☑ | 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): | |||||
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☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2023 PROXY STATEMENT | 3 |
![]() | Letter from our Chairman and CEO | |||||||
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![]() 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. |
4 | MSCI |
![]() | Letter from our Independent Lead Director | |||||||
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![]() 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. |
2023 PROXY STATEMENT | 5 |
6 | MSCI |
![]() | Notice of Annual Meeting of Shareholders |
Annual Meeting Proposals and Voting Recommendations | |||||||||||||||||
![]() DATE AND TIME APRIL 25, 2023 (Tuesday) 2:30 P.M., EASTERN TIME ![]() LOCATION Attend the virtual meeting, including to vote and/or submit questions via the internet through a virtual web conference at: www.virtualshareholder meeting.com/MSCI2023 ![]() RECORD DATE MARCH 1, 2023 | |||||||||||||||||
1 | Election of Directors | “FOR” each nominee ![]() | |||||||||||||||
2 | Advisory Vote to Approve Executive Compensation (Say-on-Pay) | “FOR” ![]() | |||||||||||||||
3 | Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation | “1 YEAR” ![]() | |||||||||||||||
4 | Ratification of the Appointment of MSCI’s Independent Auditor | “FOR” ![]() | |||||||||||||||
The 2023 annual meeting of shareholders (the “2023 Annual Meeting”) will commence at 2:30 P.M., Eastern Time. Online check-in will be available beginning at 1:30 P.M., Eastern Time. Please allow ample time for the online check-in process. To participate in the 2023 Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions that accompanied your proxy materials. A webcast replay of the 2023 Annual Meeting will also be made available on our Investor Relations website (https://ir.msci.com). If you are a beneficial shareholder, your broker will not be able to vote your shares with respect to any of the matters presented at the meeting, other than the ratification of the selection of our independent registered public accounting firm, unless you give your broker specific voting instructions. We will mail the Notice of Internet Availability of Proxy Materials on or about March 15, 2023. The Notice of Internet Availability of Proxy Materials is not a proxy card and cannot be used to vote your shares. | How to Vote Whether or not you plan to attend our 2023 Annual Meeting, it is important that you vote as soon as possible to ensure that your shares are represented. ![]() INTERNET www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on April 24, 2023. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ![]() TELEPHONE 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 24, 2023. Have your proxy card in hand when you call and then follow the instructions. ![]() MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | ||||||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting to be held on April 25, 2023. This Proxy Statement and our 2022 Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available without charge at www.proxyvote.com. Information contained on such website is not incorporated by reference into this Proxy Statement or any other report we file with the Securities and Exchange Commission (the “SEC”). | |||||||||||||||||
2023 PROXY STATEMENT | 7 |
![]() | Table of Contents |
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. | ||
8 | MSCI |
![]() | Proxy Summary |
MSCI at a Glance MSCI Inc. trades under the symbol “MSCI” on the New York Stock Exchange (“NYSE”) and as of March 1, 2023 had a market capitalization of $41.3 billion. | We are a leading provider of critical decision support tools and solutions for the global investment community. Strategic Pillars of Growth | |||||||||||||||||||||||||
As of December 31, 2022, we employed 4,759 people and served over 6,600 clients in more than 95 countries. | Extend leadership in research-enhanced content across asset classes | Expand solutions that empower client customization | ||||||||||||||||||||||||
Lead the enablement of ESG and climate investment integration | Strengthen client relationships and grow into strategic partnerships with clients | |||||||||||||||||||||||||
Enhance distribution and content-enabling technology | Execute strategic relationships and acquisitions with complementary content and technology companies | |||||||||||||||||||||||||
Our mission-critical offerings help investors address the challenges of a transforming investment landscape and power better investment decisions. Leveraging our knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and confidently and efficiently build more effective portfolios. | ||||||||||||||||||||||||||
Addressing all Participants in the Investment Process | ||||||||||||||||||||||||||
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Providers of Capital Enabling asset owners and managers to make better investment decisions and build better portfolios | Users of Capital Enabling corporates and others to understand ESG and climate risks, benchmark against peers and inform engagement with shareholders | Financial Intermediaries Enabling banks, broker dealers, exchanges, custodians and others to improve the investment process with more transparency |
2023 PROXY STATEMENT | 9 |
OPERATING REVENUES (in millions except percentages) | OPERATING EXPENSES / ADJUSTED EBITDA EXPENSES* (in millions except percentages) | |||||||||||||||||||
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DILUTED EPS / ADJUSTED EPS* (unaudited) | CASH FROM OPERATING ACTIVITIES / FREE CASH FLOW* (in millions except percentages) | |||||||||||||
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10 | MSCI | Proxy Summary |
~$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 | ||||||
COMPARISON OF CUMULATIVE TEN YEAR TOTAL RETURN |
![]() | MSCI Inc. | ![]() | S&P 500 Index | ![]() | NYSE Composite Index | ![]() | MSCI USA Financials Index | ||||||||||||||||
![]() |
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 |
2023 PROXY STATEMENT | 11 |
![]() | Enabling Sustainable Investing Offer solutions and content for investors globally to manage their ESG and climate risks and opportunities | ![]() | Social Practices Serve our people through areas of focus including DE&I, talent practices, benefits and outreach programs | |||||||||||
•Solutions •Launched Total Portfolio Footprinting, a tool to help financial institutions better understand the extent and impact of greenhouse gas (“GHG”) emissions at companies they are financing •Launched tools to help investors identify portfolio risk exposure to biodiversity loss and deforestation with the MSCI Biodiversity-Sensitive Areas Screening Metrics and the MSCI Deforestation Screening Metrics •Launched a solution for banks to measure and report on ESG and climate-related risks pursuant to the European Banking Authority’s ESG Pillar 3 prudential framework •Launched the MSCI Climate Action Indexes, a suite of equity indexes that are designed to support investors with a strategy focused on companies that are leaders in their sectors with respect to climate transition activities •Trends and Research •Published our 11th annual ESG and Climate Trends to Watch report, which analyzes more than 30 emerging ESG trends set to shape ESG investing in 2023 and beyond | •Diversity Equity & Inclusion (“DE&I”) •Hosted 5th Annual Global DE&I Summit, an annual event designed to cultivate leaders from diverse backgrounds and to further promote our commitment to workplace inclusion and belonging •Published our 2021, 2020 and 2019 U.S. Consolidated EEO-1 Report data •Disclosed diversity data aligned to Sustainability Accounting Standards Board (“SASB”) categories •Pay equity assessment identified no meaningful differences in pay based on gender globally or based on race or ethnicity in the U.S. •Employee Engagement •In December 2022 employee engagement survey, achieved a 78% response rate, and the percentage of respondents characterized as fully engaged was 74%, the highest since we implemented the survey •Future of Work •Launched “Future of Work” in January 2022, which introduced flexibility of when and where employees work via a hybrid-work model | |||||||||||||
