DEF 14A of MSCI Inc., Mar 12, 2025

DEF 14A of MSCI Inc.

Filed Mar 12, 2025 · FY20240001408198-25-000098

Open on EDGAR

  1. How to Vote

    | Compensation, Talent and Culture Committee Report | 83 | | Executive Compensation Tables | 84 | | CEO Pay Ratio | 93 | | Pay Versus Performance | 94 | | Proposal No. 3: Approval of the MSCI Inc. 2025 Omnibus Incentive Plan | 98 | | Audit Matters | 109 | | Independent Auditor’s Fees | 109 | | Pre-Approval Policy of the Audit and Risk Committee of Services Performed by Independent Auditors | 109 | | Audit and Risk Committee Report | 110 | | Proposal No. 4: Ratification of the Appointment of MSCI's Independent Auditor | 112 | | Beneficial Ownership of Common Stock | 113 | | Stock Ownership of Executive Officers and Directors | 113 | | Stock Ownership of Principal Shareholders | 115 | | Other Matters | 116 | | Additional Policies and Procedures | 116 | | Certain Transactions | 116 | | Related Person Transactions Policy | 117 | | Other Business | 117 | | Annex A: Frequently Asked Questions | 118 | | Annex B: Supplemental Financial Information | 125 | | Annex C: MSCI Inc. 2025 Omnibus Incentive Plan | 129 |

  2. 2025 Director Nominees

    2025 Director Nominees

  3. 2025 Director Nominees

    | | ROBERT G. ASHE | Independent Lead Director | | | Mr. Ashe retired from IBM Corp. (“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 leadership roles in Worldwide Field Operations, Products, Application Development Tools, 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 Mr. Ashe’s over 30 years of experience in finance, product marketing, software development, revenue growth and strategic transactions qualify him to serve as a director. As CEO and CFO of Cognos, he executed strategic acquisitions and led its integration into IBM, providing valuable insight into investment, organic growth and M&A strategies. His background as a former CFO brings expertise in corporate finance, accounting and internal controls. His experience in the technology sector also allows him to provide valuable insights on MSCI’s technology strategy. As a former public company CEO, lead director and board member, he also provides governance and leadership expertise in his role as Lead Director. | | | Director since: 2013 Age: 65 years old Committees: Audit Committee Governance Committee | | |

  4. 2025 Director Nominees

    | | 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 corporate governance. | | | Director since: 2007 Age: 66 years old | | |

  5. 2025 Director Nominees

    | Proposal No. 1: Election of Directors | MSCI | 23 |

  6. 2025 Director Nominees

    | | 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 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 extensive 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. | | | Director since: 2022 Age: 59 years old Committees: Compensation Committee Governance Committee | | |

  7. 2025 Director Nominees

    | | 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 NYLI 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 Honors 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. | | | Director since: 2017 Age: 66 years old Committees: Compensation Committee (Chair) Strategy Committee | | |

  8. 2025 Director Nominees

    | 24 | 2025 PROXY STATEMENT |

  9. 2025 Director Nominees

    | | 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 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. | | | Director since: 2023 Age: 60 years old | | |

  10. 2025 Director Nominees

    | | 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 is also a governor of the Southbank Centre in London, a governor of the King’s Maths School in London and is a Senior Advisor at Capula Investment Management LLP. He also pursues his personal interest in the field of architecture, including since 2023 at Allies and Morrison, a London-based architecture and urban planning firm. 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. QUALIFICATIONS: We believe that Mr. Rattray’s over 25 years of experience in the global investment industry, including a 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. In addition, Mr. Rattray has authored numerous academic papers in finance, focusing on investment strategies, risk management and portfolio design. Mr. Rattray is also a co-inventor of the VIX index, created in 2003, which has since become one of the most traded futures and options contracts in the world. This combination of advanced theoretical insight and practical experience as the Chief Investment Officer of a global asset management firm provides Mr. Rattray with a deep understanding of the finance industry. | | | Director since: 2020 Age: 55 years old Committees: Governance Committee Strategy Committee (Chair) | | |

  11. 2025 Director Nominees

    | Proposal No. 1: Election of Directors | MSCI | 25 |

  12. 2025 Director Nominees

    | | 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 knowledge of talent management, risk management, company valuation and the 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 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 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. | | | Director since: 2007 Age: 64 years old Committees: Compensation Committee Governance Committee (Chair) | | |

  13. 2025 Director Nominees

    | | MICHELLE SEITZ | Independent Director | | | Ms. Seitz is currently the Founder and CEO of MeydenVest Partners, a role she has held since September 2022. Before MeydenVest Partners, Ms. Seitz served at Russell Investments as Chief Executive Officer from September 2017 to October 2022, and as Chairman of the Board from January 2018 to September 2022. Prior to joining Russell Investments, Ms. Seitz held various senior level positions at William Blair from February 1996 to August 2017, most recently serving as the Chief Executive Officer of William Blair Investment Management, Chair and President of William Blair Funds, and as a member of the Board of Directors from June 2001 to August 2017. Ms. Seitz holds a Bachelor of Science degree in Accounting from the Kelley School of Business at Indiana University, and is a Chartered Financial Analyst (CFA). CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: Sana Biotechnology, Inc. (November 2020 to present) QUALIFICATIONS: We believe that Ms. Seitz’s deep experience in the investment industry, with over three decades in asset management and private wealth as both a CEO and an investor, qualifies her to serve as one of our directors. She has a proven track record of driving transformational growth while fostering a client-centric, award-winning culture. Ms. Seitz has been recognized as one of the most influential women in U.S. finance, underscoring the breadth and impact of her contributions to the industry. | | | Director since: 2024 Age: 59 years old Committees: Strategy Committee | | |

  14. 2025 Director Nominees

    | 26 | 2025 PROXY STATEMENT |

  15. 2025 Director Nominees

    | | 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. | | | Director since: 2017 Age: 58 years old Committees: Audit Committee (Chair) Strategy Committee | | |

  16. 2025 Director Nominees

    | | 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 one of its first business online service offerings. Mr. Taneja holds a Bachelor of Electrical 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 named to Business Insider’s ‘AI 100’ list of top AI leaders. In 2024, he was listed on Forbes’ ’CIO Next List,’ highlighting top tech leaders driving AI transformation. | | | Director since: 2021 Age: 60 years old Committees: Audit Committee | | |

  17. 2025 Director Nominees

    | Proposal No. 1: Election of Directors | MSCI | 27 |

  18. 2025 Director Nominees

    | | 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. | | | Director since: 2020 Age: 68 years old Committees: Compensation Committee Strategy Committee | | |

  19. 2025 Director Nominees

    | | JUNE YANG | Independent Director | | | Ms. Yang was the Vice President, Cloud AI and Industry Solutions at Google Cloud Inc. (“Google Cloud”) from October 2021 to December 2023, where she was responsible for the portfolio of Google Cloud AI products and solutions. Previously at Google Cloud, she served as Vice President and General Manager, Google Compute, AI Infrastructure and Block Storage from October 2019 to October 2021. Prior to joining Google Cloud, Ms. Yang held various engineering and product management positions at VMware, Inc., including Vice President, Engineering and Product Management of VMware Cloud on Dell EMC and Vice President, Product Management of vSphere, Edge Computing and Analytics Cloud. Ms. Yang holds a Bachelor of Science degree in Chemical Engineering from the California Institute of Technology, a Master of Science degree in Chemical Engineering from the University of California, Berkeley and a Master of Science degree in Management from the Stanford University Graduate School of Business. CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS: NetApp, Inc. (September 2024 to present) and UiPath, Inc. (February 2024 to present) PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS: SRS Distribution Inc. (November 2022 to July 2024) QUALIFICATIONS: We believe that Ms. Yang’s extensive leadership experience in the technology sector, particularly her expertise in AI, cloud infrastructure, and enterprise innovation, qualifies her to serve as one of our directors. Over the course of her career, she has demonstrated a strong track record of developing and scaling enterprise technologies, with a focus on product management, marketing, and engineering. At Google Cloud, Ms. Yang played a key role in driving the development and delivery of cutting-edge AI and cloud solutions, enabling businesses to harness technology to address complex challenges and achieve transformative outcomes. Her insights into emerging technologies and enterprise strategies bring valuable perspectives to the Board. | | | Director since: 2024 Age: 51 years old Committees: Audit Committee | | |

  20. 2025 Director Nominees

    | 28 | 2025 PROXY STATEMENT |

  21. 2025 Director Nominees

    | | Corporate Governance |

  22. Corporate Governance Practices

    Corporate Governance Practices MSCI’s Board of Directors adheres to governance principles designed to ensure the continued effectiveness of the Board and excellence in the execution of its duties. The Board has in place a set of Corporate Governance Policies reflecting these principles, including the Board’s policy of requiring a significant majority of the Board to be comprised of independent directors; the importance of reflecting a broad range of skills, backgrounds and perspectives; and the practice of regularly scheduled executive sessions, including sessions of independent directors without members of management. MSCI also has a Code of Ethics and Business Conduct for directors, executive officers and employees, which is reviewed annually by the Board. Any amendment to, or waiver of, the Code of Ethics and Business Conduct that applies to one of our directors or executive officers may be made only by the Board or a Board committee.

