Moody's Corp. DEF 14A Filing

TL;DR

<b>Moody's Corp. filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ended December 31, 2023, on March 6, 2024.</b>

AI Summary

MOODYS CORP /DE/ (MCO) filed a Proxy Statement (DEF 14A) with the SEC on March 6, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Reporting period: Fiscal year ended December 31, 2023. Filed as of date: March 6, 2024. Incorporated in Delaware. Primary SIC code: 7320 (Services-Consumer Credit Reporting, Collection Agencies).

Why It Matters

For investors and stakeholders tracking MOODYS CORP /DE/, this filing contains several important signals. This filing provides detailed information on executive compensation, board of directors, and shareholder proposals, which are crucial for investors to understand governance and potential impacts on stock value. As a DEF 14A, it contains information related to the upcoming annual meeting of shareholders, including voting matters and the company's performance metrics that influence executive pay.

Risk Assessment

Risk Level: low — MOODYS CORP /DE/ shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags or significant new risks indicated.

Analyst Insight

Review the executive compensation details and any shareholder proposals to assess alignment with company performance and governance best practices.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-03-06 — Filing Date (Date the DEF 14A was filed)
• 2024-04-16 — Period of Report (Conformed period of report)

Key Players & Entities

• MOODYS CORP /DE/ (company) — Filer
• 0001059556 (company) — Central Index Key
• 7320 (company) — Standard Industrial Classification
• DE (company) — State of Incorporation
• 133998945 (company) — IRS Number
• 19980728 (date) — Date of name change from DUN & BRADSTREET CORP /DE/
• 20240306 (date) — Filed as of date
• 20240416 (date) — Conformed period of report

FAQ

Industry Context

Moody's Corporation operates in the financial services industry, primarily known for its credit ratings, research, and analytical tools.

Regulatory Implications

As a regulated entity, Moody's is subject to oversight from various financial authorities, impacting its reporting and operational requirements.

What Investors Should Do

1. Analyze the compensation packages for named executive officers.
2. Review the proposals to be voted on at the shareholder meeting.
3. Examine the composition and independence of the Board of Directors.

Key Dates

• 2024-03-06: Filing Date — Filing of the Definitive Proxy Statement (DEF 14A).
• 2024-04-16: Period of Report — The period to which the filing's information pertains.
• 2023-12-31: Fiscal Year End — The end date of the fiscal year covered by the report.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. Specific comparative data from the previous filing is not detailed within this header information.

Key Financial Figures

• $0.01 — holders of the common stock, par value $0.01 per share (the "Common Stock"), of Mood

Filing Documents

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• 0001193125-24-060138.txt (&nbsp;) — 6110KB
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—ELECTION OF DIRECTORS

ITEM 1—ELECTION OF DIRECTORS 29 Qualifications and Skills of Directors 29 Director Nominees 31

—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

ITEM 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 38 Principal Accounting Fees and Services 39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 40 Delinquent Section 16(a) Reports 41

—ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION

ITEM 3—ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION 42 COMPENSATION DISCUSSION AND ANALYSIS 43 Executive Summary 43

Executive Compensation Governance Highlights

Executive Compensation Governance Highlights 45 Philosophy of the Executive Compensation Program 46 i Table of Contents Peer and Market Review 47 The Role of the Committee, its Consultant and Management 49 Elements of Moody's Compensation Program 49 2023 Compensation Decisions 53 2023 Base Salary 53 2023 Annual Cash Incentives 53 2023 Long-Term Equity Incentive Compensation 59 Chief Executive Officer Compensation 62 2024 Compensation Preview 62

Executive Compensation Governance Policies and Practices

Executive Compensation Governance Policies and Practices 64 Additional Executive Compensation Policies and Practices 65 SUMMARY COMPENSATION TABLE 67 GRANTS OF PLAN-BASED AWARDS TABLE FOR 2023 70 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2023 72 OPTION EXERCISES AND STOCK VESTED TABLE FOR 2023 73 PENSION BENEFITS TABLE FOR 2023 74 Moody's Corporation Retirement Account 75 Moody's Corporation Pension Benefit Equalization Plan 75 Moody's Corporation Supplemental Executive Benefit Plan 76 NON-QUALIFIED DEFERRED COMPENSATION TABLE 76 Moody's Corporation Deferred Compensation Plan 77 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 77 Moody's Corporation Career Transition Plan 78 Moody's Corporation Change in Control Severance Plan 80 Other Potential Payments Upon Termination of Employment 80 PAY VERSUS PERFORMANCE 83 CEO PAY RATIO 88 ITEM 4—COMPANY PROPOSAL TO AMEND THE MOODY'S CORPORATION RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE STOCKHOLDERS OWNING 25% OF THE COMPANY'S COMMON STOCK TO HAVE THE COMPANY CALL SPECIAL MEETINGS OF STOCKHOLDERS 89 Overview 89 Purpose and Effect of the Proposed Certificate Amendment 89 Related Changes to the By-Laws 90 Additional Information 92 ITEM 5—STOCKHOLDER PROPOSAL REQUESTING THAT STOCKHOLDERS OWNING 15% OF THE COMPANY'S COMMON STOCK BE ABLE TO CALL SPECIAL MEETINGS OF STOCKHOLDERS 93 94 INFORMATION ABOUT THE ANNUAL MEETING, PROXY VOTING AND OTHER INFORMATION 95 Internet Availability of Proxy Materials 95 Delivery of Documents to Stockholders Sharing an Address 95 Record Date 95 Special Voting Procedures for Certain Current and Former Employees 95 Quorum and Voting Requirements 96 Proxies 97 OTHER BUSINESS 98