![]() | Environmental Sustainability Manage carbon emissions and climate risks and opportunities, and implement sustainable operational practices | ![]() | Robust Governance Implement policies and practices that reflect MSCI’s commitment to strong governance | |||||||||||
•Enhanced Commitments •Set 2025 milestones to achieve 100% renewable electricity and reduce GHG emissions; accelerated the timeline for reducing absolute Scope 1, 2 and 3 GHG emissions from 2035 to 2030 •Enhanced near-term (i.e., 2030) targets to reduce absolute Scope 1 and 2 GHG emissions 80% and to reduce absolute Scope 3 GHG emissions 50%, compared to prior targets of 50% and 20%, respectively •Published Climate Transition Plan to demonstrate progress towards our near-term targets •Supply Chain Engagement •Supplier Sustainability and Diversity Team engaged with key suppliers to set, and report progress on meeting, science-based carbon reduction targets •Reporting and Verification •Received approval for science-based near-term, long-term and net-zero GHG emissions reduction targets by the Science Based Targets initiative (SBTi) •Filed 4th annual CDP Questionnaire and received score of A- •Published second TCFD report •Disclosed 2021 emissions metrics across Scopes 1, 2 and 3, reflecting reductions since our 2019 baseline year | •Board Developments •Appointed Robin Matlock, a new director with a deep background in go-to-market and marketing strategy, client insight and technological innovation •Appointed Baer Pettit, our President and COO, who brings expertise and deep knowledge of MSCI, its people, clients, operations and value proposition •Approved Committee rotations for 2023 Board term, including all Committee Chairs •Board Education Sessions •Conducted board education sessions to strengthen the Board’s expertise on ESG and climate and cybersecurity •Disclosures and Policies •Enhanced Board diversity and skills disclosure, including by disclosing on an individual-director level and fully updating core competency/skills categories •Further enhanced Board Committee Charters and Corporate Governance Policies to reflect leading practices and shareholder feedback | |||||||||||||
12 | MSCI | Proxy Summary |
COMMITTEES: | A | Audit | C | Compensation | G | Governance | S | Strategy | Chair |
COLLECTIVE SKILLSET | ![]() | |||||||||||||
Executive Leadership | ||||||||||||||
![]() | 11/12 | |||||||||||||
Investment Industry Experience | ||||||||||||||
![]() | 9/12 | |||||||||||||
Global Perspective | ||||||||||||||
![]() | 10/12 | |||||||||||||
Regulatory, Government and Public Policy | ||||||||||||||
![]() | 3/12 | |||||||||||||
Corporate Development | ||||||||||||||
![]() | 8/12 | |||||||||||||
Financial Reporting and Capital Allocation | ||||||||||||||
![]() | 7/12 | |||||||||||||
Corporate/Enterprise Risk Management | ||||||||||||||
![]() | 10/12 | |||||||||||||
Client Relations, Marketing and Brand Development | ||||||||||||||
![]() | 7/12 | |||||||||||||
Digital, Data and Cybersecurity Expertise | ||||||||||||||
![]() | 5/12 | |||||||||||||
ESG and Climate Practices | ||||||||||||||
![]() | 5/12 | |||||||||||||
Human Capital Management | ||||||||||||||
![]() | 9/12 | |||||||||||||
Geographic Diversity | ||||||||||||||
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2023 PROXY STATEMENT | 13 |
Proposal 1 Election of Directors | |||||
The Board recommends a vote FOR each director nominee. | See Page 18 |
![]() | 4 Independent Directors appointed in the past 5 years. Active Board Refreshment •In 2022, we appointed Robin Matlock, a new director with a deep background in go-to-market and marketing strategy. •In 2023, we appointed Baer Pettit, our President and Chief Operating Officer. •In 2023, we approved the rotation of Committee Chairs and members. •Mandatory director retirement age of 72. Since 2019, two directors have retired pursuant to the retirement policy. | |||||||||||||||||||||||||||||||||||||||||||
DIVERSITY IS AN IMPORTANT FACTOR IN OUR BOARD COMPOSITION DECISIONS Our Board is committed to diversity within its membership. Our Governance Committee considers a number of factors including diversity, age, skills, background and experience, in seeking to develop a diverse and well-rounded board. The Governance Committee also instructs any search firm it retains to identify a diverse slate of candidates. |
14 | MSCI | Proxy Summary |
Deep Shareholder Outreach Team: | Senior Business Leaders | + | Finance and Investor Relations Team | + | Corporate Secretary Team | + | Human Resources Team, including Talent and Compensation | + | Corporate Responsibility Team and Global Corporate Services Team | + | Board Members | ||||||||||||||||||||||||
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 |
2023 PROXY STATEMENT | 15 |
Proposal 2 Advisory Vote to Approve Executive Compensation (Say-on-Pay) | |||||
The Board recommends a vote FOR this proposal. | See Page 56 |
SHORT-TERM (Annual Incentive Plan Cash Bonus) | LONG-TERM (Long-Term Incentive Plan Equity Grants) | |||||||||||||||||||
(70%) | (20%) | (10%) | •Restricted Stock Units (cliff-vest after a 3-year service period) •Performance Stock Units (earned based on absolute TSR CAGR over a 3-year performance period) with a 1-year post-vesting mandatory holding period •Performance Stock Options (earned based on cumulative revenue and cumulative adjusted EPS over a 3-year performance period) | |||||||||||||||||
Financial Performance | Key Performance Indicators | DE&I Goals | ||||||||||||||||||
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Aligns NEOs’ interests with stakeholders’ interests by: •Rewarding performance for achievement of strategic goals, which are designed to position the Company competitively •Promoting strong financial results and shareholder value •Explicitly promoting DE&I progress | Further aligns NEOs’ interests with stakeholders’ interests by: •Promoting an “owner-operator” mentality among senior leaders •Linking a substantial portion of long-term compensation to the achievement of operational results (revenue and adjusted EPS) and shareholder value creation (TSR) | |||||||||||||||||||
2022 ANNUALIZED CEO | 2022 AVERAGE ANNUALIZED OTHER NEOS | |||||||
![]() | ![]() |
16 | MSCI | Proxy Summary |
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%). | ||||
2023 PROXY STATEMENT | 17 |
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. | ![]() |
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 |
18 | MSCI |
![]() | Proposal No. 1 Election of Directors |
![]() | 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. | ||||
2023 PROXY STATEMENT | 19 |
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. | ![]() |
20 | MSCI | Proposal 1: Election of Directors |
DIRECTOR CORE COMPETENCIES | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ||||||||||||||||||||||||||
Executive Leadership | l | l | l | l | l | l | l | l | l | l | l | |||||||||||||||||||||||||||
Investment Industry Expertise | l | l | l | l | l | l | l | l | l | |||||||||||||||||||||||||||||
Global Perspective | l | l | l | l | l | l | l | l | l | l | ||||||||||||||||||||||||||||
Regulatory, Government and Public Policy Engagement | l | l | l | |||||||||||||||||||||||||||||||||||
Corporate Development | l | l | l | l | l | l | l | l | ||||||||||||||||||||||||||||||
Financial Reporting and Capital Allocation | l | l | l | l | l | l | l | |||||||||||||||||||||||||||||||
Corporate/Enterprise Risk Management | l | l | l | l | l | l | l | l | l | l | ||||||||||||||||||||||||||||
