Pay vs Performance Disclosure, Table


Year	Summary Compensation Table Total for Raymond W. McDaniel, Jr. ($)	Compensation Actually Paid to Raymond W. McDaniel, Jr.($)(1)(2)	Summary Compensation Table Total for Robert Fauber ($)	Compensation Actually Paid to Robert Fauber ($)(1)(2)	Average Summary Compensation Total for Other NEOs ($)(3)	Average Compensation Actually Paid to Other NEOs ($)(1)(3)	Value of Initial Fixed $100 Investment Based On:
							Moody’s Cumulative TSR ($)	Russell 3000 Financial Services Index Cumulative TSR ($)	Net Income ($millions)	MCO EPS for Compensation Purposes ($)(4)

2024	—	—	16,966,442	35,152,457	7,127,703	9,265,206	208	185	2,058	12.47
2023	—	—	14,387,659	23,499,543	2,887,540	2,635,366	170	143	1,607	9.90
2022	—	—	11,619,773	(4,692,319)	3,186,695	(1,700,521)	120	116	1,374	8.57
2021	—	—	9,750,157	21,584,082	3,056,066	7,117,461	167	136	2,214	12.29
2020	17,270,662	22,264,987	—	—	3,869,500	5,653,058	123	99	1,778	10.15

Company Selected Measure Name

MCO EPS for Compensation Purposes

Named Executive Officers, Footnote

For 2024, other NEOs include Messrs. Steele, Tulenko and West, and Ms Heuland and Ms Sullivan. For 2023, other NEOs include Messrs. Kaye, Goggins, Steele, Tulenko and West and Ms Sullivan. For 2022 and 2021, other NEOs include Messrs. Kaye, Goggins, Tulenko and West. For 2020, other NEOs include Messrs. Kaye, Fauber (when he served as Chief Operating Officer), Tulenko and West.

PEO Total Compensation Amount

$ 16,966,442

PEO Actually Paid Compensation Amount

$ 35,152,457

Adjustment To PEO Compensation, Footnote

The amounts deducted and added in calculating the “Compensation Actually Paid” for Mr. Fauber for 2024 are as follows:


						2024 (Mr. Fauber) ($)

Reported SCT Total Compensation						16,966,442
Subtract: Equity Award Values Reported in the SCT						(12,699,940)
Add: Year End Fair Value of Equity Awards Granted in the Year						21,059,622
Add/Subtract: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years						10,074,983
Add/Subtract: Change in Fair Value From Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year						(104,277)
Subtract: Pension Values Reported in the SCT						(240,561)
Add: Pension Service Cost Attributable to Year						96,188
Compensation Actually Paid						35,152,457

Non-PEO NEO Average Total Compensation Amount

$ 7,127,703

$ 2,887,540

$ 3,186,695

$ 3,056,066

$ 3,869,500

Non-PEO NEO Average Compensation Actually Paid Amount

$ 9,265,206

2,635,366

(1,700,521)

7,117,461

5,653,058

Adjustment to Non-PEO NEO Compensation Footnote

The amounts deducted and added in calculating the average “Compensation Actually Paid” for the other NEOs for 2024 are as follows:


						2024 ($)

Average Reported SCT Total Compensation						7,127,703
Subtract: Average Equity Award Values Reported in the SCT						(5,205,278)
Add: Average Year End Fair Value of Equity Awards Granted in the Year						6,380,619
Add/Subtract: Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years						992,914
Add/Subtract: Average Change in Fair Value From Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year						(10,021)
Subtract: Average Pension Values Reported in the SCT						(54,252)
Add: Average Pension Service Cost Attributable to Year						33,521
Average Compensation Actually Paid						9,265,206

Compensation Actually Paid vs. Total Shareholder Return

As illustrated in the table above and the charts below, the “Compensation Actually Paid” (calculated as required under SEC rules) for the Company’s Named Executive Officers over the past four fiscal years has directionally aligned with the Company’s TSR, net income and MCO EPS for Compensation Purposes. For 2022, “Compensation Actually Paid” is a negative number for both Mr. Fauber and the average of the other NEOs. Principally this reflects the impact of the change in Moody’s share price between December 31, 2021, and December 31, 2022 as well as updates to the anticipated performance share payout factors between fiscal year-ends.