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 98 STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING 98 APPENDIX A: PROPOSED CERTIFICATE AMENDMENT A-1 APPENDIX B: AMENDED BY-LAWS (CONTINGENT UPON STOCKHOLDER APPROVAL AND IMPLEMENTATION OF THE PROPOSED CERTIFICATE AMENDMENT) B-1 ii Table of Contents PROXY STATEMENT SUMMARY 2024 ANNUAL MEETING INFORMATION This Proxy Statement is being furnished to the holders of the common stock, par value $0.01 per share (the "Common Stock"), of Moody's Corporation ("Moody's" or the "Company") in connection with the solicitation of proxies by the Board of Directors of the Company (the "Board of Directors" or the "Board") for use in voting at the 2024 Annual Meeting of Stockholders or any adjournment or postponement thereof (the "Annual Meeting"). This summary highlights certain information from this Proxy Statement. You should read the entire Proxy Statement carefully before voting. Date and Time Place Record Date Tuesday, April 16, 2024 9:30 a.m. EDT Via the internet at www.virtualshareholdermeeting.com/MCO2024 February 20, 2024 This Proxy Statement and the accompanying proxy card are first being made available to stockholders on March 6, 2024. The Company's telephone number is (212) 553-0300. MATTERS TO BE VOTED ON AT THE ANNUAL MEETING Items of Business Board Recommendation Vote Required Item 1 Election of directors FOR each nominee Majority of votes cast Item 2 Ratification of appointment of KPMG LLP as the Company's independent registered public accounting firm for 2024 FOR Majority of shares present and entitled to vote Item 3 Advisory resolution approving executive compensation FOR Majority of shares present and entitled to vote Item 4 Proposal to amend the Moody's Corporation Restated Certificate of Incorporation to authorize stockholders owning 25% of the Company's common stock to have the Company call special meetings of stockholders FOR Majority of outstanding shares ent

Executive Compensation Governance Practices

Executive Compensation Governance Practices Nine of the 10 Board nominees are independent Fully independent Audit, Governance & Nominating, and Compensation & Human Resources Committees Regular executive sessions of independent directors Robust stock ownership guidelines, with retention requirements, for directors and executive officers Comprehensive clawback policy, applicable to all cash incentive and equity-based awards Minimum one-year vesting period generally applicable to incentive equity awards Anti-hedging and anti-pledging policy 2 MOODY'S 2024 PROXY STATEMENT Table of Contents Other Board Practices All directors elected annually by majority vote (in uncontested elections) Annual evaluations of the Board, committees and individual directors Board composition reflects diversity in gender, ethnicity and business experience, and includes a range of tenures to balance fresh perspectives with in-depth knowledge about the Company Director Nominee Independent Audit Governance & Nominating Compensation & Human Resources Executive Jorge A. Bermudez Retired Chief Risk Officer, Citigroup, Inc. C M M Thrse Esperdy Retired Global Chairman of Financial Institutions Group, JPMorgan Chase & Co. M M Robert Fauber President and Chief Executive Officer, Moody's Corporation M Vincent A. Forlenza Chairman of the Board, Moody's Corporation Retired Chief Executive Officer, Becton, Dickinson and Company M M C Kathryn M. Hill Retired Senior Vice President, Cisco Systems, Inc. M M Lloyd W. Howell, Jr. Executive Director, NFL Players Association M C M Jose M. Minaya Chief Executive Officer, Nuveen M M Leslie F. Seidman Former Chairman, Financial Accounting Standards Board M C M Zig Serafin Chief Executive Officer, Qualtrics International Inc. M M Bruce Van Saun Chairman and Chief Executive Officer, Citizens Financial Group, Inc. M M Number of Committee Meetings in 2023 9 5 6

View Full Filing

View this DEF 14A filing on SEC EDGAR