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Morgan Stanley CEO awarded $12 million for 2013  and that could rise

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[March 29, 2014]  By Lauren Tara LaCapra

NEW YORK (Reuters)  James Gorman, Morgan Stanley's <MS.N> chief executive and chairman, was awarded total compensation of $12 million for 2013, double what he got the previous year, the bank said in its proxy filing on Friday.

Gorman's compensation for 2013 could rise to $18 million under a long-term incentive plan, if he meets certain performance targets in the future, the filing said.

But Gorman, whose performance was cited by Morgan Stanley's board of director as "exceeding expectations," could have reaped total compensation of $20 million or more if the board had determined that the bank had "substantially exceeded expectations."

The board's compensation committee based Gorman's pay on its finding that "Morgan Stanley's performance was strong, with room for continued progress, and Mr. Gorman's individual performance as exceeding expectations," the bank said in its filing.

Of Gorman's total compensation package, only his $1.5 million base salary and $316,000 cash bonus were awarded immediately.


Morgan Stanley was one of the best-performing financial stocks last year, up 64 percent, as investors saw signs of progress in the bank's years-long turnaround plan engineered at the height of the financial crisis.

Although still less profitable than rivals, Morgan Stanley finished its acquisition of the Smith Barney business from Citigroup Inc <C.N>, whittled down more of a big book of problematic fixed-income trades, and laid out plans to hit a return-on-equity of 10 percent in the near term.

In describing its rationale for Gorman's pay, the board cited those factors, as well as cost-cutting, a narrowing of Morgan Stanley's credit-default swap spreads  indicating the bond market views the bank as less risky  and the start of a stock repurchasing program for the first time since the financial crisis.

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This week, Morgan Stanley said it would build on that program after the Federal Reserve approved its plan to buy back $1 billion worth of more stock and raise its dividend.

The bank still has work to do.

Its return-on-equity last year was less than half of Gorman's target, and rivals including Goldman Sachs Group Inc <GS.N> and JPMorgan Chase & Co <JPM.N> are more profitable and further along in plans to return excess capital to shareholders.

Goldman's board awarded its CEO, Lloyd Blankfein, an estimated $23 million compensation package, while JPMorgan Chase CEO Jamie Dimon received $20 million.

Under Gorman's pay package, he will also receive $10.2 million worth of deferred compensation, half in cash and half in stock, and up to $6 million worth of long-term incentive compensation that he can receive if Morgan Stanley hits the 10 percent return target and shareholder returns above the S&P Financials Index.

(Reporting by Lauren Tara LaCapra; editing by Leslie Adler)

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