table for each of the periods shown. The Company’s strategic acquisitions of E*TRADE and Eaton Vance, as well as the achievement of other long-term strategic objectives led by the CEO and the Company’s Operating Committee, of which the NEOs are a part, were significant contributors to the Company’s stock price outperformance. As shown in the table below, year over year changes to the CAP to CEO and the Average CAP to Non-CEO NEOs between 2020 and 2021 and between 2021 and 2022 generally correlate to changes in the Company’s cumulative TSR (as calculated pursuant to SEC rules for the PvP table), Net Income and ROTCE for the same periods. The Company delivered strong Net Income and ROTCE growth, and significant stock appreciation and returns to shareholders, over these periods. The table below shows that CEO and Average Non-CEO NEO compensation (as reported in SCT) changes were in line with changes in the Company’s Net Income and ROTCE, while changes in the value of the CAP to CEO and the Average CAP to Non-CEO NEOs were impacted by the following factors: dividends/change in pension value, and changes in fair value of equity awards (e.g., due to performance conditions of performance-based equity and share price). CEO PvP Relationship Non-CEO NEO PvP Relationship ($MMs) 2020 2021 2022 2021 vs 2020 2022 vs 2021 2020 2021 2022 2021 vs 2020 2022 vs 2021 COMPENSATION ACTUALLY PAID (CAP) Compensation Excluding Equity Awards 10 10 9 9 % (13)% 8 8 8 (2)% ( Equity Awards Granted During the Year (1) 20 25 30 22 % 24 % 6 9 13 49 % 34 % Impact of Changes in Fair Value (2) 26 47 (8) 82 % (117)% 7 11 (2) 61 % (119)% Dividends / Changes in Pension Value 2 3 3 57 % 2 % 1 1 1 53 % 15 % Impact on Outstanding LTIP Awards Share Price 16 30 (12) 91 % (140)% 4 7 (3) 67 % (144)% Performance Conditions 8 14 1 69 (90)% 2 3 0 49 % (89)% CAP to CEO/Non-CEO NEO 55 82 31 48 % (62)% 21 28 18 33 % (35)% PERFORMANCE MEASURES FOR CEO/NON-CEO NEO MS Net Income (Billions) 11 15 11 39 % (28)% MS ROTCE (%) 15.2% 19.8% 15.3% 460bps -450bps MS Total Shareholder Return (TSR) (3) 138 202 181 46 % (10)% Peer Group Cumulative TSR (3) 98 132 118 35 % (11)% (1) As reported in the SCT (2) For 2021, also includes multiple RSU awards for one NEO that vested in 2021 due to achieving FCR eligibility (3) Value of initial fixed $100 investment | |||
Tabular List [Table Text Block] | PvP MEASURES Pursuant to SEC rules, the three measures listed below represent an unranked list of the most important measures the Company used to align compensation actually paid to the NEOs for 2022 and Company performance. While these measures are the most important measures the Company used to align compensation actually paid to the NEOs for 2022 and Company performance, additional financial and other measures were also used to align pay and performance as further described in Sections 3.1 and 3.2 of the CD&A. Return on Tangible Common Equity Total Shareholder Return Efficiency Ratio | |||
Total Shareholder Return Amount | $ 181 | 202 | 138 | |
Peer Group Total Shareholder Return Amount | 118 | 132 | 98 | |
Net Income (Loss) | $ 11,179,000,000 | $ 15,120,000,000 | $ 11,179,000,000 | |
Company Selected Measure Amount | 0.153 | 0.198 | 0.152 | |
Percentage of LTIP awards earned based on performance | 50% | |||
Percentage of LTIP awards earned based on Company TSR | 50% | |||
Risk Free Interest Rate, Minimum | 4.36% | 0.39% | 0.10% | 1.57% |
Risk Free Interest Rate, Maximum | 4.67% | 0.73% | 0.13% | 1.58% |
Expected Volatility Rate, Minimum | 29.25% | 26.03% | 43.53% | 23.30% |
Expected Volatility Rate, Maximum | 32.11% | 44.29% | 57.04% | 25.43% |
Correlation Coefficient, Minimum | 0.859% | 0.84% | 0.924% | 0.875% |
Correlation Coefficient, Maximum | 0.871% | 0.918% | 0.964% | 0.895% |
Measure [Axis]: 1 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Return on Tangible Common Equity | |||
Non-GAAP Measure Description [Text Block] | (6) Return on average tangible common equity (ROTCE) represents net income applicable to Morgan Stanley less preferred dividends as a percentage of average tangible common equity. Average tangible common equity represents average common equity adjusted to exclude goodwill and intangible assets net of allowable mortgage servicing rights deduction. | |||
Measure [Axis]: 2 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Total Shareholder Return | |||
Measure [Axis]: 3 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Efficiency Ratio | |||
PEO [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Service Cost | $ 0 | $ 0 | $ 0 | |
Prior Service Cost | 0 | 0 | 0 | |
PEO [Member] | TOTAL DEDUCTIONS [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (30,355,752) | (24,556,430) | (20,062,011) | |
PEO [Member] | Deductions for Amounts Reported Under "Stock Awards" [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (30,355,752) | (24,553,943) | (20,048,178) | |
PEO [Member] | Deduction for "Change in Pension Value" Reported under "Change in Pension Value and Nonqualified Deferred Compensation Earnings" [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | (2,487) | (13,833) | |
PEO [Member] | TOTAL ADDITIONS [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 22,336,382 | 71,551,683 | 45,870,422 | |
PEO [Member] | Increase for Fair Value of Awards Granted During the Year that Vest During the Year for 2021 RSU [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 5,025,000 | |||
PEO [Member] | Increase for Fair Value of Awards Granted During the Year that Vest During the Year for 2020 RSU [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 7,875,000 | |||