  23. Corporate Governance Highlights

    Corporate Governance Highlights

  24. Corporate Governance Highlights

    | •All director nominees except our CEO and our President and Chief Operating Officer (“COO”) are independent. •Strong, independent Lead Director and independent Board committees. •One share, one vote. •Annual election of directors. •Proxy access. •Shareholder right to call a special meeting at 15% ownership threshold. •Majority vote for uncontested elections and plurality standard for contested elections. •No shareholder rights plan (i.e., a poison pill). •Risk oversight by full Board and Committees, including Board oversight of enterprise risk management, IT/cyber risk and other areas. •Demonstrated commitment to Board refreshment. | •Annual Board, committee and director evaluations, with third-party evaluation firm engaged periodically, including in 2024. •Executive session of independent directors held after each quarterly Board meeting. •Limits on multiple public company board commitments. •Robust share ownership and retention guidelines. •Annual review of Code of Ethics and Business Conduct, committee charters and Corporate Governance Policies. •Annual off-season shareholder engagement focused on corporate responsibility topics, with independent director participation. •Full Board participation in succession and progression planning. •New director onboarding and continued director education program. |

  25. Corporate Governance Highlights

    | Corporate Governance | MSCI | 29 |

  26. Composition and Board Refreshment

    Composition and Board Refreshment

  27. Director Qualifications

    Director Qualifications The Governance Committee’s charter requires it to review candidates’ qualifications for membership on the Board or a committee of the Board, including making a specific determination as to the independence of each candidate based on criteria approved by the Board (and taking into account the enhanced independence, financial literacy and financial expertise standards that may be required under applicable law or NYSE rules for audit committee membership, and heightened independence standards that may be required under applicable law or NYSE rules for compensation committee membership ). If the Governance Committee determines that adding a new director is advisable, it will recommend such individual to the Board for appointment as a member of the Board and any committees, as applicable. Consistent with our Corporate Governance Policies, when appointing directors, the Board seeks members who combine sound business judgment, professionalism and a broad spectrum of experience and expertise with a reputation for the highest standards of ethics and integrity. The Board believes its composition should reflect a broad range of skills, backgrounds and perspectives. Directors should have experience in positions with a high degree of responsibility, be leaders or senior managers in the companies or institutions with which they are or were affiliated and be selected based upon contributions they can make to the Board and management and their ability to represent and advance the interests of the Company and its shareholders.

  28. Tenure and Board Refreshment

    Tenure and Board Refreshment Our Board has shown an ongoing commitment to Board refreshment and to having highly qualified, independent perspectives in the boardroom. Seven of the Company’s director nominees have been added to the Board since the beginning of 2020. The average tenure of the independent director nominees is currently 6.2 years. The average tenure is 6.7 years if Mr. Fernandez and Mr. Pettit are included. In February 2025, the Board amended the policy to increase the retirement age for non-employee directors from age 72 to age 75, reflecting evolving market practices and increasing life expectancy, which allows directors to contribute their expertise for longer periods. Our Corporate Governance Policies now provide that directors should not stand for re-election following their 75th birthday. To date, the Board has not granted a waiver to this retirement policy. Since 2020, three directors have retired, two directors, including Mr. Edmunds, decided not to stand for re-election and one director resigned. These retirements and decisions have provided us with opportunities for Board refreshment. The chart below highlights the key skills and expertise of directors who have joined the Board since 2020, strengthening MSCI’s leadership in investment management, technology, go-to-market strategy, and digital transformation.

  29. Tenure and Board Refreshment

    | | 2020 | | 2021-2023 | | 2024 | | | n | | n | | n | | | | | February 26, 2020 Paula Volent appointed, bringing investment industry, multi-asset class investments and asset allocation experience Sandy Rattray appointed, bringing extensive investment industry experience, including asset management and market risk management experience | | June 1, 2021 Rajat Taneja appointed, bringing global technology, cybersecurity and research and development experience, including expertise in AI June 1, 2022 Robin Matlock appointed, bringing go-to-market and marketing strategy expertise January 30, 2023 Baer Pettit appointed, adding expertise and deep knowledge of MSCI, its people, clients, operations and value proposition | | August 5, 2024 Michelle Seitz appointed, bringing deep experience in the investment industry, including expertise in asset management and private wealth December 17, 2024 June Yang appointed, bringing extensive experience in the technology sector, with a focus on AI and cloud | |

  30. Tenure and Board Refreshment

    | 30 | 2025 PROXY STATEMENT |

  31. Tenure and Board Refreshment

    We also periodically rotate committee assignments and committee chair positions. Committee chairs historically have typically served approximately 4 to 6 years on average in order to facilitate rotation of committee chairs while preserving experienced leadership. In 2025, we rotated committee assignments in light of recent director appointments, as described below.

  32. Tenure and Board Refreshment

    | 6 | New Independent Directors Appointed Since 2020 |

  33. Tenure and Board Refreshment

    | Board Member Independence Other than Mr. Fernandez, our CEO, and Mr. Pettit, our President and COO, each of our director nominees has been determined by the Board to be an “independent director” under the rules of the NYSE, which require that the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). | | | Director Retirement: Wayne Edmunds | | | | Wayne Edmunds, who joined the Board in 2015, is not standing for reelection at the 2025 Annual Meeting. The Board thanks Mr. Edmunds for his commitment to the Company’s shareholders, employees and other stakeholders. He has made meaningful contributions to the Company during his nearly 10 years of service on the Board, including as the former Chair of our Audit Committee and a member of the Compensation Committee and the Strategy Committee. | | | | Recent Director Appointments and Search Process | Committee Rotations In 2024, we appointed Robert G. Ashe to the Governance Committee, and rotated him from the Strategy Committee. In 2025, the Board effectuated the following changes: •Appointed Robin L. Matlock to the Compensation Committee, and rotated her from the Audit Committee. •Appointed Michelle Seitz to the Strategy Committee, and rotated her from the Audit Committee. •Appointed June Yang to the Audit Committee. | | | Michelle Seitz and June Yang, appointed in 2024, were identified through a rigorous director search process led by the Governance Committee, leveraging an external search firm. The process included an extensive evaluation of candidates against key criteria such as industry expertise, technological acumen and leadership experience. The Governance Committee conducted multiple rounds of review, interviews and deliberations to ensure that the selected directors would complement the Board’s existing strengths and support MSCI’s long-term strategy. | | | |

  34. Tenure and Board Refreshment

    | Corporate Governance | MSCI | 31 |

  35. 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.

  36. Board Leadership

    | 34 | 2025 PROXY STATEMENT |

  37. Board Leadership

    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 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:

  38. 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 |

  39. Board Leadership

    | Corporate Governance | MSCI | 35 |

  40. 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.

  41. Attendance at Board Meetings and Annual Meeting of Shareholders

    Our Board met eight times, held independent director executive sessions following all eight of those meetings and took action by unanimous written consent on four occasions during 2024. Each director attended at least 75% of the total meetings of the Board and committees on which the director served that were held while the director was a member. Discussions between the Board and management on strategic direction, new business opportunities and the scope and mix of the Company’s products were held at each quarterly Board meeting. In addition to formal meetings, members of our Board informally interact with senior management on a periodic basis and participate in director education sessions. Our Corporate Governance Policies state that directors are expected to attend the annual meetings of shareholders. In 2024, all of our directors who were on the Board at the time attended our annual meeting of shareholders. Ms. Seitz joined the Board in August 2024 and Ms. Yang joined the Board in December 2024, and, therefore, they did not attend the annual meeting of shareholders in 2024.

  42. Compensation, Talent and Culture Governance

    | | Director Compensation and Stock Ownership Guidelines |

  43. Director Compensation

    Director Compensation

  44. Director Compensation Best Practices

    Director Compensation Best Practices

  45. 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. |

  46. 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.

  47. Director Compensation Program

    | Director Fees |

  48. Director Compensation Program

    | Committee Membership Fees |

  49. 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. 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. In connection with, and subject to, the approval of the 2025 Plan at the 2025 Annual Meeting, the Directors Plan will be replaced on a go-forward basis by the 2025 Plan. The 2025 Plan revises the annual cap on total compensation for non-employee directors, limiting the value of equity awards and cash compensation to $1,000,000 in the aggregate per director, aligning with market practices.

  50. Director Compensation Program

    | Director Compensation and Stock Ownership Guidelines | MSCI | 53 |

  51. 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, 2025, his or her prorated RSUs will vest on May 1, 2025. If a director joins the Board on May 31, 2025, his or her prorated RSUs will vest on May 1, 2026. RSUs are recognized as an expense in the Company’s financial statements for financial reporting purposes with respect to 2024 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.

  52. 2024 Non-Employee Director Compensation

    2024 Non-Employee Director Compensation

  53. 2024 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 | 109,926 | 259,911 | 3,458 | 373,295 | | Chirantan “CJ” Desai(6) | 112,541 | 234,975 | 720 | 348,236 | | Wayne Edmunds(7) | 110,000 | 209,606 | 2,773 | 322,379 | | Catherine R. Kinney(8) | — | — | 67,435 | 67,435 | | Robin Matlock | 110,000 | 209,606 | 7,118 | 326,724 | | Jacques P. Perold | 125,000 | 209,606 | 2,773 | 337,379 | | Sandy C. Rattray | 125,000 | 209,606 | 2,773 | 337,379 | | Linda H. Riefler | 125,000 | 209,606 | 9,694 | 344,300 | | Michelle Seitz(9) | 73,699 | 154,397 | 915 | 229,011 | | Marcus L. Smith | 129,897 | 209,606 | 2,773 | 342,276 | | Rajat Taneja | 99,679 | 209,606 | 14,374 | 323,659 | | Paula Volent | 109,926 | 209,606 | 2,773 | 322,305 | | June Yang(10) | 33,288 | 77,298 | 0 | 110,586 |

  54. 2024 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 2024 and ending in April 2025 (the “2024 Board Term”) and the Board term beginning in April 2023 and ending in April 2024 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, 2024. 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.