Client Relations, Marketing and Brand Development | l | l | l | l | l | l | l | |||||||||||||||||||||||||||||||
Digital, Data and Cybersecurity Expertise | l | l | l | l | l | |||||||||||||||||||||||||||||||||
ESG and Climate Practices | l | l | l | l | l | |||||||||||||||||||||||||||||||||
Human Capital Management | l | l | l | l | l | l | l | l | l |
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 |
DIVERSITY/BACKGROUND | ||||||||||||||||||||||||||||||||||||||
African American/Black | l | |||||||||||||||||||||||||||||||||||||
Alaskan Native/Native American | ||||||||||||||||||||||||||||||||||||||
Asian/South Asian | l | |||||||||||||||||||||||||||||||||||||
Caucasian/White | l | l | l | l | l | l | l | l | l | |||||||||||||||||||||||||||||
Hispanic/Latino | l | |||||||||||||||||||||||||||||||||||||
Native Hawaiian or Pacific Islander | ||||||||||||||||||||||||||||||||||||||
Two or More Races | ||||||||||||||||||||||||||||||||||||||
LGBTQ+ | ||||||||||||||||||||||||||||||||||||||
Born Outside of the U.S. | l | l | l | l | l | l |
DIRECTOR DIVERSITY | DIRECTOR INDEPENDENCE | DIRECTOR TENURE | DIRECTOR AGE | |||||||||||||||||
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2023 PROXY STATEMENT | 21 |
![]() 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. |
22 | MSCI | Proposal 1: Election of Directors |
![]() 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. |
2023 PROXY STATEMENT | 23 |
![]() 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. |
24 | MSCI | Proposal 1: Election of 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. |
2023 PROXY STATEMENT | 25 |
![]() 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. |
26 | MSCI | Proposal 1: Election of 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. |
2023 PROXY STATEMENT | 27 |
![]() 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. |
28 | MSCI |
![]() | Corporate Governance |
•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. | ||||
2023 PROXY STATEMENT | 29 |
![]() | May 1, 2018 | ![]() | May 10, 2018 | ![]() | April 25, 2019 | ![]() | February 26, 2020 | ![]() | April 28, 2020 | ![]() | April 27, 2021 | ![]() | June 1, 2021 | ![]() | June 1, 2022 | ![]() | January 30, 2023 | ![]() | ||||||||||||||||||||||||||||||||||||||
Patrick Tierney retired | Rodolphe M. Vallee retired | Wendy E. Lane retired | Paula Volent and Sandy C. Rattray appointed to Board | Alice W. Handy and George W. Siguler retired | Benjamin DuPont retired | Rajat Taneja appointed to Board | Robin Matlock appointed to Board | Baer Pettit appointed to Board | ||||||||||||||||||||||||||||||||||||||||||||||||
30 | MSCI | Corporate Governance |
1 DIRECTOR RECRUITMENT PROCESS | The Governance Committee, with the feedback of the full Board, identifies key skills that would best serve the future needs of the Board and the Company, including by considering feedback from the Board’s annual self-evaluation process. Pursuant to the authority granted in its charter, the Governance Committee retains a professional search firm to assist in the process of identifying and evaluating potential director candidates. The Governance Committee instructs the search firm to focus on candidates with relevant experience and to seek a diverse slate of candidates. Using a search firm provides additional assurance to the Governance Committee that it is conducting a comprehensive search and evaluating a broad and diverse pool of potential candidates. Additionally, the Governance Committee solicits input from the Board. | ||||||||||||||||||||||
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2 IDENTIFICATION AND INTERVIEW OF CANDIDATES | From the candidates provided by the third-party search firm, where applicable, as well as input from directors, the Governance Committee identifies a short list of high-potential candidates, and the search firm then conducts an initial assessment of these candidates’ skills, experience, background and availability to commit to Board service. The Chair of the Governance Committee meets with a number of candidates. Certain candidates also meet with members of the Governance Committee, the Chairman and the Lead Director. | ||||||||||||||||||||||
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3 BOARD DECISION AND NOMINATION | The Governance Committee presents qualified candidates to the Board. In reviewing the potential candidates, the Board takes into account the qualifications discussed in “Director Qualifications” of this Proxy Statement and in MSCI’s Corporate Governance Policies. Upon completion of its assessment, the Governance Committee reports its recommendations for nominations to the full Board. Following discussion of a candidate’s qualifications and consideration of the independence of such candidate, where applicable, the Board formally appoints the candidate to the Board. | ||||||||||||||||||||||
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4 NEW DIRECTORS | •The Board appointed Robin Matlock to the Board, effective June 1, 2022 and Baer Pettit to the Board, effective January 30, 2023. •Ms. Matlock’s qualifications include over 25 years of experience in digital business transformation and go-to-market execution and her prior board experience, including service on the Compensation, Risk & Safety and Technology Committees of a U.S. public company. •As our President and COO, Mr. Pettit brings extensive and unique experience and knowledge of the Company’s products, services, strategy and industry. | ||||||||||||||||||||||
2023 PROXY STATEMENT | 31 |
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ENGAGEMENT WITH MANAGEMENT: Directors regularly meet with senior management and continuously assess performance during meetings and other interactions. Our Corporate Governance Policies provide that each Board member has complete and open access to senior members of MSCI management. In 2022, we paired each independent Board member with members of our Executive Committee for sponsorship of inclusive leadership initiatives. REFRESHMENT: Our Board is committed to active refreshment – over 40% of our Board have tenures of less than five years. INDEPENDENCE: Having an independent Lead Director, all independent committee chairs, a significantly independent Board and a practice of independent director sessions following each Board meeting fosters a Board culture of open discussion and deliberation, with an unbiased evaluation of risks and opportunities. | DIVERSITY: Our Board is committed to diversity within its membership. Based on gender and ethnic diversity, our Board is currently over 50% diverse. The search process for any new director includes diverse talent, and any search firm is instructed to identify a diverse slate of candidates. SHAREHOLDER INTERESTS: The Board believes that candid and specific feedback from shareholders will enhance MSCI’s governance, social responsibility and compensation practices and the Board receives regular reports from management on meetings with shareholders and analysts. In 2022, our directors and senior leaders engaged with shareholders to discuss MSCI’s business, strategy and corporate responsibility efforts. We value direct shareholder feedback, and we regularly invite shareholders to speak directly with our Board at regular Board meetings. | OPEN DISCUSSION: Our Board emphasizes full and open discussion and debate. Mr. Ashe, our Lead Director, facilitates constructive discussion among independent directors and committee chairs and provides feedback to the Chairman to enhance Board leadership and culture. EVALUATION: Each year, our directors formally evaluate the effectiveness of the Board through a thorough and candid self-assessment. Among other topics, this self-assessment seeks feedback on the Board’s culture, leadership structure, committee effectiveness, continuing education, skills and expertise, and other areas. ORIENTATION AND DIRECTOR EDUCATION: The Board’s orientation and education processes foster a culture of continuing education. As part of the director orientation program, a new director meets with all members of the Management Committee and all MSCI business heads. | |||||||||||||||
