MSCI Inc DEF 14A, filed Mar 15, 2023

MSCI Inc. (MSCI)

DEF 14A 2023-03-15

View Original

Added on June 12, 2026

About this DEF 14A

MSCI Inc filed this DEF 14A on March 15, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Letter from our C hairman and CEO			3
Letter from our I ndependent L ea d D irector			4
Notice of A nnual M eeting of S hareholders			6
Proxy S ummary			8
Proposal No. 1: Election of D irectors			18
Director C ore C ompetencies and D iversity			19
2023 Director N ominees			21
Corporate G overnance			28
Corporate Governance Practices			28
Composition and B oard R efreshment			29
Structure of our B oard			32
Engagement and E valuation of our B oard			39
Oversight by our B oard			44
Corporate R esponsibility			47
Human C apital M anagement			49
Director C ompensation and S tock O wnership G uidelines			53
Director C ompensation			53
Proposal No. 2: Advisory V ote to A pprove E xecutive C ompensation (S ay-on-P ay)			56
Compensation M atters			57
Compensation D iscussion and A nalysis			58
Highlights			58
Governance and A dministration			63
Review of our P rograms			69
Other P olicies			79


Tax C onsiderations			80
Compensation R isk A ssessment			80
Compensation, T alent and C ulture C ommittee R eport			81
Executive C ompensation T ables			82
CEO Pay Ratio			91
Pay Versus Performance			91
Proposal No. 3: Advisory V ote on the F requency of F uture A dvisory V otes to A pprove E xecutive C ompensation			95
Audit M atters			96
Independent A uditor’s F ees			96
Pre-Approval P olicy of the A udit and R isk C ommittee of S ervices P erformed by I ndependent A uditors			96
Audit and R isk C ommittee R eport			97
Proposal No. 4: Ratification of A ppointment of MSCI I ndependent A uditor			99
Beneficial Ownership of Common Stock			100
Stock Ownership of Executive Officers and Directors			100
Stock Ownership of Principal Shareholders			101
Other Matters			102
Corporate Governance Documents			102
Certain Transactions			102
Related Person Transactions Policy			103
Other Business			103
Annex A: Frequently Asked Questions			104
Annex B: Supplemental Financial Information			111


			Letter from our Chairman and CEO


						Our 2022 performance reflects the trust our clients place in us to help them navigate an increasingly complex investment landscape. During periods of global turmoil, investors become even more reliant on high-quality data, models, analytics and research to help them understand market changes.


			Letter from our Independent Lead Director


						The Board’s role is critical in overseeing MSCI’s strategy, and we continue to work closely with management on matters regarding the business, its performance and its long-term outlook.



NOTE ON FORWARD-LOOKING STATEMENTS This Proxy Statement and statements and reports that are referenced in this Proxy Statement contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to future events and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond MSCI’s control and that could materially affect our actual results, levels of activity, performance or achievements. Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in the MSCI 2022 Annual Report on Form 10-K filed with the SEC on February 10, 2023 and in quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished with the SEC. If any of these risks or uncertainties materialize, or if MSCI’s underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Statements and reports on our website or other websites that we refer to in this Proxy Statement will not be deemed a part of, or otherwise incorporated by reference in, this Proxy Statement or any other report we file with the SEC. Some of the statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, make assumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises or guarantees. Inclusion of metrics or other information in such reports is not intended to imply that such information is material to MSCI. Any forward-looking statement in this Proxy Statement and statements and reports that are referenced in this Proxy Statement reflect MSCI’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to MSCI’s operations, results of operations, growth strategy and liquidity. MSCI assumes no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law.



~$4.5 billion Capital returned in the last five years (as of December 31, 2022) (includes dividends)	~12.5 million Shares repurchased in the last five years (as of December 31, 2022)	~20.2 percent 2022 increase in quarterly per-share dividend from $1.04 quarterly to $1.25 quarterly