  55. 2024 Non-Employee Director Compensation

    | 54 | 2025 PROXY STATEMENT |

  56. 2024 Non-Employee Director Compensation

    (2)Cash amounts in this column include the annual retainers and committee fees paid during the year ended December 31, 2024. 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 ($465.79 for Messrs. Ashe, Smith and Taneja and Ms. 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.

  57. 2024 Non-Employee Director Compensation

    | Name | Cash | Stock | | | Mr. Ashe | — | $ | 109,926.44 (236 shares) | | Mr. Smith | — | $ | 89,897.47 (193 shares) | | Mr. Taneja | — | $ | 99,679.06 (214 shares) | | Ms. Volent | — | $ | 109,926.44 (236 shares) |

  58. 2024 Non-Employee Director Compensation

    (3)Represents the aggregate grant date fair value of RSUs granted in 2024 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 2024 Annual Report on Form 10-K filed with the SEC on February 7, 2025. 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 ($465.79 for Messrs. Ashe, Desai, Edmunds, Perold, Rattray, Taneja and Smith and Mmes. Matlock, Riefler and Volent, $539.85 for Ms. Seitz and $618.38 for Ms. Yang) and rounding down to the next whole number. For the 2024 Board term, each of Messrs. Desai, Edmunds, Perold, Rattray, Taneja and Smith and Mmes. Matlock, Riefler and Volent received 450 RSUs, Ms. Seitz received 286 RSUs, Ms. Yang received 125 RSUs and Mr. Ashe received 558 RSUs. These RSUs will vest on May 1, 2025. 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. Mmes. Riefler and Yang elected to defer receipt of such shares issuable upon vesting until the 60th day after their “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, 2024, 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. Matlock, Riefler and Volent each had 450 RSUs outstanding, Ms. Seitz had 286 RSUs outstanding, Ms. Yang had 125 RSUs outstanding and Mr. Ashe had 558 RSUs outstanding. (5)Cash amounts in this column include dividend equivalents paid during the year ended December 31, 2024 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.

  59. 2024 Non-Employee Director Compensation

    | Name | Shares | | Cash Received for Fractional Shares | | Ms. Kinney | $ | 66,226.14 (126 shares) | $596.26 | | Ms. Matlock | $ | 6,165.53 (11 shares) | $952.87 | | Ms. Riefler | $ | 8,410.01 (15 shares) | $1,284.39 | | Mr. Taneja | $ | 12,820.58 (23 shares) | $1,553.82 |

  60. 2024 Non-Employee Director Compensation

    (6)Mr. Desai was appointed to the Board effective March 11, 2024 and resigned from the Board effective July 25, 2024. In connection with his resignation, Mr. Desai forfeited 450 RSUs granted to him in May 2024 that were unvested as of his resignation date. (7)Mr. Edmunds is not standing for re-election at the 2025 Annual Meeting but will remain on the Board through the date of the meeting. (8)Ms. Kinney did not stand for re-election at the 2024 annual meeting of shareholders and served on the Board through April 23, 2024, and thus did not receive compensation for the 2024 Board Term. (9)Ms. Seitz was appointed to the Board effective August 5, 2024. (10)Ms. Yang was appointed to the Board effective December 17, 2024.

  61. 2024 Non-Employee Director Compensation

    | Director Compensation and Stock Ownership Guidelines | MSCI | 55 |

  62. 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 and its share price, the product/functional unit and the individual. | | |

  63. Executive Summary

    | Performance-Based Compensation | | | | | | | Short-Term Annual Incentive Plan Cash Bonus | | | Long-Term Equity Incentive Awards | | | 70% | 20% | 10% | •Restricted Stock Units (3-year cliff-vest) •Performance Stock Units (earned based on absolute TSR CAGR over a 3-year performance period) with a 1-year post-vesting mandatory holding period •Performance Stock Options (earned based on cumulative revenue and cumulative adjusted EPS over a 3-year performance period) | | | Financial Performance | Key Performance Indicators | Sustainability Goals (for Management Committee) | | | | | | | | | | 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 corporate culture that drives innovation, employee engagement and sustainable 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) |

  64. Key 2024 Compensation Decisions

    Key 2024 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 2024. 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 2024 that was materially consistent with that approved for the past two years 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 that the LTIP supports the Company’s strategic planning while incentivizing continued stock price appreciation. The Compensation Committee did, however, make one specific enhancement to the LTIP for 2024 in response to shareholder feedback. As disclosed last year, the Compensation Committee lowered the PSUs maximum payout cap for PSUs granted in 2024 from 300% to 200% of target. Accordingly, the PSUs granted to our NEOs in 2024 reflect the right to receive between 0% and 200% of the target number of shares based on achievement of the absolute TSR CAGR performance metric. In addition, the Compensation Committee rebalanced the equity mix for our NEOs to place greater emphasis on PSOs, highlighting the importance of their performance metrics: cumulative revenue and cumulative adjusted EPS. In increasing the weighting of PSOs for our NEOs, the Compensation Committee also considered the PSOs’ longer-term orientation through a 10-year option term, and the dual requirement of meeting performance goals and achieving stock price appreciation for the PSOs to deliver value to participants. The key features of the 2024 RSUs, PSUs and PSOs are as follows:

  65. Key 2024 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 for RSU grants prior to 2022) •Long-term value of underlying stock tied to share price | | PSUs | •Granted to all NEOs •Cliff-vest at the end of a cumulative three-year performance period •May be earned between 0% and 200% of the target number of shares based on achievement of absolute TSR CAGR performance metric; 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 strategic goals •Vest upon satisfaction of both a service condition and a performance condition over a cumulative three-year performance period, 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 based on the combined level of achievement of a cumulative revenue performance goal and a cumulative adjusted EPS performance goal, each weighted equally, and measured over a three-year performance period •Share price of MSCI common stock must exceed exercise price for a participant to realize value |

  66. 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 | 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 |

  67. Executive Compensation Practices

    | | WHAT WE DO | | | Emphasize variable compensation Provide formula-based annual cash incentive 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 individual goals for all Managing Directors 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 No “liberal” share recycling when shares are tendered or withheld to satisfy tax withholding or as payment of an option exercise price |

  68. 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 performance against the individual goals portion of the AIP. •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 the individual goals for the 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 | | | | | •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. |

  69. 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 2024, 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 2024.

  70. 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 and individual 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.

  71. Shareholder Engagement

    | Recent Enhancements in Response to Shareholder Feedback | | | | | | WHAT WE HEARD | | WHAT WE DID | | WHY | | Request for clarity on minimum ownership calculation of ownership guidelines | | Amended the Company’s stock ownership guidelines to exclude unexercised options and unvested performance awards from minimum ownership calculation | | We believe excluding unexercised options and unvested performance awards from minimum ownership requirements better aligns with market best practice | | 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 an owner-operator culture, stronger link between LTIP awards and operational performance, and enhanced retention | | In 2022, the Compensation Committee strengthened stock ownership guidelines, making them among the highest in our peer group; introduced PSOs tied to financial and operating metrics alongside TSR-based PSUs; and shifted RSU vesting to 100% cliff-vesting after three years instead of annual ratable vesting | | These changes reinforce executive equity retention, align incentives with both strategic execution and shareholder returns, and enhance pay-for-performance culture by ensuring senior leaders remain focused on long-term value creation |

  72. 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. The peer group used to inform fiscal 2024 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 2024; •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.

  73. Peer Groups

    | Compensation Matters | MSCI | 67 |

  74. Peer Groups

    | Company | Ticker | GICS Classification | | MSCI Inc. | MSCI | Financial Services—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 | Financial Services—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 | Financial Services—Capital Markets—Financial Exchanges and Data | | Moody’s Corporation | MCO | Financial Services—Capital Markets—Financial Exchanges and Data | | Morningstar, Inc. | MORN | Financial Services—Capital Markets—Financial Exchanges and Data | | SEI Investments Company | SEIC | Financial Services—Capital Markets—Asset Management and Custody Banks | | S&P Global Inc. | SPGI | Financial Services—Capital Markets—Financial Exchanges and Data | | SS&C Technologies Holdings, Inc. | SSNC | Industrials—Professional Services—Data Processing and Outsourced Services | | TransUnion | TRU | Industrials—Professional Services—Research and Consulting Services | | Verisk Analytics, Inc. | VRSK | Industrials—Professional Services—Research and Consulting Services |

  75. Review for 2025

    Review for 2025 In its annual review of the executive compensation peer group for 2025, the Compensation Committee undertook a comprehensive review of the executive compensation peer group following considerable evolution of the industries in which the Company operates over the last few years and the evolution and expansion of the Company’s product lines. As a result, the Compensation Committee removed Aspen Technology, Inc. and Black Knight, Inc. and added the following companies to the peer group that was used as a reference when setting fiscal 2025 pay for our NEOs:

  76. Elements of Executive Compensation

    | Compensation Element | Type of Pay | Purpose | 2024 Program | | ANNUAL BASE SALARY STARTS ON PAGE 69 | 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 2024, represented 7% of our CEO's total compensation and an average of 13% of our other NEOs' total compensation | | ANNUAL INCENTIVE (Cash Bonus) STARTS ON PAGE 69 | 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 NEO, 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) •Sustainability Goals (10% weighting) | | LONG-TERM INCENTIVES STARTS ON PAGE 74 | 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 3-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 3-year period which vest based on the 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 2024 in the form of performance awards, with 30% in the form of PSUs and 70% in the form of PSOs, and other NEOs received a mix of 30% RSUs, 40% PSOs and 30% PSUs |

  77. 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.

