msci-20240313
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )
Filed by the RegistrantFiled 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
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MSCI INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



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2024 PROXY STATEMENT
3
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Letter from our Chairman
and CEO
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The scope and depth of our product lines are unmatched, and we believe strongly in the value our integrated franchise provides to many of the world’s largest investors and other financial institutions.
Dear fellow shareholders,
First and foremost, thank you for your continued confidence and investment in MSCI Inc. (“MSCI” or the “Company”). Our 2023 results highlight our ability to deliver impressive business performance and the hard work, discipline and execution of our exemplary employees.
Delivering Results
In 2023, we delivered another highly successful year and robust financial performance. In 2023, we achieved diluted earnings per share growth of 34.2%, adjusted earnings per share growth of 18.1%, net cash provided by operating activities growth of 12.8% and free cash flow growth of 12.0%.1 Our 2023 retention rate of nearly 95% demonstrates that our solutions are mission critical for our clients. We also posted organic subscription run rate growth of 9.9% while completing our 10th consecutive year of double-digit subscription run rate growth in our Index reportable segment at 10.8%.
Our 2023 performance reflects the high levels of engagement we see from our clients across segments, products and regions, even as our clients remain cautious. The scope and depth of our product lines are unmatched, and we believe strongly in the value our integrated franchise provides to many of the world’s largest investors and other financial institutions. In 2023, 89% of our run rate was comprised of clients purchasing from more than one of our product lines and 55% of our run rate was comprised of clients purchasing from more than three of our product lines.
Capitalizing on Industry Trends
As we look ahead, we remain very positive about our long-term growth opportunities. A key pillar of our growth strategy is to capitalize on the important secular trends that are transforming the global investment landscape. For example, MSCI is providing our clients with the tools to
support portfolio customization. Our client-designed custom index tools on MSCI ONE allow investors to personalize indexes for highly specific investment objectives. We also recently announced the acquisition of Foxberry, a London-based provider of complex index construction and risk-modelling applications. The transaction is expected to close in the second quarter of 2024.
The secular trend of portfolio customization has also driven demand for specialized analytics tools, especially among wealth managers, who represent one of our fastest-growing segments. We recently completed the acquisition of Fabric, a wealth technology platform that provides portfolio design, customization and analytics.
Private Assets and Total Portfolio Solutions
In 2023, we also completed the acquisition of Burgiss, a global provider of investment decision support tools relating to private capital. The acquisition provides us with comprehensive data and deep expertise in private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk and conduct robust analytics. With Burgiss, we can now provide additional clarity and transparency across private and public assets, and the acquisition will support our multi-asset class solutions.
MSCI Sustainability Institute
In 2023, we also announced the launch of an exciting new initiative known as the MSCI Sustainability Institute. The mission of the MSCI Sustainability Institute is to advance innovative thinking on sustainable investing. The MSCI Sustainability Institute will serve as a platform for collaboration across the financial ecosystem, leveraging our critical role in the global capital markets, to bring innovative ideas together
from academia, NGOs and governments. In just a few short months since launch, the MSCI Sustainability Institute has extended our reach to influential thought leaders focused on the investment industry.
Our Evolving Board
As we continue to look to the future of our Board, I want to acknowledge the planned retirement of Catherine R. Kinney in connection with the 2024 Annual Meeting. Cathy’s insight has been instrumental to MSCI’s growth since her appointment in 2009. We thank her for her many years of service in supporting MSCI and, in particular, her significant contributions to our Governance and Corporate Responsibility Committee. This year, we are also pleased to announce the nomination of Chirantan “CJ” Desai for election to the Board at our 2024 Annual Meeting. CJ has an extensive background in enterprise software and AI-powered products, and we believe he will play an important role in helping us maximize our use of data and technology to develop mission-critical solutions.
We Ask for Your Support
Your vote is very important to us. We strongly encourage you to read both our Proxy Statement and our 2023 Annual Report on Form 10-K in their entirety, and we ask that you support our recommendations. We sincerely appreciate your continued support of MSCI, and we look forward to the 2024 Annual Meeting.
Sincerely,
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HENRY A. FERNANDEZ
Chairman, Chief Executive Officer
and Shareholder
March 13, 2024
(1)Adjusted EPS and free cash flow are non-GAAP financial measures. See Annex B for definitions and reconciliations of all non-GAAP financial measures referenced herein.


4
MSCI
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Letter from our Independent
Lead Director
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This year’s director nominees possess a wide range of experiences, perspectives and skills, and are well-positioned to oversee MSCI’s management team and support MSCI’s strategy.
Dear fellow shareholders,
The independent directors of MSCI and I join Henry in inviting you to attend our Company’s 2024 Annual Meeting. It is a privilege to continue to serve as your independent Lead Director. As our 2024 Annual Meeting approaches, I am pleased to have this opportunity to update you on the Board’s priorities and work during the past year.
Strategy and Corporate Development
In 2023 and the start of 2024, MSCI accelerated its pursuit of new opportunities in a changing investment landscape by completing strategic acquisitions relating to key industry trends.
MSCI’s acquisition of Burgiss, completed in October 2023, positions us to support the continued allocation of capital to private assets and to serve investors and managers across all asset classes with a leading platform for delivering total portfolio investment solutions. Our acquisition of Trove Research, completed in November 2023, provides us with a world-renowned source of intelligence on the voluntary carbon market. We believe this market will play a significant role in helping institutional investors and companies manage climate risk. In January 2024, we completed our acquisition of Fabric, which broadens our solutions for wealth managers. Finally, our acquisition of Foxberry, announced in February 2024 and expected to close in the second quarter, will expand our custom index offerings.
While we will continue to opportunistically pursue strategic transactions that we believe will accelerate our growth, we remain committed to our capital allocation priorities and to returning excess capital to our shareholders in the form of share buybacks and dividend payments.
Our Evolving Board
This year’s director nominees possess a wide range of experiences, perspectives and skills, and are well-positioned to oversee MSCI’s management team and support MSCI’s strategy. In connection with the 2024 Annual Meeting, Catherine R. Kinney, a member of MSCI’s Board since 2009, will retire. During her tenure, Cathy served as the Chair of the Governance and Corporate Responsibility Committee during a productive period of Board refreshment and diversification, overseeing the appointment of nine directors. We thank her for her many contributions to MSCI.
We are pleased to announce the nomination of Chirantan “CJ” Desai for election to the Board at our 2024 Annual Meeting. CJ is the President and Chief Operating Officer at ServiceNow, Inc. and a prominent leader in the technology industry, with significant expertise in developing and delivering innovative solutions for enterprise customers and using AI as a tool to drive value.
Data and Technology
Generative AI (“gen AI”) presents tremendous opportunities for MSCI. Our clients expect richer, more granular data and faster, deeper insights powered by advanced technology. MSCI is advancing our data and technology capabilities, including through our recently announced partnership with Google Cloud’s gen AI platform, which will allow us to help our clients build better portfolios, more effectively manage risks and opportunities, and make investment decisions with greater clarity. The Board is acutely aware of the need to oversee MSCI’s development of relevant policies, information systems and internal controls relating to the use of gen AI and other innovative technologies, and we have made AI a focus topic of many recent Board and Committee meetings.
Shareholder Engagement
We remain committed to engaging with our shareholders to gain valuable feedback on our performance, strategy, governance, corporate responsibility and executive compensation. We have maintained an active engagement program, and the Board directly receives and reviews shareholder feedback to inform our oversight. In 2023, four of my fellow Directors joined me in engaging directly with top shareholders, including as part of a corporate responsibility roadshow where shareholders representing approximately 36% of our shares outstanding participated. During these engagements, we discussed MSCI’s human capital management practices, executive compensation, board culture, corporate governance and business strategy, among other topics. In response to shareholder feedback, we recently implemented a right for our shareholders to call a special meeting of shareholders, conducted our first externally supported materiality assessment and took other actions that are detailed in this Proxy Statement.
On behalf of my fellow independent directors and the entire Board, thank you for your continued support. We appreciate the opportunity to serve MSCI on your behalf in 2024 and beyond. We look forward to hearing your views at the 2024 Annual Meeting and through our ongoing engagement.
Sincerely,
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ROBERT G. ASHE
Independent Lead Director
and Shareholder
March 13, 2024


2024 PROXY STATEMENT
5
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Notice of Annual Meeting
of Shareholders
Annual Meeting Proposals and Voting Recommendations
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DATE AND TIME
April 23, 2024 (Tuesday)
3:30 P.M., EASTERN TIME
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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/MSCI2024
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RECORD DATE
February 29, 2024
1
Election of Directors
“FOR” each
nominee
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2
Advisory Vote to Approve Executive Compensation (Say-on-Pay)
“FOR”
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3
Ratification of the Appointment of MSCI’s Independent Auditor
“FOR”
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4
Shareholder Proposal to Report on “Chinese Military-Industry Companies” in Company Indices
“AGAINST”
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The 2024 annual meeting of shareholders (the “2024 Annual Meeting”) will commence at 3:30 P.M., Eastern Time. Online check-in will be available beginning at 2:30 P.M., Eastern Time. Please allow ample time for the online check-in process.
To participate in the 2024 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 2024 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 13, 2024. 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 2024 Annual Meeting, it is important that you vote as soon as possible to ensure that your shares are represented.
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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 22, 2024. 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.
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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 22, 2024. Have your proxy card in hand when you call and then follow the instructions.
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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 2024 Annual Meeting to be held on April 23, 2024. This Proxy Statement and our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 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”).


6
MSCI
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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 2023 Annual Report on Form 10-K filed with the SEC on February 9, 2024 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. Forward-looking and other statements in this report and other reports may also address our corporate responsibility and sustainability progress, plans and goals, and the inclusion of such statements is not an indication that these matters are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word “material” or “materiality” in this report. Certain of our disclosures are informed by various third-party frameworks, in addition to stakeholder expectations. However, we cannot guarantee strict adherence to framework recommendations, and our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control.
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.


2024 PROXY STATEMENT
7
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Proxy
Summary
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This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
MSCI at a Glance
MSCI Inc. trades under the symbol “MSCI” on the New York Stock Exchange (“NYSE”) and as of February 29, 2024 had a market capitalization of $44.4 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, 2023,
we employed
5,794 people and served approximately
7,000 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 data, 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.
Enabling 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


8
MSCI | Proxy Summary
Strong Financial Performance
In 2023, we continued to execute a focused strategy to accelerate growth, improve efficiency and attract the best talent. Our strong results reflect our commitment to building long-term shareholder value.
Financial highlights for the year ended December 31, 2023 include the following:
2023 Financial Highlights
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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*    MSCI has presented supplemental non-GAAP financial measures as part of this Proxy Statement. Definitions of each non-GAAP measure and a reconciliation of each non-GAAP financial measure with the most comparable GAAP measure are set forth in Annex B. The non-GAAP financial measures presented in this Proxy Statement should not be considered as alternative measures for the most directly comparable GAAP financial measures. The non-GAAP financial measures presented in this Proxy Statement are used by management to monitor the financial performance of the business, inform business decision making and forecast future results.