32 | MSCI | Corporate Governance |
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. |
2023 PROXY STATEMENT | 33 |
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 |
34 | MSCI | Corporate Governance |
Audit Committee | Compensation Committee | Governance Committee | Strategy Committee | |||||||||||||||||||||||
2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||
Henry A. Fernandez(1) | ||||||||||||||||||||||||||
Robert G. Ashe | l | l | l | l | ||||||||||||||||||||||
Wayne Edmunds | l | l | l | l | ||||||||||||||||||||||
Catherine R. Kinney | l | l | ||||||||||||||||||||||||
Robin Matlock(2) | l | l | l | |||||||||||||||||||||||
Jacques P. Perold | l | l | l | l | ||||||||||||||||||||||
Baer Pettit(3) | ||||||||||||||||||||||||||
Sandy C. Rattray | l | l | l | l | ||||||||||||||||||||||
Linda H. Riefler | l | l | l | l | ||||||||||||||||||||||
Marcus L. Smith | l | l | l | l | ||||||||||||||||||||||
Rajat Taneja | l | l | ||||||||||||||||||||||||
Paula Volent | l | l | l | l |
2023 PROXY STATEMENT | 35 |
MEMBERS: Wayne Edmunds (Chair) Robert G. Ashe Sandy C. Rattray Linda H. Riefler Rajat Taneja | MEETINGS HELD IN 2022: 9 •All members are independent within the meaning of the NYSE standards of independence for directors and audit committee members. •All members satisfy NYSE financial literacy requirements, each of Messrs. Ashe, Edmunds and Rattray and Ms. Riefler have accounting or other related financial management expertise, and Messrs. Ashe and Edmunds have been designated as “audit committee financial experts,” as defined by SEC rules. | ||||
PRIMARY RESPONSIBILITIES: •Oversees the integrity of the Company’s financial statements, internal controls over financial reporting, risk assessment and risk management (including major financial risk exposures and cybersecurity risks). •Oversees the Company’s internal controls over financial reporting, risk assessment and risk management. •Oversees the appointment, compensation, retention, termination and oversight of the work of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, including the independent auditor. •Evaluates the qualifications, independence and performance of the independent auditor, including obtaining a report of the independent auditor describing the items set forth in the Audit and Risk Committee’s charter, including those required by the Public Company Accounting Oversight Board. •Pre-approves audit and permitted non-audit services. •Reviews and evaluates the internal audit plan and the performance, responsibilities, budget and staffing of the Company’s internal audit function. •Reviews and discusses with management and the independent auditor the annual audited and quarterly unaudited financial statements included in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, respectively. •Establishes procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters, and the review of any submissions received pursuant to such procedures. •Reviews reports from management relating to the status of compliance with legal and regulatory requirements. •Reviews with management (i) the Company’s key business risks, including the Company’s major strategic, operational, regulatory, litigation and financial risk exposures and technology and cybersecurity risks, (ii) policies and practices with respect to risk governance, risk assessment and risk management, and (iii) the steps that have been taken to assess, monitor and control such risks. •Reviews the Company’s enterprise risk management program, including its risk governance framework and risk management practices that facilitate the identification, assessment, mitigation and public reporting of risks that may affect the Company. KEY AREAS OF FOCUS IN 2022: •Risks associated with the evolving macro-economic environment, including inflation, the Great Resignation, geopolitical events and related global escalation of geopolitical tensions. •Cybersecurity and business continuity capabilities. •Data and technology governance, including process for internal audit action plans. •Risks associated with utilization of third-party data in our business. •Continued focus on the management and governance of data and research used in our ESG and Climate business. Further details on the role of the Audit and Risk Committee, as well as the Audit and Risk Committee Report, may be found in “Audit Matters—Audit and Risk Committee Report” on page 97 of this Proxy Statement. | |||||
36 | MSCI | Corporate Governance |
MEMBERS: Linda H. Riefler (Chair) Wayne Edmunds Marcus L. Smith | MEETINGS HELD IN 2022: 6 •All members are independent within the meaning of the NYSE standards of independence for directors and compensation committee members. •All members qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. | ||||
PRIMARY RESPONSIBILITIES: •Reviews the Company’s compensation strategy and reviews and approves the Company’s compensation and benefits programs, including reviewing and approving any incentive compensation and equity-based plans of the Company that are subject to Board approval and the Company’s stock ownership guidelines for the Executive Committee, which includes senior leaders from across the firm who drive MSCI’s strategy and operations. •Identifies, reviews and approves corporate goals and objectives relevant to the compensation of the Company’s executive officers and such other members of senior management as the Committee determines (the “Executives”), including pay-for-performance alignment; sets compensation for the Executives, and evaluates each Executive’s performance. •Reviews and approves the compensation of the Company’s CEO and each of the Company’s other Executives, including: base salary; annual incentive compensation; long-term incentive compensation; employment, severance, termination and change in control agreements; and any other compensation, ongoing perquisites or special benefit items. •Reviews non-employee director compensation every two years and recommends changes to the Board, when appropriate. •Periodically reviews, in consultation with the CEO, the Company’s management succession and progression planning and oversees the Company’s talent management, progression planning, career progression and retention strategies and programs, including the Company’s learning and leadership development and DE&I programs. •At least annually, reviews each Executive’s progress on DE&I initiatives, including key performance metrics. •Periodically reviews the Company’s initiatives and strategies relating to corporate culture, including considering the Company’s performance, engagement and pay-for-performance alignment when reviewing the workplace environment and culture and periodic reviews of the results of the Company’s employee engagement and external surveys. •Reviews and discusses with management the “Compensation Discussion and Analysis” section of the Company’s annual proxy statement, prepares the Compensation, Talent and Culture Committee Report required by SEC rules and recommends to the Board the inclusion of each in the Company’s annual proxy statement (included on pages 58 and 81 of this Proxy Statement, respectively). •Reviews and makes recommendations to the Board with respect to the frequency with which the Company will conduct “Say on Pay” votes and reviews and approves the proposals regarding the “Say on Pay” vote. •Considers the independence requirements of the NYSE prior to selecting a compensation consultant, legal counsel or other advisor and evaluates the performance of such advisors and approves all related fees. •At least annually, reviews and assesses the adequacy of the Company’s Global Human Rights Policy, including any related disclosures, and recommends any proposed changes to the Board, if required. KEY AREAS OF FOCUS IN 2022: •Oversight of executive compensation programs, including introduction of PSOs, creation and evaluation of performance scorecards and Executives’ compensation. •Senior leader succession and progression planning. •Our global DE&I strategy and executive accountability. •Continuing focus on the Company’s performance culture and monitoring of the Company’s hybrid working approach. Compensation Committee Interlocks and Insider Participation: No member of the Compensation Committee is now, or has been, an officer or employee of the Company, or had any relationship with the Company since January 1, 2022 requiring disclosure under applicable SEC rules on the disclosure of transactions with related persons. None of our NEOs currently serves or served during 2022 on the board of directors or compensation committee of another company at any time during which an executive officer of such company served on MSCI’s Board or Compensation Committee. | |||||