Company Name/Index	12/31/12		12/31/13		12/31/14		12/31/15		12/31/16		12/31/17		12/31/18		12/31/19		12/31/20		12/31/21		12/31/22
MSCI Inc.	$	100.00	$	141.08	$	153.70	$	236.72	$	261.86	$	425.86	$	502.30	$	890.04	$	1,552.10	$	2,144.05	$	1,643.72
S&P 500 Index	$	100.00	$	132.39	$	150.51	$	152.59	$	170.84	$	208.14	$	199.01	$	261.68	$	309.82	$	398.76	$	326.54
NYSE Composite Index	$	100.00	$	126.28	$	134.81	$	129.29	$	144.73	$	171.83	$	156.46	$	196.36	$	210.09	$	253.52	$	229.81
MSCI USA Financials Index	$	100.00	$	134.01	$	153.53	$	152.42	$	187.00	$	228.23	$	197.27	$	262.22	$	256.94	$	348.83	$	306.42



Proposal 1 Election of Directors
The Board recommends a vote FOR each director nominee.			See Page 18



What We Discussed in 2022:	OUR BUSINESS Market Trends Competitive Environment Product Development Financial Performance Overall Outlook	OUR CORPORATE RESPONSIBILITY EFFORTS Human Capital Management, including DE&I Executive Compensation Program Board Refreshment and Corporate Governance	OVER 265 meetings with our shareholders, prospective shareholders and sell-side analysts, including Corporate Responsibility Roadshow ~60% of our shares outstanding represented across our shareholder engagement meetings in 2022



Proposal 2 Advisory Vote to Approve Executive Compensation (Say-on-Pay)
The Board recommends a vote FOR this proposal.			See Page 56




RSUs			•Annual grant of RSUs to our NEOs (other than our CEO and our President and COO) that cliff-vest at the end of a three-year service period.



PSUs			•Annual grant of PSUs which cover a cumulative three-year performance period. •The PSUs are eligible to vest between 0% and 300% based on the achievement of an absolute total shareholder return compound annual growth rate (“TSR CAGR”) performance metric. •The PSUs include a one-year post-vest mandatory holding period.



PSOs			•Annual grant of PSOs which cover a cumulative three-year performance period. •The PSOs are eligible to vest between 0% and 200% based on the combined level of achievement of (i) a cumulative revenue performance goal and (ii) a cumulative adjusted EPS performance goal (each weighted at 50%).


Response to Say-on-Pay Vote At our 2022 annual meeting of shareholders, shareholders again expressed overwhelming support for the compensation of our NEOs with approximately 98.0% of the votes cast approving our “Say on Pay” advisory proposal relating to our NEO compensation. This represents the fifth consecutive year of “Say on Pay” approval of 96% or higher.


2023 PROXY STATEMENT						3


2023 PROXY STATEMENT						5


2023 PROXY STATEMENT						7


			Table of Contents



Proposal 3 Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation
The Board recommends a vote every 1 YEAR for this proposal.			See Page 95



Proposal 4 Ratification of the Appointment of MSCI’s Independent Auditor
The Board recommends a vote FOR this proposal.			See Page 99



			Our Board recommends that you vote “FOR” the election of all twelve nominees named below. Proxies solicited by our Board will be voted “FOR” these nominees unless otherwise instructed.



EXECUTIVE LEADERSHIP Directors who have served as CEOs, COOs or other senior executives possess critical experience setting and executing strategic priorities across complex organizations, which are necessary skills to help support our growth and the creation of shareholder value.


INVESTMENT INDUSTRY EXPERIENCE Directors with expertise in the investment industry have a deep understanding of our key clients (e.g., asset owners, asset managers, financial intermediaries, wealth managers, private assets investment professionals and corporates) and the use-cases for our product offerings, which provides us with valuable market and client insights.

GLOBAL PERSPECTIVE As a company with significant global operations, with businesses tied to the global capital markets and with global client and employee bases, we value directors on the MSCI Board with a global perspective who have worked outside of the United States or who have other substantial management or operational experience with international teams or organizations.

REGULATORY, GOVERNMENT AND PUBLIC POLICY ENGAGEMENT Directors who have significantly interacted with, or who have served as, government officials, regulators or policymakers, provide important guidance and insight on managing complex regulatory and public policy issues affecting MSCI around the world.

CORPORATE DEVELOPMENT Directors with relevant experience identifying, assessing and executing corporate development opportunities provide insight to us as we define priorities to expand our business through mergers, partnerships and acquisitions. We believe expertise in these areas allows our Board to oversee our corporate opportunities and our efforts to grow our business and maximize return for our shareholders.

