DEF 14A of MSCI Inc., Mar 13, 2024

DEF 14A of MSCI Inc.

Filed Mar 13, 2024 · FY20230001408198-24-000061

Open on EDGAR

  1. 2024 Director Nominees

    2024 Director Nominees

  2. 2024 Director Nominees

    | Director since: 2013 Age: 64 years old Committees: Audit Committee (Member) Governance Committee (Member) | ROBERT G. ASHE | Independent Lead Director | | | Mr. Ashe retired from IBM Corporation (“IBM”) in January 2012, where he had most recently served as General Manager of Business Analytics from 2010 to 2012 and before that as General Manager of Business Intelligence and Performance Management since 2008, following IBM’s acquisition of Cognos Inc. (“Cognos”), a Canadian provider of business intelligence and performance management software. Mr. Ashe worked for Cognos from 1984 to 2008, holding various executive positions, including most recently President and Chief Executive Officer from 2004 to 2008, President and Chief Operating Officer from 2002 to 2004 and Chief Corporate Officer from 2001 to 2002, during a portion of which time he also served as Chief Financial Officer. He also held various Senior Vice President positions in Worldwide Field Operations, Products and Application Development Tools from 1996 to 2001. Prior to that, he held various Vice President roles within Product Development and Corporate Finance. Mr. Ashe holds 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. | |

  3. 2024 Director Nominees

    | 2024 PROXY STATEMENT | 21 |

  4. 2024 Director Nominees

    | Director since: 2024 Age: 53 years old Committees: Strategy Committee (Member) | CHIRANTAN “CJ” DESAI | Independent 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. | |

  5. 2024 Director Nominees

    | Director since: 2015 Age: 68 years old Committees: Audit Committee (Member) Compensation Committee (Member) | WAYNE EDMUNDS | Independent Director | | | Mr. Edmunds previously served as the Interim Group Chief Executive of BBA Aviation plc from July 2017 to March 2018. He previously served as Chief Executive Officer of Invensys plc at Invensys Systems, Inc. (“Invensys”) from 2011 until his retirement in 2014. Previously, Mr. Edmunds was Chief Financial Officer of Invensys. Prior to joining Invensys in 2008, Mr. Edmunds was Senior Vice President of Finance at Reuters America, Inc. from 2005 to 2008. Mr. Edmunds served as the Chief Financial Officer of Innovance Networks Inc. (“Innovance”) from 2000 to 2004, where he was responsible for financial planning and operations. Prior to joining Innovance, Mr. Edmunds held other senior management roles in the technology sector, including working 17 years at Lucent Technologies, Inc., where he served as Vice President of Finance for the Optical Networking Division and as Vice President of Marketing and Business Development and was responsible for Europe, Middle East and Africa operations. Mr. Edmunds began his career at Amerada Hess Oil as an analyst in Corporate Treasury. Mr. Edmunds holds a Bachelor of Arts in accounting from Rutgers University and an M.B.A. in finance from Pace University. PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS: Signature Aviation plc (August 2013 to June 2021), Dialight plc (January 2016 to August 2019) and Ashtead Group plc (February 2014 to September 2018) QUALIFICATIONS: We believe that Mr. Edmunds’ extensive insight into global companies in the technology sector and 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. | |

  6. 2024 Director Nominees

    | 22 | MSCI | Proposal 1: Election of Directors |

  7. 2024 Director Nominees

    | Director since: 2007 Age: 65 years old | HENRY A. FERNANDEZ | Chairman and CEO | | | Mr. Fernandez has served as Chairman of our Board since 2007 and as our CEO and a director since 1998. He served as head of the MSCI business from 1996 to 1998 and as President from 1998 to October 2017. MSCI was previously a business unit within Morgan Stanley prior to its IPO in 2007. Before leading MSCI, he was a Managing Director at Morgan Stanley, where he worked from 1983 to 1991 and from 1994 to 2007, in emerging markets business strategy, equity derivatives sales and trading, mergers and acquisitions, and corporate and mortgage finance. Mr. Fernandez holds a Bachelor of Arts in economics from Georgetown University, an M.B.A. from the Stanford University Graduate School of Business and pursued doctoral studies in economics at Princeton University. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: Royalty Pharma plc (August 2020 to present) QUALIFICATIONS: We believe that Mr. Fernandez’s extensive experience and leadership in the financial services industry as well as his unparalleled knowledge of MSCI and its business 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. | |

  8. 2024 Director Nominees

    | Director since: 2022 Age: 58 years old Committees: Audit Committee (Member) Governance Committee (Member) | ROBIN L. MATLOCK | Independent Director | | | Ms. Matlock previously served as the Senior Vice President and Chief Marketing Officer of VMware, Inc. (“VMware”), a 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. | |

  9. 2024 Director Nominees

    | 2024 PROXY STATEMENT | 23 |

  10. 2024 Director Nominees

    | Director since: 2017 Age: 65 years old Committees: Compensation Committee (Chair) Strategy Committee (Member) | JACQUES P. PEROLD | Independent Director | | | Mr. Perold was president of Fidelity Management & Research Company, the investment advisor for Fidelity’s family of mutual funds, until his retirement in 2014. From 2001 to 2009, Mr. Perold was president of Geode Capital Management, LLC, a sub-advisor to Fidelity. He is currently a trustee of New York Life Insurance Company’s MainStay mutual funds, a trustee of Partners in Health, and a co-founder and Chairman of CapShift, a company focused on enabling impact investments from donor-advised funds and foundations. Mr. Perold holds a Bachelor of Arts degree in economic history from the University of Cape Town and a post-graduate Bachelor of Arts Honours degree in sociology from the University of Cape Town. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: Allstate Corporation (December 2015 to present) QUALIFICATIONS: We believe that Mr. Perold’s over 30 years of experience and leadership in strategy and operations 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. | |

  11. 2024 Director Nominees

    | Director since: 2023 Age: 59 years old | C.D. BAER PETTIT | Director, President and Chief Operating Officer | | | Mr. Pettit joined MSCI in 2000 and has served as MSCI’s President since October 2017 and Chief Operating Officer since January 2020, having previously served as Chief Operating Officer from 2015 to 2017. He is responsible for MSCI’s commercial and operational functions, including client coverage, marketing, product management, research and product development, technology and operations. He previously served as MSCI’s Head of Products, Head of Index Products, Head of Marketing and Head of Client Coverage. Mr. Pettit holds a Master of Arts degree in history from Cambridge University and a Master of Science degree from the School of Foreign Service at Georgetown University. QUALIFICATIONS: We believe that Mr. Pettit’s over 20 years of experience with MSCI, including his oversight of the Company’s 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. | |

  12. 2024 Director Nominees

    | 24 | MSCI | Proposal 1: Election of Directors |

  13. 2024 Director Nominees

    | Director since: 2020 Age: 54 years old Committees: Governance Committee (Member) Strategy Committee (Chair) | SANDY C. RATTRAY | Independent Director | | | Mr. Rattray retired from Man Group plc in September 2021, having served as Chief Investment Officer from 2017 to September 2021. He previously served as Chief Executive Officer of Man AHL from 2013 to 2017 and Chief Investment Officer of Man Systematic Strategies from 2010 to 2013. Prior to holding such positions, he held several other senior leadership positions at Man Group. Before joining GLG Partners, which was later acquired by Man Group in 2007, he spent 15 years at Goldman Sachs where he held various positions, including Managing Director and head of the Fundamental Strategy Group. Mr. Rattray also sits on the MSCI Advisory Council. He holds a Master’s degree in Natural Sciences and Economics from the University of Cambridge and a Licence Spéciale from the Université Libre de Bruxelles. He is also a governor of the Southbank Centre in London. QUALIFICATIONS: We believe that Mr. Rattray’s over 25 years of experience in the global investment industry, including his focus on the technological innovation impacting the industry, render him qualified to serve as one of our directors. 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. | |

  14. 2024 Director Nominees

    | Director since: 2007 Age: 63 years old Committees: Compensation Committee (Member) Governance Committee (Chair) | LINDA H. RIEFLER | Independent Director | | | Ms. Riefler retired from Morgan Stanley in February 2013, where she served as the Chair of Global Research from June 2011 to February 2013 and as the Global Head of Research from 2008. She was the Chief Talent Officer of Morgan Stanley from 2006 to 2008. In these roles she served on both the Management Committee and the Operating Committee of Morgan Stanley. Ms. Riefler joined Morgan Stanley in 1987 in the Capital Markets division and was appointed a Managing Director in 1998 while in the Research division. Ms. Riefler holds a Bachelor of Arts in economics from Princeton University and an M.B.A. from the Stanford University Graduate School of Business. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: CSX Corporation (March 2017 to present) QUALIFICATIONS: We believe that Ms. Riefler’s in-depth knowledge of talent management, risk management, company valuation and the global capital markets render her qualified to serve as one of our directors. 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. | |

  15. 2024 Director Nominees

    | 2024 PROXY STATEMENT | 25 |

  16. 2024 Director Nominees

    | Director since: 2017 Age: 57 years old Committees: Audit Committee (Chair) Strategy Committee (Member) | MARCUS L. SMITH | Independent Director | | | Mr. Smith was the Chief Investment Officer, Canada Equity, and a portfolio manager at MFS Investment Management (“MFS”) until his retirement in April 2017. As a portfolio manager, he was responsible for managing the MFS Institutional International Equity Portfolio and the International Concentrated Portfolio. He joined MFS in 1994 and held a variety of positions, including Chief Investment Officer (Asia) from 2010 to 2012, based in Boston, Director of Asian Research from 2005 to 2009, based in Singapore, and Equity Analyst from 1995 to 2000, based in London. Mr. Smith currently serves as a trustee for certain Eaton Vance funds. Mr. Smith holds a Bachelor of Science from the University of Mount Union and an M.B.A. from the Wharton School at the University of Pennsylvania. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: First Industrial Realty Trust, Inc. (February 2021 to present) PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS: DCT Industrial Trust, Inc. (October 2017 to August 2018) QUALIFICATIONS: We believe that Mr. Smith’s extensive experience in global financial markets and as an investment professional, including experience in Asia and Europe, render him qualified to serve as one of our directors. 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. | |

  17. 2024 Director Nominees

    | Director since: 2021 Age: 59 years old Committees: Audit Committee (Member) | RAJAT TANEJA | Independent Director | | | Mr. Taneja is currently the President of Technology for Visa Inc. (“Visa”), a role he has held since September 2019. He joined Visa in November 2013 and served as Executive Vice President of Technology and Operations until August 2019. Prior to joining Visa, Mr. Taneja was Executive Vice President and Chief Technology Officer of Electronic Arts Inc. from October 2011 until November 2013. From August 1996 until October 2011, he served in various roles at Microsoft Corporation (“Microsoft”), including as the Corporate Vice President, Commerce Division. At Microsoft, Mr. Taneja led the development and deployment of commerce and transaction technologies across its connected services, the company’s online digital advertising platforms and its first business online service offering. Mr. Taneja holds a Bachelor of Engineering from Jadavpur University and 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. | |

  18. 2024 Director Nominees

    | 26 | MSCI | Proposal 1: Election of Directors |

  19. 2024 Director Nominees

    | Director since: 2020 Age: 67 years old Committees: Compensation Committee (Member) Strategy Committee (Member) | PAULA VOLENT | Independent Director | | | Ms. Volent is currently Vice President and Chief Investment Officer at The Rockefeller University, a role she has held since August 2021. She previously served as Senior Vice President for Investments and Chief Investment Officer at Bowdoin College from 2006 to June 2021, Vice President for Investments at Bowdoin College from 2002 to 2006, and Associate Treasurer at Bowdoin College from 2000 to 2002. Prior to joining Bowdoin College in 2000, Ms. Volent served as a Senior Associate at the Yale Investments Office, and before focusing on endowment management, she worked as a paper conservator. She holds 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. | |

  20. 2024 Director Nominees

    | 2024 PROXY STATEMENT | 27 |

  21. 2024 Director Nominees

    | | Corporate Governance |

  22. Board Leadership

    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

  23. Board Leadership

    | 2024 PROXY STATEMENT | 33 |

  24. Board Leadership

    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:

  25. Board Leadership

    | 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 |

  26. Board Leadership

    | 34 | MSCI | Corporate Governance |

  27. Board Leadership

    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.

  28. Compensation, Talent and Culture Governance

    | | Director Compensation and Stock Ownership Guidelines |

  29. Director Compensation

    Director Compensation

  30. Director Compensation Best Practices

    Director Compensation Best Practices

  31. 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. |

  32. Director Compensation Program

    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.

  33. Director Compensation Program

    | DIRECTOR FEES | COMMITTEE MEMBERSHIP FEES | | | |

  34. Director Compensation Program

    * Based on the closing share price of MSCI common stock as reported by the NYSE on the trading day prior to grant.

  35. Director Compensation Program

    | 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. |

  36. Director Compensation Program

    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.

  37. Director Compensation Program

    | 54 | MSCI | Director Compensation and Stock Ownership Guidelines |

  38. Director Compensation Program

    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.

  39. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation

  40. 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. Ashe | 99,867 | 234,953 | 2,785 | 337,605 | | Chirantan “CJ” Desai(6) | — | — | — | — | | Wayne Edmunds | 100,000 | 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. Rattray | 115,288 | 184,778 | 2,191 | 302,257 | | Linda H. Riefler | 115,000 | 184,778 | 5,911 | 305,689 | | Marcus L. Smith | 120,384 | 184,778 | 2,191 | 307,353 | | Rajat Taneja | 89,736 | 184,778 | 8,771 | 283,285 | | Paula Volent | 99,867 | 184,778 | 2,191 | 286,836 |

  41. 2023 Non-Employee Director Compensation

    (1)Pursuant to MSCI’s Third Amended and Restated Articles of Incorporation, directors hold office for a term expiring at the next annual meeting of shareholders. The Board term beginning 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.

  42. 2023 Non-Employee Director Compensation

    | 2024 PROXY STATEMENT | 55 |

  43. 2023 Non-Employee Director Compensation

    (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.

  44. 2023 Non-Employee Director Compensation

    | Name | Cash | Stock | | 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) |

  45. 2023 Non-Employee Director Compensation

    (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.

  46. 2023 Non-Employee Director Compensation

    | Name | Shares | Cash 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 |

  47. 2023 Non-Employee Director Compensation

    (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.

  48. 2023 Non-Employee Director Compensation

    | 56 | MSCI | Director Compensation and Stock Ownership Guidelines |

  49. Executive Summary

    | Executive Compensation Program | | | | | | | | | | | ELEMENTS | | | | | Fixed Component: | Variable Components: | | | | Base Salary | Annual Incentive Plan | Long-Term Incentive Program | | | PHILOSOPHY Each of the three components has a different purpose. The sum of the base salary, target annual cash incentive and target equity incentive creates a target total compensation. Actual cash incentive and equity incentive payouts are dependent upon the achievement of the relevant AIP and LTIP goals tied directly to the performance of the Company, the product/functional unit and the individual. | | |

  50. Executive Summary

    | Performance-Based Compensation | | | | | SHORT-TERM (Annual Incentive Plan Cash Bonus) | | | LONG-TERM (Equity Grants) | | (70%) Financial Performance | (20%) Key Performance Indicators | (10%) DE&I Goals | •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) | | | | | | | 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) |

  51. Key 2023 Compensation Decisions

    Key 2023 Compensation Decisions We believe our executive compensation program continues to provide effective incentives to our NEOs in leading the Company to achieve strong performance and motivate them to position the Company for future growth and success. With the help of its external independent compensation consultant, Semler Brossy, the Compensation Committee continued to carefully consider relevant internal and external economic and business factors in making decisions relating to our executive compensation program for 2023. The Compensation Committee considered shareholder feedback, reviewed peer compensation analyses, kept apprised of the changing legal and regulatory framework affecting pay practices and reviewed the performance of our NEOs and the Company as a whole. Based on its evaluation of these factors, and following a substantial update to the executive compensation program in 2022 based on shareholder feedback, the Compensation Committee approved our executive compensation program for 2023 that was materially consistent with that approved for 2022 based on its determination that such program continued to further the Company’s strategic objectives. In particular, we believe our LTIP enhances our pay-for-performance culture by incorporating shareholder feedback and reviews and that the LTIP supports the Company’s strategic planning while incentivizing continued stock price appreciation. In 2023, based on feedback received from shareholders to focus on climate considerations in our executive compensation program, we required each Management Committee member to have a meaningful climate goal as part of the KPI component of the AIP, and we expanded our Executive Accountability Framework, which establishes the philosophy and process for assessment of DE&I Goals in our AIP program, to now also cover climate goals. Other changes made to the Company’s executive compensation program in 2023 included the adoption of a new Financial Statement Compensation Recoupment Policy in line with new Exchange Act Rule 10D-1 (“Rule 10D-1”). The key features of the 2023 RSUs, PSUs and PSOs are as follows:

  52. Key 2023 Compensation Decisions

    | RSUs: | | •Granted to NEOs other than the CEO and President and COO •Cliff-vest at the end of a three-year vesting period (reflects a change from prior practice of annual ratable vesting) •Long-term value of underlying stock tied to share price •Ensure a base level of stock ownership to foster long-term alignment with shareholders, which is strengthened through share retention requirements | | PSUs: | | •Granted to all NEOs •Cliff-vest at the end of a three-year performance period •May be earned between 0% and 300% of the target number of shares based on achievement of absolute TSR CAGR performance metric (and between 0% and 200% for 2024 PSU grants); no payout if achievement is below threshold performance level •Realize meaningful value only to the extent that shareholders also realize value •Include one-year post-vest mandatory holding period, where such shares, or rights with respect to such shares, may not be transferred until the expiration of such holding period •Dividend equivalents only paid if and to the extent the underlying award is earned and vests | | PSOs: | | •Granted to all NEOs to further facilitate an “owner-operator” mindset and focus on longer-term strategic goals •Vest upon satisfaction of both a service condition and a performance condition, with the service condition satisfied on the third anniversary of the grant date •May be earned between 0% and 200% of the target number of shares subject to the option based on the combined level of achievement of a cumulative revenue performance goal and a cumulative adjusted EPS performance goal, each weighted at 50% and measured over a three-year performance period; no payout if achievement is below threshold performance level, and any vested PSOs will have no intrinsic value unless the closing share price of MSCI common stock exceeds the relevant exercise price before expiry •Share price of MSCI common stock must exceed exercise price for a participant to realize value |

  53. Executive Compensation Philosophy and Goals

    | | Metric | Alignment to Broader Strategy | | Annual Incentive Plan and Long-Term Incentive Program | Revenue | Represents the top-line measure of our business performance; for the LTIP, measured over a cumulative, three-year basis to align with our strategic planning | | | Adjusted EPS(1) | Measures profitability on a per-share basis, including by adjusting for the after-tax impact of significant one-time, unusual or non-recurring items; for the LTIP, measured over a cumulative, three-year basis to align with our strategic planning; encourages a focus on profitability and expense management | | Annual Incentive Plan Only | Total Net Sales (formerly referred to as Net New Sales) | Represents the amount of new sales net of cancellations | | | Free Cash Flow(1) | Monitors cash flow generation and measures cash after capital investments | | Long-Term Incentive Program Only | TSR CAGR | Measures total company achievement of shareholder returns and encourages sustained value creation |

  54. Executive Compensation Practices

    | | WHAT WE DO | | | ✔Emphasize variable compensation ✔Provide formula-based annual cash incentive opportunities ✔Subject equity awards to rigorous service- and performance-vesting requirements ✔Impose rigorous stock ownership guidelines and requirements on all of our NEOs and other Executive Committee members, with guidelines among the highest multiples of base salary in our peer group ✔12x annual base salary for our CEO and our President and COO ✔8x annual base salary for our other NEOs ✔4x annual base salary for other Executive Committee members ✔Require members of our Executive Committee, including our NEOs, to hold shares equivalent, in the aggregate, to 25% of the net shares they receive (after payment of taxes, exercise price and related costs) from equity awards until they no longer serve on the Executive Committee, reflecting MSCI’s deep commitment to an “owner-operator” culture | | ✔Maintain clawback policies for incentive based-compensation (cash and equity) with provisions that both comply with and extend beyond those required under Rule 10D-1, covering a broad range of detrimental conduct and financial restatements ✔Provide for double-trigger vesting upon a change in control ✔Only pay dividend equivalents on PSUs if and when the underlying award vests ✔Make CEO’s and President and COO’s equity grants entirely in awards tied to performance metrics, to focus on long-term shareholder value creation ✔Retain an independent compensation consultant at the direction of the Compensation Committee to, among other things, further develop an understanding of peer and best practices ✔Incorporate into our AIP program DE&I-related goals for all Managing Directors and climate-related goals for Management Committee members ✔Engage with shareholders and incorporate feedback | | | WHAT WE DON’T DO | | | Do not provide gross-ups to cover excise taxes Do not allow any directors or employees, including all NEOs, to hedge or pledge our common stock, engage in short sales, purchases or sales of options, puts or calls, as well as derivatives such as swaps, forwards or futures or trade on a short-term basis in our common stock | | Do not allow repricing of options or stock appreciation rights awards without shareholder approval Do not provide for “liberal” share recycling when shares are tendered or withheld to satisfy tax withholding obligations or as payment of an option exercise price |

  55. Executive Compensation Process

    | | JANUARY/ EARLY FEBRUARY | •The Compensation Committee reviews and determines the AIP awards for prior-year performance for NEOs based on an assessment of the Company’s achievement of the financial metrics established for the prior year, as well as the executive’s achievement of individual KPIs and DE&I Goals for the prior year. •The CEO makes recommendations to the Compensation Committee on compensation for NEOs (other than his own performance, which is reviewed by the Compensation Committee), and the Compensation Committee takes these recommendations into consideration in reaching its final compensation decisions. When making compensation decisions for our CEO and other NEOs, the Compensation Committee also considers the views of the other independent directors. •Certify achievement of performance metrics applicable to any equity awards granted in prior years. •In most years, establish the AIP structure for the current year, including the applicable AIP financial metrics and target AIP awards for each NEO. •Establish the structure and performance metrics applicable to equity awards to be granted under the LTIP for the current year, and grant equity awards based on a number of factors, including the Company’s recent performance, peer analysis and the executive’s individual performance and potential future contributions. | | | | | | | MARCH | •Consider risks arising from the Company’s incentive compensation plans. •Review investor areas of focus. | | | | | | | APRIL | •Review Say-on-Pay voting recommendations from proxy advisors and the shareholder vote at our annual meeting. •Review and approve KPIs and DE&I Goals for current year’s AIP. | | | | | | | JULY TO OCTOBER | •Review our performance culture. •Review senior management fit for role and potential successors. •Review peer group. •Compensation consultant reports on compensation practices and trends in the industry. •Review design of next year’s executive compensation programs. | | | | | | | NOVEMBER | •NEOs summarize preliminary results against their current-year KPIs and DE&I Goals. •Meet with shareholders to discuss our executive compensation practices and policies and collect feedback. | | | | | | | DECEMBER | •Finalize design of executive compensation program for upcoming year and review preliminary recommendations for actual and target levels of compensation. | | | | | | | ONGOING | •Management provides feedback from shareholder outreach regarding our executive compensation program. •Review progress made on performance metrics. •Monitor performance against financial performance metrics. •Monitor compliance with stock ownership guidelines. •Monitor and assess regulatory developments and new disclosure requirements. |

  56. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee selected and engaged Semler Brossy as its independent compensation consultant to assist with a range of executive compensation matters, including the overall design of our executive compensation program, evaluation and selection of peer group companies, provision of competitive market data and other matters related to our NEO compensation program. During 2023, Semler Brossy was present at all Compensation Committee meetings, other than the Compensation Committee’s annual in-depth review of senior leader progression planning, and consulted on executive compensation matters, including by reviewing agendas and preparing materials in advance of each meeting and sharing peer and best practices with management and the Compensation Committee, as appropriate. The Compensation Committee recognizes that it is important to receive objective advice from its outside advisor and regularly meets with Semler Brossy in Executive Session without management’s attendance. Semler Brossy reports directly to the Compensation Committee, which, pursuant to its charter, maintains sole responsibility for retaining or terminating the compensation consultant. Semler Brossy did not provide any other services to MSCI during 2023.

  57. Executive Compensation Considerations

    Executive Compensation Considerations The Compensation Committee considers a range of factors in determining compensation components and setting compensation amounts. In addition to reviewing NEO performance against annual goals, various financial and operational metrics, KPIs and DE&I Goals, the Compensation Committee reviews peer group analyses provided by Semler Brossy (used as a reference without benchmarking to a specified target) and shareholder feedback. The weight attributed to each individual factor may change from time to time, depending on the circumstances of such decisions. We believe this continues to be the best approach for the Company, as it enables the Compensation Committee to balance competing interests, address evolving priorities and meet Company objectives.

  58. 2023 Say-on-Pay Vote Results

    | RECENT ENHANCEMENTS IN RESPONSE TO SHAREHOLDER FEEDBACK | | | | | | WHAT WE HEARD | | WHAT WE DID | | WHY | | Request to lower the PSU payout maximum | | Beginning with awards granted in 2024, we lowered the payout maximum for 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 climate considerations in executive compensation program | | In 2023, we required 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 to include our philosophy for setting climate goals | | We believe that our most senior leaders should contribute to the Company’s climate goals by setting individual related goals | | Greater support for an “owner-operator” culture through enhanced share retention | | In 2022, the Compensation Committee further amended our stock ownership guidelines to adopt more rigorous requirements that reflect among the highest multiples of base salary in our peer group | | We believe that significant stock ownership at the senior-most levels of leadership promote an “owner-operator” culture and focus our senior leaders on long-term shareholder value creation | | Inclusion of financial and operating metrics in LTIP awards | | In 2022, we incorporated PSOs into our LTIP that are earned based on the combined level of achievement of operating and financial metrics measured over a cumulative three-year performance period | | We believe that grants of PSOs with a focus on financial and operating metrics that complement the TSR metric used in PSUs provide greater incentives for the execution of the Company’s strategic plan | | Request for disclosure around how our Compensation Committee assessed performance for purposes of DE&I Goals | | In 2022, we added disclosure regarding NEO performance with respect to DE&I Goals as well as the Company-wide approach to assessing performance against DE&I Goals through our Executive Accountability Framework | | We believe it is important to convey transparent information about the achievement of DE&I Goals by our senior leaders as well as our framework for assessing those goals | | Enhance retention and promote long-term shareholder value creation | | In 2022, we revised the vesting structure of annual RSU grants to cliff-vest 100% at the end of a three-year service period (rather than annual ratable vesting over a three-year period) | | We believe cliff-vesting further enhances our pay-for-performance culture |

  59. Peer Groups

    Peer Groups To ensure competitiveness of compensation structures and pay levels for our NEOs, the Compensation Committee conducts an annual review of peer company compensation data. Each year, prior to beginning this review, the Compensation Committee examines the composition of companies previously considered our peer companies to make certain that the selected companies continue to be relevant as evaluated according to the following screening criteria: •Scale, to reflect similar size and complexity; •Geographic footprint, to reflect business structure and international complexity; •Public ownership structure, to ensure availability of data; •Competitors for talent; and •Similar business model.

  60. Peer Groups

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  61. Peer Groups

    The peer group used to inform fiscal 2023 pay decisions for our NEOs was comprised of 15 companies that, in aggregate, approximated MSCI’s size, scope of operations and operating metrics. In particular, the group was selected such that it, in aggregate: •Approximated MSCI’s size on a revenue basis for fiscal 2023; •Reflected MSCI’s high-margin, high-valuation operating metrics and international reach; and/or •Represented the competitive talent market for financial technology, research and consulting, and data systems/information technology companies.

  62. Peer Groups

    | Company | Ticker | GICS Classification | | MSCI Inc. | MSCI | Financials—Capital Markets—Financial Exchanges and Data | | Aspen Technology, Inc. | AZPN | Information Technology—IT Services—Application Software | | Black Knight, Inc. | BKI | Information Technology—IT Services—Data Processing and Outsourced Services | | Dun & Bradstreet Holdings, Inc. | DNB | Industrials—Professional Services—Research and Consulting Services | | Equifax Inc. | EFX | Industrials—Professional Services— Research and Consulting Services | | FactSet Research Systems Inc. | FDS | Financials—Capital Markets—Financial Exchanges and Data | | Fair Isaac Corporation | FICO | Information Technology—Software—Application Software | | Gartner, Inc. | IT | Information Technology—IT Services—IT Consulting and Other Services | | MarketAxess Holdings Inc. | MKTX | Financials—Capital Markets—Financial Exchanges and Data | | Moody’s Corporation | MCO | Financials—Capital Markets—Financial Exchanges and Data | | Morningstar, Inc. | MORN | Financials—Capital Markets—Financial Exchanges and Data | | SEI Investments Company | SEIC | Financials—Capital Markets—Asset Management and Custody Banks | | S&P Global Inc. | SPGI | Financials—Capital Markets—Financial Exchanges and Data | | SS&C Technologies Holdings, Inc. | SSNC | Information Technology—Software—Application Software | | TransUnion | TRU | Information Technology—Software—Application Software | | Verisk Analytics, Inc. | VRSK | Industrials—Professional Services—Research and Consulting Services |

  63. Review for 2024

    Review for 2024 In its annual review of the executive compensation peer group for 2024, the Compensation Committee undertook a holistic review of the executive compensation peer group and determined the group to be sufficiently robust for market comparisons and balances. The Compensation Committee also continues to monitor companies in the industry with comparable financial and business fit factors and also examines the current peer group for any business changes. In addition, the Committee reviews the degree of overlap with proxy advisory peer companies. Based on this review, the Compensation Committee maintained the same peer group, as the selected companies met the same criteria described above for 2023 and the group continued to be an appropriate size. As Black Knight, Inc. was recently acquired by Intercontinental Exchange, Inc., the combined company will be evaluated in next year's review.

  64. Elements of Executive Compensation

    | Compensation Element | Type of Pay | Purpose | 2023 Program | | ANNUAL BASE SALARY STARTS ON PAGE 70 | Fixed – Cash | Provides certainty and predictability to meet ongoing living and other financial commitments Guaranteed compensation in exchange for investing in a career with MSCI | •The only fixed component of our executive compensation program •For 2023, represented 7% of our CEO's target total compensation and an average of 13% of our other NEOs' total target compensation | | ANNUAL INCENTIVE (Cash Bonus) STARTS ON PAGE 71 | Variable, Short-Term, Performance-Based – Cash | Provides a competitive annual cash bonus opportunity Intended to drive one-year performance results against financial targets and other Company, individual and leadership-focused goals | •Metrics vary by executive, but include: •Financial Metrics (70% weighting); for NEOs consisting of: •Revenue •Adjusted EPS •Total Net Sales (formerly referred to as Net New Sales) •Free Cash Flow •Key Performance Indicator/Leadership Effectiveness Goals (20% weighting) •DE&I Goals (10% weighting) | | LONG-TERM INCENTIVES STARTS ON PAGE 75 | Variable, Long-Term, Time and Performance-Based – Equity •RSUs •PSUs •PSOs | Fosters an “owner-operator” mindset; closely aligns management’s interests with the long-term interests of our shareholders Promotes the retention of key members of our management team | •RSUs which cliff vest after a three-year vesting period •PSUs which vest based on achievement of an absolute TSR performance metric over a cumulative 3-year performance period, with a 1-year post-vesting mandatory holding period •PSOs with a three-year performance period which vest based on the combined level of achievement of a cumulative adjusted EPS performance metric and a cumulative revenue performance metric •Each of Messrs. Fernandez and Pettit received 100% of their LTIP awards in 2023 in the form of performance awards, with 50% in the form of PSUs and 50% in the form of PSOs, with other NEOs receiving a mix of 30% RSUs, 35% PSOs and 35% PSUs |

  65. Variable Compensation

    Variable Compensation The variable compensation actually paid to our NEOs is subject to performance metrics that are designed to (i) emphasize pay for performance, (ii) balance short-term and long-term incentives, and (iii) take into account input from our shareholders. The variable elements of our target-based incentive compensation program include: (1)an annual cash incentive component; and (2)a long-term equity incentive component. In determining target cash and equity incentive compensation amounts for each NEO, the Compensation Committee takes into account a number of factors, including: the differences in relative responsibilities; experience and performance in role; the ability to impact overall Company performance; Company, product segment and individual performance; and historical compensation and peer group analyses (used as a reference without benchmarking to a specified target). There is no minimum amount of variable compensation payable to the NEOs. The Compensation Committee makes determinations, in its discretion, as to the amounts of variable compensation awarded based on program metrics and individual performance, subject to the terms of any applicable plan or arrangement.

  66. Annual Cash Incentives

    Annual Cash Incentives The Company awards annual cash incentives pursuant to the Company’s AIP, which closely aligns management’s interests with those of shareholders by employing a formulaic approach that considers specific financial metrics and individual KPIs and DE&I Goals when determining cash incentives. Under the AIP, each NEO is eligible to earn an annual target cash incentive and may receive between 0% and 150% of their target cash incentive opportunity based on attainment of the level of certain financial performance metrics (together, weighted at 70%), individual KPIs (weighted at 20%) and DE&I Goals (weighted at 10%). The Compensation Committee believes that subjecting 70% of the target cash incentive to pre-established performance targets further promotes shareholder value creation by more directly aligning executive compensation with Company financial performance and strategic goal attainment. The following table sets forth the target cash incentive opportunity for each NEO in respect of 2023, as well as the financial, KPI and DE&I weightings under the AIP for 2023.

  67. Annual Cash Incentives

    | | | | Financial Component—Overall Weighting of 70% | | | | | | | | | | MSCI Metrics | | | | | | | Name | 2023 Target Cash Incentive ($) | | Revenue | Adjusted EPS | Total Net Sales | Free Cash Flow | KPIs | DE&I Goals | | Henry A. Fernandez | | 1,400,000 | 20.0% | 30.0% | 40.0% | 10.0% | 20.0% | 10.0% | | Andrew C. Wiechmann | | 750,000 | 20.0% | 30.0% | 40.0% | 10.0% | 20.0% | 10.0% | | C. D. Baer Pettit(1) | | 1,118,990 | 20.0% | 30.0% | 40.0% | 10.0% | 20.0% | 10.0% | | Scott A. Crum | | 700,000 | 20.0% | 30.0% | 40.0% | 10.0% | 20.0% | 10.0% | | Robert J. Gutowski | | 650,000 | 20.0% | 30.0% | 40.0% | 10.0% | 20.0% | 10.0% |

  68. Annual Cash Incentives

    (1)The 2023 target annual cash incentive opportunity reflected in the table above for Mr. Pettit was converted from British pounds sterling to U.S. dollars using the fiscal year average of daily spot rates of £1 to $1.243322 for fiscal 2023. Mr. Pettit’s actual 2023 target cash incentive amount was £900,000.

  69. Financial Component

    | | | Threshold | | Target | | Maximum | | Actual | | | Metrics | Target $mm(1) | % Of Target | Payout (% Of Opportunity) | % Of Target | Payout (% Of Opportunity) | % Of Target | Payout (% Of Opportunity) | % Of Target | Payout (% Of Opportunity) | | MSCI Revenue | 2,467.7 | 95% | 50% | 100% | 100% | 105% | 150% | 102.5% | 124.8% | | MSCI Adjusted EPS | 12.55 | 90% | 50% | 100% | 100% | 110% | 150% | 107.7% | 138.6% | | MSCI Total Net Sales | 341.0 | 70% | 50% | 100% | 100% | 130% | 150% | 77.9% | 63.1% | | Free Cash Flow | 1,063.3 | 85% | 50% | 100% | 100% | 115% | 150% | 107.7% | 125.7% |

  70. KPI Component and DE&I Goals Component

    | | 2023 Target | 2023 Financial Payout (70% Weighting at Target) | | 2023 KPI Payout (20% Weighting at Target) | | 2023 DE&I Goals Payout (10%) | | 2023 Total Actual Cash Incentive | | | Name | Cash Incentive ($) | Value ($) | As % of Target | Value ($) | As % of Target | Value ($) | As % of Target | Value ($) | As % of Target | | Henry A. Fernandez | 1,400,000 | 1,022,829 | 104.4% | 280,001 | 100.0% | 147,000 | 105.0% | 1,449,830 | 103.56% | | Andrew C. Wiechmann | 750,000 | 547,944 | 104.4% | 150,006 | 100.0% | 78,750 | 105.0% | 776,700 | 103.56% | | C. D. Baer Pettit(1) | 1,118,990 | 817,525 | 104.4% | 223,807 | 100.0% | 117,494 | 105.0% | 1,158,826 | 103.56% | | Scott A. Crum | 700,000 | 511,414 | 104.4% | 140,006 | 100.0% | 73,500 | 105.0% | 724,920 | 103.56% | | Robert J. Gutowski | 650,000 | 474,885 | 104.4% | 130,005 | 100.0% | 68,250 | 105.0% | 673,140 | 103.56% |

  71. Long-Term Equity Incentive Compensation Program

    Long-Term Equity Incentive Compensation Program The Compensation Committee believes that MSCI’s executive compensation program should reinforce a pay-for-performance culture that aligns the interests of our senior executives with those of our shareholders by incorporating the achievement of multi-year performance metrics into variable compensation awards (in addition to the annual financial metrics applicable to cash incentive awards under the AIP). While equity-based awards are typically granted on an annual basis under our LTIP, we also periodically grant off-cycle LTIP awards (e.g., for new hire grants, replacement grants, retention grants, etc.). The grant date for any such awards typically occurs once a quarter, on the third full day after a quarterly earnings release.

  72. Long-Term Equity Incentive Compensation Program

    | 76 | MSCI | Compensation Matters |

  73. Long-Term Equity Incentive Compensation Program

    In 2023, the Compensation Committee approved an LTIP program that was materially consistent with the program approved in 2022. In 2022, in response to shareholder feedback and after a comprehensive review process, the Compensation Committee further enhanced our pay-for-performance culture by (i) introducing PSOs into the annual equity award mix that are earned and vest based on achievement of two equally-weighted performance metrics that are directly linked to the Company’s strategic planning—cumulative revenue and cumulative adjusted EPS—each measured over a cumulative three-year performance period, and (ii) revising the vesting structure of annual RSU grants to cliff-vest 100% at the end of a three-year service period (rather than annual ratable vesting over a three-year period). We believe that the cumulative revenue and cumulative adjusted EPS performance metrics will align our executives’ interest with those of our shareholders and drive focus on achievement of longer-term strategic goals. Additionally, to support our “owner-operator” culture, in 2023 the Compensation Committee retained a one-year post-vest mandatory holding period to our annual PSUs, including those that were granted to our NEOs, where such shares, or rights with respect to such shares, may not be sold, transferred or otherwise disposed of until the expiration of such holding period. The Compensation Committee believes that the emphasis of the LTIP on performance-based awards in the form of PSUs and PSOs provides greater incentives for the execution by Executive Committee members of the Company’s strategic plan and the creation of additional value-enhancing corporate development initiatives.

  74. 2023 Equity Mix

    2023 Equity Mix The table below sets forth the allocation of 2023 RSUs, PSUs and PSOs granted to the NEOs. As reflected in the table below, in 2023, Mr. Fernandez and Mr. Pettit received 100% of their equity incentive compensation in the form of PSUs and PSOs.

  75. 2023 Equity Mix

    | Vehicle | CEO | President and COO | Other NEOs | | RSUs | 0% | 0% | 30% | | PSUs | 50% | 50% | 35% | | PSOs | 50% | 50% | 35% |

  76. 2023 Equity Mix

    In determining the target value of 2023 RSUs, PSUs and PSOs, the Compensation Committee took into consideration the executive’s performance and potential future contributions, the executive’s overall career experience, peer group analyses, and the risk profile of the compensation program for the executive. The table below sets forth the target value for each NEO’s equity awards for 2023. Under SEC disclosure rules, we are required to disclose the accounting value for the RSUs, PSUs and PSOs granted to the NEOs in 2023 in “Executive Compensation Tables—Summary Compensation Table” below. As such, the target values reflected in the table below may differ from the amounts set forth in the Summary Compensation Table for such awards for 2023.

  77. 2023 Equity Mix

    | Name | RSUs ($) | PSUs ($) | PSOs ($) | | Henry A. Fernandez | — | 5,500,000 | 5,500,000 | | Andrew C. Wiechmann | 630,000 | 735,000 | 735,000 | | C.D. Baer Pettit | — | 3,100,000 | 3,100,000 | | Scott A. Crum | 555,000 | 647,500 | 647,500 | | Robert J. Gutowski | 405,000 | 472,500 | 472,500 |

  78. RSUs

    RSUs RSUs are inherently aligned with the interest of our shareholders because they are linked to share price appreciation. They also increase the retentive value of our overall compensation program. RSUs granted in 2023 cliff-vest after a three-year service period, subject generally to the executive’s continued employment with the Company. While these RSU awards do not have explicit performance-vesting conditions, the ultimate value that will be delivered to our NEOs from these awards depends on our future stock price performance.

  79. PSUs

    PSUs The PSUs granted in 2023 will cliff-vest on February 1, 2026, subject generally to the executive’s continued employment with the Company and the Company’s level of achievement of the applicable absolute TSR CAGR performance metric measured over a three-year performance period. The 2023 PSUs are eligible to vest between 0% and 300% of target. The 2023 PSUs include a one-year post-vest mandatory holding period, where such shares, or rights with respect to such shares, may not be sold, transferred or otherwise disposed of until the expiration of such holding period.

  80. PSUs

    | 2024 PROXY STATEMENT | 77 |

  81. PSUs

    The table below sets forth the TSR CAGR performance percentage for the 2023 PSUs. There will be interpolation (rounded to two decimal places) to derive a TSR CAGR performance percentage that is not expressly set forth in the table below, and any resulting fractional shares will be rounded down to the nearest whole share.

  82. PSUs

    | TSR CAGR (%) | Performance Percentage (%) | | ≥ 30.0 (maximum) | 300 | | 20.0 | 200 | | 10.0 (target) | 100 | | 9.0 | 50 | | 8.0 (threshold) | 25 | | < 8.0 | No Vesting |

  83. PSUs

    The Compensation Committee established the above TSR performance goal percentages applicable to the 2023 PSUs after considering historical 3-year TSR performance of S&P 500 companies and MSCI’s business projections. The Compensation Committee believes that the applicable threshold, target and maximum goals established for the PSU vehicle in 2023 represent rigorous hurdles that would ultimately deliver significant shareholder value creation if achieved, as evidenced by the fact that achievement of the TSR performance goals at the threshold performance levels applicable to the 2023 PSUs would translate to substantial growth in our shareholders’ investments over such performance period, as reflected in the chart below.

  84. 2019 PSU Award Payouts

    2019 PSU Award Payouts The five-year performance period applicable to the PSUs granted to each of Messrs. Fernandez, Wiechmann, Pettit, Crum and Gutowski on February 6, 2019 concluded on February 5, 2024 and resulted in the following level of achievement:

  85. 2019 PSU Award Payouts

    | | Performance Period: 2019-2024 | | | | Performance Metric | Target | Achievement | % Payout | | TSR CAGR | 10.00% | 20.00% | 200% |

  86. 2019 PSU Award Payouts

    Actual achievement of the TSR CAGR performance metric was 20%, which resulted in a payout of 200% of the target number of PSUs. Following the performance adjustment certified by the Compensation Committee, Mr. Fernandez received 84,022 PSUs, Mr. Wiechmann received 1,356 PSUs, Mr. Pettit received 23,266 PSUs, Mr. Crum received 5,686 PSUs and Mr. Gutowski received 1,356 PSUs, all of which vested and converted to shares on February 5, 2024.

  87. 2021 PSU Award Payouts

    2021 PSU Award Payouts The three-year performance period applicable to the PSUs granted to each of Messrs. Fernandez, Wiechmann, Pettit, Crum and Gutowski on February 3, 2021 concluded on February 2, 2024 and resulted in the following level of achievement:

  88. 2021 PSU Award Payouts

    | | Performance Period: 2021-2024 | | | | Performance Metric | Target | Achievement | % Payout | | TSR CAGR | 10.00% | 10.10% | 101% |

  89. 2021 PSU Award Payouts

    Actual achievement of the TSR CAGR performance metric was 10.10%, which resulted in a payout of 101% of the target number of PSUs. Following the performance adjustment certified by the Compensation Committee, Mr. Fernandez received 7,298 PSUs, Mr. Wiechmann received 765 PSUs, Mr. Pettit received 3,892 PSUs, Mr. Crum received 1,021 PSUs and Mr. Gutowski received 765 PSUs, all of which vested and converted to shares on February 5, 2024.

  90. 2024 Long-Term Equity Incentive Compensation Program

    2024 Long-Term Equity Incentive Compensation Program In 2024, the Compensation Committee continued to place a strong emphasis on maintaining and enhancing our “owner-operator” culture by granting a significant portion of equity incentive awards in the form of performance-based awards, specifically PSUs and PSOs. As noted under “Shareholder Engagement” above, based on feedback received from shareholders, the Compensation Committee reduced the payout maximum under the 2024 annual PSUs from 300% to 200% of the target number of shares granted. In addition, the Compensation Committee determined that it would be appropriate to rebalance the equity mix for our NEOs (as set forth in the table below) to place greater emphasis on PSOs to highlight the importance of the operating metrics that underlie the performance condition for the PSOs: cumulative revenue and cumulative adjusted EPS. Other factors that the Compensation Committee considered when increasing the weighting of PSOs for our NEOs include: the PSOs’ longer-term orientation through a 10-year option term, and the need for stock price appreciation—in addition to achievement against the performance goals—for the PSOs to deliver value to participants. For 2024, the Compensation Committee approved modest increases in annual long-term incentive compensation for our NEOs after consideration of several factors, including peer group market data and competitive practices. In 2024, the Compensation Committee did not make any changes to annual base salary or annual target cash incentive compensation for our NEOs.

  91. 2024 Long-Term Equity Incentive Compensation Program

    | 2024 PROXY STATEMENT | 79 |

  92. 2024 Equity Mix

    2024 Equity Mix The table below sets forth the allocation of 2024 RSUs, PSUs and PSOs granted to the NEOs. Please see page 76 for the allocation of 2023 RSUs, PSUs and PSOs granted to the NEOs.

  93. 2024 Equity Mix

    | Vehicle | CEO | President and COO | Other NEOs | | RSUs | 0% | 0% | 30% | | PSUs | 30% | 30% | 30% | | PSOs | 70% | 70% | 40% |

  94. 2024 Equity Mix

    The table below sets forth the amounts for each NEO’s 2024 equity awards under the LTIP:

  95. 2024 Equity Mix

    | Name | RSUs ($) | PSUs ($) | PSOs ($) | | Henry A. Fernandez | — | 3,480,000 | 8,120,000 | | Andrew C. Wiechmann | 795,000 | 795,000 | 1,060,000 | | C.D. Baer Pettit | — | 1,950,000 | 4,550,000 | | Scott A. Crum | 600,000 | 600,000 | 800,000 | | Robert J. Gutowski | 435,000 | 435,000 | 580,000 |

  96. Employment Agreements

    Employment Agreements All of the NEOs are employed on an “at-will” basis, and the Company does not have any individual employment agreements with the NEOs providing for a fixed duration of employment. As a result, the Company has the flexibility to alter or revise its compensation programs as circumstances dictate. Under Mr. Wiechmann’s offer letter with the Company and Mr. Pettit’s employment letter with a subsidiary of the Company, in the event of an involuntary termination of employment without cause, each of Messrs. Wiechmann and Pettit is eligible to receive, subject to his compliance with certain conditions, (i) a lump sum cash payment equal to the sum of his then-current annual base salary plus target annual bonus opportunity and (ii) a prorated cash bonus under the AIP for the year of termination based on actual performance through the date of termination (as of December 31, 2023, assuming 100% achievement of the annual bonus opportunity, such amounts would have equaled $2,050,000 for Mr. Wiechmann and $3,015,056 for Mr. Pettit; the amount for Mr. Pettit is shown as being paid in British pounds sterling and converted to U.S. dollars using the fiscal year average of daily spot rates of £1 to $1.243322 for fiscal 2023). In addition, we maintain a Change in Control Severance Plan for the benefit of eligible senior executives of the Company (including the NEOs) that provides for severance benefits on a “double-trigger” basis—i.e., in the event of a qualifying termination of the executive’s employment by the Company without “cause” or by the participant for “good reason” in connection with a change in control. Additional information on post-termination and change in control benefits for our NEOs, assuming a qualifying event occurred as of December 31, 2023, is provided in the section titled “Potential Payments upon Termination or Change in Control,” on page 89 of this Proxy Statement.

  97. Employment Agreements

    | 80 | MSCI | Compensation Matters |

  98. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation Committee believes that the design, implementation and governance of our executive compensation program are consistent with high standards of risk management. Our executive compensation program reflects an appropriate mix of compensation elements, balancing current and long-term performance objectives, cash and equity compensation, and risks and rewards. •The compensation framework used for making compensation decisions is multi-faceted as it incorporates multiple metrics over varying time periods and is subject to the application of informed judgment by the Compensation Committee. •To further ensure that the interests of our NEOs are aligned with those of our shareholders, a significant portion of executive officer long-term incentive compensation is awarded as equity subject to vesting requirements. Awards vest over a multi-year period, and in the case of performance-based awards, vest based on achievement of applicable performance goals at the end of a relevant performance period. •Executive Committee members are required to meet the applicable stock ownership guidelines described under “Stock Ownership Guidelines” on page 80 of this Proxy Statement. •Incentive compensation is subject to the clawback policies described under “Clawback Policies” on page 81 of this Proxy Statement. Based on these features, we believe our executive compensation program effectively (i) ensures that our compensation opportunities do not encourage excessive risk taking, (ii) keeps our NEOs focused on the creation of long-term, sustainable value for our shareholders and (iii) provides competitive and appropriate levels of compensation over time. In 2023, the Compensation Committee reviewed our compensation policies as generally applicable to all of our employees and believes that our policies do not encourage excessive or unnecessary risk-taking and that any level of risk they do encourage is not reasonably likely to have a material adverse effect on the Company. Semler Brossy assisted the Compensation Committee with its review of our compensation program by reviewing materials provided by management related to our compensation program, including the Company’s LTIP. The Compensation Committee also reviewed materials previously prepared by a third-party consultant related to certain of the Company’s variable incentive plans, including the AIP, from a risk and governance perspective.

  99. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation paid or awarded by MSCI to the Company’s NEOs during fiscal years 2023, 2022 and 2021. Certain amounts paid to Mr. Pettit accrued in British Pounds Sterling. In the tables below, where applicable, these amounts were converted to U.S. dollars using the fiscal year average of daily spot rates of £1 to $1.243322, $1.237435 and $1.375710 for fiscal 2023, 2022 and 2021, respectively.

  100. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4)(5)(6)(7) | Total ($) | | Henry A. Fernandez Chairman and Chief Executive Officer | 2023 | 1,000,000 | — | 5,500,207 | 5,500,190 | 1,449,830 | 342,918 | 13,793,145 | | | 2022 | 1,000,000 | — | 5,000,359 | 5,000,159 | 1,246,410 | 751,888 | 12,998,816 | | | 2021 | 1,000,000 | — | 7,499,592 | — | 1,816,100 | 22,620 | 10,338,312 | | Andrew C. Wiechmann Chief Financial Officer | 2023 | 550,000 | — | 1,366,050 | 735,092 | 776,700 | 55,616 | 3,483,458 | | | 2022 | 550,000 | — | 845,907 | 455,129 | 667,720 | 59,999 | 2,578,755 | | | 2021 | 500,000 | — | 899,268 | — | 766,330 | 68,780 | 2,234,378 | | C.D. Baer Pettit President and Chief Operating Officer | 2023 | 777,076 | — | 3,100,354 | 3,100,111 | 1,158,826 | 295,318 | 8,431,685 | | | 2022 | 773,397 | — | 2,750,574 | 2,750,054 | 985,951 | 419,430 | 7,679,406 | | | 2021 | 859,819 | — | 3,999,665 | — | 1,593,746 | 90,215 | 6,543,445 | | Scott A. Crum Chief Human Resources Officer | 2023 | 550,000 | — | 1,202,643 | 647,637 | 724,920 | 83,436 | 3,208,636 | | | 2022 | 550,000 | — | 1,073,366 | 577,579 | 623,210 | 132,974 | 2,957,129 | | | 2021 | 550,000 | — | 1,473,932 | — | 908,050 | 33,857 | 2,965,839 | | Robert J. Gutowski General Counsel | 2023 | 500,000 | — | 878,313 | 472,531 | 673,140 | 49,370 | 2,573,354 | | | 2022 | 500,000 | — | 780,269 | 420,119 | 578,690 | 56,813 | 2,335,891 | | | 2021 | 450,000 | — | 899,268 | — | 836,690 | 55,823 | 2,241,781 |

  101. Summary Compensation Table

    (1)Mr. Pettit’s 2023 base salary rate was £625,000. (2)Represents the grant date fair value of stock and option awards granted during each fiscal year, as computed in accordance with FASB ASC Topic 718-10, excluding the effect of estimated forfeitures, and does not reflect whether the NEO will actually receive a financial benefit from the award. The awards reported in this column were granted in February 2021, February 2022 and February 2023 as part of the annual compensation process. The following table represents the grant date fair value of stock and option awards granted during February 2023:

  102. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding awards granted to our NEOs during fiscal 2023.

  103. Grants of Plan-Based Awards

    | Name | Type of Award | Grant Date | Compensation Committee Action Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Henry A. Fernandez | AIP | — | 1/25/2023 | — | 1,400,000 | 2,100,000 | — | — | — | — | — | — | | | PSU(4) | 2/2/2023 | 1/25/2023 | — | — | — | — | 8,001 | 24,003 | — | — | 5,500,207 | | | PSO(5) | 2/2/2023 | 1/25/2023 | — | — | — | — | 27,924 | 55,848 | — | 554.52 | 5,500,190 | | Andrew C. Wiechmann | AIP | — | 1/25/2023 | — | 750,000 | 1,125,000 | — | — | — | — | — | — | | | RSU(3) | 2/2/2023 | 1/25/2023 | — | — | — | — | — | — | 1,137 | — | 630,489 | | | PSU(4) | 2/2/2023 | 1/25/2023 | — | — | — | — | 1,070 | 3,210 | — | — | 735,561 | | | PSO(5) | 2/2/2023 | 1/25/2023 | — | — | — | — | 3,732 | 7,464 | — | 554.52 | 735,092 | | C.D. Baer Pettit(2) | AIP | — | 1/25/2023 | — | 1,118,990 | 1,678,485 | — | — | — | — | — | — | | | PSU(4) | 2/2/2023 | 1/25/2023 | — | — | — | — | 4,510 | 13,530 | — | — | 3,100,354 | | | PSO(5) | 2/2/2023 | 1/25/2023 | — | — | — | — | 15,739 | 31,478 | — | 554.52 | 3,100,111 | | Scott A. Crum | AIP | — | 1/25/2023 | — | 700,000 | 1,050,000 | — | — | — | — | — | — | | | RSU(3) | 2/2/2023 | 1/25/2023 | — | — | — | — | — | — | 1,001 | — | 555,075 | | | PSU(4) | 2/2/2023 | 1/25/2023 | — | — | — | — | 942 | 2,826 | — | — | 647,568 | | | PSO(5) | 2/2/2023 | 1/25/2023 | — | — | — | — | 3,288 | 6,576 | — | 554.52 | 647,637 | | Robert J. Gutowski | AIP | — | 1/25/2023 | — | 650,000 | 975,000 | — | — | — | — | — | — | | | RSU(3) | 2/2/2023 | 1/25/2023 | — | — | — | — | — | — | 731 | — | 405,354 | | | PSU(4) | 2/2/2023 | 1/25/2023 | — | — | — | — | 688 | 2,064 | — | — | 472,959 | | | PSO(5) | 2/2/2023 | 1/25/2023 | — | — | — | — | 2,399 | 4,798 | — | 554.52 | 472,531 |

  104. Grants of Plan-Based Awards

    (1)Represents the target and maximum payouts with respect to the AIP for 2023. There are no threshold or minimum payouts under the AIP. For additional information regarding the AIP, see “Compensation Discussion and Analysis–Variable Compensation–Annual Cash Incentives” above. (2)Mr. Pettit’s 2023 AIP payment was £932,040. (3)Represents service vesting RSUs granted during 2023 that cliff-vest on February 2, 2026, subject to continued service through the vesting date. (4)Represents the target number of PSUs granted during 2023 that cliff-vest at the end of a three-year performance period from February 2, 2023 to February 1, 2026, subject to achievement of a TSR CAGR performance metric and continued service through the last day of the performance period. The actual number of PSUs will be determined at the end of the performance period and may be adjusted down to 0% or up to 300% of the target amount. (5)Represents the target number of PSOs granted during 2023 that cliff-vest and become exercisable on the third anniversary of the grant date, subject to the combined level of achievement of (i) a cumulative revenue performance goal and (ii) a cumulative adjusted EPS performance goal, in each case measured over a cumulative three-year performance period from January 1, 2023 to December 31, 2025. The actual number of PSOs will be determined at the end of the performance period and may be adjusted down to 0% or up to 200% of the target amount. (6)Represents the grant date fair value of stock and option awards as computed in accordance with FASB ASC Subtopic 718-10. The grant date fair value for the RSUs was based on the closing share price of MSCI common stock on the trading day preceding the grant date or service inception date. For PSUs, the grant date fair value is based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Subtopic 718-10. For PSOs, the grant date fair value was calculated using the Black-Scholes option pricing model, in accordance with FASB ASC Subtopic 718-10. For the values of the PSUs and PSOs, assuming attainment of the maximum level of the performance conditions, see footnote 2 to the “Summary Compensation Table” above.

  105. Grants of Plan-Based Awards

    | 2024 PROXY STATEMENT | 87 |

  106. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows the number of shares covered by outstanding PSOs, RSUs, PSUs held by each of our NEOs on December 31, 2023, which units remain subject to forfeiture and cancellation provisions.

  107. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | Stock Awards | | | | | Name | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Henry A. Fernandez | | | | — | — | 181,297 | 102,550,648 | | | 55,848(2) | 554.52 | 2/2/2033 | | | | | | | 29,564(1) | 549.83 | 2/3/2032 | | | | | | Andrew C. Wiechmann | | | | 2,062 | 1,166,370 | 6,757 | 3,822,097 | | | 7,464(2) | 554.52 | 2/2/2033 | | | | | | | 2,691(1) | 549.83 | 2/3/2032 | | | | | | C.D. Baer Pettit | | | | — | — | 69,098 | 39,085,284 | | | 31,478(2) | 554.52 | 2/2/2033 | | | | | | | 16,260(1) | 549.83 | 2/3/2032 | | | | | | Scott A. Crum | | | | 2,408 | 1,362,085 | 15,342 | 8,678,202 | | | 6,576(2) | 554.52 | 2/2/2033 | | | | | | | 3,415(1) | 549.83 | 2/3/2032 | | | | | | Robert J. Gutowski | | | | 1,601 | 905,606 | 5,806 | 3,284,164 | | | 4,798(2) | 554.52 | 2/2/2033 | | | | | | | 2,484(1) | 549.83 | 2/3/2032 | | | | |

  108. Outstanding Equity Awards at Fiscal Year-End

    (1)Represents the award of PSOs that was granted on February 3, 2022, which 2022 PSOs were unexercised and unearned as of December 31, 2023 and remain subject to performance adjustment and forfeiture provisions. These values represent the number of 2022 PSOs each NEO would receive upon vesting, assuming target attainment of the applicable performance goals. This column does not give effect to retirement provisions as detailed below under “—Potential Payments Upon Termination or Change in Control—Equity Acceleration.” (2)Represents the award of PSOs that was granted on February 2, 2023, which 2023 PSOs were unexercised and unearned as of December 31, 2023 and remain subject to performance adjustment and forfeiture provisions. These values represent the number of 2023 PSOs each NEO would receive upon vesting, assuming maximum attainment of the applicable performance goals. This column does not give effect to retirement provisions as detailed below under “—Potential Payments Upon Termination or Change in Control—Equity Acceleration.” (3)Represents unvested RSUs outstanding as of December 31, 2023. This column does not give effect to retirement provisions as detailed below under “—Potential Payments Upon Termination or Change in Control—Equity Acceleration.” The number of RSUs included in this table vest on the following dates for each NEO:

  109. Outstanding Equity Awards at Fiscal Year-End

    | | Number of RSUs By Vesting Date | | | | | Name | 2/4/2024 | 2/3/2025 | 2/2/2026 | Total | | Henry A. Fernandez | — | — | — | — | | Andrew C. Wiechmann | 215 | 710 | 1,137 | 2,062 | | C.D. Baer Pettit | — | — | — | — | | Scott A. Crum | 506 | 901 | 1,001 | 2,408 | | Robert J. Gutowski | 215 | 655 | 731 | 1,601 |

  110. Outstanding Equity Awards at Fiscal Year-End

    (4)The market value of outstanding RSUs is based on a share price of $565.65, the closing share price of MSCI common stock on December 29, 2023, rounded to the nearest whole number.

  111. Outstanding Equity Awards at Fiscal Year-End

    | 88 | MSCI | Compensation Matters |

  112. Outstanding Equity Awards at Fiscal Year-End

    (5)Represents outstanding and unvested PSUs held on December 31, 2023 that remain subject to performance adjustment and forfeiture provisions, as shown in the following table on an award-by-award basis. These values represent the number of PSUs that each NEO would receive upon vesting, assuming attainment of the applicable performance goals. This column does not give effect to retirement provisions as detailed below under “—Potential Payments Upon Termination or Change in Control—Equity Acceleration.”

  113. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table contains information with regard to stock options exercised by our NEOs and vesting and conversion of stock awards held by the NEOs during fiscal 2023.

  114. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Henry A. Fernandez | — | — | 28,472 | 15,856,057 | | Andrew C. Wiechmann | — | — | 2,045 | 1,140,543 | | C.D. Baer Pettit | — | — | 18,980 | 10,569,962 | | Scott A. Crum | — | — | 4,900 | 2,732,738 | | Robert J. Gutowski | — | — | 1,679 | 936,837 |

  115. Option Exercises and Stock Vested

    (1)The value realized for stock awards is based on the closing share price of MSCI common stock on the applicable stock vesting date.

  116. Option Exercises and Stock Vested

    | 2024 PROXY STATEMENT | 89 |

  117. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  118. Estimated Potential Payments upon Termination or Change in Control

    Estimated Potential Payments upon Termination or Change in Control

  119. Estimated Potential Payments upon Termination or Change in Control

    | | | | | | | | Change in Control | | | | | | | Name(1) | Involuntary Termination Without Cause- Equity at Target Performance ($)(1)(2) | | Termination Due to Death, Disability- Equity at Target Performance ($)(1)(3) | | Termination Due to Governmental Service- Equity at Target Performance ($)(1)(4) | | Cash Severance ($)(5) | | Benefits and Perquisites - Cobra / UK Medical Continuation Premiums ($)(6) | | Termination Without Cause or for Good Reason (Following a Change in Control)-Equity at Target Performance ($)(1)(7) | | | Henry A. Fernandez | | 68,015,615 | | 68,015,615 | | 68,015,615 | | 5,008,227 | | 66,281 | | 68,015,615 | | Andrew C. Wiechmann | | 2,880,011 | | 4,584,420 | | 383,511 | | 2,573,833 | | — | | 4,584,420 | | C.D. Baer Pettit | | 21,373,738 | | 28,627,798 | | 21,483,474 | | 4,046,501 | | 16,588 | | 28,627,798 | | Scott A. Crum | | 5,470,827 | | 7,526,656 | | 1,608,143 | | 2,604,120 | | 77,129 | | 7,526,656 | | Robert J. Gutowski | | 2,573,033 | | 3,898,277 | | 383,511 | | 2,392,347 | | 66,281 | | 3,898,277 |

  120. Estimated Potential Payments upon Termination or Change in Control

    (1)With respect to RSUs or PSUs, values are based on a closing share price of MSCI common stock on December 29, 2023 ($565.65). With respect to PSOs, represents the closing share price of MSCI common stock on December 29, 2023 minus the relevant exercise price times the number of outstanding PSOs for all in-the-money, unvested PSOs as of such date. (2)These amounts represent the values associated with the acceleration of unvested RSUs and payout of PSUs at the target performance level upon a termination of the NEO’s employment due to an involuntary termination without cause (not following a change in control), in each case, pursuant to the terms of the applicable award agreement. The value associated with the acceleration of unvested RSUs and PSUs (assuming payout at the maximum performance level) is $149,518,589 for Mr. Fernandez, $6,080,181 for Mr. Wiechmann, $47,358,655 for Mr. Pettit, $11,259,549 for Mr. Crum and $5,468,487 for Mr. Gutowski. (3)These amounts represent the values associated with the acceleration of unvested RSUs and payout of PSUs at the target performance level upon a termination of the NEO’s employment due to death or disability, in each case, pursuant to the terms of the applicable award agreement. The value associated with the acceleration of unvested RSUs and PSUs (assuming payout at the maximum performance level) is $149,518,589 for Mr. Fernandez, $9,480,514 for Mr. Wiechmann, $64,667,874 for Mr. Pettit, $15,359,328 for Mr. Crum and $8,118,408 for Mr. Gutowski. (4)These amounts represent the values associated with the acceleration of the payout of 2019 PSUs at the target performance level upon a termination of the NEO’s employment due to governmental service, pursuant to the terms of the 2019 PSU award agreement for all NEOs except Messrs. Fernandez and Pettit. With respect to Mr. Fernandez, such termination is treated as subject to “62/10 Retirement Eligibility,” as detailed above under “—Potential Payments Upon Termination or Change in Control—Equity Acceleration.” With respect to Mr. Pettit, such termination is treated as subject to “55/10 Retirement Eligibility” as detailed above with respect to all awards other than the 2019 PSUs, and 2019 PSUs are treated as being accelerated at the target performance level pursuant to the terms of the 2019 PSU award agreement. The value associated with the acceleration of unvested awards (assuming payout at the maximum performance level) is $149,518,589 for Mr. Fernandez, $767,021 for Mr. Wiechmann, $47,578,127 for Mr. Pettit, $3,216,286 for Mr. Crum and $767,021 for Mr. Gutowski. (5)A lump sum cash payment under our CIC Plan equal to the sum of (1) two times the participant’s base salary and (2) two times the participant’s average annual cash bonus (three-year average annual cash bonus). For more information on our CIC Plan and qualifying terminations of employment thereunder, see “—Potential Payments Upon Termination or Change in Control—Change in Control Severance Plan” above. (6)A lump sum cash payment under our CIC Plan equal to 135% of the approximate amount of qualifying health coverage continuation premiums for the participant and his or her eligible dependents for 24 months for the coverage option and level of medical, dental and/or vision coverage in effect for the participant immediately prior to the date of termination (or, in the case of an international participant, equivalent local health benefits). For more information on our CIC Plan and qualifying terminations of employment thereunder, see “Compensation Discussion and Analysis—Potential Payments Upon Termination or Change in Control—Change in Control Severance Plan” above. (7)These amounts represent the values associated with the acceleration of unvested RSUs and payout of PSUs at the target performance level upon a termination of the NEO’s employment by the Company without cause or by the NEO for good reason, in each case, within 24 months following a change in control, pursuant to the terms of the applicable award agreement. The value associated with the acceleration of unvested RSUs and PSUs (assuming payout at the maximum performance level) is $149,518,589 for Mr. Fernandez, $9,480,514 for Mr. Wiechmann, $64,667,874 for Mr. Pettit, $15,359,328 for Mr. Crum and $8,118,408 for Mr. Gutowski.

  121. Estimated Potential Payments upon Termination or Change in Control

    | 2024 PROXY STATEMENT | 93 |

  122. CEO Pay Ratio

    CEO Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (collectively, the “Pay Ratio Rule”), we are providing the following estimated information for 2023: •the median of the annual total compensation of all our employees (except our Chief Executive Officer) was $57,876; •the annual total compensation of our Chief Executive Officer was $13,793,145; and •the ratio of these two amounts was 238 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

  123. Pay Versus Performance

    Pay Versus Performance The following table sets forth the compensation for our CEO and the average compensation for our other NEOs, both as reported in the Summary Compensation Table on page 84 of this Proxy Statement and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2023, 2022, 2021 and 2020. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, net income and adjusted EPS.

  124. 2023 PAY VERSUS PERFORMANCE TABLE

    2023 PAY VERSUS PERFORMANCE TABLE

  125. 2023 PAY VERSUS PERFORMANCE TABLE

    | Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | | Compensation Actually Paid to PEO(2) ($) (c) | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($) (d) | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) ($) (e) | | Value of Initial Fixed $100 Investment Based On: | | | | Net Income (in Thousands)(4) ($) (h) | | Adjusted EPS(5) ($) (i) | | | | | | | | | | | | Total Shareholder Return(3) ($) (f) | | Peer Group Total Shareholder Return(3) ($) (g) | | | | | | | 2023 | | 13,793,145 | | 42,412,804 | | 4,424,283 | | 8,653,705 | | 227.0 | | 134.0 | | 1,148,592 | | 13.52 | | 2022 | | 12,998,816 | | (38,985,841) | | 3,887,795 | | (5,073,374) | | 184.7 | | 116.9 | | 870,573 | | 11.45 | | 2021 | | 10,338,312 | | 81,171,520 | | 3,496,361 | | 15,271,690 | | 240.9 | | 133.0 | | 725,983 | | 9.95 | | 2020 | | 9,924,139 | | 71,235,260 | | 3,332,994 | | 12,060,436 | | 174.4 | | 98.0 | | 601,822 | | 7.83 |

  126. 2023 PAY VERSUS PERFORMANCE TABLE

    (1)Compensation for our principal executive officer (“PEO”), Henry A. Fernandez, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEOs includes the following NEOs: (i) in each of 2023, 2022 and 2021, Scott A. Crum, Robert J. Gutowski, C.D. Baer Pettit and Andrew C. Wiechmann and (ii) in 2020, Scott A. Crum, Robert J. Gutowski, Linda S. Huber, C.D. Baer Pettit and Andrew C. Wiechmann. (2)Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs in 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in columns (c) and (e), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the PEO’s and our other NEOs’ compensation for fiscal year 2023, see Compensation Discussion and Analysis beginning on page 59 of this Proxy Statement.

  127. 2023 PAY VERSUS PERFORMANCE TABLE

    | 2024 PROXY STATEMENT | 95 |

  128. 2023 PAY VERSUS PERFORMANCE TABLE

    | | PEO 2023 | | PEO 2022 | | PEO 2021 | | PEO 2020 | | Non-PEOs 2023 | | Non-PEOs 2022 | | Non-PEOs 2021 | | Non-PEOs 2020 | | | Summary Compensation Table Total | | 13,793,145 | | 12,998,816 | | 10,338,312 | | 9,924,139 | | 4,424,283 | | 3,887,795 | | 3,496,361 | | 3,332,994 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | | (11,000,397) | | (10,000,518) | | (7,499,592) | | (7,499,849) | | (2,875,683) | | (2,413,249) | | (1,818,033) | | (1,579,740) | | Plus Fair Value of Outstanding Unvested Awards Granted in the Covered Year | | 10,233,960 | | 6,777,015 | | 18,592,383 | | 28,221,106 | | 2,710,980 | | 1,687,764 | | 4,201,781 | | 4,515,909 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | | 25,920,342 | | (43,770,315) | | 59,740,417 | | 40,589,864 | | 3,564,620 | | (7,254,387) | | 9,459,302 | | 5,904,575 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | | 3,465,754 | | (4,990,839) | | — | | — | | 829,505 | | (981,297) | | (67,721) | | 327,537 | | Less Fair Value (as of end of prior fiscal year) of Awards Forfeited during the Covered Year | | — | | — | | — | | — | | — | | — | | — | | (440,839) | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | | — | | — | | — | | — | | — | | — | | — | | — | | Compensation Actually Paid | | 42,412,804 | | (38,985,841) | | 81,171,520 | | 71,235,260 | | 8,653,705 | | (5,073,374) | | 15,271,690 | | 12,060,436 |

  129. 2023 PAY VERSUS PERFORMANCE TABLE

    Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date, or the fair values of awards forfeited in the covered year, which are valued as of the end of the prior fiscal year. The assumptions used for purposes of calculating fair values of awards as of the vest date or fiscal year-end date are the same as the assumptions used for purposes of calculating the grant date fair value of awards, except that, in the case of PSOs, the fair values at the time of grant were determined using the Black-Scholes option pricing model and the fair values as of the fiscal year-end date were determined using the Hull-White lattice model. The Hull-White lattice model requires consistent judgmental assumptions as the Black-Scholes pricing model, except that the expected life as a direct input for the Black-Scholes pricing model was estimated using the simplified method provided for by the SEC, while the expected life for the Hull-White lattice model was an implied output and estimated to be 6.7 years for the PSOs granted in 2022 and 7.4 years for the PSOs granted in 2023. In addition, for PSOs, the fair value is adjusted for any changes in the probability of achievement of the (i) a cumulative revenue performance goal and (ii) a cumulative adjusted EPS performance goal (each weighted at 50% under the terms of the PSOs). (3)TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table reflects the Company’s industry sector and is the same as our peer group set forth above under “Proxy Summary—Total Shareholder Return” for purposes of Item 201(e) of Regulation S-K . (4)Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. (5)Adjusted EPS is a non-GAAP financial measure. See Annex B for definitions and reconciliations of all non-GAAP financial measures referenced herein.

  130. 2023 PAY VERSUS PERFORMANCE TABLE

    | 96 | MSCI | Compensation Matters |

  131. COMPENSATION ACTUALLY PAID, MSCI CUMULATIVE TSR AND PEER GROUP CUMULATIVE TSR

    COMPENSATION ACTUALLY PAID, MSCI CUMULATIVE TSR AND PEER GROUP CUMULATIVE TSR (1)TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this graph reflects the Company’s industry sector and is the same as our peer group set forth above in Proxy Summary—Total Shareholder Return.

  132. COMPENSATION ACTUALLY PAID AND NET INCOME

    COMPENSATION ACTUALLY PAID AND NET INCOME

  133. COMPENSATION ACTUALLY PAID AND NET INCOME

    | 2024 PROXY STATEMENT | 97 |

  134. COMPENSATION ACTUALLY PAID AND ADJUSTED EPS

    COMPENSATION ACTUALLY PAID AND ADJUSTED EPS (1)Adjusted EPS is a non-GAAP financial measure. See Annex B for definitions and reconciliations of all non-GAAP financial measures referenced herein.

  135. Retention Rate

    Retention Rate Retention Rate is an important metric because subscription cancellations decrease our Run Rate and ultimately our future operating revenues over time. The annual Retention Rate represents the retained subscription Run Rate (subscription Run Rate at the beginning of the fiscal year less actual cancels during the year) as a percentage of the subscription Run Rate at the beginning of the fiscal year. The Retention Rate for a non-annual period is calculated by annualizing the cancellations for which we have received a notice of termination or for which we believe there is an intention not to renew or discontinue the subscription during the non-annual period, and we believe that such notice or intention evidences the client’s final decision to terminate or not renew the applicable agreement, even though such notice is not effective until a later date. This annualized cancellation figure is then divided by the subscription Run Rate at the beginning of the fiscal year to calculate a cancellation rate. This cancellation rate is then subtracted from 100% to derive the annualized Retention Rate for the period. Retention Rate is computed by operating segment on a product/service-by-product/service basis. In general, if a client reduces the number of products or services to which it subscribes within a segment, or switches between products or services within a segment, we treat it as a cancellation for purposes of calculating our Retention Rate except in the case of a product or service switch that management considers to be a replacement product or service. In those replacement cases, only the net change to the client subscription, if a decrease, is reported as a cancellation. In the Analytics and the ESG and Climate operating segments, substantially all product or service switches are treated as replacement products or services and netted in this manner, while in our Index and Real Assets operating segments, product or service switches that are treated as replacement products or services and receive netting treatment occur only in certain limited instances. In addition, we treat any reduction in fees resulting from a down-sell of the same product or service as a cancellation to the extent of the reduction. We do not calculate Retention Rate for that portion of our Run Rate attributable to assets in index-linked investment products or futures and options contracts, in each case, linked to our indexes.

  136. Run Rate

    Run Rate Run Rate is a key operating metric and is important because an increase or decrease in our Run Rate ultimately impacts our operating revenues over time. At the end of any period, we generally have subscription and investment product license agreements in place for a large portion of total revenues for the following 12 months. We measure the fees related to these agreements and refer to this as “Run Rate.” Run Rate estimates at a particular point in time the annualized value of the recurring revenues under our client license agreements (“Client Contracts”) for the next 12 months, assuming all Client Contracts that come up for renewal, or reach the end of the committed subscription period, are renewed and assuming then-current currency exchange rates, subject to the adjustments and exclusions described below. For any Client Contract where fees are linked to an investment product’s assets or trading volume/fees, the Run Rate calculation reflects, for ETFs, the market value on the last trading day of the period, for futures and options, the most recent quarterly volumes and/or reported exchange fees, and for other non-ETF products, the most recent client-reported assets. Run Rate does not include fees associated with “one-time” and other non-recurring transactions. In addition, we add to Run Rate the annualized fee value of recurring new sales, whether to existing or new clients, when we execute Client Contracts, even though the license start date, and associated revenue recognition, may not be effective until a later date. We remove from Run Rate the annualized fee value associated with products or services under any Client Contract with respect to which we have received a notice of termination, non-renewal or an indication the client does not intend to continue their subscription during the period and have determined that such notice evidences the client’s final decision to terminate or not renew the applicable products or services, even though such notice is not effective until a later date.

  137. Run Rate

    | 2024 PROXY STATEMENT | 121 |

  138. Run Rate

    Changes in our recurring revenues typically lag changes in Run Rate. The actual amount of recurring revenues we will realize over the following 12 months will differ from Run Rate for numerous reasons, including: •fluctuations in revenues associated with new recurring sales; •modifications, cancellations and non-renewals of existing Client Contracts, subject to specified notice requirements; •differences between the recurring license start date and the date the Client Contract is executed due to, for example, contracts with onboarding periods or fee waiver periods; •fluctuations in asset-based fees, which may result from changes in certain investment products’ total expense ratios, market movements, including foreign currency exchange rates, or from investment inflows into and outflows from investment products linked to our indexes; •fluctuations in fees based on trading volumes of futures and options contracts linked to our indexes; •fluctuations in the number of hedge funds for which we provide investment information and risk analysis to hedge fund investors; •price changes or discounts; •revenue recognition differences under U.S. GAAP, including those related to the timing of implementation and report deliveries for certain of our products and services; •fluctuations in foreign currency exchange rates; and •the impact of acquisitions and divestitures.