UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

MSCI Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear fellow shareholders,

First and foremost, thank you for your continued support of MSCI Inc. (“MSCI” or the “Company”). The unprecedented events of 2020 underscored for us the heightened importance of engaging with our stakeholders. We leveraged our remote networking capabilities to host ‘listening tours’ to hear from our employees and our investors, as well as to increase our touchpoints with our clients. The Board of Directors (the “Board”) partnered with management to respond to the feedback and implement practices and policies that we believe will generate long-term shareholder value. We would like to share with you, on behalf of the Board, in this Letter and Proxy Statement some of our key priorities, accomplishments and initiatives for 2020 and the beginning of 2021.

Diversity, Equality and Inclusion: From Awareness to Action

MSCI operates an international business with a highly diverse global footprint. We have always promoted a corporate culture that values diversity, equality and inclusion. We sponsor employee-driven resource groups (“ERGs”) that serve to educate and increase awareness around issues and challenges that are important to our people. Our hiring policies and talent development and retention programs drive the hiring and promotion of qualified candidates who have been historically underrepresented. In 2020, we built upon this foundation to expand our ERGs, make additional commitments and hold ourselves accountable through increased transparency around our diversity, equality and inclusion initiatives.

The events of 2020 ignited a movement and awareness around systemic racism that caused us to re-examine whether we were doing enough to confront racial injustices and inequitable opportunities. We determined that action needed to be taken to more proactively address the impacts of systemic racism. We implemented unconscious bias training across the Company and formed the Black Leadership Network (the “BLN”), an ERG that seeks to attract, develop and retain Black employees through increased and focused recruiting, mentorship, professional development and networking opportunities. In partnership with our Executive Diversity Council, the BLN has already hosted a broad range of activities and events to encourage candid conversations with senior leaders and employees. One of our fellow directors had the privilege of participating in one such panel discussion.

The quality, engagement and performance of our people drive our future success. To that end, in 2020 we launched the Employer Brand Council. The Council works with our Diversity Engagement and Sourcing team to attract and develop diverse talent and build early career and intern pipeline programs that focus on gender, race, ethnicity, LGBTQ+, socio-economic and native/indigenous diversity. MSCI has also partnered with a number of organizations that facilitate internship and mentorship opportunities to people from underrepresented backgrounds in the corporate world. For additional information on our recruiting and talent management programs generally, please see page 36 of this Proxy Statement.

We published our first Sustainability Accounting Standards Board (“SASB”)-aligned disclosures that provide full transparency around MSCI gender representation globally and ethnicity in the U.S. We expect these disclosures to serve as a benchmark against which the Board and our stakeholders can measure our progress and hold us accountable. Additionally, our shareholders asked to see stronger linkages between our compensation program and environmental, social and governance (“ESG”) initiatives. While the structure of the executive compensation program remained relatively unchanged for 2020, the Compensation and Talent Management Committee (the “Compensation Committee”) worked with management to design a structure for 2021 that links a portion of our senior leaders’ cash incentive compensation to ESG-related goals with a focus on diversity, equality and inclusion.

The Compensation Committee receives ongoing reports with respect to these various initiatives and the full Board is invited to participate in deep dives on talent management, succession planning, culture and diversity, equality and inclusion programs at least once a year. The Board recognizes that diversity is an asset and different perspectives,

experiences and ideas not only enable the Company to deliver better business outcomes but are also important to the Board’s role in advising management. In 2020, the Board amended its Corporate Governance Policies to provide that its membership should reflect diversity with respect to demographics such as gender, nationality, race, ethnicity, geography and age. To further this objective, the Nominating and Corporate Governance Committee (the “Governance Committee”) amended its Charter to provide that the search process for each new director shall include women and minorities in the pool of candidates and any firm engaged to assist with the search process will be instructed to identify a diverse slate of candidates. We have also shared more detailed information on the diversity of the Board in this Proxy Statement.

Climate: Solutions and Self-Assessment

As the global economic and investment impact of climate change grows, we believe that data transparency and quality are essential foundations for change. To this end, MSCI’s Climate Risk Center developed a climate value-at-risk model used by asset owners and managers to measure potential future costs and/or profits relating to their portfolios’ exposure to future climate change impacts. To prepare our Task Force on Climate-Related Financial Disclosures (“TCFD”) Report, we leveraged the model to perform a scenario analysis and better understand the potential future risks we may face based on our business and operations. In addition, we developed science-based carbon reduction targets and enhanced our direct and indirect emissions disclosures. We believe that quantifying emissions through innovative solutions such as ours is the first step to developing strategies that will achieve a net zero carbon emissions world.

While MSCI operates in a relatively low-carbon industry, the Board is committed to ensuring that MSCI does its part as a corporate entity. The Governance Committee receives a quarterly update from the Company’s Chief Responsibility Officer on the Company’s ESG practices and in 2020 amended its Charter to explicitly incorporate oversight of climate-related issues. The Chair of the Governance Committee participates in our annual Corporate Governance Roadshow, which provides him with an opportunity to hear directly from our shareholders. In 2020, those discussions increasingly focused on climate-related risks and opportunities. In response to stakeholder feedback, we not only published our TCFD Report, but also became a formal supporter of TCFD. We further strengthened our commitment to the environment by adopting an Environmental Policy and engaging a third-party to assess the ESG profiles of our suppliers. We also continued to provide robust disclosures around our carbon footprint in our CDP survey.

Asset allocators and managers have a very important role to play in influencing climate change-related behaviors and we believe that transparency will help define the path forward. Our climate solutions help investors integrate climate considerations into their investment processes. The Strategy and Finance Committee (the “Strategy Committee”) partners with management to ensure our capital allocation strategies support investments to expand our climate solutions. Finally, on page 31 of this Proxy Statement, we have outlined how we assess climate risk considerations across the Company and the Board, including with respect to the roles of the enterprise risk management program and the Audit Committee.

Robust Governance: Essential Foundation

Last year brought many social and environmental issues into focus, such as a global pandemic, racial injustices, global warming and beyond, which have impacted societies across the globe. More than ever, our leading position in ESG and Climate has taken center stage, not only in the solutions we offer to the investment community, but also in our actions and the decisions we make as a firm.

The world’s social and environmental advances and economic recovery depend, in part, on the investment industry’s ability to effectively and efficiently channel savings to the most productive and sustainable investments. While we aim to be a leader in the markets that we serve, this is not enough. Our purpose extends beyond that – we remain committed to developing the models, analytics, technology and data that will not only help investors identify and execute on opportunities that will generate societal and economic growth and prosperity, but also enable them to pivot and react quickly to crises such as the global pandemic and the threat of climate change.

To meet our ambitious goals, we must have a robust governance framework designed to ensure integrity around everything we do, support our strategy, manage risk and create the foundation for long-term sustainable value creation. In

response to the challenges of 2020, the Board advised management on the implementation of policies and practices around employee well-being, talent management and diversity, equality and inclusion initiatives, as well as sustainability. The Board expects the focus on these areas to continue in 2021 and beyond. We also expect progress to accelerate in many of the areas discussed in this Proxy Statement and therefore encourage you to visit our Corporate Responsibility webpage to stay informed of our developments.

This year we bid farewell to Benjamin F. duPont, as he has decided to retire from the Board and not to stand for re-election at the 2021 annual meeting of shareholders (the “2021 Annual Meeting”). Since joining the Board shortly after MSCI’s IPO at the end of 2007, Mr. duPont has played an integral role in developing MSCI’s governance framework, guiding MSCI’s strategic direction and technology initiatives, and supporting the management team in creating programs to develop talent, maximize employee engagement and promote diversity, equality and inclusion across the Company. We join our fellow directors in thanking Ben for his commitment to MSCI and its shareholders.