FINANCIAL REPORTING AND CAPITAL ALLOCATION We utilize a variety of financial targets and metrics, and an understanding of accounting, financial planning, financial reporting and financial controls structures is critical to how we measure our performance and report to our investors. Additionally, we value directors who have significant experience with corporate financing activities and equity and debt markets to support appropriate oversight of our capital structure.

CORPORATE/ENTERPRISE RISK MANAGEMENT In light of the Board’s role overseeing corporate/enterprise risk management and understanding the most significant risks facing MSCI, including strategic, market, operational, financial, legal, regulatory and reputational risks, we seek directors with experience in corporate/enterprise risk management and oversight.

CLIENT RELATIONS, MARKETING AND BRAND DEVELOPMENT Client-centricity is essential for us to understand and support our clients’ needs. In addition, marketing and brand development are increasingly important to growing our client relationships and footprint. Experience in these areas contributes to the Board’s understanding of changing market conditions and trends and helps us better deploy our innovative tools and solutions to our clients.

DIGITAL, DATA AND CYBERSECURITY EXPERTISE Directors with expertise in current relevant technology and data issues, including cybersecurity, digital transformation, data security and privacy, big data and analytics, enterprise software and emerging technologies, provide important insights and oversight with respect to the use of technology to optimize and secure our operations, drive efficiencies and product development, and deliver our solutions more effectively to our clients.

ESG AND CLIMATE PRACTICES Experience with ESG or climate practices, goals, tools and strategies used by investors helps us support the needs of our clients, as we enable their efforts to integrate ESG and climate considerations into their investment processes. Additionally, experience with corporate ESG or climate practices, including initiatives such as setting carbon reduction targets or DE&I strategies, contributes to the Board’s oversight of MSCI’s corporate practices in these areas.

HUMAN CAPITAL MANAGEMENT MSCI is committed to maintaining a performance culture and a high level of employee engagement. Experience in talent management (attraction, development and retention), executive compensation, succession planning, DE&I and culture are important areas of Board oversight, including with respect to relevant regulatory or financial considerations or shareholder perspectives.


TENURE/AGE/GENDER/INDEPENDENCE
Tenure	9	8	15	13	<1	6	<1	3	15	5	1	3
Age	63	67	64	71	57	64	58	53	62	56	58	66
Gender	M	M	M	F	F	M	M	M	F	M	M	F
Independence	l	l		l	l	l		l	l	l	l	l


Director since: 2013 Age: 63 years old Committees: Audit Committee (Member) Strategy Committee (Chair)	ROBERT G. ASHE	Independent Lead Director

	Mr. Ashe retired from IBM Corporation (“IBM”) in January 2012, where he had most recently served as General Manager of Business Analytics from 2010 to 2012 and before that as General Manager of Business Intelligence and Performance Management since 2008, following IBM’s acquisition of Cognos Inc. (“Cognos”), a Canadian provider of business intelligence and performance management software. Mr. Ashe worked for Cognos from 1984 to 2008, holding various executive positions, including most recently President and Chief Executive Officer from 2004 to 2008, President and Chief Operating Officer from 2002 to 2004 and Chief Corporate Officer from 2001 to 2002, during a portion of which time he also served as Chief Financial Officer. He also held various Senior Vice President positions in Worldwide Field Operations, Products and Application Development Tools from 1996 to 2001. Prior to that, he held various Vice President roles within Product Development and Corporate Finance. Mr. Ashe holds a Bachelor of Commerce from the University of Ottawa. Mr. Ashe is also a Certified Public Accountant in Canada. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: Shopify Inc. (December 2014 to present) PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS: ServiceSource International, Inc. (March 2013 to May 2020) and Halogen Software Inc. (February 2013 to April 2017) QUALIFICATIONS: We believe that Mr. Ashe’s over 30 years of experience in the technology sector, including his oversight of product marketing, software development, revenue growth initiatives and strategic transactions, render him qualified to serve as one of our directors. As a member of other public company boards and the former CEO of a public company, Mr. Ashe also brings to the Board insight with respect to the Board’s roles and responsibilities that are vital to his role as our Lead Director.