Along with Compensation Actually Paid, the chart below outlines our one-year, two-year, three-year, four-year and five-year TSR as compared to the one-year, two-year, three-year, four-year and five-year TSR of the Russell 3000 Financial Services Index. In each case, TSR is measured starting from December 31, 2019:

Compensation Actually Paid vs. Net Income

The chart below illustrates the relationship between Compensation Actually Paid and Moody’s net income.

Compensation Actually Paid vs. Company Selected Measure

The chart below illustrates the relationship between Compensation Actually Paid and MCO EPS for Compensation Purposes.

(1)Reflects Moody’s “MCO EPS For Compensation Purposes”

Total Shareholder Return Vs Peer Group

Tabular List, Table


Performance Measure
MIS Operating Income
MA Operating Income
MA ARR
MCO EPS for Compensation Purposes
MA Cumulative Revenue
MIS Ratings Performance

Total Shareholder Return Amount

$ 208

170

120

167

123

Peer Group Total Shareholder Return Amount

185

143

116

136

Net Income (Loss)

$ 2,058,000,000

$ 1,607,000,000

$ 1,374,000,000

$ 2,214,000,000

$ 1,778,000,000

Company Selected Measure Amount

12.47

9.90

8.57

12.29

10.15

PEO Name

Fauber

Additional 402(v) Disclosure

For each year, “Compensation Actually Paid” reflects the Summary Compensation Table (SCT) total for the CEO, and the average SCT total for the other NEOs, adjusted in accordance with SEC rules, as shown below for 2024. Information on adjustments for prior years are included in our 2024 Proxy Statement.

As a result, “Compensation Actually Paid” does not reflect the value that was or may actually be realized by the NEOs.

Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values of RSUs did not materially differ from those disclosed at the time of the grant. In calculating the year-over-year change in the value of unvested option awards as well as the change in value to mid-year vesting dates, options were valued at each measurement date using a lattice model with the following inputs.

•Stock price: based on the closing stock price on the measurement date. If a mid-year vesting date was not a trading day, the first trading day following the vesting date was used as the measurement date. If a fiscal year-end date was not a trading day (e.g., December 31, 2023), the most recent trading day prior to the fiscal year-end date was used (e.g., December 29, 2023).

•Expected life: based on the original expected life established at grant date, as used for financial reporting purposes, with adjustments to reflect the amount by which the options were in-the-money / out-of-the-money on the relevant measurement date.

•Stock price volatility: based on historical volatility for a trailing term to match the remaining contractual term as of each measurement date.

•Risk-free rate: based on an interpolated U.S. Constant Maturity Treasury yield as of each measurement date.

•Dividend yield: based on the yield as of each measurement date.

In valuing performance share awards, we calculated the fair value of unearned or earned but unvested awards, based on probable and/or final payout factors, as of the relevant measurement date.

Measure:: 1

MIS Operating Income

Measure:: 2

MA Operating Income

Measure:: 3

MA ARR

Measure:: 4

Non-GAAP Measure Description

MCO EPS for Compensation Purposes

MCO EPS for Compensation Purposes is the Company’s adjusted diluted EPS. The Company selected MCO EPS for Compensation Purposes as the company-selected measure because, as the main metric in the performance share program, it is the most important financial performance metric for executive compensation purposes. Refer to the Company’s Annual Reports on Form 10-K filed in respect of the years ended December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024, for a reconciliation of diluted EPS to adjusted diluted EPS.

Measure:: 5

MA Cumulative Revenue

Measure:: 6

MIS Ratings Performance

Robert Fauber [Member]

PEO Total Compensation Amount

$ 16,966,442

$ 14,387,659

$ 11,619,773

$ 9,750,157

PEO Actually Paid Compensation Amount

35,152,457

$ 23,499,543

$ (4,692,319)

$ 21,584,082

Raymond W. McDaniel, Jr. [Member]

PEO Total Compensation Amount

$ 17,270,662

PEO Actually Paid Compensation Amount

$ 22,264,987

PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

PEO | Pension Adjustments Service Cost

(12,699,940)

PEO | Pension Adjustments Prior Service Cost

(240,561)

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

96,188

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

21,059,622

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

10,074,983

Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

(104,277)

Non-PEO NEO | Pension Adjustments Service Cost

(5,205,278)

Non-PEO NEO | Pension Adjustments Prior Service Cost

(54,252)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

33,521

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

6,380,619

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

992,914

Award Timing Disclosures [Line Items]

