As expected, Morgan Stanley board members from the Philip Purcell era continue to decamp, with two more directors out. Charles Knight and John Jacob, both of whom were on the board’s compensation committee, resigned Friday. Knight was chairman of the compensation committee.
Earlier last week, Morgan Stanley announced that director Michael Miles was stepping down. Analysts say more directors will probably depart in order to avoid a big proxy battle when shareholders get together for the annual meeting in March.
Punk Ziegel analyst Dick Bové says he bets current CEO and Chairman John Mack will overhaul the entire board of directors, but members of the compensation committee may be particularly vulnerable because of recent missteps. Morgan Stanley has come in for some heated criticism—and now faces shareholder lawsuits—over giant compensation packages offered to former CEO Purcell and other departing executives, as well as Mack, who ultimately turned down the offer. Other directors on the compensation committee include lead director Miles Marsh and Howard Davies.
Knight had served on Morgan Stanley’s board for six years, and Jacob served for four. Both directors said in statements that the recent election of three new directors to the board spurred their decisions to step down. In mid-August, the board hired Roy Bostock, formerly an advertising chief executive; Charles Noski, formerly a chief financial officer for AT&T; and O. Griffith Sexton, a former Morgan Stanley executive and professor of finance at Columbia Business School. They will join the board in mid-September.
With Friday’s resignations, the board now has 11 directors. Edward Brennan, a former president and CEO of Sears and a director since 1993, won’t be up for re-election next year, as he will be over the board’s age limit of 72. The company’s charter recommends between 10 and 15 directors.