Director since: 2015 Age: 67 years old Committees: Audit Committee (Chair) Compensation Committee (Member)	WAYNE EDMUNDS	Independent Director

	Mr. Edmunds previously served as the Interim Group Chief Executive of BBA Aviation plc from July 2017 to March 2018. He previously served as Chief Executive Officer of Invensys plc at Invensys Systems, Inc. (“Invensys”) from 2011 until his retirement in 2014. Previously, Mr. Edmunds was Chief Financial Officer of Invensys. Prior to joining Invensys in 2008, Mr. Edmunds was Senior Vice President of Finance at Reuters America, Inc. from 2005 to 2008. Mr. Edmunds served as the Chief Financial Officer of Innovance Networks Inc. (“Innovance”) from 2000 to 2004, where he was responsible for financial planning and operations. Prior to joining Innovance, Mr. Edmunds held other senior management roles in the technology sector, including working 17 years at Lucent Technologies, Inc., where he served as Vice President of Finance for the Optical Networking Division and as Vice President of Marketing and Business Development and was responsible for Europe, Middle East and Africa operations. Mr. Edmunds began his career at Amerada Hess Oil as an analyst in Corporate Treasury. Mr. Edmunds holds a Bachelor of Arts in accounting from Rutgers University and an M.B.A. in finance from Pace University. PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS: Signature Aviation plc (August 2013 to June 2021), Dialight plc (January 2016 to August 2019) and Ashtead Group plc (February 2014 to September 2018) QUALIFICATIONS: We believe that Mr. Edmunds’ extensive insight into global companies in the technology sector and his memberships on the Boards of multiple international companies render him qualified to serve as one of our directors.


Director since: 2007 Age: 64 years old	HENRY A. FERNANDEZ	Chairman and CEO

	Mr. Fernandez has served as Chairman of our Board since 2007 and as our CEO and a director since 1998. He served as head of the MSCI business from 1996 to 1998 and as President from 1998 to October 2017. MSCI was previously a business unit within Morgan Stanley prior to its IPO in 2007. Before leading MSCI, he was a Managing Director at Morgan Stanley, where he worked from 1983 to 1991 and from 1994 to 2007, in emerging markets business strategy, equity derivatives sales and trading, mergers and acquisitions, and corporate and mortgage finance. Mr. Fernandez holds a Bachelor of Arts in economics from Georgetown University, an M.B.A. from the Stanford University Graduate School of Business and pursued doctoral studies in economics at Princeton University. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: Royalty Pharma plc (August 2020 to present) QUALIFICATIONS: We believe that Mr. Fernandez’s extensive experience and leadership in the financial services industry as well as his unparalleled knowledge of MSCI and its business, including as our Chairman and Chief Executive Officer, render him qualified to serve as one of our directors.


Director since: 2009 Age: 71 years old Committees: Governance Committee (Member)	CATHERINE R. KINNEY	Independent Director

	Ms. Kinney retired from NYSE Euronext in March 2009, having served as a Co-President and Co-Chief Operating Officer from 2002 to 2008. From 2007 to 2009, she served in Paris overseeing global listings, marketing and branding, and served as part of the integration team following the merger of NYSE and Euronext in April 2007. Ms. Kinney joined NYSE in 1974 and rose through the ranks holding management positions with responsibility for several divisions, including: all client relationships from 1996 to 2007, trading floor operations and technology from 1987 to 1996 and regulation from 2002 to 2004. Ms. Kinney holds a Bachelor of Arts from Iona College and has completed the Advanced Management Program at Harvard Graduate School of Business. She has received honorary degrees from Georgetown University, Fordham University and Rosemont College. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: MetLife Inc. (April 2009 to present) and SolarWinds Corporation (October 2018 to present) PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS: QTS Realty Trust, Inc. (August 2013 to September 2021) and Netsuite Inc. (March 2009 to November 2016) QUALIFICATIONS: We believe that Ms. Kinney’s management experience, including her role in overseeing a multinational business, as well as her expertise in corporate governance, including her role in developing the NYSE corporate governance standards for listed companies, render her qualified to serve as one of our directors.