$ (10,021)

Award Timing Disclosure

12 Months Ended

Dec. 31, 2024

May 07, 2024

USD ($)

$ / shares

Award Timing MNPI Disclosure

The Company has adopted a code of ethics that applies to its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer and Corporate Controller, or persons performing similar functions. The Company has also adopted a code of business conduct that applies to the Company’s directors, officers and employees. A current copy of each of these codes is available on the Company’s website at www.moodys.com under the headings “About Moody’s—Investor Relations—Corporate Governance—Charter Documents—Other Governance Documents.” A copy of each is also available in print to stockholders upon request, addressed to the Corporate Secretary of the Company at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007. The Company intends to satisfy disclosure requirements regarding any amendments to, or waivers from, the code of ethics and the code of business conduct by posting such information on the Company’s website at www.moodys.com under the headings “About Moody’s—Investor Relations—Corporate Governance—Charter Documents—Other Governance Documents.”

Our policies and procedures governing the purchase, sale and other dispositions of the Company’s securities by directors, officers and employees, and by the Company itself, are designed to promote compliance with insider trading laws, rules, regulations and listing standards applicable to the Company. The code of business conduct includes a section relating to insider trading and directs certain categories of stakeholders to our Securities Trading Policy (“STP”).

The STP, which applies to applies to all members of the Moody’s Board of Directors, all Moody’s Executive Officers, as well as generally to all full- and part-time employees of Moody’s and any of its majority or wholly-owned subsidiaries and their immediate family members, contains general prohibitions against: (i) trading in Moody’s securities or securities of another issuer while aware of material non-public information ("MNPI") about Moody’s or such other issuer; (ii) tipping MNPI about Moody’s or MNPI of other issuers acquired as a result of a person’s relationship with Moody’s; and (iii) “shadow trading,” by prohibiting trading while aware of MNPI relating to another issuer (including information about Moody’s that may reasonably be expected to have an effect on the market for another issuer’s security) that is obtained as a result of the employee’s employment or other relationship with Moody’s.

In addition, the STP includes requirements that apply to company insiders against trading in Moody’s securities or entering, amending or terminating 10b5-1 trading plans in respect of Moody’s securities outside of designated window periods, pre-clearance of trades in Moody’s securities, as well as general prohibitions relating to short-selling, hedging and pledging Moody’s securities. As a result of Moody’s Ratings' unique role as a credit rating agency, the STP also includes Monitored Employee Requirements that impose additional restrictions, as well as reporting, trade pre-clearance and post-trade review obligations, relating to trading in non-Moody’s securities by certain rating personnel senior employees and other employees with access to MNPI about other issuers obtained as a result of the credit ratings process ("Moody's Non-Public Ratings Information").

The STP assigns an employee's position profile, and therefore whether they are subject to certain of the Monitored Employee Requirements, based on the Employee’s level of access to Moody's Non-Public Ratings Information.

With respect to the Company’s trading in its own securities, Moody’s has established procedures that it has followed for several years, now memorialized in the Company Trading Policy. Among other things, that policy requires that the Treasurer’s office confirm with the General Counsel that the Company is not aware of MNPI prior to and as a condition of share repurchases being commenced or a repurchase agreement being entered into.

The Company’s Securities Trading Policy and Company Trading Policy are attached as Exhibits 19.1 and 19.2, respectively, to the Company's 2024 Annual Report on Form 10-K.

Award Timing Method

Award Timing Predetermined

false

Award Timing MNPI Considered

true

Award Timing, How MNPI Considered

Awards Close in Time to MNPI Disclosures, Table

Due to this Form 8-K event, as required by SEC rules, the table below sets forth certain information about Ms Heuland’s 2024 new hire stock option award.

Name

Grant Date

Number of Securities Underlying
the Award

Exercise Price of the Award
($/Sh)

Grant Date Fair Value of the Award
($)

Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information (1)

Noémie Heuland

May 7, 2024

3,132

$391.67

$399,956

3.52

(1)Reflects the percentage change in the closing market price of our Common Stock between the trading day ending immediately prior to the Form 8-K filing ($380.56 on May 3, 2024) and the trading day beginning immediately following the disclosure of material nonpublic information ($393.97 on May 7, 2024).

Noémie Heuland [Member]

Awards Close in Time to MNPI Disclosures