  78. 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 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 Sustainability 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 2024, as well as the financial, KPI and Sustainability Goals weightings under the AIP for 2024.

  79. Annual Cash Incentives

    | 70 | 2025 PROXY STATEMENT |

  80. Annual Cash Incentives

    | | | | Financial Component—Overall Weighting of 70% | | | | | | | | | | MSCI Metrics | | | | | | | Name | 2024 Target Cash Incentive ($) | | Revenue | Adjusted EPS | Total Net Sales | Free Cash Flow | KPIs | Sustainability 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) | | 1,150,190 | 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% |

  81. Annual Cash Incentives

    (1)The 2024 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 $1.278 for fiscal 2024. Mr. Pettit’s actual 2024 target cash incentive amount was £900,000. In 2025, the Compensation Committee did not make any changes to annual target cash incentive compensation for our NEOs compared to 2024.

  82. 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 | 2,834.6 | 95% | 50% | 100% | 100% | 105% | 150% | 100.8% | 107.6% | | MSCI Adjusted EPS | 14.39 | 90% | 50% | 100% | 100% | 110% | 150% | 105.6% | 128.1% | | MSCI Total Net Sales | 328.6 | 70% | 50% | 100% | 100% | 130% | 150% | 71.3% | 52.2% | | Free Cash Flow | 1,257.3 | 85% | 50% | 100% | 100% | 115% | 150% | 110.3% | 134.3% |

  83. Individual Goals Component

    | | 2024 Target Cash Incentive ($) | 2024 Financial Payout (70% Weighting at Target) | | 2024 KPI Payout (20% Weighting at Target) | | 2024 Sustainability Goals Payout (10%) | | 2024 Total Actual Cash Incentive | | | Name | | Value ($) | As % of Target | Value ($) | As % of Target | Value ($) | As % of Target | Value ($) | As % of Target | | Henry A. Fernandez | 1,400,000 | 923,720 | 94.3% | 280,000 | 100.0% | 154,000 | 110.0% | 1,357,720 | 96.98% | | Andrew C. Wiechmann | 750,000 | 494,850 | 94.3% | 150,000 | 100.0% | 82,500 | 110.0% | 727,350 | 96.98% | | C. D. Baer Pettit(1) | 1,150,190 | 758,895 | 94.3% | 230,038 | 100.0% | 120,770 | 105.0% | 1,109,703 | 96.48% | | Scott A. Crum | 700,000 | 461,860 | 94.3% | 140,000 | 100.0% | 77,000 | 110.0% | 678,860 | 96.98% | | Robert J. Gutowski | 650,000 | 428,870 | 94.3% | 130,000 | 100.0% | 71,500 | 110.0% | 630,370 | 96.98% |

  84. 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). In 2024, the Compensation Committee approved an LTIP that was materially consistent with the program approved in 2022, which is comprised of (i) PSOs 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, (ii) PSUs earned based on absolute TSR CAGR over a 3-year performance period and (iii) RSU grants that 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.

  85. Long-Term Equity Incentive Compensation Program

    | Compensation Matters | MSCI | 75 |

  86. Long-Term Equity Incentive Compensation Program

    Additionally, to support our “owner-operator” culture, in 2024 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. In 2024, 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 (as set forth in the table below) for our NEOs 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. (Prior to 2024, the CEO and President and CEO received 50% of their equity incentive compensation in the form of PSUs and 50% in the form of PSOs, and the other NEOs received 30% of their equity incentive compensation in the form of RSUs, 35% in the form of PSUs and 35% in the form of PSOs.) 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 also 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.

  87. 2024 Equity Mix

    2024 Equity Mix The table below sets forth the allocation of 2024 RSUs, PSUs and PSOs granted to the NEOs. As reflected in the table below, in 2024, Mr. Fernandez and Mr. Pettit received 100% of their equity incentive compensation in the form of PSUs and PSOs.

  88. 2024 Equity Mix

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

  89. 2024 Equity Mix

    In determining the value of 2024 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 value for each NEO’s equity awards for 2024. Under SEC disclosure rules, we are required to disclose the accounting value for the RSUs, PSUs and PSOs granted to the NEOs in 2024 in “Executive Compensation Tables—Summary Compensation Table” below. As such, the values reflected in the table below may differ from the amounts set forth in the Summary Compensation Table for such awards for 2024.

  90. 2024 Equity Mix

    | Name | RSUs ($) | PSUs ($) | PSOs ($) | Total Equity Compensation ($) | | Henry A. Fernandez | — | 3,480,000 | 8,120,000 | 11,600,000 | | Andrew C. Wiechmann | 795,000 | 795,000 | 1,060,000 | 2,650,000 | | C.D. Baer Pettit | — | 1,950,000 | 4,550,000 | 6,500,000 | | Scott A. Crum | 600,000 | 600,000 | 800,000 | 2,000,000 | | Robert J. Gutowski | 435,000 | 435,000 | 580,000 | 1,450,000 |

  91. 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. The RSUs granted in 2024 will cliff-vest on February 1, 2027, 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.

  92. RSUs

    | 76 | 2025 PROXY STATEMENT |

  93. PSUs

    PSUs The PSUs granted in 2024 will cliff-vest on January 31, 2027, 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 2024 PSUs are eligible to vest between 0% and 200% of target. The 2024 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. The table below sets forth the TSR CAGR performance percentage for the 2024 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.

  94. PSUs

    | TSR CAGR (%) | Performance Percentage (%) | | ≥ 20.0 (maximum) | 200 | | 15.0 | 150 | | 10.0 (target) | 100 | | 9.0 | 50 | | 8.0 (threshold) | 25 | | < 8.0 | No Vesting |

  95. PSUs

    The Compensation Committee established the above TSR performance goal percentages applicable to the 2024 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 2024 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 2024 PSUs would translate to substantial growth in our shareholders’ investments over such performance period, as reflected in the chart below.

  96. PSUs

    | Compensation Matters | MSCI | 77 |

  97. 2020 PSU Award Payouts

    2020 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, 2020 concluded on February 4, 2025 and resulted in the following level of achievement:

  98. 2020 PSU Award Payouts

    | | Performance Period: 2020-2025 | | | | | | | | | | Threshold | | Target | | Maximum | | Actual | | | Metrics | Goal | Payout (% Of Opportunity) | Goal | Payout (% Of Opportunity) | Goal | Payout (% Of Opportunity) | Achievement | Payout (% Of Opportunity) | | TSR CAGR | 10.00% | 50% | 12.50% | 100% | 20.00% | 200% | 16.40% | 164% |

  99. 2020 PSU Award Payouts

    Actual achievement of the TSR CAGR performance metric was 16.4%, which resulted in a payout of 164% of the target number of PSUs. Following the performance adjustment certified by the Compensation Committee, Mr. Fernandez received 58,370 PSUs, Mr. Wiechmann received 2,269 PSUs, Mr. Pettit received 25,943 PSUs, Mr. Crum received 5,446 PSUs and Mr. Gutowski received 1,815 PSUs, all of which vested and converted to shares on February 6, 2025.

  100. 2022 PSU Award Payouts

    2022 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, 2022 concluded on February 2, 2025 and resulted in the following level of achievement:

  101. 2022 PSU Award Payouts

    | | Performance Period: 2022-2025 | | | | | | | | | | Threshold | | Target | | Maximum | | Actual | | | Metrics | Goal | Payout (% Of Opportunity) | Goal | Payout (% Of Opportunity) | Goal | Payout (% Of Opportunity) | Achievement | Payout (% Of Opportunity) | | TSR CAGR | 8.00% | 25% | 10.00% | 100% | 30.00% | 300% | 4.20% | 0% |

  102. 2022 PSU Award Payouts

    The TSR CAGR was below threshold performance level, resulting in no payout for the 3-year PSUs granted to each of Messrs. Fernandez, Wiechmann, Pettit, Crum and Gutowski on February 3, 2022.