We Ask for Your Support

Your vote is very important to us. We strongly encourage you to read both our Proxy Statement and 2020 Annual Report on Form 10-K in their entirety and ask that you support our recommendations. We value hearing from, and engaging with, our shareholders. We sincerely appreciate your continued support of MSCI, and we look forward to the 2021 Annual Meeting.

Thank you for your continued support of MSCI and your participation in the 2021 Annual Meeting.

Henry A. Fernandez Chairman, Chief Executive Officer and Shareholder March 17, 2021		Robert G. Ashe Independent Lead Director and Shareholder March 17, 2021

Dear fellow shareholders:

I cordially invite you to attend the MSCI 2021 Annual Meeting to be held via the internet through a virtual web conference at www.virtualshareholdermeeting.com/MSCI2021 on April 27, 2021 at 2:30 P.M. Eastern Time, and any adjournments or postponements thereof. You will be able to attend the 2021 Annual Meeting online, vote your shares electronically and submit questions online during the meeting by logging in to the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are logged in when the meeting starts.

We have adopted this technology to expand access to the meeting, improve communications and lower the cost to our shareholders, the Company and the environment. In the past, in-person shareholders’ meetings were only attended by a few shareholders. We believe virtual meetings enable increased shareholder participation from locations around the world. The online format allows us to communicate more effectively via a pre-meeting forum that you can enter by visiting www.proxyvote.com with your control number. Additionally, given the continued heightened concerns around COVID-19, the virtual meeting format allows us to continue to proceed with the meeting while mitigating the health and safety risks to participants.

The meeting is being convened for the following purposes:

Our Board of Directors recommends that you vote “FOR” the election of the directors, the approval, on an advisory basis, of our executive compensation and the ratification of the appointment of our independent auditor.

We are once again pleased to furnish our proxy materials over the internet pursuant to Securities and Exchange Commission (“SEC”) rules. As a result, we are mailing to many of our shareholders the Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials, including this Proxy Statement and our annual report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report on Form 10-K”). The Notice of Internet Availability of Proxy Materials contains instructions on how to access this Proxy Statement (including the proxy card) and our 2020 Annual Report on Form 10-K over the internet, how to request a free paper copy of these materials and how to vote via the internet. We believe that posting the proxy materials on the internet expedites shareholders’ receipt of the information that they need, while lowering our costs of printing and delivery and reducing the environmental impact of the 2021 Annual Meeting.

Our Board has fixed the close of business on March 2, 2021 as the record date for determining the shareholders entitled to notice of, and to vote at, our 2021 Annual Meeting. The Notice of Internet Availability of Proxy Materials will be mailed to our shareholders of record beginning on or about March 17, 2021. These proxy materials are being made available beginning on or about March 17, 2021.

As a shareholder of MSCI, your vote is important. Whether or not you plan to attend our 2021 Annual Meeting, it is important that you vote as soon as possible to ensure that your shares are represented. For information on how to vote by mail, telephone, or via the internet, please refer to the question “How do I vote my shares?” in Annex A, or instructions in the Proxy Statement Summary, the proxy card, or the Notice of Internet Availability of Proxy Materials distributed to you on or about March 17, 2021.

Thank you for your support of MSCI.

Sincerely,

Henry A. Fernandez

Chairman, Chief Executive Officer and Shareholder

March 17, 2021

Note on Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to future events or to future financial performance 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 our 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 2020 Annual Report on Form 10-K filed with the SEC on February 12, 2021 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 our underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement in this Proxy Statement reflects 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.

Information and reports on our website that we refer to in this Proxy Statement will not be deemed a part of, or otherwise incorporated by reference, in this Proxy Statement.

Table of Contents

MSCI INC. PROXY STATEMENT      •      i

About MSCI Inc.

MSCI Inc. is an S&P 500 company that trades under the symbol “MSCI” on the New York Stock Exchange (“NYSE”) and as of March 2, 2021 had a market capitalization of $34.66 billion. As of December 31, 2020, we employed 3,633 people in more than 30 cities across more than 20 countries and had clients in more than 95 countries.

Our Mission

MSCI’s mission is to enable investors to build better portfolios for a better world.

Our Purpose

The diagram below depicts our overall role in the investment ecosystem and how we serve our clients.

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

2      •      MSCI INC. PROXY STATEMENT

OUR STRATEGY

Our growth strategy is focused on a number of key initiatives that optimize the value of our integrated company and capitalize on our competitive advantages to address the changing needs of our clients and the increasingly complex investment industry. These strategic initiatives include:

In executing our strategy, we are committed to maintaining overall cost discipline and continuing to deliver positive operating leverage. Through disciplined expense management and our rigorous investment framework, we can invest in initiatives that we believe deliver high levels of return.

OUR CAPITAL ALLOCATION PROGRAM

MSCI INC. PROXY STATEMENT      •      3

TOTAL SHAREHOLDER RETURN

The following graph compares the cumulative total shareholders’ return (“TSR”) of our common stock, the Standard & Poor’s 500 Stock Index and the NYSE Composite Index since December 31, 2010 assuming an investment of $100 at the closing price of each respective investment on December 31, 2010. In calculating annual TSR, we have assumed the reinvestment of dividends, if any. The indexes are included for comparative purposes only. They do not necessarily reflect management’s opinion that such indexes are an appropriate measure of the relative performance of our common stock.

The above graph is not “soliciting material,” is not to be deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Source: S&P Global

4      •      MSCI INC. PROXY STATEMENT

STRONG FINANCIAL PERFORMANCE        

Despite volatile markets in 2020, we continued to execute a focused strategy to accelerate growth, improve efficiency and attract the best talent. Our strong results reflect our commitment to building long-term shareholder value. Financial highlights for the year ended December 31, 2020 include the following:

(1) MSCI has presented supplemental non-GAAP financial measures as part of this Proxy Statement. Definitions of each non-GAAP measure and a reconciliation of each non-GAAP financial measure with the most comparable GAAP measure are set forth in Annex B. The non-GAAP financial measures presented in this Proxy Statement should not be considered as alternative measures for the most directly comparable GAAP financial measures. The non-GAAP financial measures presented in this Proxy Statement are used by management to monitor the financial performance of the business, inform business decision making and forecast future results.

MSCI INC. PROXY STATEMENT      •      5

6      •      MSCI INC. PROXY STATEMENT

LTIP

The Company’s LTIP is designed to (i) prioritize shareholder value creation and (ii) facilitate an “owner-operator” mindset among our senior executives. The LTIP is comprised of a mix of the following:

For additional information about the LTIP, please see page 70 of this Proxy Statement.

MSCI INC. PROXY STATEMENT      •      7

For additional information about our Corporate Responsibility Program, please see page 28 of this Proxy Statement

8      •      MSCI INC. PROXY STATEMENT

Governance Highlights

ROBUST CORPORATE GOVERNANCE PRACTICES

DIVERSE BOARD

DIVERSITY IS AN IMPORTANT FACTOR IN OUR CONSIDERATION OF POTENTIAL AND INCUMBENT DIRECTORS.

MSCI INC. PROXY STATEMENT      •      9

ACTIVE BOARD REFRESHMENT

OUR BOARD OF DIRECTORS NOMINEES        

Each of our current directors is standing for election to hold office until the next annual meeting of shareholders or until the director’s earlier resignation, death or removal, except for Benjamin F. duPont who will not stand for re-election at the 2021 Annual Meeting. The table below provides information on each of our director nominees.