2024 PROXY STATEMENT
9
Our Capital Allocation Program
~$4.3 billion
Capital returned in the last
five years (as of December 31, 2023)
(includes dividends)
~7.2 million
Shares repurchased in the
last five years
(as of December 31, 2023)
~32.7 percent
2023 increase in quarterly per-share
dividend compared to Q1 2022
Recent Capital Optimization Activities
Increased regular quarterly cash dividend by approximately 32.7%, from $1.04 quarterly per-share dividend in Q1 2022 to $1.38 quarterly per-share dividend in Q1 2023, representing $5.52 per share on an annualized basis (subsequently increased to $1.60 in 2024).
Repurchased approximately 1.0 million shares of our common stock in 2023 at an average price of $468.26 per share for a total value of $458.7 million.
Refinanced existing credit facilities in January 2024 with new $1.25 billion revolving credit facility, with draw from new revolving credit facility used to prepay all term loans outstanding under the prior term loan A credit facility.
Total Shareholder Return
The following graph compares the cumulative total shareholders’ return (“TSR”) of our common stock, the Standard & Poor’s 500 Stock Index, and the MSCI USA Financials Index since December 31, 2023 assuming an investment of $100 at the closing price of each respective investment on December 31, 2013. In calculating annual TSR, we have assumed the reinvestment of dividends, if any. The indexes are included for comparative purposes only. They do not necessarily reflect management’s opinion that such indexes are an appropriate measure of the relative performance of our common stock. The MSCI USA Financials Index is an index operated by MSCI.
COMPARISON OF CUMULATIVE TEN YEAR TOTAL RETURN
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-image_28.jpg
MSCI Inc.
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-image_29.jpg
S&P 500 Index
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg55_legend-usafinancials.jpg
MSCI USA Financials Index
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-linechart_TSR.jpg
The above graph is not “soliciting material,” is not to be deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Company
Name/Index
12/31/1312/31/1412/31/1512/31/1612/31/1712/31/1812/31/1912/31/2012/31/2112/31/2212/31/23
MSCI Inc.$100.00 $108.95 $167.79 $185.62 $301.86 $356.04 $630.89 $1,100.17 $1,519.76 $1,165.12 $1,431.96 
S&P 500 Index$100.00 $113.69 $115.26 $129.05 $157.22 $150.33 $197.66 $234.03 $301.20 $246.65 $311.49 
MSCI USA Financials Index$100.00 $114.57 $113.74 $139.54 $170.31 $147.20 $195.68 $191.73 $260.30 $228.65 $262.15 


10
MSCI | Proxy Summary
Corporate Responsibility
We believe, and our research shows, that sound ESG and climate practices are commonly linked to better business results. As a leader in providing ESG and climate solutions to investors, consultants and corporates, we also aim to demonstrate leading corporate responsibility practices. A number of our recent accomplishments include the following:
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg12_icon-socialprac.jpg
Social Practices
Act responsibly and enable our people to deliver innovative products and research to the market
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-image_34.jpg
Environmental Sustainability
Manage carbon emissions and climate risks and opportunities, and implement sustainable operational practices
Employee Engagement
Launched Internal Talent Marketplace program to foster a strong culture and process of internal mobility in pursuit of career development and the Company’s growth
Launched MSCI Alumni Community and Program to support an active alumni community
Continued listening to employee base through mid-year Pulse Survey and enhanced annual Engagement Survey
Diversity, Equity & Inclusion (“DE&I”)
Hosted 6th annual Global DE&I Summit, an event designed to provide leadership development and further our commitment to workplace inclusion
Expanded Inclusive Leadership Training Program
Future of Work
Deepened commitment to hybrid work model, including by piloting programs to enhance collaboration and productivity and by gathering feedback from employees and managers
Cultural Values
Refreshed MSCI's highest priority cultural values to support our long-term growth and sustainability
Information Security
Achieved ISO/IEC 27001:2022 certification for information security management system
Climate Commitments
Continued working to reach our goal of net-zero emissions across the value chain by 2040 from a 2019 base year, with targets validated by the Science Based Targets initiative (SBTi)
Introduced Internal Carbon Pricing for all business travel to raise awareness of our efforts to achieve emissions reductions and incentivize lower carbon business travel
Supply Chain Engagement
Updated our Supplier Code of Conduct to highlight commitment to sustainability
Conducted strategic engagement with top suppliers in support of our 2025 milestone to achieve 60% by spend on suppliers with science-based targets, including letter from Chairman and CEO to emphasize importance of our net-zero commitment
Reporting
Published climate disclosures, including 5th CDP report which received a score of A-
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-05_425462-1_gfx_enablingsustainableinvesting.jpg
image_35 (1).jpg
Robust Governance
Implement policies and practices that reflect MSCI’s commitment to strong governance
Board Developments
Appointed Chirantan “CJ” Desai, a new director with a deep background in enterprise software, data-driven businesses and AI-powered products
Retirement of incumbent director Catherine R. Kinney, effective as of the 2024 Annual Meeting
Approved Committee rotations for 2023 Board term, including all Committee Chairs
Shareholder Rights
Amended Bylaws to provide that special meetings of shareholders may be called by shareholders owning at least 15% of voting power
Board Education Sessions
Conducted board education sessions to strengthen the Board’s expertise on cybersecurity, our index products and the competitive landscape
Disclosures and Policies
Enhanced Board diversity and skills disclosure
For additional information about our Corporate Responsibility Program, please see page 47 of this Proxy Statement.


2024 PROXY STATEMENT
11
Governance Highlights
Our Board of Directors Nominees
Each of our current directors, other than Catherine R. Kinney (who will retire from our Board effective as of the 2024 Annual Meeting and will therefore not stand for re-election this year) is standing for election to hold office until the next annual meeting of shareholders or until the director’s earlier retirement, resignation, death or removal. The table below provides information on each of our director nominees, including which of our four standing committees the director nominee sits on. Our four standing committees are the Audit and Risk Committee (the “Audit Committee”), the Compensation, Talent and Culture Committee (the “Compensation Committee”), the Governance and Corporate Responsibility Committee (the “Governance Committee”) and the Strategy and Finance Committee (the “Strategy Committee”).
COMMITTEES:AAuditCCompensationGGovernanceSStrategyChair
COLLECTIVE SKILLSET
05_425462-1_gfx_directornominees_wheel[1].jpg
Executive Leadership
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg19-pie_leadership.jpg
11/12
Investment Industry Experience
03_425462-1_bar_expiandskills_8-12[1].jpg 
8/12
Global Perspective
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-msci-20230313_g35.jpg
10/12
Regulatory, Government and Public Policy
03_425462-1_bar_expiandskills_2-12[2].jpg
2/12
Corporate Development
03_425462-1_bar_expiandskills_9-12[1].jpg
9/12
Financial Reporting and Capital Allocation
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg19-pie_financial.jpg
7/12
Corporate/Enterprise Risk Management
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-msci-20230313_g35.jpg
10/12
Client Relations, Marketing and Brand Development
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg19-pie_financial.jpg
7/12
Digital, Data and Cybersecurity Expertise
03_425462-1_bar_expiandskills_6-12[1].jpg
6/12
ESG and Climate Practices
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg19-pie_digitaldata.jpg
5/12
Human Capital Management
 03_425462-1_bar_expiandskills_10-12[1].jpg
10/12
Geographic Diversity
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg25_map-intexperience.jpg
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-Pg14_chart.jpg


12
MSCI   |   Proxy Summary
Proposal 1
Election of Directors
The Board recommends a vote FOR each director nominee.
See Page 17
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-05 425462-1_gfx_directornominees_wheel_p2.jpg
5
Independent Directors
appointed in the past 5 years.
Active Board Refreshment
We appointed Chirantan “CJ” Desai, a seasoned technology leader who has driven innovation and growth at top enterprise software companies.
In 2024, we announced the retirement of incumbent director Catherine R. Kinney, effective as of the 2024 Annual Meeting, in line with the Board’s retirement policy.
In 2023, we approved the rotation of Committee Chairs and members.
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 of skills, experiences, backgrounds and perspectives in seeking to identify the best candidates and develop a diverse and well-rounded board. The Governance Committee also instructs any search firm it retains to identify a diverse slate of candidates.


2024 PROXY STATEMENT
13
Engaging with our Shareholders
We believe that engaging with our shareholders, prospective shareholders and sell-side analysts is the best way to address the issues that matter most to them. During 2023, we held over 300 meetings covering a wide range of matters. We aim to engage with our shareholders year-round through investor meetings, industry conferences and inviting shareholders to speak to the Board. Our key shareholder engagement activities for 2023 included our Corporate Responsibility Roadshow conducted in the fall of 2023.
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
2023:
OUR BUSINESS
Market Trends
ESG and Climate Strategy
Recent Acquisitions
Financial Performance
Overall Outlook
CORPORATE RESPONSIBILITY AND CORPORATE GOVERNANCE
Succession Planning and Corporate Governance
Climate Commitments and Enhancements
Human Capital Management, including DE&I
Executive Compensation
OVER 300
meetings with our shareholders, prospective shareholders and sell-side analysts, including Corporate Responsibility Roadshow
~55% of our shares outstanding represented across our shareholder engagement meetings in 2023
Our Year-Round Shareholder Engagement Program
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-graphic_1yrroundshareholderengagementprogram.jpg
See “Shareholder Engagement” on page 41 for more information on our shareholder engagement activities.


14
MSCI   |   Proxy Summary
Proposal 2
Advisory Vote to Approve Executive
Compensation (Say-on-Pay)
The Board recommends a vote FOR this proposal.
See Page 57
Aligning Executive Compensation with Company Strategy, Culture and Performance
We believe our executive compensation program was integral to our successful financial performance in 2023. Our executive compensation program is designed not only to closely align the compensation and interests of our named executive officers (“NEOs”) with the interests of our shareholders, but also to reflect the economic realities of our operating environment.
MSCI’s executive compensation program emphasizes performance-based compensation in the form of cash incentive awards under our Annual Incentive Plan (“AIP”) and equity incentive awards under our Long-Term Incentive Plan (“LTIP”) that focus respectively on the achievement of short- and long-term goals.
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
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg17_bar.jpg
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
Incentivizing a diverse and inclusive corporate culture that drives innovation, employee engagement and better business outcomes
Further aligns NEOs’ interests with stakeholders’ interests by:
Promoting an “owner-operator” mindset among senior leaders with rigorous share ownership guidelines and additional share retention requirements
Linking a substantial portion of long-term compensation to the achievement of operational results (revenue and adjusted EPS) and shareholder value creation (TSR)
2023 Pay Mix
2023 ANNUALIZED CEO
2023 AVERAGE ANNUALIZED OTHER NEOS
03_425462(1)_31_MSCI_Piechart_CEO.jpg
03_425462(1)_31_MSCI_Piechart_Other_NEO.jpg
In 2023, our CEO received over 90% of his compensation in the form of “at-risk” variable compensation under the AIP and LTIP (on average, over 85% in the case of our other NEOs).


2024 PROXY STATEMENT
15
Annual Incentive Plan
The AIP closely aligns the interests of our NEOs with those of our shareholders by emphasizing a formulaic approach to determine annual cash incentive awards, which are based on the achievement of specified annual financial criteria aligned with our Board-approved Operating Plan (70% of the target annual cash bonus under the AIP), individual key performance indicators (“KPIs”) (20% of the target annual cash bonus under the AIP) and specific DE&I goals (“DE&I Goals”) (10% of the target annual cash bonus under the AIP) that serve to focus our senior management team on enhancing DE&I progress within the Company. The Compensation Committee regularly assesses the components and metrics used in the AIP and the weighting of those components and metrics, in addition to taking into account shareholder feedback.
For additional information about the AIP program, please see the discussion on page 71 of this Proxy Statement.
Long-Term Incentive Plan
The LTIP prioritizes shareholder value creation and facilitates an “owner-operator” mindset among our senior executives. In 2022, we enhanced our LTIP by adopting a new award mix for our NEOs comprised of restricted stock units (“RSUs”), performance stock units (“PSUs”) and performance stock options (“PSOs”), the mix of which varies based on position, and we continued this practice in 2023. Consistent with our practice, our CEO and our President and COO were not granted RSUs in 2023, and instead all of their LTIP awards were granted in the form of PSUs and PSOs tied to performance metrics.
In 2024, the Compensation Committee, based on feedback received from shareholders, revised the PSUs maximum payout cap from 300% to 200% of target. Accordingly, the PSUs granted to our NEOs in 2024 reflect the right to receive between 0% and 200% of the target number of shares based on achievement of the absolute total shareholder return compound annual growth rate (“TSR CAGR”) performance metric.
The LTIP comprises a mix of the following:
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% for 2023 PSU grants (and between 0% and 200% for 2024 PSU grants), based on the achievement of 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%).
Share price of MSCI common stock must exceed exercise price for a participant to realize value.
For additional information about the LTIP, please see the discussion beginning on page 75 of this Proxy Statement.
Stock Ownership and Retention Requirements
Our stock ownership and retention guidelines require that all members of our Executive Committee (which includes senior leaders from across the Company who drive MSCI’s strategy and operations, including our NEOs) must hold shares equivalent, in the aggregate, to 25% of the “net shares” they receive (i.e., after payment of taxes, exercise price and related costs) from equity awards granted to them after January 1, 2022.
Our stock ownership and retention guidelines also feature stringent minimum stock ownership guidelines applicable to members of our Executive Committee, including our NEOs, that are among the highest in our peer group (including 12x base salary for our CEO and our President and COO). For additional information about our Stock Ownership and Retention Guidelines applicable to our NEOs, please see page 80 of this Proxy Statement.