  103. 2022 PSO Award Payouts

    2022 PSO Award Payouts The three-year performance period applicable to the PSOs granted to each of Messrs. Fernandez, Wiechmann, Pettit, Crum and Gutowski on February 3, 2022 concluded on December 31, 2024, and the service condition was satisfied on February 3, 2025, and resulted in the following level of achievement:

  104. 2022 PSO Award Payouts

    | 78 | 2025 PROXY STATEMENT |

  105. 2022 PSO Award Payouts

    | | Performance Period: 2022-2025 | | | | | | | | | | Threshold | | Target | | Maximum | | Actual | | | Metrics | Goal | Payout (% Of Opportunity) | Goal | Payout (% Of Opportunity) | Goal | Payout (% Of Opportunity) | Achievement | % Payout | | Cumulative Revenue (in millions) | $7,860.1 | 25% | $8,103.2 | 50% | $8,346.3 | 100% | $7,633.6 | 0% | | Adjusted EPS | $35.31 | 25% | $37.56 | 50% | $39.81 | 100% | $40.17 | 100% |

  106. 2022 PSO Award Payouts

    Actual achievement of the cumulative revenue performance metric was 0% and the adjusted EPS performance metric was 100%, which resulted in a payout of 100% of the target number of PSOs. Following the performance adjustment certified by the Compensation Committee, Mr. Fernandez received 29,564 options to purchase common stock, Mr. Wiechmann received 2,691 options, Mr. Pettit received 16,260 options, Mr. Crum received 3,415 options and Mr. Gutowski received 2,484 options, all of which vested and became exercisable on February 3, 2025.

  107. 2025 Long-Term Equity Incentive Compensation Program

    2025 Long-Term Equity Incentive Compensation Program We believe our executive compensation program continues to effectively align the interests of our NEOs with those of our shareholders by allocating a significant portion of target incentive compensation to long-term equity incentives that emphasize pay-for-performance principles and support long-term value creation. With the assistance of its independent compensation consultant, Semler Brossy, the Compensation Committee considered market practices, shareholder feedback, and MSCI’s strategic and talent priorities in approving the 2025 long-term equity incentive program. In early 2025, the Compensation Committee reaffirmed its commitment to MSCI’s “owner-operator” culture by maintaining a strong emphasis on performance-based equity awards, with the majority of long-term incentives granted in the form of PSUs and PSOs. The Compensation Committee approved market-based increases in annual long-term incentive compensation for our NEOs after consideration of several factors, including peer group data, the Company’s leading talent priorities and the highly competitive market. The Compensation Committee determined that no changes were necessary to the LTIP structure for 2025, as the existing LTIP continues to effectively align executive compensation with shareholder value creation. The LTIP remains heavily performance-weighted, with both the CEO and President & COO receiving 100% of their LTIP awards in performance-based equity.

  108. 2025 Equity Mix

    2025 Equity Mix The table below sets forth the allocation of 2025 RSUs, PSUs and PSOs granted to the NEOs. Please see page 75 for the allocation of 2024 RSUs, PSUs and PSOs granted to the NEOs.

  109. 2025 Equity Mix

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

  110. 2025 Equity Mix

    The table below sets forth the amounts for each NEO’s 2025 equity awards under the LTIP:

  111. 2025 Equity Mix

    | Name | RSUs ($) | PSUs ($) | PSOs ($) | Total Equity Compensation ($) | | Henry A. Fernandez | — | 4,380,000 | 10,220,000 | 14,600,000 | | Andrew C. Wiechmann | 900,000 | 900,000 | 1,200,000 | 3,000,000 | | C.D. Baer Pettit | — | 2,160,000 | 5,040,000 | 7,200,000 | | Scott A. Crum | 720,000 | 720,000 | 960,000 | 2,400,000 | | Robert J. Gutowski | 540,000 | 540,000 | 720,000 | 1,800,000 |

  112. 2025 Equity Mix

    (1)As described below, on page 79 of this Proxy Statement, Mr. Fernandez received a one-time premium-priced stock option award, with a total grant-date value of $15 million, to further incentivize exceptional shareholder returns. See page 72 of this Proxy Statement for additional information on Mr. Fernandez’s contributions.

  113. 2025 Equity Mix

    | Compensation Matters | MSCI | 79 |

  114. 2025 One-Time Premium-Priced Stock Option CEO Award

    2025 One-Time Premium-Priced Stock Option CEO Award On January 27, 2025, the Compensation Committee approved a one-time premium-priced stock option award (“PPOs”) for our Chairman and CEO, Henry A. Fernandez, with a total grant-date value of $15 million. The award consists of three equal tranches with rigorous exercise prices of $1,000, $1,100, and $1,200—representing significant premiums of approximately 69.3%, 86.2% and 103.1%, respectively, to the Company’s stock price at the time of grant. The options vest on the fifth anniversary of the grant date, subject to Mr. Fernandez’s continued service through the vesting date, subject to customary termination provisions, and have a ten-year term. The award does not provide for interim vesting opportunities or “realizable” value for stock prices below $1,000 per share, reinforcing long-term value creation and shareholder alignment. This award reflects the Company’s robust commitment to an “owner-operator” culture by using equity awards that directly link pay and prioritize long-term shareholder value creation, as well as Mr. Fernandez’s exceptional leadership and sustained contributions to MSCI’s growth. The Compensation Committee considered Mr. Fernandez’s proven track record of value creation, including his over 25 years as the Company’s CEO and the more than 37-fold increase in the Company’s share price under his leadership from its initial public offering in 2007 through year-end 2024. This performance reflects a total shareholder return compound annual growth rate (“CAGR”) of 23.5%, significantly exceeding the S&P 500 Index CAGR of 10.6% over the same period. The Compensation Committee, in consultation with its independent compensation consultant, reviewed an in-depth analysis of compensation practices among the Company’s peers and CEO pay opportunities and the performance-based weighting of CEO pay within the Company’s peer group. The Compensation Committee determined that the award appropriately balanced the need to incentivize exceptional shareholder returns while maintaining alignment with market practices and the Company’s pay-for-performance philosophy. If Mr. Fernandez’s employment terminates during the vesting period, the award will be forfeited in full, subject to customary provisions for involuntary termination in the event of a change in control, involuntary termination without cause, death and disability. Unlike the Company’s historical equity incentive compensation program, the award does not include any retirement vesting provisions. To that end, the entirety of the award will be “at-risk” and contingent upon Mr. Fernandez’s continued service with the Company. The grant date fair value of the award will be reflected in the 2025 Summary Compensation Table and in the Grants of Plan-Based Awards Table in our Proxy Statement for our 2026 annual meeting of shareholders.

  115. 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, 2024, assuming 100% achievement of the annual bonus opportunity, such amounts would have equaled $2,050,000 for Mr. Wiechmann and $3,099,124 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 $1.278 for fiscal 2024). 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.

  116. Employment Agreements

    | 80 | 2025 PROXY STATEMENT |

  117. Employment Agreements

    Additional information on post-termination and change in control benefits for our NEOs, assuming a qualifying event occurred as of December 31, 2024, is provided in the section titled “Potential Payments upon Termination or Change in Control,” on page 89 of this Proxy Statement.

  118. Equity Award Timing

    Equity Award Timing Although we do not have a formal policy with respect to the timing of grants of our LTIP awards, the Compensation Committee has historically granted such awards on a predetermined annual schedule, at its January meeting each year. We also periodically grant off-cycle LTIP awards in connection with specific circumstances such as new hires, promotions, retention efforts or as replacement grants. The Company has never granted, and has no plans to grant, any LTIP award to current or new employees in anticipation of the release of material nonpublic information, and we do not accelerate or delay the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. The Company does not backdate stock options or restricted stock units. The exercise price of stock options is no less than the closing price of MSCI stock on the effective date of the grant. During 2024, no equity awards were granted to named executive officers within four business days preceding or one business day after the filing of any Form 10-K, 10-Q or 8-K disclosing material nonpublic information.

  119. 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 2024, 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, and the Compensation Committee reviewed materials previously prepared by Semler Brossy 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.

  120. 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 2024, 2023 and 2022. 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 $1.278, $1.243 and $1.237 for fiscal 2024, 2023 and 2022, respectively.

  121. 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 | 2024 | 1,000,000 | — | 3,480,002 | 8,120,159 | 1,357,720 | 1,738,726 | 15,696,607 | | | 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 | | Andrew C. Wiechmann Chief Financial Officer | 2024 | 550,000 | — | 1,590,679 | 1,060,070 | 727,350 | 83,756 | 4,011,855 | | | 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 | | C.D. Baer Pettit President and Chief Operating Officer | 2024 | 798,743 | — | 1,950,088 | 4,550,206 | 1,109,703 | 586,225 | 8,994,965 | | | 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 | | Scott A. Crum Chief Human Resources Officer | 2024 | 550,000 | — | 1,200,520 | 800,166 | 678,860 | 168,588 | 3,398,134 | | | 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 | | Robert J. Gutowski General Counsel and Head of Corporate Affairs | 2024 | 500,000 | — | 870,448 | 580,059 | 630,370 | 76,952 | 2,657,829 | | | 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 |

  122. Summary Compensation Table

    (1)Mr. Pettit’s 2024 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 2022, February 2023 and February 2024 as part of the annual compensation process. The following table represents the grant date fair value of stock and option awards granted during February 2024:

  123. Summary Compensation Table

    | Grant Date Fair Value of Stock Units Granted During 2024 ($) |

  124. Summary Compensation Table

    | Name | RSUs | PSUs | PSOs | Total | | Henry A. Fernandez | — | 3,480,002 | 8,120,159 | 11,600,161 | | Andrew C. Wiechmann | 795,566 | 795,113 | 1,060,070 | 2,650,749 | | C.D. Baer Pettit | — | 1,950,088 | 4,550,206 | 6,500,294 | | Scott A. Crum | 600,416 | 600,104 | 800,166 | 2,000,686 | | Robert J. Gutowski | 435,197 | 435,251 | 580,059 | 1,450,507 |

  125. Summary Compensation Table

    The grant date fair value of the PSUs granted to the NEOs during 2024 was calculated 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, excluding the effect of estimated forfeitures. The grant date value of the PSUs granted to the NEOs in 2024 and reported in the table above, assuming the highest level of performance conditions will be achieved (200% of target levels), is $6,960,005 for Mr. Fernandez, $1,590,226 for Mr. Wiechmann, $3,900,176 for Mr. Pettit, $1,200,209 for Mr. Crum and $870,503 for Mr. Gutowski. The grant date value of the PSUs is calculated using a Monte-Carlo simulation valuation model that takes into account all possible outcomes of the performance-based condition, including consideration of maximum payout value. The amounts reflected in this column and in this footnote do not represent the actual amounts that will be paid to or realized by our NEOs for awards made during the respective fiscal year.

