UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TABLE OF CONTENTS
| ITEM 5.02 |
DEPARTURE OF DIRECTORS AND CERTAIN OFFICERS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | 3 | ||||
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS | 3 | ||||
| SIGNATURES |
4 | |||||
| EXHIBIT 99.1 |
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Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 2, 2023, Mark Kaye submitted his resignation as the Executive Vice President and Chief Financial Officer of Moody’s Corporation (the “Company”), effective as of September 5, 2023.
Mr. Kaye has accepted a role as Chief Financial Officer at another company, and his departure is not related to the Company’s financial or operating results or to any disagreements with the Company regarding the Company’s financial, operational, accounting or reporting policies or practices.
The Company has begun a process to identify Mr. Kaye’s successor. The Company named its Chief Accounting Officer and Controller, Caroline Sullivan, to the additional position of interim Chief Financial Officer. Ms. Sullivan has served in her current role since December 2018. Prior to joining the Company, Ms. Sullivan served in several roles at Bank of America from 2011 to 2018, where her last position held was Managing Director and Global Banking Controller. Prior to that role, Ms. Sullivan supported the Global Wealth & Investment Management business from 2015 to 2017 in a variety of positions including Controller. Ms. Sullivan, a CPA, previously held various senior positions at several banks and a major accounting firm, and is a member of the Board of Directors of Financial Executives International.
In connection with Ms. Sullivan’s assuming the role of interim Chief Financial Officer, the Compensation & Human Resources Committee of the Company’s Board of Directors awarded Ms. Sullivan a cash bonus of $100,000, payable when the role is completed and granted Ms. Sullivan $200,000 in equity, consisting 60% of 2023 performance share units and 20% each of stock options and restricted stock units.
Item 9.01, “Financial Statements and Exhibits”
(d) Exhibits
| 99.1 | Press release of Moody’s Corporation dated August 3, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOODY’S CORPORATION | ||
| By: | /s/ Elizabeth M. McCarroll | |
| Elizabeth M. McCarroll | ||
| Corporate Secretary and Associate General Counsel | ||
Date: August 3, 2023
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Exhibit 99.1
Moody’s Announces CFO Transition
Caroline Sullivan to Serve as Interim CFO
Reaffirms Outlook for Full Year 2023
NEW YORK – August 3, 2023 – Moody’s Corporation (NYSE: MCO) today announced that Mark Kaye will step down as Executive Vice President and Chief Financial Officer, effective September 5, 2023, to assume a CFO role at another company. At that time, Caroline Sullivan, Chief Accounting Officer & Corporate Controller, will assume the role of Interim CFO in addition to maintaining her current responsibilities.
Moody’s has initiated a search process to identify a permanent CFO and has retained a nationally recognized search firm to assist in evaluating both internal and external candidates. Mr. Kaye will remain CFO through September 5th to ensure a seamless transition.
Rob Fauber, President and Chief Executive Officer of Moody’s, said, “Mark has been a trusted partner to me and an exceptional leader of our global finance team as we expanded our capabilities and accelerated our progress to become the world’s leading risk assessment firm. He played a key role in advancing initiatives that have positioned Moody’s well for the future, including incubating the ESG capabilities that are now important components of our ratings and research franchises, and in establishing our award-winning Sustainability work. On behalf of the Board and our entire team, I thank him for his many contributions and wish him well in his future endeavors.”
Mr. Fauber continued, “Across Moody’s, we’ve built an impressive team of innovators and leaders as we pilot the next generation of risk analysis to unlock deeper and more integrated insights for our customers, and deliver enhanced value for our shareholders. Importantly, we’re fortunate to have a proven leader in Caroline, who, alongside our best-in-class finance organization, will support the continued achievement of our financial priorities while the Company conducts its search for a permanent CFO.”
Mr. Kaye said, “For the past five years, it has been a privilege to work alongside such a talented finance organization and executive team as we collectively navigated the rapidly evolving market landscape, from the onset of a global pandemic to the emergence of new, exciting technologies that have the power to transform the industry. I have great confidence that Moody’s will remain on the leading edge and is well-positioned to capitalize on the opportunities ahead.”
Moody’s also reaffirmed its previously updated outlook for full year 2023, which it provided on July 25, 2023 in connection with its second quarter earnings.
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About Caroline Sullivan
Caroline Sullivan joined Moody’s in 2018 to lead its global accounting and financial reporting functions, including internal financial controls, regulatory reporting, tax and treasury. Prior to joining Moody’s, Ms. Sullivan was Global Banking Controller for Bank of America. Before joining Bank of America, Ms. Sullivan was at Morgan Stanley for six years and held a variety of controllership roles in New York and Hong Kong. She started her accounting career at EY. Ms. Sullivan holds an MBA from Seton Hall University and a Bachelor of Education from Dublin City University, St. Patrick’s College. She is a CPA, a Board Member for Financial Executives International (FEI) and Chair of the FEI Committee for the Financial Accounting Reporting Roundtable (FARR).
About Moody’s Corporation
Moody’s (NYSE: MCO) is a global risk assessment firm that empowers organizations to make better decisions. Its data, analytical solutions and insights help decision-makers identify opportunities and manage the risks of doing business with others. We believe that greater transparency, more informed decisions, and fair access to information open the door to shared progress. With approximately 14,500 employees in more than 40 countries, Moody’s combines international presence with local expertise and over a century of experience in financial markets. Learn more at moodys.com/about.
SHIVANI KAK
Investor Relations
212.553.0298
MICHAEL ADLER
Corporate Communications
212.553.4667
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