10      •      MSCI INC. PROXY STATEMENT

Corporate

Governance

Proposal No. 1 - Election of Directors

Our Board currently has 10 directors. Each director stands for election at each annual meeting of shareholders and holds office until his or her successor has been duly elected and qualified or the director’s earlier resignation, death or removal. Benjamin F. duPont has notified the Board of his decision to retire from the Board and not stand for re-election at the 2021 Annual Meeting. Concurrent with his retirement immediately following the 2021 Annual Meeting, the size of the Board will be decreased to 9 directors. All of the nominees presented beginning on page 13 of this Proxy Statement are directors of MSCI as of March 17, 2021. All directors were elected at the 2020 annual meeting of shareholders. The Board believes that each of the nominees brings strong skills and experience to the Board, giving the Board, as a group, the appropriate skills needed to exercise its oversight responsibilities and advise management with respect to the Company’s strategic initiatives.

Each nominee has indicated that he or she is willing and able to serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election, but if that happens, your proxy will be voted for another person nominated by the Board or the Board may elect to further reduce its size.

VOTE REQUIRED AND RECOMMENDATION        

The affirmative vote of a majority of the votes cast with respect to each director’s election at our 2021 Annual Meeting is required to approve Proposal No. 1. Abstentions shall not be treated as votes cast. For additional information on the consequences for directors who do not receive a majority of the votes cast, please refer to “What happens if a director does not receive a majority of the votes required for his or her re-election” in Annex A.

MSCI INC. PROXY STATEMENT      •      11

DIRECTOR CORE COMPETENCIES        

Our Board includes an appropriate mix of experience, tenure, diversity, leadership, skills and qualifications in areas of importance to the Company. Our directors have had senior leadership experience at various domestic and multinational companies. In these positions, they obtained diverse management skills, including strategic and financial planning, regulatory compliance, risk management and leadership development. Additional detail on each director nominee’s experiences and qualifications follows their biographies beginning on page 13 of this Proxy Statement. The Governance Committee believes the director skills and experiences set forth in the table below are those most relevant to the Board’s oversight responsibilities and the Company’s strategic direction and strives to ensure that the Board includes a balanced mix of qualifications.

12      •      MSCI INC. PROXY STATEMENT

2021 DIRECTOR NOMINEES        

		Henry A. Fernandez Director since: 2007 62 years old Chairman and CEO

BIOGRAPHY: Mr. Fernandez has served as a director and Chairman of our Board since 2007 and as our CEO since 1998. He served as our President from 1998 to 2017. Before leading MSCI’s transition to becoming a fully independent public company in 2007, he was a Managing Director at Morgan Stanley, where he worked in emerging markets product strategy, equity derivative sales and trading, mergers and acquisitions, worldwide corporate finance and mortgage finance for U.S. financial institutions. Mr. Fernandez worked for Morgan Stanley from 1983 to 1991 and from 1994 to 2007. 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.

		Robert G. Ashe Director since: 2013 Independent Lead Director 61 years old Audit Committee (Member) Strategy Committee (Chair)

BIOGRAPHY: 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 products. 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

MSCI INC. PROXY STATEMENT      •      13

		Wayne Edmunds Director since: 2015 Independent Director 65 years old Audit Committee (Chair) Compensation Committee (Member)

BIOGRAPHY: 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. 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

		Catherine R. Kinney Director since: 2009 Independent Director 69 years old Governance Committee (Member)

BIOGRAPHY: 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 the New York Stock Exchange (the “NYSE”) and Euronext in April 2007. Ms. Kinney joined the 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.

14      •      MSCI INC. PROXY STATEMENT

		Jacques P. Perold Director since: 2017 Independent Director 62 years old Governance Committee (Chair) Strategy Committee (Member)

BIOGRAPHY: 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, CEO 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.

		Sandy C. Rattray Director since: 2020 Independent Director 51 years old Audit Committee (Member) Strategy Committee (Member)

BIOGRAPHY: Mr. Rattray is currently the Chief Investment Officer of Man Group plc, a position he has held since 2017. 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.

MSCI INC. PROXY STATEMENT      •      15

		Linda H. Riefler Director since: 2007 Independent Director 60 years old Audit Committee (Member) Compensation Committee (Chair)

BIOGRAPHY: Ms. Riefler retired from Morgan Stanley in February 2013. Ms. Riefler served as the Chair of Global Research at Morgan Stanley from June 2011 to February 2013 and prior to that served 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 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.

		Marcus L. Smith Director since: 2017 Independent Director 54 years old Compensation Committee (Member) Strategy Committee (Member)

BIOGRAPHY: Mr. Smith has served as an independent director and mutual fund trustee for the past 3 years. Prior to this, Mr. Smith was the Director of Equity (Canada) 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 Director of Equity (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.

16      •      MSCI INC. PROXY STATEMENT

		Paula Volent Director since: 2020 Independent Director 64 years old Governance Committee (Member) Strategy Committee (Member)

BIOGRAPHY: Ms. Volent is currently the Senior Vice President for Investments and Chief Investment Officer at Bowdoin College, a role she has held since 2006. She previously served as 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

MSCI INC. PROXY STATEMENT      •      17

Structure of our Board and Governance Practices

BOARD LEADERSHIP STRUCTURE        

Henry A. Fernandez has served as the Chairman of our Board since our IPO in November 2007 and CEO since 1998. Robert G. Ashe has been our Lead Director since April 2018. The key attributes and responsibilities of the Chairman and the Lead Director roles (which are set forth below) have evolved over time to make MSCI’s leadership both decisive and effective, and enable the Company to execute on its growth strategies.

We believe that it is in the best interests of MSCI and its shareholders to combine the roles of Chairman and CEO at this time because it provides the Company with continued unified leadership and direction. We believe Mr. Fernandez is best situated to serve as Chairman because he is the director most knowledgeable about the Company’s products, services and industry, and is in a position to effectively identify strategic priorities, recommend appropriate agendas and lead the execution of our strategy. Mr. Fernandez’s historical knowledge and in-depth understanding of the Company and its products and services enable him to identify areas of focus for the Board while effectively executing the Company’s strategy. At the same time, the Company’s independent directors bring experience, oversight and expertise from various

18      •      MSCI INC. PROXY STATEMENT

perspectives and disciplines. We also believe that combining the role of Chairman and CEO facilitates the flow of information between management and the Board, provides clear accountability and promotes efficient decision making, all of which are essential to effective governance.

Additionally, our Board leadership structure is enhanced by the independent leadership provided by our Lead Director who provides effective independent oversight through his expansive responsibilities.

While we believe that continuing to combine the roles of Chairman and CEO is the most effective leadership structure for our Board and the Company at this time, our Amended and Restated Bylaws (“Bylaws”) and Corporate Governance Policies also permit a structure where the CEO would not serve contemporaneously as the Chairman of the Board should the separation of such roles be deemed appropriate and in the best interests of MSCI and its shareholders in the future.

DIRECTOR INDEPENDENCE        

Our Corporate Governance Policies provide that the Board should have a significant majority of independent directors meeting the independence requirements of the NYSE. Our Board has determined that each of Messrs. Ashe, duPont, Edmunds, Perold, Rattray, and Smith, and Mmes. Kinney, Riefler and Volent is independent in accordance with the requirements of our Corporate Governance Policies, which follow the NYSE rules and guidelines. In making such determinations, there were no material transactions, relationships or arrangements not disclosed herein under “Other Matters—Certain Transactions” to be considered by the Board in determining whether each director was independent. Therefore, 9 of our 10 current directors are independent. Following the retirement of Mr. duPont, 8 of our 9 directors will be independent. Only Mr. Fernandez is not independent because of his position as CEO 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.