  126. Summary Compensation Table

    | Compensation Matters | MSCI | 85 |

  127. Summary Compensation Table

    The grant date fair value of the PSOs granted to the NEOs during 2024 was calculated using the Black-Scholes option pricing model, in accordance with FASB ASC Subtopic 718-10. The grant date value of the PSOs granted to the NEOs in 2024 and reported in the table above, assuming the highest level of performance conditions will be achieved (200% of target levels), is $16,240,317 for Mr. Fernandez, $2,120,139 for Mr. Wiechmann, $9,100,412 for Mr. Pettit, $1,600,331 for Mr. Crum and $1,160,118 for Mr. Gutowski. Information regarding the assumptions used to value these awards is set forth in note 11 to the consolidated financial statements included in the Company’s 2024 Annual Report on Form 10-K. (3)Represents the annual cash bonus paid for 2024, 2023 and 2022 performance, as applicable, (i) under the 2024 AIP in February 2025 with respect to the 2024 performance year, (ii) under the 2023 AIP in February 2024 with respect to the 2023 performance year and (iii) under the 2022 AIP in February 2023 with respect to the 2022 performance year. (4)The Company does not offer defined benefit pension plans or a nonqualified deferred compensation plan to NEOs. (5)The amounts reflected in the “All Other Compensation” column for 2024 include Company matching contributions to the MSCI Inc. 401(k) Retirement Savings Plan of $26,910 for each of Mr. Fernandez, Mr. Crum, Mr. Wiechmann and Mr. Gutowski. Company contributions to the MSCI Barra Group (UK) Personal Pension Plan for Mr. Pettit in 2024 totaled £62,500 ($79,874). (6)The amount included in the “All Other Compensation” column includes Company matching contributions to the 2024 UK Medical Coverage for Mr. Pettit in 2024 equal to for £5,190 ($6,633). (7)In connection with the Company’s payment of its quarterly cash dividend, the “All Other Compensation” column includes for 2024 the payment to Messrs. Wiechmann, Crum and Gutowski of dividend equivalents for outstanding RSUs and, for all NEOs outstanding 2021 3-Year PSUs and 2019 5-Year PSUs, as follows:

  128. Summary Compensation Table

    | 2024 Dividend Equivalents ($) |

  129. Summary Compensation Table

    | Name | 2019 5-Year PSUs | 2021 3-Year PSUs | Outstanding RSUs | | | | | | | 1Q 2024 | 1Q 2024 | 1Q 2024 | 2Q 2024 | 3Q 2024 | 4Q 2024 | Total | | Henry A. Fernandez | 1,611,542 | 100,274 | — | — | — | — | 1,711,816 | | Andrew C. Wiechmann | 26,008 | 10,510 | 5,082 | 5,082 | 5,082 | 5,082 | 56,846 | | C.D. Baer Pettit | 446,242 | 53,476 | — | — | — | — | 499,718 | | Scott A. Crum | 109,057 | 14,029 | 4,648 | 4,648 | 4,648 | 4,648 | 141,678 | | Robert J. Gutowski | 26,008 | 10,510 | 3,381 | 3,381 | 3,381 | 3,381 | 50,042 |

  130. Summary Compensation Table

    | 86 | 2025 PROXY STATEMENT |

  131. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding awards granted to our NEOs during fiscal 2024.

  132. 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 | — | 1/26/2024 | — | 1,400,000 | 2,100,000 | — | — | — | — | — | — | | | PSU(4) | 2/1/2024 | 1/26/2024 | — | — | — | 1,731 | 6,924 | 13,848 | — | — | 3,480,002 | | | PSO(5) | 2/1/2024 | 1/26/2024 | — | — | — | 9,130 | 36,523 | 73,046 | — | 598.62 | 8,120,159 | | Andrew C. Wiechmann | AIP | — | 1/26/2024 | — | 750,000 | 1,125,000 | — | — | — | — | — | — | | | RSU(3) | 2/1/2024 | 1/26/2024 | — | — | — | — | — | — | 1,329 | — | 795,566 | | | PSU(4) | 2/1/2024 | 1/26/2024 | — | — | — | 395 | 1,582 | 3,164 | — | — | 795,113 | | | PSO(5) | 2/1/2024 | 1/26/2024 | — | — | — | 1,192 | 4,768 | 9,536 | — | 598.62 | 1,060,070 | | C.D. Baer Pettit(2) | AIP | — | 1/26/2024 | — | 1,150,190 | 1,725,285 | — | — | — | — | — | — | | | PSU(4) | 2/1/2024 | 1/26/2024 | — | — | — | 970 | 3,880 | 7,760 | — | — | 1,950,088 | | | PSO(5) | 2/1/2024 | 1/26/2024 | — | — | — | 5,116 | 20,466 | 40,932 | — | 598.62 | 4,550,206 | | Scott A. Crum | AIP | — | 1/26/2024 | — | 700,000 | 1,050,000 | — | — | — | — | — | — | | | RSU(3) | 2/1/2024 | 1/26/2024 | — | — | — | — | — | — | 1,003 | — | 600,416 | | | PSU(4) | 2/1/2024 | 1/26/2024 | — | — | — | 298 | 1,194 | 2,388 | — | — | 600,104 | | | PSO(5) | 2/1/2024 | 1/26/2024 | — | — | — | 899 | 3,599 | 7,198 | — | 598.62 | 800,166 | | Robert J. Gutowski | AIP | — | 1/26/2024 | — | 650,000 | 975,000 | — | — | — | — | — | — | | | RSU(3) | 2/1/2024 | 1/26/2024 | — | — | — | — | — | — | 727 | — | 435,197 | | | PSU(4) | 2/1/2024 | 1/26/2024 | — | — | — | 216 | 866 | 1,732 | — | — | 435,251 | | | PSO(5) | 2/1/2024 | 1/26/2024 | — | — | — | 652 | 2,609 | 5,218 | — | 598.62 | 580,059 |

  133. Grants of Plan-Based Awards

    (1)Represents the target and maximum payouts with respect to the AIP for 2024. 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 2024 AIP payment was £868,320. (3)Represents service vesting RSUs granted during 2024 that cliff-vest on February 1, 2027, subject to continued service through the vesting date. (4)Represents the target number of PSUs granted during 2024 that cliff-vest at the end of a three-year performance period from February 1, 2024 to January 31, 2027, 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 200% of the target amount. (5)Represents the target number of PSOs granted during 2024 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, 2024 to December 31, 2026. 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.

  134. Grants of Plan-Based Awards

    | Compensation Matters | MSCI | 87 |

  135. 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, 2024, which units remain subject to forfeiture and cancellation provisions.

  136. 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Henry A. Fernandez | | | | — | — | 90,972 | 54,584,110 | | | 73,046(3) | 598.62 | 2/1/2034 | | | | | | | 55,848(2) | 554.52 | 2/2/2033 | | | | | | | 29,564(1) | 549.83 | 2/3/2032 | | | | | | Andrew C. Wiechmann | | | | 3,176 | 1,905,632 | 5,422 | 3,253,254 | | | 9,536(3) | 598.62 | 2/1/2034 | | | | | | | 7,464(2) | 554.52 | 2/2/2033 | | | | | | | 2,691(1) | 549.83 | 2/3/2032 | | | | | | C.D. Baer Pettit | | | | — | — | 42,475 | 25,485,425 | | | 40,932(3) | 598.62 | 2/1/2034 | | | | | | | 31,478(2) | 554.52 | 2/2/2033 | | | | | | | 16,260(1) | 549.83 | 2/3/2032 | | | | | | Scott A. Crum | | | | 2,905 | 1,743,029 | 9,132 | 5,479,291 | | | 7,198(3) | 598.62 | 2/1/2034 | | | | | | | 6,576(2) | 554.52 | 2/2/2033 | | | | | | | 3,415(1) | 549.83 | 2/3/2032 | | | | | | Robert J. Gutowski | | | | 2,113 | 1,267,821 | 4,042 | 2,425,240 | | | 5,218(3) | 598.62 | 2/1/2034 | | | | | | | 4,798(2) | 554.52 | 2/2/2033 | | | | | | | 2,484(1) | 549.83 | 2/3/2032 | | | | |

  137. 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, 2024 and remain subject to performance adjustment and forfeiture provisions. These values represent the number of stock options 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, 2024 and remain subject to performance adjustment and forfeiture provisions. These values represent the number of stock options 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 the award of PSOs that was granted on February 1, 2024, which 2024 PSOs were unexercised and unearned as of December 31, 2024 and remain subject to performance adjustment and forfeiture provisions. These values represent the number of stock options 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.”