PEO [Member] | Increase for Fair Value of Awards Granted During the Year that Vest During the Year for 2019 RSU [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 6,375,000 | |||
PEO [Member] | Increase for Year-End Fair Value of Awards Granted During the Year that Remain Unvested as of Year End 2022 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 21,488,784 | |||
PEO [Member] | Increase for Year-End Fair Value of Awards Granted During the Year that Remain Unvested as of Year End 2021 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 27,621,760 | |||
PEO [Member] | Increase for Year-End Fair Value of Awards Granted During the Year that Remain Unvested as of Year End 2020 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 17,799,284 | |||
PEO [Member] | Change in Fair Value From Prior Year End to Current Year End of Awards Granted Prior to Year That Were Outstanding and Unvested as of Year End 2021 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (2,916,102) | |||
PEO [Member] | Change in Fair Value From Prior Year End to Current Year End of Awards Granted Prior to Year That Were Outstanding and Unvested as of Year End 2020 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 14,593,707 | |||
PEO [Member] | Change in Fair Value From Prior Year End to Current Year End of Awards Granted Prior to Year That Were Outstanding and Unvested as of Year End 2019 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 10,966,944 | |||
PEO [Member] | Change in Fair Value From Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested During the Year 2020 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (3,890,745) | |||
PEO [Member] | Change in Fair Value From Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested During the Year 2019 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 18,890,359 | |||
PEO [Member] | Change in Fair Value From Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested During the Year 2018 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 9,075,237 | |||
PEO [Member] | Increase for Dividends Paid During the Year Prior to Vesting Date of Award [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 2,629,445 | 2,570,858 | 1,653,956 | |
Non-PEO NEO [Member] | TOTAL DEDUCTIONS [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (12,591,183) | (9,376,344) | (6,348,045) | |
Non-PEO NEO [Member] | Deductions for Amounts Reported Under "Stock Awards" [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (12,591,183) | (9,376,344) | (6,297,732) | |
Non-PEO NEO [Member] | Deduction for "Change in Pension Value" Reported under "Change in Pension Value and Nonqualified Deferred Compensation Earnings" [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | (50,313) | |
Non-PEO NEO [Member] | TOTAL ADDITIONS [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 10,544,656 | 20,000,635 | 12,965,381 | |
Non-PEO NEO [Member] | Increase for Fair Value of Awards Granted During the Year that Vest During the Year for 2021 RSU [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 5,379,048 | |||
Non-PEO NEO [Member] | Increase for Fair Value of Awards Granted During the Year that Vest During the Year for 2020 RSU [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 5,285,452 | |||
Non-PEO NEO [Member] | Increase for Fair Value of Awards Granted During the Year that Vest During the Year for 2019 RSU [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 2,517,500 | |||
Non-PEO NEO [Member] | Increase for Year-End Fair Value of Awards Granted During the Year that Remain Unvested as of Year End 2022 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 6,118,256 | |||
Non-PEO NEO [Member] | Increase for Year-End Fair Value of Awards Granted During the Year that Remain Unvested as of Year End 2021 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 6,804,598 | |||
Non-PEO NEO [Member] | Increase for Year-End Fair Value of Awards Granted During the Year that Remain Unvested as of Year End 2020 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 4,920,979 | |||
Non-PEO NEO [Member] | Change in Fair Value From Prior Year End to Current Year End of Awards Granted Prior to Year That Were Outstanding and Unvested as of Year End 2021 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (735,969) | |||
Non-PEO NEO [Member] | Change in Fair Value From Prior Year End to Current Year End of Awards Granted Prior to Year That Were Outstanding and Unvested as of Year End 2020 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 3,227,785 | |||
Non-PEO NEO [Member] | Change in Fair Value From Prior Year End to Current Year End of Awards Granted Prior to Year That Were Outstanding and Unvested as of Year End 2019 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 2,946,120 | |||
Non-PEO NEO [Member] | Change in Fair Value From Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested During the Year 2020 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (877,325) | |||
Non-PEO NEO [Member] | Change in Fair Value From Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested During the Year 2019 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 4,106,761 | |||
Non-PEO NEO [Member] | Change in Fair Value From Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested During the Year 2018 LTIP [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 2,153,144 | |||
Non-PEO NEO [Member] | Increase for Dividends Paid During the Year Prior to Vesting Date of Award [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | $ 660,646 | $ 576,040 | $ 427,639 |