MSCI INC. PROXY STATEMENT      •      19

BOARD AND INDIVIDUAL DIRECTOR EVALUATIONS        

In addition to the ongoing assessment of the functioning of the Board, each year our directors formally evaluate the effectiveness of the Board and its committees through a self-assessment administered by our directors and management. Directors respond to questions designed to elicit information that will be useful in improving Board and committee effectiveness. Such feedback is discussed during executive session and, where appropriate, addressed with management. The process for this annual feedback is set forth below.

The Board may also periodically engage a third-party evaluation firm. In 2019, a third-party evaluation firm met with certain members of senior management and members of the Board. The feedback from the third-party evaluation firm was considered by the Board and, where appropriate, the Board recommended enhancements to its practices based on such feedback.

20      •      MSCI INC. PROXY STATEMENT

DIRECTOR EDUCATION AND ORIENTATION PROGRAM        

Directors are encouraged and provided with opportunities to attend educational sessions on subjects that could assist them in performing their duties. Pursuant to its Director Education Policy, the Company will reimburse directors for reasonable costs incurred from attending these sessions. In addition to external educational opportunities, directors participate in educational sessions, including an annual review of leading corporate governance practices by corporate governance experts, briefing sessions on topics that present special risks and opportunities, updates on accounting topics, and product line reviews presented by the heads of each of our product segments. In 2020, the Company enhanced its director education program by joining a peer-engaged program designed to enhance director performance and leveraged virtual platforms to provide deep dive sessions on certain aspects of MSCI’s business outside of quarterly meetings. In 2021 and following the return to in-person meetings, these informal virtual meetings are expected to continue and will be used to further educate the Board on, among other things, climate-related risks and opportunities.

All new directors participate in a director orientation program that includes in-person briefings by senior management representing the heads of the product lines and key functional areas on topics that include, among others: the Company’s strategic plans, capital structure, product overviews, historical financial performance, and key policies and practices, including compliance and trading policies. New directors are also encouraged to attend all committee meetings during their first year. In 2020, Ms. Volent and Mr. Rattray joined the Board near the time of our transition to a remote working environment. Their director orientation program was conducted virtually, which allowed for more streamlined sessions with increased global participation by senior management.

SHAREHOLDER ENGAGEMENT        

We believe that engaging with our shareholders, prospective shareholders and sell-side analysts is the best way to address the issues that matter most to them. Dialogue with these constituencies helps us understand their perspectives on the Company’s goals and expectations for performance, as well as identify issues that might affect our long-term

MSCI INC. PROXY STATEMENT      •      21

strategy, corporate governance and compensation practices. As such, we offer several opportunities to provide feedback to our Board and senior management, including inviting certain shareholders to address the Board and present their views on the Company.

Our Investor Relations team leads year-round outreach efforts with our investors and the investment community. During these engagements, we typically discuss topics such as market trends affecting our industry, the competitive environment, our go-to-market strategy, our financial performance and our overall outlook for the Company.

We also engage with shareholders before, during and after the proxy season, including by hosting a Corporate Responsibility Roadshow each fall, to review and receive feedback on the Company’s governance practices and design of our executive compensation program. The feedback we receive from these discussions, as well as from third-party rating agencies, is carefully considered by the Board, the Governance Committee and the Compensation Committee.

During the Corporate Responsibility Roadshow that we hosted in the fall of 2020, our shareholders focused the discussions on, among other things, the following: (i) our sustainability practices and disclosures in light of being a leader in ESG ratings and data, (ii) human capital management in response to the events of 2020, including the transition to a remote working environment, (iii) talent management and executive and director succession planning and (iv) our executive compensation program, including linking our compensation to ESG-related goals and the impacts, if any, of the pandemic on our compensation program. These meetings often included the Chair of our Governance Committee, Head of Investor Relations, Chief Responsibility Officer, Corporate Secretary, the Head of Employer Brand and Talent Pipelines, and Global Head of Compensation and Benefits.

In response to the investment community’s interest in our ESG practices and disclosures, we adopted a number of policies and practices and enhanced our transparency around our climate, as well as diversity, equality and inclusion initiatives. Additional information on our recent actions can be found under Corporate Responsibility on page 8 of the Proxy Statement Summary and under Corporate Responsibility beginning on page 28 of this Proxy Statement. Please see page 57 of this Proxy Statement for additional information on our engagement efforts specific to compensation matters.

Our directors and senior executives recognize the benefits that come from providing our shareholders, prospective shareholders and sell-side analysts with visibility and transparency into our business and knowing their positions on issues that are important to them. To that end, in February 2021, we hosted an Investor Day to reiterate our growth opportunities and share management’s strategy for taking advantage of those opportunities. We also announced that beginning with the three-month period ending March 31, 2021, we will present our ESG operating segment as a separate reportable segment named ESG and Climate. In 2020, it was combined with our Real Estate and Burgiss operating segments under the All Other reportable segment. Our Real Estate and Burgiss operating segments will now constitute our All Other—Private Assets reportable segment. We believe this presentation will provide additional transparency around the drivers of growth and investments being made with respect to two areas identified as key growth opportunities: (i) ESG and Climate and (ii) private assets.

ATTENDANCE AT BOARD MEETINGS AND ANNUAL MEETING OF SHAREHOLDERS        

Our Board met eight times, held independent director executive sessions following all eight of those meetings and took action by unanimous written consent on six occasions during 2020. Each director attended at least 75% of the total meetings of the Board and committees on which the director served that were held while the director was a member.

22      •      MSCI INC. PROXY STATEMENT

Discussions between the Board and management on strategic direction, new business opportunities and the scope and mix of the Company’s products were held at each quarterly Board meeting. In addition to formal meetings, members of our Board informally interact with senior management on a periodic basis and participate in informal director education sessions.

Our Corporate Governance Policies state that directors are expected to attend the annual meetings of shareholders. In 2020, all of our directors who were on the Board at the time attended our annual meeting of shareholders.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS        

Our Board has adopted a written charter for each of the Audit Committee, Compensation Committee, Governance Committee and Strategy Committee setting forth the roles and responsibilities of each committee. The Board and each committee may, from time-to-time, form and delegate authority to subcommittees when appropriate. Each committee annually reviews and assesses the adequacy of its charter and recommends any proposed changes to the Board for approval. To access these charters, click on the “Corporate Governance” link under the “Investor Resources” tab found on our website’s Investor Relations homepage (http://ir.msci.com).

The table below provides detail on the composition of each of our designated standing committees as of March 17, 2021.

(1) Mr. Fernandez is not a formal member of any committee, but attends most meetings for each committee.

(2) On March 8, 2021, Mr. duPont notified the Board of his decision to retire from the Board and not stand for re-election at the 2021 Annual Meeting. Until the 2021 Annual Meeting, Mr. duPont will continue as a member of the Board and will continue to fulfill his duties for the committees on which he serves, as noted above.

(3) Ms. Volent and Mr. Rattray were appointed to the Board on February 26, 2020 and appointed to their respective Committees on April 27, 2020.

MSCI INC. PROXY STATEMENT      •      23

Effective April 27, 2020, Linda H. Riefler and Sandy C. Rattray replaced Alice W. Handy and Marcus L. Smith on the Audit Committee. Each of Ms. Riefler and Mr. Rattray is independent within the meaning of the NYSE standards of independence for audit committee members, satisfies the NYSE financial literacy requirements and has accounting or other relevant management expertise. Ms. Handy retired from the Board, effective April 28, 2020.

24      •      MSCI INC. PROXY STATEMENT

Benjamin F. duPont has notified the Board of his decision to retire from the Board and not stand for re-election at the 2021 Annual Meeting. Effective April 27, 2020, Marcus L. Smith began serving on the Compensation Committee. Mr. Smith qualifies as a “non-employee” director for purposes of Rule 16b-3 under the Exchange Act. Mr. Smith has also confirmed in connection with his appointment that there exists no Compensation Committee interlocks or insider participation.