  138. Outstanding Equity Awards at Fiscal Year-End

    | 88 | 2025 PROXY STATEMENT |

  139. Outstanding Equity Awards at Fiscal Year-End

    (4)Represents unvested RSUs outstanding as of December 31, 2024. 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:

  140. Outstanding Equity Awards at Fiscal Year-End

    | | Number of RSUs by Vesting Date | | | | | Name | 2/3/2025 | 2/2/2026 | 2/3/2027 | Total | | Henry A. Fernandez | — | — | — | — | | Andrew C. Wiechmann | 710 | 1,137 | 1,329 | 3,176 | | C.D. Baer Pettit | — | — | — | — | | Scott A. Crum | 901 | 1,001 | 1,003 | 2,905 | | Robert J. Gutowski | 655 | 731 | 727 | 2,113 |

  141. Outstanding Equity Awards at Fiscal Year-End

    (5)The market value of outstanding RSUs is based on a share price of $600.01, the closing share price of MSCI common stock on December 31, 2024, rounded to the nearest whole number. (6)Represents outstanding and unvested PSUs held on December 31, 2024 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.”

  142. 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 2024.

  143. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Henry A. Fernandez | — | — | 91,320 | 53,275,175 | | Andrew C. Wiechmann | — | — | 2,336 | 1,364,878 | | C.D. Baer Pettit | — | — | 27,158 | 15,843,706 | | Scott A. Crum | — | — | 7,213 | 4,212,885 | | Robert J. Gutowski | — | — | 2,336 | 1,364,878 |

  144. Option Exercises and Stock Vested

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

  145. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  146. Estimated Potential Payments upon Termination or Change in Control

    Estimated Potential Payments upon Termination or Change in Control

  147. 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) | | Qualified Retirement- 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 | | 48,737,717 | | 48,737,717 | 48,737,717 | | 4,702,640 | | 66,281 | | 48,737,717 | | Andrew C. Wiechmann | | 3,880,804 | | 5,841,123 | — | | 2,547,847 | | — | | 5,841,123 | | C.D. Baer Pettit | | 20,163,254 | | 24,504,124 | 20,163,254 | | 4,164,623 | | 17,908 | | 24,504,124 | | Scott A. Crum | | 6,915,848 | | 6,915,848 | 6,915,848 | | 2,451,327 | | 77,129 | | 6,915,848 | | Robert J. Gutowski | | 3,055,831 | | 4,267,671 | — | | 2,254,800 | | 66,281 | | 4,267,671 |

  148. Estimated Potential Payments upon Termination or Change in Control

    (1)With respect to RSUs or PSUs, values are based on the closing share price of MSCI common stock on December 31, 2024 ($600.01). With respect to PSOs, represents the closing share price of MSCI common stock on December 31, 2024 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 $107,446,400 for Mr. Fernandez, $7,536,003 for Mr. Wiechmann, $44,819,983 for Mr. Pettit, $13,251,487 for Mr. Crum and $6,001,860 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 $107,446,400 for Mr. Fernandez, $10,889,632 for Mr. Wiechmann, $54,558,341 for Mr. Pettit, $13,251,487 for Mr. Crum and $8,114,736 for Mr. Gutowski. (4)These amounts represent the values associated with the acceleration of the payout of RSUs, PSUs and PSOs upon a termination of the NEO’s employment due to qualified retirement, pursuant to the terms of the applicable award agreement. With respect to Mr. Fernandez and Mr. Crum, such acceleration is treated in accordance with the provisions applicable 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 acceleration is treated as in accordance with the provisions applicable to “55/10 Retirement Eligibility” as detailed above under “—Potential Payments Upon Termination or Change in Control—Equity Acceleration.” The value associated with the acceleration of unvested awards (assuming payout at the maximum performance level) is $107,446,400 for Mr. Fernandez, $44,819,983 for Mr. Pettit and $13,251,487 for Mr. Crum. (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 $107,446,400 for Mr. Fernandez, $10,889,632 for Mr. Wiechmann, $54,558,341 for Mr. Pettit, $13,251,487 for Mr. Crum and $8,114,736 for Mr. Gutowski.

  149. Estimated Potential Payments upon Termination or Change in Control

    | Compensation Matters | MSCI | 93 |

  150. 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 2024: •the median of the annual total compensation of all our employees (except our Chief Executive Officer) was $55,751; •the annual total compensation of our Chief Executive Officer was $15,696,607; and •the ratio of these two amounts was 282 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.

  151. 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 2024, 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.

  152. Pay Versus Performance

    | 2024 Pay Versus Performance Table |

  153. Pay Versus Performance

    | 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) | | | | | | | 2024 | | 15,696,607 | | 17,879,415 | | 4,765,696 | | 4,657,379 | 243.6 | | 176.4 | | 1,109,128 | | 15.20 | | 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 |

  154. Pay Versus Performance

    (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 2024, 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 2024, 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in columns (c) and (e), adjusted as follows in the table below. However, the reconciliation of these amounts, as required under SEC rules, is presented only for 2024 in the table below. 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 2024, see “Compensation Discussion and Analysis” beginning on page 58 of this Proxy Statement.

  155. Pay Versus Performance

    | | PEO 2024 | Non-PEOs 2024 | | | Summary Compensation Table Total | 15,696,607 | | 4,765,696 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (11,600,161) | | (3,150,559) | | Plus Fair Value of Outstanding Unvested Awards Granted in the Covered Year | 10,493,149 | | 2,869,023 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | 1,347,551 | | (73,118) | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | 1,942,269 | | 246,337 | | Less Fair Value (as of end of prior fiscal year) of Awards Forfeited during the Covered Year | — | | — | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | — | | — | | Compensation Actually Paid | 17,879,415 | | 4,657,379 |

  156. Pay Versus Performance

    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 4.4 years for the PSOs granted in 2022, 5.1 years for the PSOs granted in 2023, and 6.3 years for the PSOs granted in 2024. 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 equally under the terms of the PSOs).

  157. Pay Versus Performance

    | Compensation Matters | MSCI | 95 |

  158. Pay Versus Performance

    (3)TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 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, 2024, 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.

  159. Disclosure of Relationships

    | Compensation Actually Paid, MSCI Cumulative TSR and Peer Group Cumulative TSR |

  160. Disclosure of Relationships

    | | Compensation Actually Paid to PEO | | Average Compensation Actually Paid to Non-PEO NEOs | | Total Shareholder Return(1) | | Peer Group Total Shareholder Return(1) | | ¢ | | ¢ | | | | | |

  161. Disclosure of Relationships

    | Compensation Actually Paid and Net Income |

  162. Disclosure of Relationships

    | | Compensation Actually Paid to PEO | | Average Compensation Actually Paid to Non-PEO NEOs | | | | ¢ | | ¢ | | | Net Income |

  163. Disclosure of Relationships

    | Compensation Actually Paid and Adjusted EPS |

  164. Disclosure of Relationships

    | | Compensation Actually Paid to PEO | | Average Compensation Actually Paid to Non-PEO NEOs | | | | ¢ | | ¢ | | | Adjusted EPS(1) |

  165. Revise Limits on Non-Employee Director Compensation

    Revise Limits on Non-Employee Director Compensation •Revises the annual cap on total compensation for non-employee directors, limiting the value of equity awards and cash compensation to $1,000,000 per director (from $2,000,000), aligning with market practices and shareholder expectations.

  166. 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 when we (i) have received a notice of termination, non-renewal or an indication the client does not intend to continue their subscription during the period and (ii) have determined that such notice evidences the client’s final decision to terminate or not renew the applicable products or services, even though such termination or non-renewal may not be effective until a later date. 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.

  167. Run Rate

    | Annex C: MSCI Inc. 2025 Omnibus Incentive Plan | MSCI | 129 |

  168. Run Rate

    | | Annex C: MSCI Inc. 2025 Omnibus Incentive Plan |

  169. Run Rate

    Section 1. Purpose. The purpose of the MSCI Inc. 2025 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of MSCI Inc. (the “Company”), thereby furthering the best interests of the Company and its shareholders. Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below: (a)“Affiliate” means any entity that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Company. Whether employment by or service with an Affiliate is included within the scope of this Plan shall be determined by the Committee. (b)“Award” means any Option, SAR, Restricted Stock, RSU, Retainer, Performance Award, Other Cash-Based Award or Other Stock-Based Award granted under the Plan. (c)“Award Agreement” means any agreement, contract or other instrument or document (including in electronic form) evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant. (d)“Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. (e)“Beneficiary” means a Person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of a Participant’s death. If no such Person can be named or is named by a Participant, or if no Beneficiary designated by a Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate. (f)“Board” means the Board of Directors of the Company. (g)“Change in Control” means the occurrence of any one or more of the following events: (i)any Person, other than (A) any employee plan established by the Company or any Subsidiary, (B) the Company or any of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an entity owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company, is (or becomes, during any 12-month period) the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 30% or more of the total voting power of the stock of the Company; provided that the provisions of this subsection (i) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection (iii) below; (ii)a change in the composition of the Board such that, during any 12-month period, the individuals who, as of the beginning of such period, constitute the Board (the “Existing Board”) cease for any reason to constitute at least 50% of the Board; provided, however, that any individual becoming a member of the Board subsequent to the beginning of such period whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the Directors immediately prior to the date of such appointment or election shall be considered as though such individual were a member of the Existing Board; provided further, that, notwithstanding the foregoing, no individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 or Regulation 14A promulgated under the Exchange Act or successor statutes or rules containing analogous concepts) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, shall in any event be considered to be a member of the Existing Board;