Director since: 2022 Age: 57 years old Committees: Governance Committee (Member)	ROBIN L. MATLOCK	Independent Director

	Ms. Matlock previously served as the Senior Vice President and Chief Marketing Officer of VMware, Inc. (“VMware”), a position she held from 2013 to June 2020. Ms. Matlock previously served as Vice President, Corporate Marketing at VMware from 2009 to 2013. Before VMware, Ms. Matlock served as Executive Vice President and General Manager of Imperva Inc., a cybersecurity software and services company. Prior to that, she held executive positions in a number of technology companies, including McAfee, Entercept Security Technologies and Symantec Corporation. Ms. Matlock has been active as a director and advisor of private technology companies for a number of years. She earned her Bachelor of Arts degree in Economics and Music from Rice University. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: Iron Mountain Incorporated (July 2019 to present) QUALIFICATIONS: We believe that Ms. Matlock’s experience in the areas of go-to-market and marketing strategy, client insight and technological innovation render her qualified to serve as one of our directors.


Director since: 2017 Age: 64 years old Committees: Governance Committee (Chair) Strategy Committee (Member)	JACQUES P. PEROLD	Independent Director

	Mr. Perold was president of Fidelity Management & Research Company, the investment advisor for Fidelity’s family of mutual funds, until his retirement in 2014. From 2001 to 2009, Mr. Perold was president of Geode Capital Management, LLC, a sub-advisor to Fidelity. He is currently a trustee of New York Life Insurance Company’s MainStay mutual funds, a trustee of Partners in Health, and a co-founder and Chairman of CapShift, a company focused on enabling impact investments from donor-advised funds and foundations. Mr. Perold holds a Bachelor of Arts degree in economic history from the University of Cape Town and a post-graduate Bachelor of Arts Honours degree in sociology from the University of Cape Town. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: Allstate Corporation (December 2015 to present) QUALIFICATIONS: We believe that Mr. Perold’s over 30 years of experience and leadership in strategy and operations as well as experience as an investment professional at one of the world’s largest asset management firms render him qualified to serve as one of our directors.


Director since: 2023 Age: 58 years old	C.D. BAER PETTIT	Director, President and Chief Operating Officer

	Mr. Pettit joined MSCI in 2000 and has served as MSCI’s President since October 2017 and Chief Operating Officer since January 2020, having previously served as Chief Operating Officer from 2015 to 2017. He is responsible for MSCI’s commercial and operational functions, including client coverage, marketing, product management, research and product development, technology and operations. He previously served as MSCI’s Head of Products, Head of Index Products, Head of Marketing and Head of Client Coverage. Mr. Pettit holds a Master of Arts degree in history from Cambridge University and a Master of Science degree from the School of Foreign Service at Georgetown University. QUALIFICATIONS: We believe that Mr. Pettit’s over 20 years of experience with MSCI, including his oversight of the Company’s business functions, render him qualified to serve as one of our directors.


Director since: 2020 Age: 53 years old Committees: Audit Committee (Member) Strategy Committee (Member)	SANDY C. RATTRAY	Independent Director

	Mr. Rattray retired from Man Group plc in September 2021, having served as Chief Investment Officer from 2017 to September 2021. He previously served as Chief Executive Officer of Man AHL from 2013 to 2017 and Chief Investment Officer of Man Systematic Strategies from 2010 to 2013. Prior to holding such positions, he held several other senior leadership positions at Man Group. Before joining GLG Partners, which was later acquired by Man Group in 2007, he spent 15 years at Goldman Sachs where he held various positions, including Managing Director and head of the Fundamental Strategy Group. Mr. Rattray also sits on the MSCI Advisory Council. He holds a Master’s Degree in Natural Sciences and Economics from the University of Cambridge and a Licence Spéciale from the Université Libre de Bruxelles. He is also a governor of the Southbank Centre in London. QUALIFICATIONS: We believe that Mr. Rattray’s over 25 years of experience in the global investment industry, including his focus on the technological innovation impacting the industry, render him qualified to serve as one of our directors.


Director since: 2007 Age: 62 years old Committees: Audit Committee (Member) Compensation Committee (Chair)	LINDA H. RIEFLER	Independent Director

	Ms. Riefler retired from Morgan Stanley in February 2013, where she served as the Chair of Global Research from June 2011 to February 2013 and as the Global Head of Research from 2008. She was the Chief Talent Officer of Morgan Stanley from 2006 to 2008. In these roles she served on both the Management Committee and the Operating Committee of Morgan Stanley. Ms. Riefler joined Morgan Stanley in 1987 in the Capital Markets division and was appointed a Managing Director in 1998 while in the Research division. Ms. Riefler holds a Bachelor of Arts in economics from Princeton University and an M.B.A. from the Stanford University Graduate School of Business. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: CSX Corporation (March 2017 to present) QUALIFICATIONS: We believe that Ms. Riefler’s in-depth knowledge of talent management, risk management, company valuation and the global capital markets render her qualified to serve as one of our directors.


Director since: 2017 Age: 56 years old Committees: Compensation Committee (Member) Strategy Committee (Member)	MARCUS L. SMITH	Independent Director

	Mr. Smith was the Chief Investment Officer, Canada Equity, and a portfolio manager at MFS Investment Management (“MFS”) until his retirement in April 2017. As a portfolio manager, he was responsible for managing the MFS Institutional International Equity Portfolio and the International Concentrated Portfolio. He joined MFS in 1994 and held a variety of positions, including Chief Investment Officer (Asia) from 2010 to 2012, based in Boston, Director of Asian Research from 2005 to 2009, based in Singapore, and Equity Analyst from 1995 to 2000, based in London. Mr. Smith currently serves as a trustee for certain Eaton Vance funds. Mr. Smith holds a Bachelor of Science from the University of Mount Union and an M.B.A. from the Wharton School at the University of Pennsylvania. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: First Industrial Realty Trust, Inc. (February 2021 to present) PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS: DCT Industrial Trust, Inc. (October 2017 to August 2018) QUALIFICATIONS: We believe that Mr. Smith’s extensive experience in global financial markets and as an investment professional, including experience in Asia and Europe, render him qualified to serve as one of our directors.


Director since: 2021 Age: 58 years old Committees: Audit Committee (Member)	RAJAT TANEJA	Independent Director

	Mr. Taneja is currently the President of Technology for Visa Inc. (“Visa”), a role he has held since September 2019. He joined Visa in November 2013 and served as Executive Vice President of Technology and Operations until August 2019. Prior to joining Visa, Mr. Taneja was Executive Vice President and Chief Technology Officer of Electronic Arts Inc. from October 2011 until November 2013. From August 1996 until October 2011, he served in various roles at Microsoft Corporation (“Microsoft”), including as the Corporate Vice President, Commerce Division. At Microsoft, Mr. Taneja led the development and deployment of commerce and transaction technologies across its connected services, the company’s online digital advertising platforms and its first business online service offering. Mr. Taneja holds a Bachelor of Engineering from Jadavpur University and a Master of Business Administration from Washington State University. PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS: Ellie Mae, Inc. (June 2015 to April 2019) QUALIFICATIONS: We believe that Mr. Taneja’s over 30 years of experience in global technology, innovation and research and development render him qualified to serve as one of our directors.


Director since: 2020 Age: 66 years old Committees: Governance Committee (Member) Strategy Committee (Member)	PAULA VOLENT	Independent Director

	Ms. Volent is currently Vice President and Chief Investment Officer at The Rockefeller University, a role she has held since August 2021. She previously served as Senior Vice President for Investments and Chief Investment Officer at Bowdoin College from 2006 to June 2021, Vice President for Investments at Bowdoin College from 2002 to 2006, and Associate Treasurer at Bowdoin College from 2000 to 2002. Prior to joining Bowdoin College in 2000, Ms. Volent served as a Senior Associate at the Yale Investments Office, and before focusing on endowment management, she worked as a paper conservator. She holds an M.B.A. from Yale School of Management, a Master of Arts from the Institute of Fine Arts, New York University and a Bachelor of Arts from the University of New Hampshire. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: 1stdibs.com, Inc. (June 2021 to present) QUALIFICATIONS: We believe that Ms. Volent’s experience as a Chief Investment Officer at a number of institutions and her engagement with the global investment community render her qualified to serve as one of our directors.