MSCI INC. PROXY STATEMENT      •      25

Benjamin F. duPont has notified the Board of his decision to retire from the Board and not stand for re-election at the 2021 Annual Meeting. Effective April 27, 2020, Catherine R. Kinney and Paula Volent began serving on the Governance Committee and George W. Siguler ceased serving on the Governance Committee in connection with his retirement from the Board, effective April 28, 2020.

26      •      MSCI INC. PROXY STATEMENT

Effective April 27, 2020, Sandy C. Rattray and Paula Volent replaced Henry A. Fernandez and Catherine R. Kinney on the Strategy Committee.

MSCI INC. PROXY STATEMENT      •      27

CORPORATE RESPONSIBILITY        

MSCI’s Chief Responsibility Officer, a member of MSCI’s Executive Committee, leads our Corporate Responsibility Committee in its efforts to further enhance our corporate responsibility strategy and also deliver outcomes that are most meaningful to MSCI’s stakeholders— its employees, clients, investors and the community. We aim to champion ESG best practices and develop a world class corporate responsibility platform. To underscore our commitment to this objective, in 2021, we appointed a Head of Corporate Responsibility. The Head of Corporate Responsibility reports to the Chief Responsibility Officer and will work closely with the cross-functional members of the Corporate Responsibility Committee to further initiatives such as the ones outlined below.

28      •      MSCI INC. PROXY STATEMENT

MSCI INC. PROXY STATEMENT      •      29

30      •      MSCI INC. PROXY STATEMENT

RISK ASSESSMENT RESPONSIBILITIES AND PROCESSES: THE CLIMATE EXAMPLE

The Board’s role in risk oversight is consistent with the Company’s leadership structure, with management having day-to-day responsibility for identifying, evaluating and managing the Company’s risk exposure and the Board having the ultimate responsibility for overseeing risk management governance with a focus on the Company’s most significant risks. The Board is assisted in meeting this responsibility by its committees as described below. The below uses climate-related risks as an example to illustrate our risk oversight responsibilities and processes.

MSCI INC. PROXY STATEMENT      •      31

Cybersecurity and Information Security Awareness

On a quarterly basis, the Audit Committee is updated on the Company’s IT risk program and its related priorities and controls. As part of this update, the Audit Committee is provided with a written report on such topics that is also made available to the full Board. The Chair of the Audit Committee informs the Board of any key updates during his quarterly reports to the Board.

Human Capital Management

We are committed to creating a performance culture with high employee engagement. Our talent and leadership development programs are designed to ensure we have the people and skills in place to deliver on the Company’s strategy, including a workplace that values and promotes diversity, equality and inclusion.

The Compensation Committee regularly engages with our CEO, Chief Human Resources Officer and senior leadership on a broad range of human capital management topics, including culture, talent management and succession planning, compensation and benefits, diversity, equality and inclusion and employee feedback gathered from the Company’s annual employee engagement survey. The Board regularly receives reports from the Compensation Committee on human capital management topics throughout the year. The Compensation Committee annually reviews the Company’s talent management strategies and programs with respect to senior levels in the organization, including the Company’s diversity, equality and inclusion programs and key performance metrics, and periodically reviews open senior management roles, future talent needs, the Company’s corporate culture and learning and development programs, as well as the results of the Company’s employee engagement survey.

In 2020, the COVID-19 pandemic underscored for us the importance of keeping our employees safe and healthy. In response to the pandemic, we immediately implemented an employee communication strategy that was direct, transparent and inclusive. Through townhalls, firmwide e-mail communications and broad cross-functional meetings, management delivered key messages around employee safety and well-being, leadership, remaining productive, engaging with clients, promoting community and having empathy for others. We also increased communications around employee assistance programs that provide mental health and emotional well-being support, and resources to help manage stress and care for individuals and their families. Finally, we paid for or reimbursed employees for the cost of COVID-19 testing and enhanced our sick leave policies.

At the outset of the COVID-19 pandemic our technology infrastructure allowed us to seamlessly transition to a remote work environment. We increased technology effectiveness to allow our employees to remain fully engaged, productive and well. We also provided individualized support and equipment to our employees as needed to facilitate productivity. A substantial majority of our global workforce continues to work from home on a regular basis, as we continue to closely monitor and manage the situation regarding the COVID-19 pandemic and follow the recommended practices and guidelines from the World Health Organization and the local governments where our offices are located globally. Our Innovation Center of Excellence has partnered with cross-functional groups throughout the Company to help our employees address challenges, opportunities and long-term shifts in the remote working paradigm introduced by the COVID-19 pandemic, such as re-imagining the future of work and supporting client needs.

DIRECTOR QUALIFICATIONS        

The Governance Committee’s charter requires it to review candidates’ qualifications for membership on the Board or a committee of the Board, including making a specific determination as to the independence of each candidate based on criteria approved by the Board (and taking into account the enhanced independence, financial literacy and financial expertise standards that may be required under applicable law or NYSE rules for audit committee membership purposes,

32      •      MSCI INC. PROXY STATEMENT

and heightened independence standards that may be required under law or NYSE rules for compensation committee membership purposes). If the Governance Committee determines that adding a new director is advisable, it will recommend such individual to the Board for appointment as a member of the Board and any committees (as applicable).

Consistent with our Corporate Governance Policies, when appointing directors, the Board seeks members who combine sound business judgment, professionalism and a broad spectrum of experience and expertise with a reputation for the highest standards of ethics and integrity. Directors should have experience in positions with a high degree of responsibility, be leaders or senior managers in the companies or institutions with which they are or were affiliated and be selected based upon contributions they can make to the Board and management and their ability to represent and advance the interests of the Company and its shareholders. The Board will also take into account diversity of a candidate’s perspectives, background, and other demographics. Our diversity objectives are also implemented and monitored through periodic reviews by the Governance Committee of the composition of the Board and its committees in light of the then-current challenges and needs of the Board, the Company and each committee, which result in determinations as to whether it may be appropriate to make changes after considering issues of judgment, diversity, age, skills, background and experience. The composition of our current Board demonstrates the Board’s commitment to diversity in a number of areas. Women represent approximately 33.33% of our current director nominees. Our directors also have differing backgrounds, educations, professional experiences, skills, ages, national origins and viewpoints. See “Proposal No. 1—Election of Directors.”

NEW DIRECTOR SEARCH PROCESS        

Our two newest directors, Sandy C. Rattray and Paula Volent, were both appointed to the Board early in 2020. Ms. Volent is well versed in multi-asset class investments and asset allocation, as demonstrated by her excellent track record managing a sophisticated endowment. Mr. Rattray has extensive asset management expertise, including in derivatives trading and volatility indexes. Their global experience and expertise across diverse asset classes and emerging industry trends, including technological innovation, had an immediate impact on the Board. Their deep knowledge around the investment industry and our clients aligned with the objectives of the committees to which they were appointed, particularly the Strategy Committee. The appointments of both directors were the result of the rigorous search process outlined below. The Governance Committee, as part of the search process for any new director, will include women and diverse talent in the pool of candidates. In 2020, the Governance Committee updated its charter to reflect that any search firm it engages will be instructed to identify a diverse slate of candidates and the Board updated its Corporate Governance Policies to emphasize the importance of Board diversity.

MSCI INC. PROXY STATEMENT      •      33

34      •      MSCI INC. PROXY STATEMENT

PROXY ACCESS

In addition, in response to shareholder engagement, we amended our Bylaws in 2020 to permit a shareholder, or a group of up to 20 shareholders, owning at least three percent of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials director nominees constituting the greater of two (2) directors or twenty percent (20%) of the total number of directors on the board of directors, provided that such shareholder(s) and nominee(s) satisfy the requirements specified in the Bylaws.

DIRECTOR RE-NOMINATION

The Governance Committee also assesses the performance of current directors in its evaluation of current directors for re-nomination to the Board or re-appointment to any Board committees.

TENURE AND BOARD REFRESHMENT        

Our Board has shown an ongoing commitment to Board refreshment and to having highly qualified, independent perspectives in the boardroom. Five of the Company’s director nominees have been added to the Board since the beginning of 2015. The average tenure of the director nominees is currently 5.4 years. Also, under our Corporate Governance Policies, directors should not stand for re-election following their 72nd birthday. Since 2018, three directors have retired following their 72nd birthday and three directors, including Benjamin F. duPont, decided not stand for re-election. These retirements have provided us with opportunities for Board refreshment.

SUCCESSION PLANNING        

One of the Board’s principal responsibilities is to ensure appropriate succession plans are in place for our senior management. The Compensation Committee oversees the process for succession planning for senior management positions. During 2020, the Board and the Compensation Committee met on several occasions in furtherance of its succession planning and executive development initiatives. In addition to an annual review of the CEO led by the Lead Director and ongoing reviews of our leadership bench, the Compensation Committee holds a formal succession planning and talent review session annually, which includes identifying successors and reviewing progression plans for all senior management positions, including the CEO and President positions. All of our directors are invited to attend this meeting and provide their input. The Board’s talent review and succession planning discussions take into account desired leadership skills and experience in light of our current business and long-term strategy. Additionally, high-potential leaders are given exposure to our directors through formal presentations at Board or committee meetings, one-on-one meetings with individual directors and participation in other Board activities.

The Company made the following senior management appointments from its succession pools:

MSCI INC. PROXY STATEMENT      •      35

INDEPENDENT DIRECTOR MEETINGS        

Our Corporate Governance Policies provide that our Lead Director will preside over non-employee director sessions. The Lead Director presided over eight independent director sessions during 2020. The Board’s standing committees also have a practice of holding executive sessions after their quarterly meetings. Our Corporate Governance Policies further provide that if any non-employee directors are not independent, then the independent directors will meet at least once a year in an independent director session and the Lead Director will preside over each such independent director session. During 2020, all non-employee directors were independent.

COMPENSATION AND TALENT MANAGEMENT GOVERNANCE        

The Compensation Committee operates under a written charter adopted by the Board. As noted above, the Compensation Committee is responsible for reviewing and approving annually all compensation awarded to the Executives, including the CEO and the other NEOs presented in the Summary Compensation Table on page 80 of this Proxy Statement. Information on the Compensation Committee’s processes, procedures and analysis of executive officer compensation for 2020 is provided in the “Compensation Discussion and Analysis” section included herein.

The Compensation Committee actively engages in its duties and follows procedures intended to ensure good compensation governance. See page 25 of this Proxy Statement for additional information on the Compensation Committee’s responsibilities.

The principal compensation plans and arrangements applicable to our executive officers are described in the “Compensation Discussion and Analysis” section and the executive compensation tables included herein. The Compensation Committee may delegate the administration of these plans, as appropriate, including to one or more officers of the Company, subcommittees or to the Chair of the Compensation Committee, in each case, when it deems doing so to be appropriate, in the best interests of the Company and consistent with applicable law and NYSE requirements.

The Compensation Committee has the authority to retain and terminate any compensation consultant assisting the Compensation Committee in the evaluation of CEO or other executive officer compensation, including authority to approve such compensation consultant’s fees and other retention terms. As further described in the “Compensation Discussion and Analysis” section included herein, during 2020, the Compensation Committee retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its own external compensation consultant to review CEO and other executive officer compensation. All of the services provided by Semler Brossy to the Compensation Committee during 2020 were to provide advice or recommendations on the amount or form of executive officer and director compensation, and Semler Brossy did not provide any additional services to the Company during 2020. The Compensation Committee has considered, among other things, the factors delineated in Rule 10C-1 under the Exchange Act (“Rule 10C-1”), including the NYSE listing rules implementing Rule 10C-1 and Semler Brossy’s conflict of interest policies, and determined that the engagement of Semler Brossy does not raise any conflict of interest or other factors that compromise the independence of its relationship with the Compensation Committee. In developing its views on compensation matters and determining the compensation awarded to our CEO and other executive officers, the human resources department provides data and analyses to aid the Compensation Committee in its decisions. The CEO also makes recommendations on compensation for executive officers other than himself and the Compensation Committee takes these recommendations into account in reaching its compensation decisions. From time to time, the Compensation Committee may obtain input from external legal counsel, including Davis Polk & Wardwell LLP (“Davis Polk”), on compensation award documentation and other compensation-related practices, which in 2020 was communicated to the Compensation Committee via management,

36      •      MSCI INC. PROXY STATEMENT

the legal department or the human resources department. In light of this relationship, the Compensation Committee has considered, among other things, the factors delineated in Rule 10C-1, including the NYSE listing rules implementing Rule 10C-1 and Davis Polk’s conflict of interest policies.

The Compensation Committee also oversees the Company’s talent management process. As part of this oversight, the Compensation Committee annually reviews the Company’s talent management strategies and programs with respect to senior levels in the organization, including the Company’s diversity, equality and inclusion programs and key performance metrics, and periodically reviews open senior management roles, future talent needs, the Company’s corporate culture and learning and development programs, as well as the results of the Company’s employee engagement survey.

CORPORATE GOVERNANCE DOCUMENTS        

MSCI has a corporate governance webpage that can be found under the “Corporate Governance” link under the “Investor Resources” tab on our website’s Investor Relations homepage (http://ir.msci.com).

Our Corporate Governance Policies (including our Director Independence Standards), Code of Ethics and committee charters are available electronically, without charge, on or through our website. To access these documents, click on the “Corporate Governance” link under the “Investor Resources” tab found on our website’s Investor Relations homepage (http://ir.msci.com). These documents are also available, without charge, to any shareholder who requests them by writing to us at c/o Corporate Secretary, MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007 or via email at investor.relations@msci.com.

Our Code of Ethics applies to our directors, executive officers and employees. If we make any substantive amendment to, or grant a waiver to, a provision of the Code of Ethics for our CEO, CFO, Principal Accounting Officer and Global Controller or persons performing similar functions, we will satisfy the applicable SEC disclosure requirement by promptly disclosing the nature of the amendment or waiver on our website’s Investor Relations homepage (http://ir.msci.com).

MSCI INC. PROXY STATEMENT      •      37

Director Compensation and Stock Ownership Guidelines

Director Compensation

The Compensation Committee reviews non-employee director compensation every two years and recommends changes, when appropriate, to the Board. The Compensation Committee is aided in its review by its external independent compensation consultant, Semler Brossy. The Compensation Committee takes into account peer benchmarking and broader general industry practices to establish non-employee director compensation. In 2020, based on the Compensation Committee’s review of the competitive market analysis and advice of Semler Brossy, the Compensation Committee recommended modest increases to the annual cash and equity retainers for non-employee directors as described below.

Prior to May 1, 2020, each non-employee director was entitled to receive an annual cash retainer of $75,000. Effective May 1, 2020, the annual cash retainer increased to $80,000. Prior to this increase, the annual cash retainer had not been increased since it was set in connection with our initial public offering in 2007. In addition to the annual retainer, non-employee directors were also entitled to the following cash retainers for serving as chairs and/or non-chair members of the Board’s standing committees. Directors do not receive meeting fees and employee directors do not receive any separate compensation for their Board activities.

38      •      MSCI INC. PROXY STATEMENT

Each non-employee director was also entitled to receive an annual equity award payable in RSUs having an aggregate fair market value of $160,000 for non-employee directors and $210,000 for the Lead Director based on the closing price of our common stock as reported by the NYSE on the date prior to grant. Effective May 1, 2020, the annual equity award payable in RSUs to each non-employee director increased to $165,000 and the annual equity award payable in RSUs to the Lead Director increased to $215,000.

Directors may elect under the terms of the MSCI Inc. 2016 Non-Employee Directors Compensation Plan (the “Directors Plan”) to receive their cash retainer in the form of shares of our common stock. Under the Directors Plan, non-employee directors are subject to annual limits on their cash and equity compensation, which were approved by our shareholders at our 2016 annual meeting of shareholders, as follows: non-employee directors may not receive in any calendar year (i) options, restricted stock, RSUs and other stock-based awards with a grant date fair value of more than $1,000,000 (as determined in accordance with applicable accounting standards) and (ii) retainers and other cash-based awards in excess of $1,000,000. These caps cannot be increased without the approval of our shareholders.

RSUs granted to non-employee directors are granted on May 1st of each year and vest on the first anniversary of the grant date. Cash retainers and RSU awards are prorated when a director joins the Board and/or a committee at any time other than May 1st. RSUs granted on or after May 1st vest on the next May 1st of the year following the grant date. For example, if a director joins the Board on February 1, 2021, his or her prorated RSUs will vest on May 1, 2021. If a director joins the Board on May 31, 2021, his or her prorated RSUs will vest on May 1, 2022.

RSUs are recognized as an expense in the Company’s financial statements for financial reporting purposes with respect to 2020 in accordance with FASB ASC Subtopic 718-10.

Holders of these RSUs are entitled to participate in dividend equivalent payments and such payments may be settled in cash, shares of our common stock, or a combination thereof, to be decided by the Company in its sole discretion. Prior to the conversion to shares, RSU holders do not have any rights as an MSCI shareholder with respect to such RSUs, including the right to vote the underlying shares. The RSUs are generally non-transferable; however, our Board may, in its discretion, specify circumstances under which an award may become immediately transferable and nonforfeitable or under which the award will be forfeited. The RSUs vest and convert to shares immediately upon termination of service for reasons of death, disability or a change in control. If service as a director terminates for any other reason, all unvested RSUs will be cancelled and forfeited unless determined otherwise by the Board or the Compensation Committee.

Non-employee directors are reimbursed for expenses incurred in connection with attending Board meetings and educational sessions.

Director Deferral Plan

On August 2, 2011, the Board adopted the MSCI Inc. Independent Directors Deferral Plan and subsequently amended and restated the plan in 2016 as the MSCI Inc. Non-Employee Directors Deferral Plan (the “Deferral Plan”). The Deferral Plan permits directors to defer receipt of shares of our common stock payable in lieu of cash retainers and/or upon conversion of RSUs granted to the director following the year for which an election has been submitted; provided that an election made by a director within 30 days after the director becomes eligible to receive a cash retainer or RSUs shall apply to any common stock payable in lieu of such a cash retainer and/or upon conversion of such RSUs granted to the director following the date on which the director makes the election. Receipt of shares of our common stock may be deferred until a future date specified by the director, a separation from service (as defined by Treasury regulations), or the earlier of the two. While the Deferral Plan allows for it, the Board has not yet implemented a process for the deferral of cash payments.

MSCI INC. PROXY STATEMENT      •      39

2020 Non-Employee Director Compensation

(1) Pursuant to MSCI’s Third Amended and Restated Articles of Incorporation, directors hold office for a term expiring at the next annual meeting of shareholders. The Board term beginning on April 28, 2020 and ending on April 27, 2021 (the “2020 Board Term”) and the Board term beginning on April 25, 2019 and ending on April 28, 2020 (the “2019 Board Term”) do not coincide with MSCI’s January through December fiscal year. Amounts included in the table above represent cash earned or paid, or stock awards granted, as applicable, during the year ended December 31, 2020. Because directors are paid for service from May 1 to April 30, prorated amounts are calculated from the applicable date to May 1st of the relevant Board term.

(2) Cash amounts in this column include the annual retainers and committee fees paid during the year ended December 31, 2020. Four of our directors elected to receive all or a portion of their annual cash retainers in stock as set forth below. The number of shares issued was determined by dividing the aggregate value of the elected portion of the cash retainer by the closing price of the Company’s common stock on the grant date ($319.94) and rounding down to the next whole share. Mr. duPont elected to defer receipt of such shares until the 60th day after his “separation from service” as a director under the Deferral Plan.

(3) Represents the aggregate grant date fair value of RSUs granted in 2020 in accordance with FASB ASC Subtopic 718-10. The fair value is calculated by multiplying the closing price of our common stock on the date prior to the grant date by the number of units awarded. For assumptions regarding these calculations, please see notes 1 and 10 to the consolidated financial statements included in our 2021 Annual Report on Form 10-K filed with the SEC on February 12, 2021. However, the values in this column may not correspond to the actual value that will be realized by the non-employee directors at the time the RSUs vest. The number of RSUs awarded is determined by dividing the aggregate value of the RSU award by the closing price of the Company’s common stock on the trading day prior to the grant date ($327.00) and rounding down to the next whole RSU. For the 2020 Board term, each of Messrs. duPont, Edmunds, Perold, Rattray and Smith and Mmes. Kinney, Riefler and Volent received 504 RSUs, and Mr. Ashe received 657 RSUs. These RSUs will vest on May 1, 2021. Mr. duPont elected to defer receipt of such shares issuable upon vesting until the 60th day after his “separation from service” as a director under the Deferral Plan.

40      •      MSCI INC. PROXY STATEMENT

(4) As of December 31, 2020, each of our non-employee directors had the following outstanding stock awards in the form of RSUs: Messrs. duPont, Edmunds, Perold, Rattray and Smith and Mmes. Kinney, Riefler and Volent each had 504 RSUs outstanding, and Mr. Ashe had 657 RSUs outstanding.

(5) Cash amounts in this column include dividend equivalents paid during the year ended December 31, 2020 in connection with the Company’s payment of its quarterly cash dividend. Each of Mr. duPont and Mmes. Handy and Kinney received shares of our common stock and a cash payment for fractional shares received as a dividend equivalent payment for outstanding RSUs and in lieu of receiving a cash dividend payment for shares, in each case subject to his or her deferral election. The table below sets forth the amounts received by each.

(6) Mr. duPont has notified the Board of his decision to retire from the Board and not stand for re-election at the 2021 Annual Meeting.

(7) Ms. Handy did not stand for re-election at the 2020 annual meeting of shareholders and served on the Board through April 28, 2020, and thus did not receive compensation for the 2020 Board Term.

(8) Mr. Rattray was appointed to the Board, effective February 26, 2020.

(9) Mr. Siguler did not stand for re-election at the 2020 annual meeting of shareholders and served on the Board through April 28, 2020, and thus did not receive compensation for the 2020 Board Term.

(10) Ms. Volent was appointed to the Board, effective February 26, 2020.

Non-Employee Director Stock Ownership Guidelines

Under the Company’s stock ownership guidelines for non-employee directors, commencing on April 28, 2016, each non-employee director has been required to own a target number of shares of stock of the Company equal to the sum of the “net shares” resulting from the vesting of the RSUs granted to such director for each of the last five years, with such aggregate share ownership to be achieved within five years of initially being elected or appointed to the Board and maintained thereafter. “Net shares” means the number of shares that would remain if the shares resulting from the vesting of the RSUs are sold to satisfy any tax obligations (assuming a tax rate of 40%) upon either (i) the conversion of such RSUs into shares or (ii) the cessation of any tax deferral period with respect to such RSUs.