2023 PROXY STATEMENT | 37 |
MEMBERS: Jacques P. Perold (Chair) Catherine R. Kinney Robin Matlock Paula Volent | MEETINGS HELD IN 2022: 5 •All members are independent within the meaning of the NYSE standards of independence for directors. | ||||
PRIMARY RESPONSIBILITIES: •Annually reviews the size and composition of the Board and its committees in light of the current needs of the Board, the Company and each committee and considers issues of judgment, diversity, age, skills, background and experience in doing so, including by considering succession planning for the Board and key leadership roles on the Board and its committees. •Oversees searches for candidates for election to the Board and recommends criteria and individuals for appointment to the Board and its committees. As part of the search process for each new director, instructs any search firm to identify a diverse slate of candidates. •Retains any search firm that assists the Governance Committee in identifying candidates and maintains sole authority to approve all such search firms’ fees and other retention terms. •Makes recommendations to the Board as to determinations of director independence. •Oversees and approves the process and guidelines for the annual evaluation of performance and effectiveness of the Lead Director, the Board and its committees, and individual directors. •Oversees the Company’s policies and initiatives related to corporate responsibility matters, including environmental stewardship (such as related to climate change) and other sustainability matters. Reviews with the Company’s management, including the Chief Responsibility and Diversity Officer, the Company’s performance against its corporate responsibility goals, metrics, policies, products and disclosure, and other corporate responsibility initiatives and priorities undertaken by the Company. •Evaluates the Company’s shareholder engagement practices on corporate responsibility matters and considers feedback received from shareholders. •At least annually, reviews and assesses the adequacy of the Company’s Corporate Governance Policies and Code of Ethics and Business Conduct and oversees compliance therewith. Reviews with the Company’s management, including the Head of Compliance, the Company’s Compliance program, priorities, initiatives, risks and mitigations. •At least annually, reviews and assesses the adequacy of the Company’s Related Person Transactions Policy and reviews related person transactions pursuant to the Related Person Transactions Policy. •At least annually, reviews and assesses the adequacy of the Company’s Corporate Political Activities Policy, including any related disclosures, and recommends any proposed changes to the Board, if required. KEY AREAS OF FOCUS IN 2022: •On an ongoing basis, Board composition and Board skills, with a focus on enhancing diversity in ongoing director searches. •Director search process resulting in the appointment of one new director in 2022. •Policies and initiatives related to the Company’s climate commitments, including updated carbon reduction targets. •Latest governance trends, including shareholder rights, shareholder proposal practice, the advent of the universal proxy cards and shareholder activism. | |||||
38 | MSCI | Corporate Governance |
MEMBERS: Robert G. Ashe (Chair) Jacques P. Perold Sandy C. Rattray Marcus L. Smith Paula Volent | MEETINGS HELD IN 2022: 7 •All members are independent within the meaning of the NYSE standards of independence for directors. | ||||
PRIMARY RESPONSIBILITIES: •Evaluates management’s recommendations with respect to the strategic direction of the Company and regularly consults with the Board on the objectives of the Company’s strategic plans and management’s implementation of such plans. •Reviews and makes recommendations with respect to the agenda for Board strategy meetings with management, taking into account issues important to the full Board. •Reviews and makes recommendations to the Board with respect to any mergers, combinations, acquisitions, divestitures, joint ventures, minority investments and other strategic transactions, and any financings for mergers, acquisitions and other significant financial transactions, in each case requiring the Board’s approval. •Reviews and oversees management’s plans and objectives for the capitalization of the Company, including target leverage levels and the structure and amount of debt and equity required to meet the Company’s financing needs, and make recommendations to the Board as appropriate. •Oversees the Company’s share repurchase programs, subject to Board-approved policies. •Reviews and recommends for approval by the Board changes to the Company’s dividend policy. KEY AREAS OF FOCUS IN 2022: •Advised management on its capital allocation program, including with respect to its approach to share repurchases, financing considerations and increasing the Company’s quarterly dividend. •Focused on the competitive landscape and advised management on merger, partnership and acquisition opportunities, with a focus on the ESG and Climate and Real Assets businesses. •Collaborated with management on the agenda for the Board’s two-day strategy session, to ensure alignment with internal investments and growth opportunities. | |||||
2023 PROXY STATEMENT | 39 |
EACH DIRECTOR ATTENDED AT LEAST | |||||||||||
8 BOARD MEETINGS | 8 EXECUTIVE SESSIONS, WHICH FOLLOWED THE BOARD MEETINGS | 3 OCCASIONS WHERE THE BOARD TOOK ACTION BY UNANIMOUS WRITTEN CONSENT | 75 percent OF THE TOTAL BOARD MEETINGS AND COMMITTEE MEETINGS ON WHICH THE DIRECTOR SERVED THAT WERE HELD WHILE THE DIRECTOR WAS A MEMBER | ||||||||
40 | MSCI | Corporate Governance |
1 | Members of the Governance Committee provide thoughts on the factors to be used in evaluating the Board, its committees and individual directors. The Corporate Secretary prepares a questionnaire based on these factors and solicits feedback from others, including the General Counsel and the Chief Responsibility and Diversity Officer. The Governance Committee also oversees and approves the process and guidelines for the annual evaluation of the performance and effectiveness of the Lead Director. | |||||||||||||||||||||||||
INITIATION OF PROCESS | ||||||||||||||||||||||||||
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2 | Each director completes an anonymous self-assessment questionnaire covering a range of topics, including Board structure, Board culture, diversity, refreshment priorities, oversight of risk and the roles of the Board and its committees. On an annual basis, the Lead Director also conducts individual director evaluations through interviews with each director. | |||||||||||||||||||||||||
EVALUATION | ||||||||||||||||||||||||||
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3 | The Corporate Secretary compiles the quantitative and qualitative data from this evaluation and consults with the Lead Director and the Chair of the Governance Committee on the results. The Lead Director and Chair of the Governance Committee review the results with the full Board in executive session. | |||||||||||||||||||||||||
DISCUSSION | ||||||||||||||||||||||||||
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4 | The Lead Director and Chair of the Governance Committee discuss with the management the feedback provided by the Board and any enhancements in practices that may be warranted. Feedback for management is relayed to relevant teams to address the Board’s comments. | |||||||||||||||||||||||||
FOLLOW-UP | ||||||||||||||||||||||||||
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5 | REVIEW OF STRATEGIC GOALS: •Board and committee agendas increasingly focus on strategic and forward-looking topics •Increasing use of scorecards to measure against strategic objectives and progress FOCUS ON CYBERSECURITY AND BUSINESS CONTINUITY: •Emphasis on cyber preparedness •Board education session on cybersecurity and business continuity planning, including scenario exercises DIRECTOR EDUCATION: •Leveraged virtual platforms to provide deep-dive sessions on certain aspects of MSCI’s business outside of quarterly meetings, including ESG and climate and cybersecurity | FOCUS ON ESG AND CLIMATE: •Governance Committee responsible for ESG and climate oversight •Chief Responsibility and Diversity Officer provides quarterly reports to the Governance Committee •For Management Committee members, climate commitment goals added to KPI goals tied to individual compensation SUCCESSION AND PROGRESSION PLANNING AND TALENT MANAGEMENT: •Potential successors to senior management invited to speak at Board and Committee meetings for additional exposure •Succession and progression planning at levels beyond the Executive Committee; accelerated development of current internal candidates | ||||||||||||||||||||||||
FEEDBACK AND FOCUS AREAS | ||||||||||||||||||||||||||
2023 PROXY STATEMENT | 41 |
42 | MSCI | Corporate Governance |
Annual Corporate Responsibility Roadshow | |||||
Key Topics Discussed at Corporate Responsibility Roadshow in 2022 | |||||||||||
HUMAN CAPITAL MANAGEMENT •Future of Work •Global Workforce •DE&I Progress •Pay Equity Assessment •Senior Talent Pipeline and Progression | EXECUTIVE COMPENSATION •Long-term Incentive Plan •ESG Metrics in Executive Compensation •Increased Stock Ownership and Retention Requirements | CORPORATE GOVERNANCE •Board Refreshment •Board Evaluation Practices •Board Culture •Shareholder Proposals | CLIMATE COMMITMENTS •Supply Chain Considerations •Carbon Reduction Targets •SBTi Certification | ||||||||
2023 PROXY STATEMENT | 43 |
RECENT ENHANCEMENTS IN RESPONSE TO SHAREHOLDER FEEDBACK | ||||||||||||||||||||
WHAT WE HEARD | ![]() | WHAT WE DID | ![]() | WHY | ||||||||||||||||
Request for additional detail on timelines and actions to reach net-zero | Set 2025 milestones to achieve 100% renewable electricity and reduce emissions Set enhanced 2030 near-term targets to reduce absolute scope 1 and 2 emissions by 80% and to reduce absolute scope 3 emissions by 50% Received SBTi approval for near-term, long-term and net-zero targets | As a public company that provides net-zero investment tools and has called on capital markets participants to support decarbonization, we strive to set appropriate emissions reductions targets and be transparent about our own emissions and impact | ||||||||||||||||||
Request for EEO-1 disclosure or greater disclosure on changes to gender and ethnicity composition | Published 2021, 2020 and 2019 Consolidated EEO-1 Reports Disclosed diversity data aligned to SASB categories for second year Pay equity assessment identified no meaningful differences in pay based on gender globally or based on race or ethnicity in the U.S. | We believe a diverse workforce and a culture of equity and inclusion can lead to improved innovation, employee engagement and other positive business outcomes | ||||||||||||||||||
Request to improve navigation of MSCI’s corporate responsibility disclosures | Re-designed the MSCI Corporate Responsibility website for easier navigation and organized all reports on one Sustainability Reports and Policies page | We believe it is important to convey transparent information around our corporate responsibility efforts | ||||||||||||||||||
Request to emphasize skills and diversity of the Board | Enhanced Board diversity and skills disclosure, including by disclosing on individual level Fully updated core competency categories | We believe it is important to convey transparent information around our Board diversity, skills and composition |
44 | MSCI | Corporate Governance |
ERM PROGRAM | ERM PROCESS | ||||
•Evaluates risk in numerous areas within MSCI, including technology; cybersecurity, privacy and data protection; clients; people, including talent management and DE&I; financial resilience; legal, regulatory and compliance; and corporate responsibility, including areas such as climate risk •Informed by our management-level Enterprise Risk Oversight Committee (“EROC”), chaired by our CFO •Provides the flexibility to make changes and to identify new risks on an on-going basis, and senior leaders engage with the CFO and Enterprise Risk Management Officer to escalate risks as appropriate | •A quarterly and ongoing process designed to identify, assess and manage MSCI’s risk exposures over the short-, intermediate and long-term, including by consideration of a variety of factors as part of a single risk-assessment framework that considers: •velocity, or potential speed of onset, of a risk, •impact of a risk, and •likelihood of a risk •On a quarterly basis, the Audit Committee is updated on MSCI’s ERM program by our Enterprise Risk Management Officer, including an overview of risks and trends •Quarterly presentations to the Audit Committee include more detailed discussions of emerging risk topics and trends; the Chair of the Audit Committee informs the Board of any key updates during reports to the Board | ||||
2023 PROXY STATEMENT | 45 |
Board of Directors | ||||||||||||||
The full Board reviews the risks associated with MSCI’s strategic plan and discusses the appropriate levels of risk in light of MSCI’s business objectives. This review is done through an annual strategy review process and from time-to-time throughout the year as part of the Board’s ongoing review of corporate strategy. On an ongoing basis, the Board receives quarterly written reports on enterprise-level risks and receives regular reports from each of its committees on their areas of risk oversight. | ||||||||||||||
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Committees | ||||||||||||||
Committees are responsible for monitoring and reporting to the full Board on risks associated with their respective areas of oversight. In connection with its oversight responsibilities, each Committee meets with the members of management who are primarily responsible for the management of risk in their respective areas, including, among others, MSCI’s CFO, Chief Human Resources Officer, General Counsel, Head of Compliance, Chief Technology Officer, Chief Information Security Officer, Global Controller and Principal Accounting Officer, Corporate Secretary, Head of Internal Audit and Enterprise Risk Management Officer. | ||||||||||||||
Compensation Committee •Oversees risks associated with MSCI’s compensation practices (including reviewing whether any risks arising from MSCI’s compensation practices are reasonably likely to have a material adverse effect on MSCI) in consultation with external compensation consultants •Oversees risks associated with MSCI’s human capital management strategies, including related to MSCI’s DE&I programs and practices | Governance Committee •Oversees risks related to our overall corporate governance (including the effectiveness, structure and succession of the Board), related person transactions and political activities practices and disclosure •Monitors evolving risks related to ESG and climate matters, including corporate responsibility strategy, programs and reporting •Receives annual reports from our Head of Compliance and the Chief Compliance Officer of MSCI ESG Research LLC, an SEC-registered investment advisor •Receives annual update on governance trends and benchmarking of peers and best practices | Strategy Committee •Oversees risks related to certain financial matters, including capital allocation, financial planning, credit and liquidity and related policies •Monitors and provides guidance on strategic objectives, including on mergers, partnerships and acquisition opportunities, execution and integration | ||||||||||||
Audit Committee •Oversees MSCI’s ERM activities, including receiving quarterly reports from the Enterprise Risk Management Officer •Oversees MSCI’s accounting and financial reporting processes and the integrity of MSCI’s financial statements and internal controls, including receiving quarterly reports from MSCI’s independent auditor •Oversees MSCI’s technology and cybersecurity risks, with quarterly reports from the Chief Information Security Officer, informed by discussions with, and assessments from, external information security advisors •Oversees MSCI’s internal audit function, with quarterly reports from the Head of Internal Audit •Receives regular reports from MSCI’s Disclosure Committee, which meets at least quarterly to review the adequacy of the Company’s disclosure controls and procedures | ||||||||||||||
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Management | ||||||||||||||
Our management team has day-to-day responsibility for identifying, assessing and managing risks and opportunities. In assessing these risks and opportunities, management regularly interacts with outside advisors, including external information security advisors, compensation consultants, counsel, financial advisors and others. The Company’s EROC oversees the Company’s key risk management activities to ensure that the Company is identifying, evaluating and managing risks that may have an impact on the Company’s ability to achieve its operational and strategic objectives. Other management-level teams and committees with risk oversight responsibilities including the following: |
46 | MSCI | Corporate Governance |
Business Resiliency | Corporate Responsibility | Cybersecurity | ||||||
Develops and executes strategies and processes to assess the severity, probability and scale of business interruption events and supports business continuity plans, with regular reporting to the Audit Committee | Assesses ESG and climate-related risks and leads initiatives of the Company’s corporate responsibility program with regular reporting to the Audit Committee (via the ERM framework) and the Governance Committee | Assesses and mitigates the risks posed by cybersecurity incidents and cyber-attacks impacting the Company’s data and information systems, with regular reporting to the Audit Committee | ||||||
Compliance | Disclosure Committee | Internal Audit | ||||||
Oversees risk associated with the Company’s ethics and compliance programs, led by our Head of Compliance, who reports directly to our General Counsel and provides updates to our Governance Committee on an annual basis, with consideration of relevant policies and practices throughout the year | Assesses and mitigates risk associated with the Company’s disclosure controls and procedures and considers disclosure regarding various specific risks, including regulatory, litigation, cybersecurity and key client risks, with regular reporting to the Audit Committee and regular review by the Enterprise Risk Management Officer of key disclosures | Responsible for acting as an independent assurance function and closely coordinates with the risk management program to ensure the annual audit plan is informed by the Company’s key risks, with regular reporting to the Audit Committee, including quarterly executive sessions during which management is not present | ||||||
2023 PROXY STATEMENT | 47 |
Our Approach to Corporate Responsibility | |||||||||||||||||||||||
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1 | ENABLING SUSTAINABLE INVESTING Offer tools and content for investors globally to manage their ESG and climate risks and opportunities | 2 | ENVIRONMENTAL SUSTAINABILITY Manage carbon emissions and climate risks and opportunities, and implement sustainable operational practices | ||||||||||||||||||||
3 | SOCIAL PRACTICES Serve our people through areas of focus including DE&I initiatives, talent practices, benefits and outreach programs | 4 | GOVERNANCE PRACTICES Implement policies and practices that reflect MSCI’s commitment to strong governance | ||||||||||||||||||||
![]() | NEW COMMITMENTS & POLICIES | ![]() | NEW ACTIONS | ![]() | TRANSPARENCY THROUGH REPORTING | ||||||||||||
•Set 2025 milestones to achieve 100% renewable electricity and reduce GHG emissions •Accelerated timeline for reducing absolute Scope 1, 2 and 3 GHG emissions from 2035 to 2030 •Enhanced science-based near-term (i.e., 2030) targets to reduce absolute Scope 1 and 2 GHG emissions by 80% and to reduce absolute Scope 3 GHG emissions by 50%, compared to prior targets of 50% and 20%, respectively | •Supplier Sustainability and Diversity Team engaged with key suppliers to set, and report progress on meeting, science-based carbon reduction targets •Conducted Board education sessions on ESG and climate •Disclosed 2021 emissions metrics across Scopes 1, 2 and 3 reflecting reductions since our 2019 baseline year | •Enhanced our webpage dedicated to Sustainability Reports and Policies, including disclosing: •Fourth CDP Report, which received a score of A- •TCFD Report •Climate Transition Report •Water Usage Report •Received approval for science-based near-term, long-term and net-zero GHG emissions reduction targets by the Science Based Targets initiative (SBTi) |
48 | MSCI | Corporate Governance |
Board of Directors | |||||||||||||||||||||||||||||
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Governance Committee | Compensation Committee | Audit Committee | Strategy Committee | ||||||||||||||||||||||||||
•Chief Responsibility and Diversity Officer provides quarterly updates •Corporate Secretary oversees annual review of charters and Board policies •Head of Compliance provides annual update •External Counsel leads annual review of governance trends and benchmarking of peers and best practices •Governance Committee oversees shareholder engagement on corporate responsibility matters, including participation by Board members in the annual Corporate Responsibility Roadshow | •Chief Human Resources Officer oversees quarterly meetings and senior leader succession and progression planning reviews •Chief Responsibility and Diversity Officer provides updates on DE&I initiatives and strategic enhancements •Head of Compensation and Benefits incorporates the Compensation Committee’s recommendations into executive compensation program •Compensation Consultant advises Compensation Committee on risk assessment and peer and best practices | •CFO and Global Controller oversee quarterly meetings •Independent Auditor oversees integrity in financial reporting •Internal Auditor reports to Audit Committee and provides quarterly updates on audit activities, findings and assurance •Enterprise Risk Management Officer and Chief Information Security Officer provide quarterly updates •General Counsel provides quarterly updates on legal and regulatory matters | •CFO oversees quarterly meetings •CFO partners with Strategy Committee to develop agenda for annual strategy meeting •Heads of Product Lines present strategy at annual strategy meeting | ||||||||||||||||||||||||||
2023 PROXY STATEMENT | 49 |
50 | MSCI | Corporate Governance |
![]() | LEARNING AND DEVELOPMENT | 2022 NOTABLE DEVELOPMENTS •Formally launched “Future of Work,” which introduced flexibility of when and where employees work, while providing evolving technology to enable employees to be productive, whether working inside an MSCI office or remotely •In December 2022 employee engagement survey, achieved a 78% response rate, and the percentage of respondents characterized as fully engaged was 74%, the highest since we implemented the survey in 2011 •Published 2021, 2020, and 2019 Consolidated EEO-1 Reports •Pay equity assessment identified no meaningful differences in pay based on gender globally or race or ethnicity in the U.S. •Disclosed diversity data aligned to SASB categories for second year •Launched Executive Committee-sponsored Global Orientation Program for all new hires | |||||||||
We want our employees to actively participate in taking responsibility for their professional growth, and we provide the tools, programs and training to enable them to do so. We help our employees understand how their work and potential aligns with our overall strategy, while providing regular feedback and coaching to help develop their careers. MSCI offers on demand learning tools covering a wide range of topics with numerous options for employees to pursue self-paced career development opportunities. We also sponsor and reimburse employees for certain certifications and membership dues, ongoing education and relevant industry conferences and seminars. | |||||||||||
![]() | DIVERSITY, EQUITY AND INCLUSION | ||||||||||
We are designing a unified, company-wide approach to DE&I: establishing a shared focus, organizing legacy activity through a new lens and charting a clear path forward. We have operationalized our DE&I efforts across three strategic pillars relating to talent, senior leader engagement and accountability, and stakeholder engagement. We link 10% of target annual cash incentive for all Managing Directors under our AIP program to DE&I Goals, and we created an Executive Accountability Framework to establish the philosophy and process for assessment of these DE&I Goals and overall DE&I performance. | |||||||||||
![]() | EMPLOYEE WELL-BEING | TOTAL EMPLOYEES: GENDER(1)(2) | |||||||||
We have a long-standing commitment to the health, safety and well-being of our employees. We have increased communications about employee assistance programs that provide mental health and emotional well-being support as well as resources to help manage stress and care for individuals and their families. We are also committed to supporting our employees as they operate in a hybrid work environment through a comprehensive ergonomics program. Our Global Human Rights Policy reflects our commitment to a safe, inclusive and diverse workplace, and is annually reviewed by the Compensation Committee. We are also proud to provide highly competitive benefits to our employees and their family members. We work to ensure our benefits program remains aligned with — and in many cases exceeds — current practices in the market. | ![]() ![]() | ||||||||||
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U.S. EMPLOYEES: RACE/ETHNICITY(1)(3) | |||||||||||
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![]() | COMMUNITY AND PHILANTHROPY | ![]() | |||||||||
We encourage and support community involvement through global and local initiatives. We empower teams at all our office locations to identify and support organizations that have positively impacted their communities. Local and regional employee resource groups and office leadership teams determine where they want to have an impact. |
2023 PROXY STATEMENT | 51 |
Developing Our Next Generation of Leaders | |||||||||||||||||||||||
High-potential leaders are given exposure to our directors through formal presentations at Board or committee meetings, informal virtual education sessions, one-on-one meetings with individual directors and participation in other Board activities. The Board also holds ongoing reviews of our leadership bench. | |||||||||||||||||||||||
ONGOING EXPOSURE AND REVIEW | |||||||||||||||||||||||
The Compensation Committee holds an annual formal succession and progression planning and talent review session, which all directors are invited to attend. This session includes identifying successors, and reviewing succession and progression plans and opportunities to hire from the market, for all senior management positions, including the CEO and President positions. This session also may include participation by external talent consultants we have engaged to assist in identifying and evaluating candidates and to ensure that we are considering a large, diverse pool of candidates. The Compensation Committee annually reviews succession and contingency planning for our CEO and members of our Management Committee. | |||||||||||||||||||||||
FORMAL SUCCESSION AND PROGRESSION PLANNING | |||||||||||||||||||||||
52 | MSCI | Corporate Governance |
2023 PROXY STATEMENT | 53 |
![]() | Director Compensation and Stock Ownership Guidelines |
Robust Director Stock Ownership Guidelines | Each non-employee director is 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. | ||||
Anti-Hedging and Anti-Pledging Policy | We prohibit all directors and employees, including all NEOs, from hedging or pledging the Company’s common stock or engaging in short sales, purchases or sales of options, puts or calls, as well as derivatives such as swaps, forwards or futures and trading on a short-term basis in the Company’s common stock. | ||||
Emphasis on Equity Compensation | The most significant portion of non-employee director compensation is the annual RSU equity award for service on the Board. | ||||
DIRECTOR FEES | COMMITTEE MEMBERSHIP FEES | |||||||
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54 | MSCI | Director Compensation and Stock Ownership Guidelines |
Name | Fees Earned or Paid in Cash(1)(2) ($) | Stock Awards(3)(4) ($) | All Other Compensation(5) ($) | Total ($) | ||||||||||
Robert G. Ashe | 114,580 | 234,636 | 2,431 | 351,647 | ||||||||||
Wayne Edmunds | 120,000 | 184,929 | 1,907 | 306,836 | ||||||||||
Catherine R. Kinney | 89,726 | 184,929 | 95,841 | 370,496 | ||||||||||
Robin Matlock(6) | 82,356 | 168,978 | 956 | 252,290 | ||||||||||
Jacques P. Perold | 115,000 | 184,929 | 1,907 | 301,836 | ||||||||||
Sandy C. Rattray | 100,000 | 184,929 | 1,907 | 286,836 | ||||||||||
Linda H. Riefler | 115,000 | 184,929 | 3,110 | 303,039 | ||||||||||
Marcus L. Smith | 100,000 | 184,929 | 1,907 | 286,836 | ||||||||||
Rajat Taneja | 89,726 | 184,929 | 4,606 | 279,261 | ||||||||||
Paula Volent | 99,836 | 184,929 | 1,907 | 286,672 |
Name | Cash | Stock | ||||||
Mr. Ashe | — | $ 114,580.00 (272 shares) | ||||||
Ms. Kinney | — | $ 89,726.25 (213 shares) | ||||||
Mr. Taneja | — | $ 89,726.25 (213 shares) | ||||||
Ms. Volent | — | $ 99,836.25 (237 shares) |
2023 PROXY STATEMENT | 55 |
Name | Shares | Cash Received for Fractional Shares | |||||||||
Ms. Kinney | $ 92,764.48 (196 shares) | $ | 1,169.62 | ||||||||
Ms. Matlock | $ 453.04 (1 share) | $ | 503.21 | ||||||||
Ms. Riefler | $ 1,387.53 (3 shares) | $ | 1,722.90 | ||||||||
Mr. Taneja | $ 2,775.06 (6 shares) | $ | 1,830.52 |
56 | MSCI |
![]() | Proposal No. 2 Advisory Vote to Approve Executive Compensation (Say-on-Pay) |
![]() | Our Board of Directors recommends a vote “FOR” the approval of the compensation of MSCI’s Named Executive Officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. Proxies solicited by the Board will be voted “FOR” this approval unless otherwise instructed. | ||||
2023 PROXY STATEMENT | 57 |
![]() | Compensation Matters |