•All director nominees except our CEO and our President and Chief Operating Officer (“COO”) are independent. •Strong, independent Lead Director and independent Board committees. •One share, one vote. •Annual election of directors. •Proxy access. •Majority vote for uncontested elections and plurality standard for contested elections. •No shareholder rights plan (i.e., a poison pill). •Risk oversight by full Board and Committees, including Board oversight of enterprise risk management, IT/cyber risk and other areas. •Demonstrated commitment to Board refreshment and director succession planning. •Annual Board, committee and director evaluations, with third-party evaluation firm engaged periodically.			•Executive session of independent directors held after each quarterly Board meeting. •Limits on multiple board service. •Robust director share ownership and retention guidelines. •Annual review of Code of Ethics and Business Conduct, committee charters and Corporate Governance Policies. •Annual off-season shareholder engagement focused on corporate responsibility topics, with director participation. •Full Board participation in succession and progression planning. •Targeted director education program, including leveraging in-house expertise to educate directors on climate, cybersecurity and other areas in 2022.


Under the MSCI Corporate Governance Policies, the full Board affirmatively determines the independence of directors and reviews the financial and other relationships between the independent directors and MSCI as part of its assessment of director independence. The Governance Committee also makes specific determinations as to the independence of each candidate when reviewing candidates’ qualifications for membership on the Board or a committee of the Board. Director independence is also monitored by the full Board on an ongoing basis. Our Corporate Governance Policies provide that the Board should have a significant majority of independent directors meeting the independence requirements of the NYSE. Currently, a significant majority of the
			All of our non-employee directors are independent
directors on our Board are independent. As of March 1, 2023, there are 12 directors on our Board, comprised of: (i) our Chairman and CEO; (ii) our President and COO; and (iii) 10 independent directors. Our Board has determined that each of Messrs. Ashe, Edmunds, Perold, Rattray, Smith, and Taneja and Mmes. Kinney, Matlock, Riefler and Volent is independent in accordance with the requirements of our Corporate Governance Policies, which follow NYSE rules and guidelines. In making such determinations, there were no material transactions, relationships or arrangements not disclosed in this Proxy Statement under “Other Matters—Certain Transactions” to be considered by the Board in determining whether each director was independent. Therefore, 10 of our 12 current directors are independent. Mr. Fernandez is not independent because of his position as CEO of MSCI, and Mr. Pettit is not independent because of his position as President and COO of MSCI. All members of the Audit Committee, Compensation Committee, Governance Committee and Strategy Committee satisfy the independence requirements of the NYSE. In addition, each member of the Audit Committee and Compensation Committee meets the heightened independence standards of the NYSE required for audit committee and compensation committee members, respectively.


BOARD STRUCTURE

•Advises and provides feedback to the Governance Committee and the Chairman on the structure of the Board and its leadership, including membership of Board committees and the selection of committee chairs •Has authority to retain independent legal, accounting or other advisors in connection with meetings of independent directors •Acts as a key advisor to the Chairman on a wide variety of Company matters, including with respect to strategic and risk oversight matters, as appropriate
BOARD CULTURE

•Facilitates communication between the Chairman and independent directors •Facilitates teamwork and communication among the independent directors •Fosters an environment of open dialogue, effective information flow and constructive feedback •Ensures Board discussions effectively and appropriately engage management, including with respect to strategic and risk oversight matters, as appropriate
BOARD MEETINGS

•Presides at all meetings of the Board at which the Chairman is not present •Has authority to call, and lead, independent director sessions •Approves all Board meeting agendas and schedules to ensure appropriate topics and sufficient time for discussion of all items •Approves other Board related materials (e.g., directors, acting through the Lead Director, may propose matters to be included on the agenda for a meeting) •Facilitates strong, independent oversight by leading executive sessions of independent directors at least after every quarterly Board meeting
PERFORMANCE, DEVELOPMENT AND SUCCESSION

•Conducts individual director evaluations with independent directors, discussing topics including the Board’s culture, leadership structure, committee effectiveness, continuing education, skills and expertise, and other areas •In conjunction with the Governance Committee, reports to the Board on the Board’s annual self-assessment and provides recommendations for improvement, including relating to the Board’s oversight efforts and engagement with management •Collaborates with the Compensation Committee to oversee management succession and progression planning efforts •Meets directly with management of the Company
SHAREHOLDER ENGAGEMENT

•Is available to, and consults and directly communicates with, shareholders and other key constituents, as appropriate •Participates in our annual off-season engagement efforts where we meet with many of our top shareholders to discuss our corporate responsibility practices, among other topics