16
MSCI   |   Proxy Summary
Engagement with Shareholders
We believe in proactive, ongoing engagement with our shareholders regarding our executive compensation programs and practices to better understand their viewpoints and to help ensure continued alignment of our compensation program with our shareholders’ interests. In our 2023 Corporate Responsibility Roadshow, we met with shareholders representing approximately 35.6% of our outstanding shares as of September 30, 2023 in individual meetings to discuss our corporate responsibility practices, including our executive compensation program.
In recent years, our shareholders have expressed overwhelming support for our executive compensation program, including at our 2023 annual meeting at which approximately 98.2% of the votes cast approved our “Say on Pay” advisory proposal. As indicated in the chart below, this represents the sixth consecutive year of “Say on Pay” approval of 96% or higher.
03_425462-1_Highapprovallst6Yrs[1].jpg
To read more about shareholder feedback relating to our Executive Compensation program, see the discussion on page 66 of this Proxy Statement.
Proposal 3
Ratification of the Appointment of MSCI’s
Independent Auditor
The Board recommends a vote FOR this proposal.
See Page 101
The Audit and Risk Committee periodically reviews the engagement of the independent auditor to assess, among other things, the skills, experience, service levels and costs associated with conducting the annual audit of the Company’s financial statements. PwC has served as our independent auditor since March 2014.
Proposal 4
Shareholder Proposal to Report on “Chinese Military-Industry Companies” in Company Indices
The Board recommends a vote AGAINST this proposal.
See Page 102
You are being asked to vote on the shareholder proposal included in this Proxy Statement. The Board has provided its response immediately following the shareholder proposal and recommends a vote AGAINST the proposal for the reasons indicated in the response.


2024 PROXY STATEMENT
17
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg3_icon1.jpg
Proposal No. 1
Election of Directors
Our Board currently has 13 directors. Each director stands for election at each annual meeting of shareholders and holds office until his or her successor has been duly elected and qualified or the director’s earlier retirement, resignation, death or removal. Catherine R. Kinney will not be standing for re-election at the 2024 Annual Meeting and will be retiring from our Board, effective April 23, 2024. Concurrent with her retirement and immediately following the 2024 Annual Meeting, the size of the Board will be decreased to 12 directors. All of the nominees presented beginning on page 20 of this Proxy Statement are directors of MSCI as of March 13, 2024. All directors, other than Mr. Desai, were elected at the 2023 annual meeting of shareholders. The Board believes that each of the nominees brings strong skills and experience to the Board, giving the Board, as a group, the appropriate skills needed to exercise its oversight responsibilities and advise management with respect to the Company’s strategy, risks and opportunities.
Each nominee has indicated that he or she is willing and able to serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election, but if that happens, your proxy vote will be cast for another person nominated by the Board, or the Board may elect to reduce its size.
VOTE REQUIRED AND RECOMMENDATION
The affirmative vote of a majority of the votes cast with respect to each director’s election at our 2024 Annual Meeting, at which a quorum is present, is required to approve Proposal No. 1. Abstentions and broker non-votes shall not be treated as votes cast. For additional information on the consequences for directors who do not receive a majority of votes cast, please refer to “What happens if a director does not receive a majority of the votes required for his or her re-election?” in Annex A.
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg62_icon.jpg
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.


18
MSCI   |   Proposal 1: Election of Directors
Director Core Competencies and Diversity
The following tables provide information regarding the director nominees, including the skills, experiences and attributes possessed by one or more of our director nominees that our Board believes are most relevant to the Board’s oversight of our strategy, risks and opportunities. We believe effective oversight comes from a Board that represents a diverse range of knowledge and perspectives that provides the collective skills, qualifications, backgrounds and experience necessary for sound governance and oversight. In 2023, we revised the below list of director competencies to focus on those that the Governance Committee believes are most relevant to the current needs of the Board.
Additional detail on each director nominee’s experiences and qualifications follows their biographies beginning on page 20 of this Proxy Statement.
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.
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg19-pie_leadership.jpg
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.
03_425462-1_pie_skills_8-12[2].jpg
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.
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg19-pie_global.jpg
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.
03_425462-1_pie_skills_2-12[1].jpg
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.
03_425462-1_pie_skills_9-12[1].jpg
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.
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg19-pie_financial.jpg
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.
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg19-pie_enterprise.jpg
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.
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg19-pie_clientrelations.jpg
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.
03_425462-1_pie_skills_6-12[1].jpg
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.
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg19-pie_esg.jpg
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.
03_425462-1_pie_skills_10-12[1].jpg


2024 PROXY STATEMENT
19
DIRECTOR CORE COMPETENCIES
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05_425462_1_desai (11).jpg
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg22_Edmunds.jpg
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg22_Fernandez.jpg
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg22_Matlock.jpg
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg22_Perold.jpg
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-Pg_22_01.jpg
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg22_Rattray.jpg
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg22_Riefler.jpg
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg22_Smith.jpg
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg22_Taneja.jpg
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg22_Volent.jpg
Executive Leadershiplllllllllll
Investment Industry Expertisellllllll
Global Perspectivellllllll
l
l
Regulatory, Government and Public Policy Engagement
ll
Corporate Developmentllllll
l
ll
Financial Reporting and Capital Allocation
lllllll
Corporate/Enterprise Risk Managementllllllllll
Client Relations, Marketing and Brand Development
lllllll
Digital, Data and Cybersecurity Expertisellllll
ESG and Climate Practiceslllll
Human Capital Managementllllllll
l
l
TENURE/AGE/GENDER/INDEPENDENCE
Tenure10<1916271416624
Age645368655865595463575967
GenderMMMMFMMMFMMF
Independencellllllllll
DIVERSITY/BACKGROUND
African American/Blackl
Alaskan Native/Native American
Asian/South Asian
l
l
Caucasian/Whitellllllll
Hispanic/Latino
l
Native Hawaiian or Pacific Islander
Two or More Races
LGBTQ+
Born Outside of the U.S.lllllll
DIRECTOR DIVERSITYDIRECTOR INDEPENDENCE
DIRECTOR TENUREDIRECTOR AGE
03_425462(1)_piechart_diversity.jpg
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg22_directorindependence.jpg
03_425462(1)_piechart_tenure.jpg
03_425462(1)_piechart_age[1].jpg


20
MSCI   |   Proposal 1: Election of Directors
2024 Director Nominees
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg23_photo-robashe.jpg
Director since: 2013
Age: 64 years old
Committees:
Audit Committee
(Member)
Governance Committee
(Member)
ROBERT G. ASHEIndependent 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 an Honours Bachelor of Commerce with a major in Accounting 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, including his oversight of finance, product marketing, software development, revenue growth initiatives and strategic transactions, render him qualified to serve as one of our directors. While at Cognos, a maker of business intelligence and performance management software, and where he served as both CEO and CFO, he executed strategic acquisitions and led the successful integration of Cognos following its acquisition by IBM, which experience provides the Board and management with valuable perspectives on the Company’s investment, organic growth and acquisition strategies. As a former CFO, he has also acquired expertise in corporate finance and accounting, financial reporting and internal controls. His experience in the technology sector also allows him to provide valuable insights on MSCI’s technology strategy and usage. As a director of other public company boards, the former CEO of a public company and the lead director of a public technology company, Mr. Ashe also brings to the Board insight with respect to the Board’s roles and responsibilities and corporate governance that are vital to his leadership of the Board in his role as our Lead Director.


2024 PROXY STATEMENT
21
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Director since: 2024
Age: 53 years old
Committees:
Strategy Committee
(Member)
CHIRANTAN “CJ” DESAIIndependent Director
Chirantan “CJ” Desai currently serves as President and Chief Operating Officer for ServiceNow, Inc. (“ServiceNow”), a role he has held since January 2023. He joined ServiceNow in December 2016 and served as Chief Operating Officer from January 2022 until January 2023, Chief Product and Engineering Officer from March 2021 to January 2022 and Chief Product Officer from December 2016 to March 2021. Before ServiceNow, Mr. Desai served in various roles at EMC from September 2013 to December 2016, including as the President of the Emerging Technologies Division from September 2014 to December 2016. Prior to joining EMC, Mr. Desai held several leadership roles at Symantec Corporation from November 2004 to September 2013, including as Executive Vice President of Information Management from January 2013 to September 2013 and as Senior Vice President and General Manager of Symantec's Endpoint and Mobility Group from May 2011 to May 2012. Mr. Desai began his career with Oracle Corporation and was a key member of the team that launched Oracle’s first cloud service. Mr. Desai holds a Masters degree in Computer Science and an M.B.A. from the University of Illinois at Urbana-Champaign.
PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS:
Zebra Technologies Corporation (December 2015 to May 2023)
QUALIFICATIONS:
We believe that Mr. Desai’s extensive experience in the technology industry and his deep knowledge of trends across the technology ecosystem, including with data-driven businesses, cloud-based tools and AI render him qualified to serve as one of our directors. His oversight of products, platform, AI, design, engineering, cloud infrastructure and customer success support deep knowledge of enterprise-wide operations, product development and the collection and analysis of data, in particular for enterprise clients similar to those MSCI supports. At ServiceNow, he has also been instrumental in driving growth and innovation, including embedding enterprise AI capabilities into the company’s products. His expertise also includes integrating acquisitions and overseeing the growth of new businesses lines.
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Director since: 2015
Age: 68 years old
Committees:
Audit Committee
(Member)
Compensation Committee
(Member)
WAYNE EDMUNDSIndependent 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 memberships on the Boards of multiple international companies render him qualified to serve as one of our directors. As the former CEO and CFO of several large companies, and through his board and committee memberships, he has accumulated extensive experience in corporate finance and accounting, financial reporting and internal controls, human resources and compensation, which contribute to his service on our Audit Committee and Compensation Committee.


22
MSCI   |   Proposal 1: Election of Directors
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Director since: 2007
Age: 65 years old
HENRY A. FERNANDEZChairman 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 render him qualified to serve as one of our directors. As MSCI’s Chief Executive Officer, he brings significant senior leadership, and direct knowledge and experience, in the Company’s culture, business development, strategy, growth and long-term success. In addition, as the lead director of another public company, Mr. Fernandez also brings to the Board additional experience and insight with respect to the Board’s roles and responsibilities and corporate governance.
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Director since: 2022
Age: 58 years old
Committees:
Audit Committee
(Member)
Governance Committee
(Member)
ROBIN L. MATLOCKIndependent Director
Ms. Matlock previously served as the Senior Vice President and Chief Marketing Officer of VMware, Inc. (“VMware”), a publicly held software virtualization company recently acquired by Broadcom Inc., 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 also served as a director of been active as a director and advisor of private technology companies, including Cohesity, Inc., People.ai and Dremio Corporation, 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.  Her prior experience in marketing, digital solutions and business development in a leading technology company, and her current experience as a director and advisor to a number of private technology companies, add to her deep understanding of the technology sector and the importance of client centricity. Her public company board experience also enables her to contribute valuable insights into corporate governance and the Board’s role in risk oversight.


2024 PROXY STATEMENT
23
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Director since: 2017
Age: 65 years old
Committees:
Compensation Committee
(Chair)
Strategy Committee
(Member)
JACQUES P. PEROLDIndependent 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 at one of the world’s largest asset management firms render him qualified to serve as one of our directors. Mr. Perold’s role in leading investments and operations for a global investment firm as well as serving as the founder of an investment advisory firm also provides the Board with valuable insight into the Company’s asset management client segment. In addition, his role as a senior business leader who oversaw compensation programs and goals provides knowledge of the role and responsibilities of our Compensation Committee.
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Director since: 2023
Age: 59 years old
C.D. BAER PETTITDirector, 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 commercial and operational functions, render him qualified to serve as one of our directors. He brings to the Board industry and business acumen in addition to in-depth knowledge about MSCI’s business, clients, products, technology and long-term strategy, as well as extensive experience overseeing day-to-day operations.


