MOODYS CORP (MCO)
Sector: Financials
2026 Annual Meeting Analysis
MOODYS CORP · Meeting: April 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Director Nominees
Long-tenured director (since 2011) with deep financial services and risk management expertise; MCO's 3-year TSR of +48.6% outperforms the peer median by +42.1 percentage points, well below the 50pp threshold needed to trigger a no-vote; no overboarding, attendance, or independence concerns.
Joined the board in July 2025, less than 24 months ago, so he is fully exempt from the TSR trigger under policy; brings relevant cybersecurity and technology expertise; no other flags identified.
Director since March 2019 with extensive capital markets and investment banking experience; MCO's strong peer-relative TSR performance clears the applicable threshold; currently serves on two public company boards (Imperial Brands PLC and Smith+Nephew PLC), which is within the four-board limit; no independence or attendance concerns.
CEO and executive director since October 2020; MCO's 3-year TSR of +48.6% outperforms the disclosed peer group median by +42.1pp, which does not reach the 50pp underperformance threshold required to trigger a no-vote under the strong-positive-TSR tier; no other policy flags apply.
Chairman since April 2023, director since April 2018; MCO's TSR performance relative to peers is strong and does not trigger the underperformance threshold; holds no outside public company board seats; one late Form 4 filing noted but deemed an inadvertent administrative error rather than a governance concern.
Director since October 2022 with asset management expertise relevant to Moody's key customer base; peer-relative TSR is strong and well within policy limits; no overboarding or independence concerns.
Newly elected to the board in March 2026, less than 24 months ago, so she is exempt from the TSR trigger; brings strong financial expertise as a former FASB Chairman and CPA, satisfying audit committee financial expert requirements; no other flags identified.
Director since December 2013 with deep accounting and financial reporting expertise; MCO's strong peer-relative TSR does not trigger the underperformance threshold; serves as Audit Committee financial expert and Governance & Nominating Committee Chair; no other policy flags.
Director since July 2021 with relevant technology and enterprise software expertise; MCO's TSR performance relative to its peer group clears the applicable threshold by a wide margin; no overboarding, independence, or attendance concerns.
Director since March 2016 with extensive banking and financial services leadership experience; serves as Chairman and CEO of Citizens Financial Group (one outside public company board seat, within limits for a sitting CEO); MCO's peer-relative TSR is strong and does not trigger the underperformance threshold.
All ten nominees pass the policy screens. MCO's 3-year TSR of +48.6% outperforms the company-disclosed peer group median by +42.1 percentage points, which falls short of the 50-percentage-point threshold required to trigger a no-vote under the strong-positive-TSR tier. No director is overboarded, no independence violations are present on audit or compensation committees, all directors attended at least 75% of meetings, and no familial relationships with senior management were identified. Two new directors (Dhawan, Sawicki) joined within 24 months and are exempt from the TSR trigger entirely.
Say on Pay
✓ FORCEO
Robert Fauber
Total Comp
$18,082,565
Prior Support
N/A
CEO Robert Fauber received total compensation of approximately $18.1 million in 2025, which is within a reasonable range for a CEO of a ~$76 billion market cap financial data and analytics company given the sector benchmark. The pay structure is strongly performance-oriented: 94% of the CEO's target pay is variable or at-risk, well above the policy's 50-60% minimum threshold for senior executives, and equity awards use a mix of performance shares (60%), stock options (20%), and restricted stock units (20%). Pay-for-performance alignment is sound — MCO's 3-year TSR of +48.6% ranked at the 93rd percentile of its peer group through the end of the performance period, supporting above-target payout levels including performance shares earned at 159% of target for the 2023-2025 cycle. The company has a comprehensive clawback policy, robust stock ownership requirements, and an anti-hedging/anti-pledging policy, all of which are positive governance indicators.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
18 yrs
Audit Fees
$7,000,000
Non-Audit Fees
$0
KPMG has served as Moody's auditor since 2008 (approximately 18 years), which is below the 25-year threshold that would trigger a no-vote. Non-audit fees are effectively zero, meaning there is no independence concern from a large non-audit fee relationship. No material financial restatements were identified, and KPMG is a Big 4 firm fully adequate for a company of Moody's size and complexity.
Overall Assessment
The 2026 Moody's annual meeting presents a clean ballot with no significant governance red flags: all ten director nominees pass the TSR, overboarding, independence, and attendance screens; KPMG's tenure is below the concern threshold and non-audit fees are negligible; and the executive compensation program is strongly performance-linked with 94% of CEO pay at risk and TSR ranked at the 93rd percentile of peers over three years. The recommended vote is FOR on all three proposals.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing