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September 19, 2022
Henry A. Fernandez
Chairman and Chief Executive Officer
MSCI Inc.
7 World Trade Center
250 Greenwich Street, 49th Floor
New York, NY 10007
Re: MSCI Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 26,
2022
File No. 001-33812
Dear Mr. Fernandez:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 26, 2022
General
1. Please expand your
discussion of the reasons you believe that your leadership structure is
appropriate, addressing
your specific characteristics or circumstances. In your discussion,
please also address how
the experience of your Lead Director is brought to bear in
connection with your
board s role in risk oversight.
2. Please expand upon the
role that your Lead Director plays in the leadership of the board.
For example, please
enhance your disclosure to address whether or not your Lead Director
may:
represent the
board in communications with shareholders and other stakeholders;
require board
consideration of, and/or override your CEO on, any risk matters; or
provide input on
design of the board itself.
Henry A. Fernandez
FirstName
MSCI Inc. LastNameHenry A. Fernandez
Comapany 19,
September NameMSCI
2022 Inc.
September
Page 2 19, 2022 Page 2
FirstName LastName
3. Please expand upon how your board administers its risk oversight
function. For example,
please disclose:
the timeframe over which you evaluate risks (e.g., short-term,
intermediate-term, or
long-term) and how you apply different oversight standards based
upon the
immediacy of the risk assessed;
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment;
how the board interacts with management to address existing
risks and identify
significant emerging risks;
whether you have a Chief Compliance Officer and to whom this
position reports; and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at
(202) 551-
3412 with any questions.
Sincerely,
Division of
Corporation Finance
Disclosure
Review Program