24
MSCI   |   Proposal 1: Election of Directors
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Director since: 2020
Age: 54 years old
Committees:
Governance Committee
(Member)
Strategy Committee
(Chair)
SANDY C. RATTRAYIndependent 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. In particular, his background in finance at a leading, technology-focused asset management firm enables him to provide insights into our clients, operational and risk management, and our commercial strategy.
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Director since: 2007
Age: 63 years old
Committees:
Compensation Committee
(Member)
Governance Committee
(Chair)
LINDA H. RIEFLERIndependent 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. Because Ms. Riefler has been associated with the Company since 2005 and has played an important role in the Board’s oversight of the Company’s strategic direction, the Board believes that her knowledge of the Company and its businesses gives her unique insight into long-term growth opportunities and strategies. The knowledge that Ms. Riefler acquired as the Global Head of Research and the Chief Talent Officer of Morgan Stanley also enables her to advise the Company on its commercial and talent strategies. She has also gained expertise in governance and corporate responsibility as the Chair of the Governance and Sustainability Committee of a public company and through her service on the executive leadership team of Stanford Women on Boards. In 2023, Ms. Riefler was recognized for outstanding work by an independent director at Governance Intelligence’s Corporate Governance Awards.


2024 PROXY STATEMENT
25
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Director since: 2017
Age: 57 years old
Committees:
Audit Committee
(Chair)
Strategy Committee
(Member)
MARCUS L. SMITHIndependent 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. As a former Chief Investment Officer at a large investment company, Mr. Smith brings significant leadership experience, investment and financial expertise, and knowledge of our clients and the asset management industry to the Board. He brings a strong investor viewpoint to the boardroom and infuses discussions with insights from shareholder, capital markets and capital allocation perspectives.
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Director since: 2021
Age: 59 years old
Committees:
Audit Committee
(Member)
RAJAT TANEJAIndependent 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 an M.B.A. 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. At Visa, Mr. Taneja has been involved with significant investments in the company’s technology infrastructure and oversees the application of technology across the business. This experience allows him to provide invaluable insight into the continuing transformation of MSCI’s data and technology capabilities and related risks and opportunities. His experience also includes overseeing cybersecurity risk and transformational technology initiatives, including relating to the implementation of artificial intelligence at a global enterprise. In 2023, Mr. Taneja was recognized by Business Insider as one of the “AI 100” top people in AI.


26
MSCI   |   Proposal 1: Election of Directors
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Director since: 2020
Age: 67 years old
Committees:
Compensation Committee
(Member)
Strategy Committee
(Member)
PAULA VOLENTIndependent 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 a Bachelor of Arts from the University of New Hampshire, an M.B.A. from Yale School of Management and a Master of Arts degree from the Institute of Fine Arts, New York University.
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, including as a nationally recognized investment professional, and her deep engagement with the global investment community render her qualified to serve as one of our directors. In particular, Ms. Volent brings significant expertise in alternative investments and provides important insights regarding our asset owner and endowment client segment.


2024 PROXY STATEMENT
27
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Corporate
Governance
Corporate Governance Practices
MSCI’s Board of Directors adheres to governance principles designed to ensure the continued effectiveness of the Board and excellence in the execution of its duties. The Board has in place a set of Corporate Governance Policies reflecting these principles, including the Board’s policy of requiring a significant majority of the Board to be comprised of independent directors; the importance of reflecting a diversity of occupational and personal backgrounds and experience on the Board, including with respect to diversity, age and skills; and the practice of regularly scheduled executive sessions, including sessions of independent directors without members of management at each quarterly Board meeting.
MSCI also has a Code of Ethics and Business Conduct for directors, executive officers and employees, which is reviewed annually by the Board. Any amendment to, or waiver of, the Code of Ethics and Business Conduct that applies to one of our directors or executive officers may be made only by the Board or a Board committee.
Corporate Governance Highlights
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.
Shareholder right to call a special meeting at 15% ownership threshold.
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.
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.


28
MSCI   |  Corporate Governance
Composition and Board Refreshment
Director Qualifications
The Governance Committee’s charter requires it to review candidates’ qualifications for membership on the Board or a committee of the Board, including making a specific determination as to the independence of each candidate based on criteria approved by the Board (and taking into account the enhanced independence, financial literacy and financial expertise standards that may be required under applicable law or NYSE rules for audit committee membership purposes, and heightened independence standards that may be required under applicable law or NYSE rules for compensation committee membership purposes). If the Governance Committee determines that adding a new director is advisable, it will recommend such individual to the Board for appointment as a member of the Board and any committees, as applicable.
Consistent with our Corporate Governance Policies, when appointing directors, the Board seeks members who combine sound business judgment, professionalism and a broad spectrum of experience and expertise with a reputation for the highest standards of ethics and integrity. Directors should have experience in positions with a high degree of responsibility, be leaders or senior managers in the companies or institutions with which they are or were affiliated and be selected based upon contributions they can make to the Board and management and their ability to represent and advance the interests of the Company and its shareholders.
Director Diversity
The Board has a demonstrated commitment to maintaining diverse representation, with approximately 58% percent of our current director nominees being composed of racially, ethnically and/or gender diverse members. The Board believes that its membership should reflect a diversity of occupational and personal backgrounds and experiences. In identifying nominees, the Board considers a number of factors including diversity of skills, experiences, backgrounds and perspectives. In the Board’s selection of director nominees, the Board also abides by MSCI’s commitment to managing our business in an environment free from discrimination, consistent with the MSCI Global Human Rights Policy.
Prior to Ms. Kinney’s retirement and Mr. Desai’s appointment, the percentage of women represented on the Board was approximately 33%. As part of our continued board refreshment efforts, the Board appointed Mr. Desai in 2024 due to his specific experience and qualifications in a data-driven business and his knowledge of using artificial intelligence in client-facing products. The Board is cognizant that after the 2024 Annual Meeting, the Board’s gender diversity will be reduced to 25%.
The Governance Committee is actively engaged in a search for additional director candidates, including gender diverse candidates, to expand the board’s skills in other areas, and the Board currently expects to appoint a new member before the 2025 annual meeting of shareholders. The Board is committed to increasing the percentage of women represented on the Board in the future to once again achieve a Board composition of at least 30% gender diverse directors.
Tenure and Board Refreshment
Our Board has shown an ongoing commitment to Board refreshment and to having highly qualified, independent perspectives in the boardroom. Six of the Company’s director nominees, or 50% of the Company’s director nominees, have been added to the Board since the beginning of 2019. The average tenure of the independent director nominees is currently 6.2 years. The average tenure is 6.6 years if Mr. Fernandez and Mr. Pettit are included. Also, under our Corporate Governance Policies, directors should not stand for re-election following their 72nd birthday. To date, the Board has not granted a waiver to this retirement policy. Since 2020, three directors, including Catherine R. Kinney, have retired or will have retired following their 72nd birthday, and one director decided not to stand for re-election. These retirements and decisions have provided us with opportunities for Board refreshment.
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April 25,
2019
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February 26,
2020
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April 28,
2020
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April 27,
2021
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June 1,
2021
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June 1,
2022
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January 30,
2023
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March 11,
2024
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April 23,
2024
  
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Wendy E.
Lane
retired
Paula Volent
and Sandy C.
Rattray
appointed
Alice W.
Handy and
George
W. Siguler
retired
Benjamin
DuPont
retired
Rajat
Taneja
appointed
Robin
Matlock
appointed
Baer Pettit
appointed
Chirantan “CJ” Desai appointedCatherine R. Kinney retires


2024 PROXY STATEMENT
29
We also periodically rotate committee assignments and committee chair positions. Committee chairs historically have typically served approximately 4 to 6 years on average in order to facilitate rotation of committee chairs while preserving experienced leadership. In 2023, we rotated committee assignments in light of recent director appointments, as described below.
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BOARD MEMBER INDEPENDENCE
Other than Mr. Fernandez, our CEO, and Mr. Pettit, our President and COO, each of our director nominees has been determined by the Board to be an “independent director” under the rules of the NYSE, which require that the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).
DIRECTOR RETIREMENT:
CATHERINE R. KINNEY
Catherine R. Kinney, who joined the Board in 2009, is not standing for reelection at the 2024 Annual Meeting following her reaching 72 years of age. The Board thanks Ms. Kinney for her commitment to the Company’s shareholders, employees and other stakeholders. She has made meaningful contributions to the Company during her over 14 years of service on the Board, including as a member of our Governance Committee, our Compensation Committee and our Strategy Committee.
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RECENT DIRECTOR APPOINTMENT
COMMITTEE ROTATIONS
In 2023, the Board evaluated the composition of its committees, and in April 2023, the Board effectuated the following changes:
Appointed Marcus L. Smith as the Chair of the Audit Committee, and removed him from the Compensation Committee.
Appointed Jacques P. Perold as the Chair of the Compensation Committee, and removed him from the Governance Committee.
Appointed Linda H. Riefler as the Chair of the Governance Committee, and removed her from the Audit Committee.
Appointed Sandy C. Rattray as the Chair of the Strategy Committee, appointed him to the Governance Committee and removed him from the Audit Committee.
Appointed Robin Matlock to the Audit Committee.
Appointed Paula Volent to the Compensation Committee, and removed her from the Governance Committee.
In 2024, we appointed Robert G. Ashe to the Governance Committee, and removed him from the Strategy Committee.
Chirantan “CJ” Desai, a new director appointed to the Board since the 2023 Annual Meeting, was identified and evaluated through a director search process overseen by the Governance Committee and undertaken with the assistance of a director search firm.
His experience as the President and Chief Operating Officer of one of the world’s leading enterprise software companies, overseeing enterprise-wide operations, including products, platform, AI, design, engineering, cloud infrastructure and customer success, provides invaluable insight to the MSCI Board.
At ServiceNow, he has been instrumental in driving the company’s growth and innovation strategy, including embedding enterprise AI capabilities into the company’s products.
The Board appointed Mr. Desai to the Strategy Committee.
Director Re-Nomination
The Governance Committee also assesses the performance of current directors in its evaluation of current directors for re-nomination to the Board or re-appointment to any Board committees.


30
MSCI   |  Corporate Governance
New Director Search Process
Our newest director, Chirantan “CJ” Desai, was appointed to the Board in March 2024. His experience as the President and Chief Operating Officer of one of the world’s leading enterprise software companies, overseeing enterprise-wide operations from innovation to execution, will allow him to offer invaluable insight to the MSCI Board. The appointment of Mr. Desai was the result of the search process outlined below.
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 Chirantan “CJ” Desai to the Board, effective March 11, 2024.
Mr. Desai’s qualifications include:
Extensive experience in the technology industry and deep knowledge of trends across the technology ecosystem, including with data-driven businesses, cloud-based tools and AI.
Oversight of enterprise-wide operations, including products, platform, AI, design, engineering, cloud infrastructure and customer success that support best practices in product development, technology infrastructure, data collection and analysis, and go-to-market strategy, especially for enterprise clients similar to those MSCI supports.
Being instrumental in driving ServiceNow’s growth and innovation, including embedding enterprise AI capabilities into the company’s products.
Proxy Access
Our Bylaws permit a shareholder, or a group of up to 20 shareholders, owning at least three percent of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials director nominees constituting the greater of two directors or twenty percent of the total number of directors on the Board, provided that such shareholder(s) and nominee(s) satisfy the requirements specified in the Bylaws.


2024 PROXY STATEMENT
31
Shareholder Right to Call a Special Meeting
In response to shareholder engagement, we amended our Bylaws in 2024 to permit shareholders of record or beneficial owners holding not less than 15% of our outstanding shares continuously for at least one year the right to call a special meeting of shareholders.
Board Culture
The Board has established a boardroom dynamic that supports informed decision making and oversight. One of the hallmarks of the Board’s culture is meaningful and robust discussion, where views are thoroughly debated based on each director’s unique background, skills and opinions. Directors are expected to, and do, ask hard questions of management and of each other. Each member of the Board is also committed to maximizing shareholder value and promoting shareholder interests, and members of our Board regularly interact directly with our shareholders.
 
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.
We have also paired independent Board members with members of our Executive Committee for sponsorship of inclusive leadership initiatives.
REFRESHMENT: Our Board is committed to active refreshment – 50% of our director nominees have tenures of less than five years.
INDEPENDENCE: Having an independent Lead Director, all independent committee chairs and members, 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 director nominees are currently over 58% 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, corporate responsibility and compensation practices and the Board receives regular reports from management on meetings with shareholders and analysts. In 2023, 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
Structure of our Board
Substantially Independent Board
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
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All of our non-employee directors are independent
directors on our Board are independent. As of February 29, 2024, there are 13 directors on our Board, comprised of: (i) our Chairman and CEO; (ii) our President and COO; and (iii) 11 independent directors. Our Board has determined that each of Messrs. Ashe, Desai, 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, 11 of our 13 current directors are independent. Following the retirement of Ms. Kinney, 10 of our 12 directors will be independent. Mr. Fernandez is not independent because of his position as CEO of MSCI, and Mr. Pettit is not independent because of his position as President and COO of MSCI.
All members of the Audit Committee, Compensation Committee, Governance Committee and Strategy Committee satisfy the independence requirements of the NYSE. In addition, each member of the Audit Committee and Compensation Committee meets the heightened independence standards of the NYSE required for audit committee and compensation committee members, respectively.
Board Leadership
The Board seeks to achieve the best board leadership structure for the effective oversight of MSCI’s affairs. The Board believes that its leadership structure must be considered in the context of the individuals involved and the specific circumstances facing MSCI. The Governance Committee is responsible for the ongoing review of the governance structure of the Board and for recommending to the Board those structures and practices best suited to MSCI and its shareholders.
The Board regularly reviews its leadership structure and believes that it is in the best interests of MSCI and its shareholders to combine the roles of Chairman and CEO at this time, alongside a robust and independent Lead Director. The Board believes that the decision as to whether the positions of Chairman and CEO should be combined or separated, and whether an executive or an independent director should serve as Chairman if the roles are split, should be based upon the particular circumstances facing MSCI. Maintaining a flexible policy allows the Board to choose the leadership structure that best serves the interests of the Company and its shareholders at any particular time.
In determining the Board’s current leadership, among other factors, the Board considered and evaluated the importance of consistent, unified leadership to execute and oversee the Company’s strategy; the strength of Mr. Fernandez’s vision for the Company and the quality of his leadership; the strong and highly independent composition of the Board, including having fully independent committee leadership and membership; the views and feedback heard from our investors through our ongoing engagement programs expressing support for our Board leadership structure; and the meaningful and robust responsibilities of the independent Lead Director. As Chairman, Mr. Fernandez chairs Board meetings and the annual shareholder meeting, works with the Lead Director to set agendas for Board meetings (which the Lead Director approves), collaborates with the Board on the Company’s strategy and leads management in implementing that strategy.
A strong, independent Lead Director with clearly defined duties and responsibilities further enhances the contributions of MSCI’s independent directors, which have been, and continue to be, substantial. Our Corporate Governance Policies provide for


2024 PROXY STATEMENT
33
the appointment of a Lead Director from among the Board’s independent directors whenever the Chairman is not independent. The Lead Director role supports the independent directors to provide effective, independent Board leadership and oversight of management.
Robert G. Ashe has been our Lead Director since April 2018. As a member of other public company boards, the former CEO and CFO of a public company and an audit committee financial expert, Mr. Ashe also has significant experience with respect to the Board’s roles and responsibilities, including those related to risk oversight and the Board’s design and leadership structure. Further, our Chairman and Lead Director work closely to discuss strategic initiatives for the Company and to ensure the Board is effectively exercising its oversight responsibilities and its consideration of the Company’s significant risks and opportunities. The Board, in executive sessions of independent directors (which are presided over by the Lead Director), also considers and discusses risk-related matters. These sessions provide a forum for candid discussion of risk-related matters, without management or the Chairman and CEO present.
The Lead Director’s responsibilities include:
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
While we believe that combining the roles of Chairman and CEO is the most effective leadership structure for our Board and the Company at this time, our Bylaws and Corporate Governance Policies also permit a structure where the CEO would not serve contemporaneously as the Chairman of the Board should the separation of such roles be determined appropriate and in the best interests of MSCI and its shareholders in the future.
Committees of the Board of Directors
Our Board has adopted a written charter for each of the Audit Committee, Compensation Committee, Governance Committee and Strategy Committee setting forth the roles and responsibilities of each committee. The Board and each committee may, from time-to-time, form and delegate authority to subcommittees when appropriate. Each committee annually reviews and assesses the adequacy of its charter and recommends any proposed changes to the Board for approval. You may access these charters through the “Corporate Governance” link under the “Investor Resources” tab found on our website’s Investor Relations homepage (https://ir.msci.com).
The table below provides detail on the composition of each of our designated standing committees for the following periods (i) April 24, 2023 to March 10, 2024 (“2023”) and (ii) effective March 11, 2024 (“2024”).
Audit
Committee
Compensation
Committee
Governance
Committee
Strategy
Committee
20232024202320242023202420232024
Henry A. Fernandez(1)
Robert G. Ashe
l
l
l
l
Chirantan “CJ” Desai(2)
l
Wayne Edmunds
llll
Catherine R. Kinney(3)
l
l
Robin Matlock
llll
Jacques P. Perold
l
l
l
l
Baer Pettit(3)
Sandy C. Rattray
l
l
l
l
Linda H. Rieflerll
l
l
Marcus L. Smith
l
l
l
l
Rajat Tanejall
Paula Volent
l
l
l
l
(1)Mr. Fernandez is not a formal member of any committee, but he attends many committee meetings.
(2)Mr. Desai was appointed to the Board and to the Strategy Committee on March 11, 2024.
(3)Ms. Kinney is not standing for re-election at the 2024 Annual Meeting but will remain on the Board through the date of the meeting.
(4)Mr. Pettit is not a formal member of any committee, but he attends many committee meetings.
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https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg22_Dot.jpg    Member


2024 PROXY STATEMENT
35
AUDIT AND RISK COMMITTEE
MEMBERS:
Marcus L. Smith (Chair)
Robert G. Ashe
Wayne Edmunds
Robin L. Matlock
Rajat Taneja
MEETINGS HELD IN 2023: 10
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 Smith have accounting or other related financial management expertise, and Messrs. Ashe, Edmunds and Smith 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 attestation 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 2023:
Risks associated with the evolving macro-economic environment, including as a result of geopolitical events and tensions.
Cybersecurity and business continuity capabilities.
Risks and opportunities related to artificial intelligence.
Continued focus on operational and quality assurance risks and management of those risks in our production processes and financial operations.
Increasing regulations and management of regulatory risks and opportunities.
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 99 of this Proxy Statement.


36
MSCI   |  Corporate Governance
COMPENSATION, TALENT AND CULTURE COMMITTEE
MEMBERS:
Jacques P. Perold (Chair)
Wayne Edmunds
Linda H. Riefler
Paula Volent
MEETINGS HELD IN 2023: 7
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 Company 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.
Periodically reviews and administers the Company’s compensation recoupment policies.
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 59 and 83 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 proposed changes to the Board, if required.
KEY AREAS OF FOCUS IN 2023:
Oversight of executive compensation programs, including short-term and long-term incentive plans.
Senior leader succession and progression planning.
Oversight and implementation of compensation plans and practices, including compensation recoupment policies.
Continued focus on the Company’s performance culture and monitoring of the Company’s hybrid working model.
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, 2023 requiring disclosure under applicable SEC rules on the disclosure of transactions with related persons. None of our NEOs currently serves or served during 2023 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.


2024 PROXY STATEMENT
37
GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE
MEMBERS:
Linda H. Riefler (Chair)
Robert G. Ashe
Catherine R. Kinney
Robin L. Matlock
Sandy C. Rattray
MEETINGS HELD IN 2023: 4
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 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.
Oversees risks related to corporate governance structures, policies and processes, including related to the effectiveness, structure and succession of the Board.
KEY AREAS OF FOCUS IN 2023:
Reviewed Board composition and Board skills, including proposing committee rotations and fully revising director skills matrix.
Led director search process resulting in the appointment of one new director in 2024.
Reviewed recent corporate governance developments and proposed relevant updates to Company practices, including amendments to the Company’s bylaws, committee charters and Corporate Governance Policies.
Reviewed policies and initiatives related to the Company’s corporate responsibility initiatives, including climate commitments.
Reviewed externally supported ESG materiality assessment results.
Reviewed latest governance trends, including shareholder rights, shareholder proposal practice, the advent of the universal proxy cards and shareholder activism.
Catherine R. Kinney is not standing for re-election at the 2024 Annual Meeting but will remain on the Board through the date of the meeting.


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MSCI   |  Corporate Governance
STRATEGY AND FINANCE COMMITTEE
MEMBERS:
Sandy C. Rattray (Chair)
Chirantan “CJ” Desai
Jacques P. Perold
Marcus L. Smith
Paula Volent
MEETINGS HELD IN 2023: 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 capital structure of the Company, including target short- and long-term 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 the Company’s capital levels and recommends for approval by the Board changes to the Company’s dividend policy.
KEY AREAS OF FOCUS IN 2023:
Provided oversight of the Company’s 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 reviewed merger, partnership and acquisition opportunities, including several recent strategically important acquisitions in private assets, climate and wealth.
Collaborated with management on the agenda for the Board’s two-day strategy session, to ensure alignment with internal investments and growth opportunities.


2024 PROXY STATEMENT
39
Engagement and Evaluation of our Board
Attendance at Board Meetings and Annual Meeting of Shareholders
EACH DIRECTOR ATTENDED AT LEAST
9
BOARD MEETINGS
9
EXECUTIVE SESSIONS, WHICH FOLLOWED THE BOARD MEETINGS
4
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
Our Board met nine times, held independent director executive sessions following all nine of those meetings and took action by unanimous written consent on three occasions during 2023. Each director attended at least 75% of the total meetings of the Board and committees on which the director served that were held while the director was a member.
Discussions between the Board and management on strategic direction, new business opportunities and the scope and mix of the Company’s products were held at each quarterly Board meeting. In addition to formal meetings, members of our Board informally interact with senior management on a periodic basis and participate in informal director education sessions.
Our Corporate Governance Policies state that directors are expected to attend the annual meetings of shareholders. In 2023, all of our directors who were on the Board at the time attended our annual meeting of shareholders. Mr. Desai joined the Board in March 2024, and, therefore, did not attend the annual meeting of shareholders in 2023.
Independent Director Meetings
Our Corporate Governance Policies provide that our Lead Director will preside over non-employee director sessions. Mr. Ashe presided over independent director sessions following all Board meetings during 2023. The Board’s standing committees also have a practice of holding executive sessions after their quarterly meetings. Our Corporate Governance Policies further provide that if any non-employee directors are not independent, then the independent directors will meet at least once a year in an independent director session and the Lead Director will preside over each such independent director session. During 2023, all non-employee directors were independent.
Director Education and Orientation Program
Directors are encouraged and provided with opportunities to attend educational sessions on subjects that can assist them in performing their duties. Pursuant to the Director Education Policy, the Company will reimburse directors for reasonable costs incurred from attending these sessions. Directors also participate in an annual review of leading corporate governance practices by corporate governance experts, briefing sessions on topics that present special risks and opportunities and updates on accounting topics.
The Company is also part of a peer-engaged program designed to enhance director performance, and we leverage virtual platforms to provide deep-dive sessions on certain aspects of MSCI’s business outside of quarterly meetings including on emerging topics such as ESG and climate, cybersecurity and technology partnerships. In 2023, we conducted board education sessions to strengthen the Board’s expertise on cybersecurity, our index products and the competitive landscape.
All new directors participate in a director orientation program that includes briefings by senior management representing the heads of product lines and key functional areas on topics that include, among others, the Company’s strategic plans, capital structure, product overviews, historical financial performance and key policies and practices, including compliance and trading policies. We leverage MSCI’s hybrid work environment to hold orientation sessions virtually to provide for increased global participation by senior management. New directors are also encouraged to attend all committee meetings during their first year on the Board.


40
MSCI   |  Corporate Governance
Board and Individual Director Evaluations
The Board believes a rigorous self-evaluation process is important for its effectiveness. In addition to the ongoing consideration of the functioning of the Board, each year, our directors formally evaluate the effectiveness of the Board and its committees through a self-assessment administered by our directors and management or by periodically engaging a third-party evaluation firm. In a self-assessment, directors respond to questions relating to the Board’s culture, leadership structure, committee effectiveness, continuing education, skills and expertise, and other areas. Director views are also discussed in one-on-one sessions between each director and our Lead Director. This collective feedback is discussed during executive session and, where appropriate, addressed with management.
1Members 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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2Each 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 and crisis management capabilities
DIRECTOR EDUCATION:
Virtual deep-dive sessions on certain aspects of MSCI’s business outside of quarterly meetings, including cybersecurity, our index products and the competitive landscape
FOCUS ON CORPORATE RESPONSIBILITY:
Governance Committee oversees the Company’s policies and initiatives related to corporate responsibility matters
Chief Responsibility and Diversity Officer provides quarterly reports to the Governance Committee
For Management Committee members, DE&I and climate components of the AIP
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
FEEDBACK
AND FOCUS AREAS


2024 PROXY STATEMENT
41
The Board may also periodically engage a third-party evaluation firm as part of this evaluation process. In 2019, a third-party evaluation firm met with certain members of senior management and members of the Board. The feedback from the third-party evaluation firm was considered by the Board and, where appropriate, the Board recommended enhancements to its practices based on such feedback. The Board anticipates conducting a third-party evaluation of its practices in 2024.
Shareholder Engagement
We believe that engaging with our shareholders, prospective shareholders and sell-side analysts is the best way to address the issues that matter most to them. Dialogue with these constituencies helps us understand their perspectives on the Company’s goals and expectations for performance, and helps us identify issues that might affect our long-term strategy, corporate governance and compensation practices. As such, we offer several opportunities to provide feedback to our Board and senior management, including inviting certain shareholders to address the Board to present their views on the Company.
Our Investor Relations team leads year-round outreach efforts with our investors and the investment community. During these engagements, we typically discuss topics such as market trends affecting our industry, the competitive environment, our go-to-market strategy, our financial performance and our overall outlook for the Company.
2023 Shareholder Engagement
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In 2023, we held over 300 meetings with our shareholders, prospective shareholders and sell-side analysts, during which we met with shareholders representing approximately 55% of our shares outstanding to gain valuable insights on the issues that matter most to our shareholders, with participation at certain meetings by our CEO, President and COO, CFO, Head of Investor Relations, Chief Responsibility and Diversity Officer and other members of senior management and the Board. In 2023, our team also attended 25 investor conferences and 7 non-deal roadshows and analyst-sponsored events to discuss topics including long-term growth opportunities, financial performance, capital allocation, corporate responsibility and our technology and data initiatives and opportunities, including from generative AI.
Our Year-Round Shareholder Engagement Program
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MSCI   |  Corporate Governance
Annual Corporate Responsibility Roadshow
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We engage with shareholders before, during and after the proxy season, including by hosting an annual Corporate Responsibility Roadshow each fall, to review and receive feedback on our governance practices, corporate responsibility efforts, human capital management strategies and the design of our executive compensation program. The feedback we receive from these discussions, as well as from third-party rating agencies, is carefully considered by the Board, the Governance Committee and the Compensation Committee.
Our engagement team, which included members of our Corporate Responsibility, Legal, Investor Relations, DE&I, Executive Compensation and Talent teams, met with shareholders representing approximately 35.6% of our outstanding shares in 2023. Our Lead Director and the chairs of all four of our standing committees participated in the 2023 Corporate Responsibility Roadshow as well, with a director present at meetings with shareholders representing approximately 34.4% of our outstanding shares.
Key Corporate Responsibility Topics Discussed in 2023
HUMAN CAPITAL
MANAGEMENT
Senior Talent Pipeline and Progression
DE&I Strategy
Talent Retention
EXECUTIVE
COMPENSATION
Long-term Incentive Plan
DE&I and Climate Components of the AIP
CORPORATE GOVERNANCE
Board Skills
Board Culture
Shareholder Proposals
Risk Management and Oversight
CLIMATE
COMMITMENTS
Internal Carbon Pricing
Supply Chain Engagement
Carbon Reduction Targets
Investors provided valuable comments and perspectives during our Corporate Responsibility Roadshow on MSCI’s human capital management, executive compensation, board culture, corporate governance and business strategy, among other topics. In particular, shareholders focused on new disclosures and initiatives, including the results of our first externally supported ESG materiality assessment. We also discussed our corporate responsibility efforts and disclosure and the structure, composition, evaluation and refreshment practices of our Board. We gained constructive feedback during these meetings, which was shared with our Board and management to drive continuing improvements in our corporate responsibility policies and practices.


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43
RECENT ENHANCEMENTS IN RESPONSE TO SHAREHOLDER FEEDBACK
WHAT WE HEARD
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WHAT WE DID
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WHY
Request for shareholder right to call a special meeting
Amended our Bylaws to provide that special meetings of shareholders may be called by shareholders owning at least 15% of the voting power of our capital stock
We are strongly committed to good governance practices and to reflecting the feedback of our investors, many of whom believe that a well-structured right to call a special meeting protects shareholder interests
Request for a third-party supported materiality assessment
Published the results of our externally supported ESG materiality assessment to identify and prioritize ESG topics to inform our sustainability reporting and strategies. The analysis was informed by relevant reporting standards, such as the SASB standard
We believe the insights gained from the materiality assessment will enable MSCI to further focus its corporate responsibility efforts on topics with the greatest relevance to our activities and stakeholders
Request to adjust the PSU payout maximum
Lowered the payout maximum for 2024 annual PSUs from 300% to 200%
We believe a lower PSU payout maximum better aligns with market practice and is directly responsive to shareholder feedback
Focus on operational practices that will drive our efforts to reach net-zero
Introduced Internal Carbon Pricing for all business travel to raise awareness of our efforts to achieve emissions reductions and incentivize lower carbon business travel
We believe it is important to raise awareness of our efforts to achieve emissions reductions and incentivize lower carbon business travel decisions
Focus on how we manage suppliers in light of our climate commitmentsUpdated our Supplier Code of Conduct to specify the fundamental environmental expectations we have of our suppliers and conducted strategic engagement with top suppliers, including a letter from our Chairman and CEO to emphasize importance of our net-zero commitmentWe are intensifying efforts to drive down emissions across our supply chain, the most significant source of the emissions attributable to MSCI
Focus on climate considerations in executive compensation programRequired each Management Committee member to have a meaningful climate goal as part of the KPI component of the AIP, and expanded our Executive Accountability Framework, which establishes the philosophy and process for assessment of DE&I Goals in our AIP program, to now cover climate goals
We believe that our most senior leaders should contribute to our climate commitments by setting related goals
Please see page 66 of this Proxy Statement for additional information on our engagement efforts specific to compensation matters.


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MSCI   |  Corporate Governance
Oversight by our Board
Risk Oversight Responsibilities and Processes
Our Board is responsible for, and committed to, the oversight of MSCI’s long-term strategic plan and significant enterprise-wide risks. In carrying out this responsibility, the Board’s role in risk oversight is consistent with the Company’s leadership structure, with management having day-to-day responsibility for identifying, evaluating and managing the Company’s risk exposure and the Board having the ultimate responsibility for overseeing risk management governance, with a focus on the Company’s most significant risks. In this role, the Board is responsible for ensuring that the risk-management processes designed and implemented by management are functioning as intended and that necessary steps are taken to assess, monitor and control key business risks.
The risks described include those formally monitored at a Board or committee level, as part of the enterprise risk management (“ERM”) program or pursuant to committee charters. These risks do not represent a complete list of all risks that are considered and addressed from time to time by the Board, its committees or MSCI management. For more information on risks that affect our business, please see our most recent Annual Report on Form 10-K and other filings we make with the SEC.
Enterprise Risk Management Program
ERM PROGRAMERM 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
Role of the Board, Committees and Management
In order to maintain effective Board oversight, the Board delegates to individual committees certain elements of its oversight function, as described below. The Board then receives regular updates from its committees on individual categories of risk, including strategy, reputation, operations, climate change, corporate responsibility, people, technology, data, legal and regulatory. Our Board’s focus on overseeing risk management also enhances our directors’ ability to provide insight and feedback to senior management, who regularly interact with, and report to, the Board and its committees on risk matters.


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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, Corporate Secretary, Head of Compliance, Head of Government and Regulatory Affairs, Chief Responsibility and Diversity Officer, Chief Technology Officer, Chief Information Security Officer, Global Controller, Head of Tax, 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 corporate responsibility strategy, including ESG and climate matters, 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 updates 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
Cybersecurity and Information Security Awareness
Our Board recognizes that the security of our technology is integral to our products, our business processes, and our infrastructure. We have an enterprise-wide IT security program designed to secure our technology infrastructure, networks, data, products, and services, and we have implemented several processes, technologies, and controls to aid in our efforts to identify, assess and manage related risks. Our Chief Information Security Officer (“CISO”) manages this program in collaboration with our business and corporate teams. We have cybersecurity specific policies, standards and procedures, and our cybersecurity program has been developed based on industry standards, including the U.S. National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and International Organization for Standardization (“ISO”) information security standards. The MSCI Information Security Management System has also achieved ISO/IEC 27001:2022 certification.
In addition, our management-level Information and Technology Risk Oversight Committee (“ITROC”), led by our CISO, and which includes senior leaders such as our President and COO, CFO and General Counsel, among others, provides oversight relating to cybersecurity and technology-related risks that may present significant impacts to our operations, clients, reputation and financial position, and the considerations of the ITROC are fully incorporated into our overall ERM framework. Our IT security program also includes an incident response plan that provides procedures for how we detect, respond to and recover from cybersecurity incidents, including processes designed to triage, assess severity, escalate, contain, investigate and remediate the incident, as well as to comply with potentially applicable legal obligations and to mitigate potential brand and reputational damage.
On a quarterly basis, our CISO updates the Audit Committee on the Company’s IT security program, including an overview of risks and trends, results from third-party assessments, progress towards predetermined risk-mitigation-related goals, our incident response plan, and cybersecurity threat developments, as well as the steps management has taken to respond to these topics. This quarterly update is also made available to the full Board, and the Chair of the Audit Committee informs the Board of any key updates during quarterly reports to the Board. The Board also conducts an annual education session on cybersecurity trends and risks. Additional information regarding our IT risk management is detailed in our 2023 Annual Report on Form 10-K.
Privacy Awareness
Integrated with our IT security program and our enterprise risk program is our global privacy program. Our privacy program is led by our Chief Privacy Officer and the members of the MSCI Privacy Office, which reports to our CISO, and has been developed based on industry standards, including the NIST Privacy Framework. Our Privacy Steering Committee meets on a quarterly basis to review key risks and trends, progress on key initiatives, focus topics and regulatory developments. The Privacy Steering Committee is an essential component of our efforts to safeguard the processing of personal, sensitive and confidential data at MSCI and provides cross-functional oversight of our privacy program. We also regularly undertake regular privacy and data protection training and testing of our employees. Our CISO’s quarterly updates to the Audit Committee include updates on our privacy program.


2024 PROXY STATEMENT
47
Corporate Responsibility
As a leader in providing ESG and climate solutions to investors, we also aim to demonstrate leading corporate responsibility practices and policies that are meaningful to our various stakeholders, including our shareholders, clients and employees.
Our commitment to corporate responsibility is embodied in three pillars:
Our Approach to Corporate Responsibility
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1
ENVIRONMENTAL
SUSTAINABILITY
Manage carbon emissions and climate risks and opportunities, and implement sustainable operational practices
2
SOCIAL
PRACTICES
Act responsibly and enable our people to deliver innovative products and research to the market

3
GOVERNANCE
PRACTICES
Implement policies and practices that reflect MSCI’s commitment to strong governance
 
Corporate Responsibility Governance
Through a well-established framework and cross-functional committee structure, with leaders from across the organization, MSCI incorporates corporate responsibility into its core strategy—reflecting our belief that sustainable practices are essential to long-term growth. In line with this focus, the Governance Committee oversees the Company’s significant corporate responsibility matters, including corporate responsibility priorities and disclosure, with management having day-to-day responsibility over these efforts.
The day-to-day implementation of our corporate responsibility activities are enabled by key functions across MSCI, including Technology, Privacy, Client Coverage, Investor Relations, Finance and Legal. These functions are represented on the Corporate Responsibility Committee, which meets on a regular basis to review corporate responsibility trends, share updates on the implementation of MSCI’s Corporate Responsibility Operating Plan and review key MSCI corporate responsibility reports.
At the senior management level, our Corporate Responsibility Advisory Council is chaired by our Chief Responsibility and Diversity Officer and consists of several of our senior executives that lead key functions that underpin our corporate responsibility strategy. The Corporate Responsibility Advisory Council meets on a regular basis and provides input on significant corporate responsibility policies, actions and disclosures to ensure these items are aligned with MSCI’s mission and long-term strategy for sustainable growth.
At the Board level, our Chief Responsibility and Diversity Officer provides written updates to the Governance Committee in advance of each quarterly meeting on MSCI’s corporate responsibility efforts. In addition, at least twice per year, she presents to the Governance Committee on key topics and management’s performance against our corporate responsibility initiatives. Key developments are shared with the full Board during the Governance Committee’s quarterly report to the Board.


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MSCI   |  Corporate Governance
The Board’s Oversight of Corporate Responsibility
Board of Directors
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Governance CommitteeCompensation CommitteeAudit CommitteeStrategy 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
General Counsel oversees 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 reports on 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 report on quarterly earnings, including review process and key issues
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, including on any cybersecurity issues
General Counsel provides quarterly updates on Disclosure Committee process and issues, as well as legal and regulatory risks and issues

Ensures that relevant climate opportunities and considerations are integrated into our business strategy
Reviews strategy for each product line, including ESG and Climate, at annual Board strategy meeting
Advises on key partnership and acquisition opportunities that support strategic priorities, including to enhance our climate-related products and services
Risk Oversight of Corporate Responsibility
MSCI’s EROC is also integrated into our corporate responsibility governance. The EROC oversees MSCI’s risk-management activities to ensure that MSCI has an effective process designed to identify, evaluate and manage risks that may have an adverse impact on MSCI’s ability to achieve its operational and strategic objectives. Climate-related risks, including transition and physical climate risks, are integrated into MSCI’s ERM reporting. The Audit Committee receives a quarterly update from the Enterprise Risk Management Officer on the work of the EROC, which includes reporting on climate-related risks.
Additional information on our corporate responsibility efforts, including our published sustainability reports and carbon-emissions reporting, can be found on our Corporate Responsibility website (https://www.msci.com/who-we-are/corporate-responsibility).


2024 PROXY STATEMENT
49
Focus on Climate: Key Highlights
As a leader in ESG and climate research, data and applications, MSCI is also committed to managing climate risk. We are focused on reducing our carbon footprint and ensuring our approach is well-aligned with our tools and solutions. Some recent areas of progress include the following.
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COMMITMENTS &
POLICIES
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NEW ACTIONS
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TRANSPARENCY
THROUGH REPORTING
Continued working to reach our goal of net-zero emissions across the value chain by 2040 from a 2019 base year, with targets validated by the Science Based Targets initiative (SBTi)
Updated our Supplier Code of Conduct to specify the environmental requirements we have of our suppliers
Introduced Internal Carbon Pricing for all business travel to raise awareness of our efforts to achieve emissions reductions and incentivize lower carbon business travel
Supplier Sustainability and Diversity Team engaged with key suppliers to set, and report progress on meeting, science-based carbon reduction targets
Published Sustainability Reports and Policies, including:
Fifth CDP Report, which received a score of A- for the third consecutive year
Receiving limited assurance over our 2022 emissions reporting
Additional information on our corporate responsibility efforts, including our published sustainability reports and carbon-emissions reporting, can be found on our Corporate Responsibility website (https://www.msci.com/who-we-are/corporate-responsibility).
Human Capital Management
MSCI is committed to creating a performance culture with a high degree of employee engagement. Our talent and leadership development programs are designed to ensure we have the right people with the necessary skills to deliver on MSCI’s strategy, including a workplace that values and promotes diversity, equity and inclusion.
The Compensation Committee has oversight over talent management matters, including efforts relating to succession and progression planning, career progression and retention strategies, and learning and leadership development programs. In addition, this Committee oversees our efforts relating to our corporate culture, such as our DE&I strategy and our employee engagement. Our Chief Human Resources Officer, our Chief Responsibility and Diversity Officer and our Head of Talent report to our Board regularly on DE&I initiatives, our work towards enhancing corporate culture and our senior talent pipeline and talent management strategies. We also engage with our shareholders around these aspects of our human capital management strategies. Additional information on our human capital management priorities can be found on the “Corporate Responsibility” section of our website (https://www.msci.com/who-we-are/corporate-responsibility/social-practices).


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MSCI   |  Corporate Governance
Human Capital Priorities
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LEARNING AND DEVELOPMENT
 
2023 NOTABLE DEVELOPMENTS
Launched internal career mobility program to foster a strong culture of opportunity by helping employees across different teams and functions progress in their careers
Launched MSCI Alumni Community and Program to build an active alumni community and recruitment outcomes
Invested in managerial capabilities for over 300 people managers to support accountability, career development and an inclusive and equitable work environment
In December 2023 employee engagement survey, achieved a 82% response rate, and the percentage of respondents characterized as fully engaged was 75%, the highest since we implemented the survey in 2011
Disclosed diversity data aligned to SASB categories for third year; published 4th Consolidated EEO-1 Report
Launched Inclusive Leadership Training Program
Conducted annual pay equity review
Enhanced and refreshed MSCI Cultural Values
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. In 2023, more than 230,000 learning resources were viewed on our Learning@MSCI platform. This included an average of three hours of self-paced learning per employee. In 2023, our employees that participated in facilitated, live learning events spent approximately nine hours on average in such events. We also sponsor and reimburse employees for certain certifications and membership dues, ongoing education and relevant industry conferences and seminars.
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DIVERSITY, EQUITY AND INCLUSION
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. We utilize an Executive Accountability Framework to establish the philosophy and process for assessment of these DE&I Goals and overall DE&I performance.
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EMPLOYEE WELLBEING
TOTAL EMPLOYEES: GENDER(1)
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 wellbeing support as well as resources to help manage stress and care for individuals and their families. We are committed to supporting our employees as they operate in a hybrid work environment through a comprehensive ergonomics program. We are also engaging in efforts to improve accessibility for employees in our physical offices.
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.
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg58_box1.jpg Male   https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg58_box2.jpg Female https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg58_box3.jpg Not Identified
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U.S. EMPLOYEES: RACE/ETHNICITY(1)
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg58_box1.jpg Asian
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg58_box2.jpg Black or African American   https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg58_box3.jpg Hispanic or Latino
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg58_box4.jpg White
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-pg58_box5.jpg American Indian or Alaska Native, Native Hawaiian or Other Pacific Islander or Two or More Races
https://cdn.kscope.io/e7cb74f34372218d29f814782fda2175-02_425462-1_not_identify.jpg  Not Identified
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COMMUNITY
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We encourage and support community involvement through global and local initiatives, often led by our Employee Resource Groups. 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.
(1)    Data as of December 31, 2023.



2024 PROXY STATEMENT
51
Management Succession Planning
One of the Board’s principal responsibilities is to ensure appropriate succession and progression plans are in place for our senior management, including reviewing our executive talent and our potential leadership bench. The Compensation Committee oversees the process for succession and progression planning for senior management positions and reports on its activities to the full Board. Our Compensation Committee also at least annually receives updates on the Company’s progress on DE&I initiatives, including key performance metrics related thereto. Our CEO and our President and COO also meet regularly with our functions to review talent plans with an aim to identify top talent, including diverse talent, who have the most potential to progress to senior roles at MSCI.
To align the management succession and progression process with MSCI’s strategic objectives, the Compensation Committee consults with the CEO to periodically review the Company’s succession plans, including for the CEO and other executives. This process covers selection, succession in the event of incapacity, retirement or removal of an executive, and evaluations of, and development plans for, potential successors to each of the executives. Our Board generally conducts an in-depth review of senior leader development and succession and progression planning at least once a year. Led by the CEO, the Chief Human Resources Officer and the Global Head of Talent, this review addresses MSCI’s management development initiatives, assesses senior management resources and identifies individuals who should be considered as potential future senior leaders at MSCI, as well as opportunities to hire strategically from the market. The Compensation Committee also annually reviews contingency planning for our Chief Executive Officer and members of our Management Committee.
The Company’s Management Committee, consisting of the Company’s senior-most leaders, engages in discussions focused on succession and progression plans with an emphasis on growth opportunities for potential future senior leaders. High-potential leaders are identified for additional responsibilities to challenge them and develop additional skills. These individuals are often positioned to interact more frequently with the Board, through Board and Committee presentations and discussions, as well as informal events and interactions, throughout the year.
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 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
Over the last year, the Company made the following senior appointments from its succession and progression pools:
MARCH 2023
Former Head of ESG and Climate Research appointed to Head of MSCI Sustainability Institute.
Global Research Managing Director promoted to Head of ESG Research.
Global Product Managing Director promoted to Head of Climate Strategy.
Global Research Managing Director promoted to Head of Equity Solutions Research.
JULY 2023
Technology and Data Managing Director promoted to Head of Data Operations and Technology.


52
MSCI   |  Corporate Governance
OCTOBER 2023
Head of Private Markets Planning promoted to Co-Head of Private Capital Solutions.
NOVEMBER 2023
Finance Managing Director promoted to Head of Corporate Finance and Financial Planning and Analysis.
APAC Head of ESG and Climate Client Coverage promoted to additional role of Head of South Asia Client Coverage
Compensation, Talent and Culture Governance
The Compensation Committee operates under a written charter adopted by the Board and is responsible for reviewing and approving annually all compensation awarded to the Company’s Executives, including the CEO and our other NEOs. The Compensation Committee also regularly engages with our CEO, President and COO, Chief Human Resources Officer, Chief Responsibility and Diversity Officer and other members of senior leadership on a broad range of human capital management topics. The Board regularly receives reports from the Compensation Committee on human capital management topics throughout the year. The Compensation Committee annually reviews the Company’s talent management strategies and programs with respect to senior levels in the organization, including the Company’s DE&I strategies and programs and key performance metrics, and periodically reviews open senior management roles, future talent needs, the Company’s corporate culture and learning and development programs, as well as the results of the Company’s employee engagement survey. See page 36 of this Proxy Statement for additional information on the Compensation Committee’s responsibilities.
The principal compensation plans and arrangements applicable to our NEOs are described in the “Compensation Matters” section of this Proxy Statement and the executive compensation tables included therein. The Compensation Committee may delegate the administration of these plans and arrangements, as appropriate, including to one or more officers of the Company, subcommittees or to the Chair of the Compensation Committee, in each case, when it deems doing so to be appropriate, in the best interests of the Company and consistent with applicable law and NYSE requirements.
The Compensation Committee has the authority to retain and terminate any compensation consultant assisting the Compensation Committee in the evaluation of CEO or other executive officer compensation. As further described in the “Compensation Discussion and Analysis” section included herein, during 2023, the Compensation Committee continued to retain Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its own independent compensation consultant to review CEO and other executive officer compensation. All of the services provided by Semler Brossy to the Compensation Committee during 2023 were to provide advice or recommendations on the amount or form of executive officer and director compensation, and Semler Brossy did not provide any additional services to the Company during 2023. The Compensation Committee has considered, among other things, the factors delineated in Rule 10C-1 under the Exchange Act (“Rule 10C-1”), including the NYSE listing rules implementing Rule 10C-1 and Semler Brossy’s conflict of interest policies, and determined that the engagement of Semler Brossy does not raise any conflict of interest or other factors that compromise the independence of its relationship with the Compensation Committee. The Compensation Committee annually considers the performance and independence of Semler Brossy. In developing its views on compensation matters and determining the compensation awarded to our CEO and other executive officers, the human resources department provides data and analyses to aid the Compensation Committee in its decisions. The CEO also makes recommendations on compensation for executive officers other than himself, and the Compensation Committee takes these recommendations into account in reaching its compensation decisions. From time to time, the Compensation Committee may obtain input from external legal counsel, including Davis Polk & Wardwell LLP (“Davis Polk”), on compensation award documentation and other compensation-related practices, which in 2023 was communicated to the Compensation Committee via management, the legal department or the human resources department. In light of this relationship, the Compensation Committee has considered, among other things, the factors delineated in Rule 10C-1, including the NYSE listing rules implementing Rule 10C-1 and Davis Polk’s Principles and Guidelines for Advice to Compensation Committees.


2024 PROXY STATEMENT
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Director Compensation and
Stock Ownership Guidelines
Director Compensation
Director Compensation Best Practices
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 Compensation Program
The Compensation Committee reviews non-employee director compensation typically every two years and recommends changes, when appropriate, to the Board. This review includes consideration of MSCI’s non-employee director stock ownership guidelines. The Compensation Committee is aided in its review by its external independent compensation consultant, Semler Brossy. The Compensation Committee takes into account peer benchmarking and broader general industry practices to establish non-employee director compensation.
DIRECTOR FEESCOMMITTEE MEMBERSHIP FEES

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*    Based on the closing share price of MSCI common stock as reported by the NYSE on the trading day prior to grant.
Following a review of peer company and market practice, the Compensation Committee has approved certain adjustments to our director compensation program for 2024. Effective May 1, 2024, the cash retainer for serving as a director will increase by $10,000 to $90,000 and the grant date values of the annual RSU equity awards for each non-employee director will increase by $25,000 to $210,000 and for the Lead Director will increase by $25,000 to $260,000.
Directors may elect under the terms of the MSCI Inc. 2016 Non-Employee Directors Compensation Plan (the “Directors Plan”) to receive their cash retainer in the form of shares of our common stock. Under the Directors Plan, non-employee directors are subject to annual limits on their cash and equity compensation, which were approved by our shareholders at our 2016 annual meeting of shareholders, as follows: non-employee directors may not receive in any calendar year (i) options, restricted stock, RSUs and other stock-based awards with a grant date fair value of more than $1,000,000 (as determined in accordance with applicable accounting standards) and (ii) retainers and other cash-based awards in excess of $1,000,000. These caps cannot be increased without the approval of our shareholders.


54
MSCI   |   Director Compensation and Stock Ownership Guidelines
RSUs granted to non-employee directors are granted on May 1 of each year and vest on the first anniversary of the grant date. Cash retainers and RSU awards are prorated when a director joins the Board and/or a committee at any time other than May 1. RSUs granted on or after May 1 vest on the next May 1 to occur following the grant date. For example, if a director joins the Board on February 1, 2024, his or her prorated RSUs will vest on May 1, 2024. If a director joins the Board on May 31, 2024, his or her prorated RSUs will vest on May 1, 2025.
RSUs are recognized as an expense in the Company’s financial statements for financial reporting purposes with respect to 2023 in accordance with FASB ASC Subtopic 718-10.
Holders of these RSUs are entitled to participate in dividend equivalent payments, and such payments may be settled in cash, shares of our common stock, or a combination thereof, to be decided by the Company in its sole discretion. Prior to the conversion to shares, RSU holders do not have any rights as an MSCI shareholder with respect to such RSUs, including the right to vote the underlying shares. The RSUs are generally non-transferable; however, our Board may, in its discretion, specify circumstances under which an award may become immediately transferable and non-forfeitable or under which the award will be forfeited. The RSUs vest and convert to shares immediately upon termination of service for reasons of death, disability or a change in control. If service as a director terminates for any other reason, all unvested RSUs will be cancelled and forfeited unless determined otherwise by the Board or the Compensation Committee.
Non-employee directors are reimbursed for expenses incurred in connection with attending Board meetings and educational sessions.
Director Deferral Plan
Under the MSCI Inc. Non-Employee Directors Deferral Plan (the “Deferral Plan”), our directors are permitted to defer receipt of shares of our common stock payable in lieu of cash retainers and/or upon conversion of RSUs granted to the director following the year for which an election has been submitted; provided that an election made by a director within 30 days after the director becomes eligible to receive a cash retainer or RSUs shall apply to any common stock payable in lieu of such a cash retainer and/or upon conversion of such RSUs granted to the director following the date on which the director makes the election. Receipt of shares of our common stock may be deferred until a future date specified by the director, a termination of service from the Board, or the earlier of the two. While the Deferral Plan allows for it, the Board has not yet implemented a process for the deferral of cash payments.
2023 Non-Employee Director Compensation
Name
Fees Earned or
Paid in Cash
(1)(2)
($)
Stock
Awards
(3)(4)
($)
All Other
Compensation
(5)
($)
Total
($)
Robert G. Ashe99,867 234,953 2,785 337,605 
Chirantan “CJ” Desai(6)
— — — — 
Wayne Edmunds100,000 184,778 2,191 286,969 
Catherine R. Kinney(7)
89,736 184,778 116,547 391,061 
Robin Matlock
100,192 184,778 3,709 288,679 
Jacques P. Perold
115,000 184,778 2,191 301,969 
Sandy C. Rattray115,288 184,778 2,191 302,257 
Linda H. Riefler115,000 184,778 5,911 305,689 
Marcus L. Smith120,384 184,778 2,191 307,353 
Rajat Taneja89,736 184,778 8,771 283,285 
Paula Volent99,867 184,778 2,191 286,836 
(1)Pursuant to MSCI’s Third Amended and Restated Articles of Incorporation, directors hold office for a term expiring at the next annual meeting of shareholders. The Board term beginning in April 2023 and ending in April 2024 (the “2023 Board Term”) and the Board term beginning in April 2022 and ending in April 2023 do not coincide with MSCI’s calendar-year fiscal year. Amounts included in the table above represent cash earned or paid, or stock awards granted, as applicable, during the year ended December 31, 2023. Because directors are paid for service from May 1 to April 30, any prorated amounts are calculated from the applicable date to May 1 of the relevant Board term.


2024 PROXY STATEMENT
55
(2)Cash amounts in this column include the annual retainers and committee fees paid during the year ended December 31, 2023. Four of our directors elected to receive all or a portion of their annual cash retainers in stock as set forth below. The number of shares issued was determined by dividing the aggregate value of the elected portion of the cash retainer by the closing share price of MSCI common stock on the trading day prior to the grant date ($482.45 for Messrs. Ashe and Taneja and Mmes. Kinney and Volent) and rounding down to the next whole number. Mr. Taneja elected to defer receipt of such shares until the earlier of (i) June 1, 2025 and (ii) the 60th day after his “separation from service” as a director under the Deferral Plan.
NameCashStock
Mr. Ashe
$ 99,867.15 (207 shares)
Ms. Kinney
$ 89,735.70 (186 shares)
Mr. Taneja
$ 89,735.70 (186 shares)
Ms. Volent
$ 99,867.15 (207 shares)
(3)Represents the aggregate grant date fair value of RSUs granted in 2023 in accordance with FASB ASC Subtopic 718-10. The fair value is calculated by multiplying the closing share price of MSCI common stock on the date prior to the grant date by the number of units awarded. For assumptions regarding these calculations, please see notes 1 and 11 to the consolidated financial statements included in our 2023 Annual Report on Form 10-K filed with the SEC on February 9, 2024. The values in this column may not correspond to the actual value that will be realized by the non-employee directors at the time the RSUs vest. The number of RSUs awarded is determined by dividing the aggregate value of the RSU award by the closing share price of MSCI common stock on the trading day prior to the grant date ($482.45 for Messrs. Ashe, Edmunds, Perold, Rattray, Taneja and Smith and Mmes. Kinney, Matlock, Riefler and Volent) and rounding down to the next whole number. For the 2023 Board term, each of Messrs. Edmunds, Perold, Rattray, Taneja and Smith and Mmes. Kinney, Matlock, Riefler and Volent received 383 RSUs and Mr. Ashe received 487 RSUs. These RSUs will vest on May 1, 2024. Ms. Riefler elected to defer receipt of such shares issuable upon vesting until the 60th day after her “separation from service” as a director under the Deferral Plan. Ms. Matlock elected to defer receipt of such shares issuable upon vesting until the earlier of (i) June 1, 2033 and (ii) the 60th day after her “separation from service” as a director under the Deferral Plan. Mr. Taneja elected to defer receipt of such shares issuable upon vesting until the earlier of (i) June 1, 2025 and (ii) the 60th day after his “separation from service” as a director under the Deferral Plan.
(4)As of December 31, 2023, each of our non-employee directors had the following outstanding stock awards in the form of RSUs: Messrs. Edmunds, Perold, Rattray, Taneja and Smith and Mmes. Kinney, Matlock, Riefler and Volent each had 383 RSUs outstanding, and Mr. Ashe had 487 RSUs outstanding.
(5)Cash amounts in this column include dividend equivalents paid during the year ended December 31, 2023 in connection with the Company’s payment of its quarterly cash dividend. Each of Mmes. Kinney, Matlock and Riefler received shares of our common stock and a cash payment for fractional shares received as a dividend equivalent payment for RSUs and in lieu of receiving a cash dividend payment for shares, in each case subject to her deferral election (in Ms. Kinney’s case, a prior deferral election that continues to apply with respect to awards previously deferred). Mr. Taneja received shares of our common stock and a cash payment for fractional shares received as a dividend equivalent payment for RSUs and shares elected in lieu of annual cash retainer and in lieu of receiving a cash dividend payment for shares, subject to his deferral election. The table below sets forth the amounts received by each.
NameSharesCash Received for
Fractional Shares
Ms. Kinney
$ 113,406.80 (220 shares)
$948.28 
Ms. Matlock
$ 2,521.75 (5 shares)
$1,187.69 
Ms. Riefler
$ 4,063.86 (8 shares)
$1,846.68 
Mr. Taneja
$ 6,675.89 (13 shares)
$2,095.39 
(6)Mr. Desai was appointed to the Board effective March 11, 2024.
(7)Ms. Kinney is not standing for re-election at the 2024 Annual Meeting but will remain on the Board through the date of the meeting.


56
MSCI   |   Director Compensation and Stock Ownership Guidelines
Non-Employee Director Stock Ownership Guidelines
Our Board believes that our directors should hold a meaningful financial stake in our Company in order to further align their interests with those of our shareholders. Under the Company’s stock ownership guidelines for non-employee directors, commencing on April 28, 2016, each non-employee director has been required to own a target number of shares of stock of the Company equal to the sum of the “net shares” resulting from the vesting of the RSUs granted to such director for each of the last five years, with such aggregate share ownership to be achieved within five years of initially being elected or appointed to the Board and maintained thereafter. “Net Shares” means the number of shares that would remain if the shares underlying the equity awards are sold or withheld by the Company to (i) pay the exercise price of a stock option, (ii) satisfy any tax withholding obligations (assuming a tax rate of 50%) or (iii) satisfy any other applicable transaction costs.
Shares that count towards satisfaction of the target level of stock ownership under the stock ownership guidelines for non-employee directors consist of the following:
(1)    Shares beneficially owned individually, either directly or indirectly (including any shares beneficially owned as a result of an election to receive a retainer (or any portion thereof) in shares);
(2)    Shares beneficially owned jointly with, or separately by, immediate family members residing in the same household, either directly or indirectly;
(3)    Shares underlying vested and unvested RSUs granted under the Directors Plan; and
(4)    Shares for which receipt has been deferred (including any shares held through the Deferral Plan or any other deferred compensation plan maintained by the Company).
As described above, under these guidelines, non-employee directors are required to hold all after-tax shares received on the vesting of annual awards in the prior five years of service until the requirement is met and maintained. As of the date of this Proxy Statement, all of our non-employee directors are in compliance with the Company’s stock ownership guidelines.


2024 PROXY STATEMENT
57
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Proposal No. 2
Advisory Vote to
Approve Executive
Compensation (Say-on-Pay)
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables MSCI’s shareholders to vote to approve, on an advisory or non-binding basis, the compensation of our NEOs as disclosed in this Proxy Statement in accordance with SEC rules.
For an overview of the compensation of our NEOs and our compensation strategy, see “Compensation Matters—Compensation Discussion and Analysis—Executive Summary” below.
We are asking for shareholder approval of the compensation of our NEOs as disclosed in this Proxy Statement in accordance with SEC rules, which include the disclosures under “Compensation Matters—Compensation Discussion and Analysis,” the compensation tables included herein and the narrative following the compensation tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the policies and practices described in this Proxy Statement.
This vote is advisory and therefore not binding on MSCI, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of MSCI’s shareholders. To the extent there is any significant vote against NEO compensation as disclosed in this Proxy Statement, we will consider those shareholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. MSCI currently conducts annual advisory votes on executive compensation.
VOTE REQUIRED AND RECOMMENDATION
The affirmative vote of a majority of the votes cast at our 2024 Annual Meeting, at which a quorum is present, is required to approve Proposal No. 2. Abstentions and broker non-votes shall not be treated as votes cast.
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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.


58
MSCI
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Compensation
Matters