Shares that count towards satisfaction of the target level of stock ownership under these stock ownership guidelines consist of the following:

As of the date of this Proxy Statement, all of our non-employee directors are in compliance with the Company’s stock ownership guidelines.

MSCI INC. PROXY STATEMENT      •      41

Beneficial Ownership of Common Stock

Stock Ownership of Executive Officers and Directors

We require members of our Executive Committee (which includes all of our executive officers) and our directors to comply with our stock ownership guidelines to further align their interests with the interests of our shareholders. As of the date of this Proxy Statement, all of the members of our Executive Committee and our directors are in compliance with the applicable stock ownership guidelines. See “Compensation Matters—Compensation Discussion and Analysis—Stock Ownership Guidelines” on page 76 of this Proxy Statement and “Director Compensation and Stock Ownership Guidelines—Non-Employee Director Stock Ownership Guidelines” on page 41 of this Proxy Statement for additional information regarding our ownership guidelines for the members of our Executive Committee and our directors, respectively.

The following table sets forth the beneficial ownership of our common stock by each of our NEOs and directors, and by all of our directors and executive officers as of March 2, 2021, as a group. The address for each of our executive officers and directors is 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007. Percentage of share ownership amounts are based on 82,751,461 shares of our common stock outstanding as of March 2, 2021.

42      •      MSCI INC. PROXY STATEMENT

(1) Excludes shares of our common stock that may be acquired through the vesting of RSUs and PSUs. Includes 5,372 and 20,338 shares of our common stock for Mr. duPont and Ms. Kinney, respectively, for which such directors have elected to defer receipt of their respective shares until the 60th day after such director’s “separation from service” as a director.

(2) Includes shares of our common stock that can be acquired through vesting of RSUs within 60 days of the date of this table (i.e., through May 1, 2021). See the “Outstanding Equity Awards at Fiscal Year-End” Table included herein for additional information regarding RSUs held by each NEO as of December 31, 2020. As of December 31, 2020, each of our non-employee directors had the following outstanding stock awards, all of which are in the form of RSUs: Messrs. duPont, Edmunds, Perold, Rattray and Smith and Mmes. Kinney, Riefler and Volent each had 504 RSUs outstanding, and Mr. Ashe had 657 RSUs outstanding. Such RSUs are scheduled to vest on May 1, 2021. Mr. duPont has notified the Board of his decision to retire from the Board and not stand for re-election at the 2021 Annual Meeting. The Board waived the forfeiture provisions on Mr. duPont’s unvested RSUs that would be triggered upon his retirement on April 27, 2021. His unvested RSUs will continue to vest on May 1, 2021.

(3) Except as indicated in the footnotes to this table, to our knowledge each executive officer and director, as of March 2, 2021, had sole voting and investment power with respect to his or her shares of our common stock. Beneficial Ownership Totals may differ from those set forth in Statements of Changes in Beneficial Ownership reported on Form 4 filed with the SEC due to the exclusion herein of RSUs granted by the Company, as described in footnote (1) to this table.

(4) All executive officers and directors (other than Mr. Fernandez) each beneficially owned less than 1.0% of the shares of our outstanding common stock. Percentages for each beneficial owner are calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act. Percentages for each named executive officer, executive officer and director as of March 2, 2021 and collectively as a group are based on the number of our shares outstanding as of March 2, 2021, which excludes shares of our common stock that can be acquired through vesting of RSUs within 60 days of the date of this table (i.e., through May 1, 2021).

(5) Includes 314,479 shares of our common stock held by the Fernandez 2007 Children’s Trust in which the spouse of Mr. Fernandez is the trustee and his children are the beneficiaries, 730 shares of our common stock held by one of his children under the Uniform Transfer to Minors Act and 11,525 shares of our common stock directly held by two of Mr. Fernandez’s children.

(6) The Board appointed Mr. Wiechmann, who has been serving as the Company’s Chief Strategy Officer, to serve as Chief Financial Officer, effective as of September 25, 2020.

(7) Ms. Huber stepped down from her position as Chief Financial Officer, effective as of September 25, 2020.

(8) Mr. duPont has notified the Board of his decision to retire from the Board and not stand for re-election at the 2021 Annual Meeting.

(9) Includes 5,324 of our common stock held by the Kinney 2020 Husband Trust in which the spouse of Ms. Kinney is the trustee and her children are the beneficiaries.

(10) Mr. Rattray was appointed to the Board, effective February 26, 2020.

(11) Ms. Volent was appointed to the Board, effective February 26, 2020.

(12) Shares of our common stock attributable to Ms. Huber have been excluded as Ms. Huber is no longer an executive officer of the Company.

Stock Ownership of Principal Shareholders

The following table contains information regarding the only persons we know of that beneficially own more than 5% of our common stock. Percentage of class amounts are based on 82,751,461 shares of our common stock outstanding as of March 2, 2021.

MSCI INC. PROXY STATEMENT      •      43

(1) Because percentage of class ownership is based on the total number of shares of our common stock outstanding as of a date that differs from the date used by the principal shareholders to calculate the percentages for purposes of filing the applicable Schedule 13G or 13G/A, percentages of class ownership presented herein may differ from amounts reported in the applicable Schedule 13G or 13G/A filed with the SEC by the relevant principal shareholder.

(2) Based on information in a Schedule 13G/A (Amendment No. 8) filed with the SEC on February 10, 2021. The Schedule 13G/A discloses that The Vanguard Group had sole voting power as to 0 shares of our common stock, shared voting power as to 143,363 shares of our common stock, sole dispositive power as to 8,265,379 shares of our common stock and shared dispositive power as to 369,376 shares of our common stock. In addition, the Schedule 13G/A discloses that the person filing the report is an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E) and the identification and classification of the subsidiaries which acquired the securities being reported on therein are set forth on Appendix A thereto.

(3) Based on information in a Schedule 13G/A (Amendment No. 9) filed with the SEC on January 29, 2021. The Schedule 13G/A discloses that BlackRock, Inc. had sole voting power as to 5,751,859 shares of our common stock and sole dispositive power as to 6,410,861 shares of our common stock. In addition, the Schedule 13G/A discloses that the person filing the report is a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G) and the identification and classification of the subsidiaries which acquired the securities being reported on therein are set forth on Exhibit A thereto.

44      •      MSCI INC. PROXY STATEMENT

Compensation Matters

MSCI INC. PROXY STATEMENT      •      45

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (referred to as the “CD&A”) section summarizes our general philosophy with regard to the compensation of our Chief Executive Officer (“CEO”), our current Chief Financial Officer (“CFO”), our three next most highly paid executive officers in 2020 and our former Chief Financial Officer (collectively referred to as “named executive officers” or “NEOs”). The CD&A provides context for the executive compensation disclosures presented below in both tabular and narrative form. Under its charter, the Compensation Committee reviews the Company’s compensation strategy and reviews and approves executive officer compensation as well as the Company’s compensation and benefits policies generally. The Compensation Committee approved the compensation structure and amounts for each of our NEOs for 2020 and also approved changes to the long-term equity incentive component of our executive compensation program that became effective for equity grants in 2020 incorporating feedback we received from our shareholders.

Additional 2020 NEO:

46      •      MSCI INC. PROXY STATEMENT

Highlights

EXECUTIVE SUMMARY        

Our executive compensation program is designed to link pay to performance, encourage prudent decision-making and risk management, and create a balanced focus on short-term and long-term performance and shareholder value creation. In the dynamic and competitive environment in which we operate, it is imperative that we maintain a responsible executive compensation program that encourages and rewards our leaders for achieving short-term and long-term results.

The following table sets forth the key components of our target-based compensation program in effect in 2020.