  170. Run Rate

    | 130 | 2025 PROXY STATEMENT |

  171. Run Rate

    (iii)the consummation of a merger, amalgamation or consolidation of the Company or any of its Subsidiaries with any other corporation or other entity, or the issuance of voting securities in connection with a merger, amalgamation or consolidation of the Company pursuant to applicable stock exchange requirements; provided that immediately following such transaction the voting securities of the Company or such Subsidiary outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such transaction or parent entity thereof) 50% or more of the total voting power and total fair market value of the Company’s or such Subsidiary’s stock (or, if the Company or such Subsidiary is not the surviving entity of such merger or consolidation, 50% or more of the total voting power and total fair market value of the stock of such surviving entity or parent entity thereof); and provided, further, that such a transaction effected to implement a recapitalization of the Company or any of its Subsidiaries (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company or any such Subsidiary (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more of either the then-outstanding Shares or the combined voting power and total fair market value of the Company’s then-outstanding voting securities shall not be considered a Change in Control; or (iv)the sale or disposition by the Company of all or substantially all of the Company’s assets in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. Notwithstanding the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions, (B) for any Award or portion thereof that constitutes “deferred compensation” (as defined in Section 409A of the Code), to the extent necessary to avoid the imposition of interest or additional tax under Section 409A of the Code, no event or circumstances described in any of clauses (i) through (iv) above shall constitute a Change in Control unless such event or circumstances also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as defined in Section 409A of the Code and (C) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of the Company by any Person that is considered to effectively control the Company. In no event will a Change in Control be deemed to have occurred if any Participant is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act that effects a Change in Control. Terms used in the definition of a Change in Control shall be as defined or interpreted in a manner consistent with Section 409A of the Code. (h)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto. (i)“Committee” means the compensation committee of the Board unless another committee is designated by the Board. If there is no compensation committee of the Board and the Board does not designate another committee, references herein to the “Committee” shall refer to the Board. (j)“Consultant” means any individual, including an advisor, who is providing services to the Company or any Subsidiary or who has accepted an offer of service or consultancy from the Company or any Subsidiary. (k)“Director” means any member of the Board. (l)“Effective Date” means the date on which the Plan is approved by the shareholders of the Company. (m)“Employee” means any individual, including any officer, employed by the Company or any Subsidiary or Affiliate or any prospective employee or officer who has accepted an offer of employment from the Company or any Subsidiary or Affiliate, with the status of employment determined based upon such factors as are deemed appropriate by the Committee in its discretion, subject to any requirements of the Code or applicable laws. (n)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.

  172. Run Rate

    | Annex C: MSCI Inc. 2025 Omnibus Incentive Plan | MSCI | 131 |

  173. Run Rate

    (o)“Fair Market Value” means (i) with respect to Shares, the closing price of a Share on the trading day immediately preceding the date of determination (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred), on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined by the Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. (p)“Incentive Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that meets the requirements of Section 422 of the Code. (q)“Intrinsic Value” with respect to an Option or SAR Award means (i) (A) the excess, if any, of the price or implied price per Share in a Change in Control or other event over (B) the exercise or hurdle price of such Award multiplied by (ii) the number of Shares covered by such Award. (r)“Non-Qualified Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that is not an Incentive Stock Option. (s)“Option” means an Incentive Stock Option or a Non-Qualified Stock Option. (t)“Other Cash-Based Award” means an Award granted pursuant to Section 10, including cash awarded as a bonus or upon the attainment of specified performance criteria or otherwise as permitted under the Plan. (u)“Other Stock-Based Award” means an Award granted pursuant to Section 10 that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, dividend rights or dividend equivalent rights or Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee. (v)“Participant” means the recipient of an Award granted under the Plan. (w)“Performance Award” means an Award granted pursuant to Section 9. (x)“Performance Period” means the period established by the Committee with respect to any Performance Award during which the performance goals specified by the Committee with respect to such Award are to be measured. (y)“Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof. (z)“Prior Plan Award” means any award that is outstanding as of the Effective Date that was previously granted under a Prior Plan. (aa) “Prior Plans” means each of the MSCI Inc. 2016 Omnibus Incentive Plan and the MSCI Inc. 2016 Non-Employee Directors Compensation Plan, in each as amended or restated from time to time. (bb) “Restricted Stock” means any Share subject to certain restrictions and forfeiture conditions, granted pursuant to Section 8. (cc) “Retainer” means an annual retainer payable to a non-employee Director pursuant to Section 11 for service as (i) a member of the Board or a committee of the Board or (ii) chair or lead director of the Board or chair of any such committee. (dd) “RSU” means a contractual right granted pursuant to Section 8 that is denominated in Shares. Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof. Awards of RSUs may include the right to receive dividend equivalents. (ee) “SAR” means any right granted pursuant to Section 7 to receive upon exercise by a Participant or settlement, in cash, Shares or a combination thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise or hurdle price of the right on the date of grant. (ff) “SEC” means the Securities and Exchange Commission. (gg) “Share” means a share of the Company’s common stock, $0.01 par value.

  174. Run Rate

    | 132 | 2025 PROXY STATEMENT |

  175. Run Rate

    (hh) “Subsidiary” means an entity of which the Company directly or indirectly holds all or a majority of the value of the outstanding equity interests of such entity or a majority of the voting power with respect to the voting securities of such entity. Whether employment by or service with a Subsidiary is included within the scope of this Plan shall be determined by the Committee. (ii) “Substitute Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired by the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries combines. (jj) “Termination of Service” means, in the case of a Participant who is an Employee, cessation of the employment relationship such that the Participant is no longer an employee of the Company or any Subsidiary or Affiliate, or, in the case of a Participant who is a Consultant, Director or other service provider, the date the performance of services for the Company or any Subsidiary has ended; provided, however, that, unless the Committee determines otherwise, in the case of a Participant who is an Employee, the transfer of employment from the Company to a Subsidiary or Affiliate, from a Subsidiary or Affiliate to the Company, from one Subsidiary or Affiliate to another Subsidiary or Affiliate or the cessation of employee status but the continuation of the performance of services for the Company or a Subsidiary as a Director or Consultant shall not be deemed a cessation of service that would constitute a Termination of Service; provided, further, that, unless the Committee determines otherwise, a Termination of Service shall be deemed to occur for a Participant employed by, or performing services for, a Subsidiary when such Subsidiary ceases to be a Subsidiary unless such Participant’s employment or service continues with the Company or another Subsidiary. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a Termination of Service occurs when a Participant experiences a “separation of service” (as such term is defined under Section 409A of the Code). Section 3. Eligibility. (a)Any Employee, non-employee Director or Consultant shall be eligible to be selected to receive an Award under the Plan, to the extent that an offer of an Award or a receipt of such Award is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. (b)Holders of options and other types of awards granted by a company or other business that is acquired by the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries combines are eligible for grants of Substitute Awards under the Plan to the extent permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Section 4. Administration. (a)Administration of the Plan. The Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its shareholders, Participants and any Beneficiaries thereof. The Committee may issue rules and regulations for administration of the Plan. (b)Delegation of Authority. To the extent permitted by applicable law, including under Section 157(c) of the Delaware General Corporation Law, the Committee may delegate some or all of its authority under the Plan, including the authority to grant or administer Options and SARs or other Awards (except that such delegation shall not be applicable to any Award for a Person then covered by Section 16 of the Exchange Act), to one or more subcommittees of the Committee (which may consist of solely one Director) or to other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that the Committee may set at the time of the delegation. (c)Authority of Committee. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award and prescribe the form of each Award Agreement which need not be identical for each Participant; (v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) amend terms or conditions of any outstanding Awards; (viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and

  176. Run Rate

    | Annex C: MSCI Inc. 2025 Omnibus Incentive Plan | MSCI | 133 |

  177. Run Rate

    regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein. Section 5. Shares Available for Awards. (a)Subject to adjustment as provided in Section 5(c) and except for Substitute Awards, the maximum number of Shares available for issuance under the Plan shall not exceed in the aggregate (i) 3,621,064 Shares plus (ii) the total number of Shares remaining available for issuance under the Prior Plans as of the Effective Date. Shares underlying Substitute Awards and Shares remaining available for grant under a plan of an acquired company or of a company with which the Company or one of its Subsidiaries combines (whether by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the acquisition or combination transaction, shall not reduce the number of Shares remaining available for grant hereunder. (b)If any Award or Prior Plan Award is forfeited, cancelled, expires, terminates or otherwise lapses or is settled in cash, in whole or in part, without the delivery of Shares, then the Shares covered by such forfeited, expired, terminated or lapsed Award or Prior Plan Award shall again be available for grant under the Plan. For the avoidance of doubt, the following will not again become available for issuance under the Plan: (i) any Shares withheld in respect of taxes relating to any Award or Prior Plan Award; (ii) any Shares tendered or withheld to pay the exercise price of Options or SARs (including any stock options or stock appreciation rights that are Prior Plan Awards); (iii) any Shares with respect to an Award repurchased by the Company using Option exercise proceeds; or (iv) any Shares subject to a SAR granted under the Plan or a Prior Plan that are not issued in connection with the stock settlement of the SAR upon the exercise thereof. (c)In the event that the Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, amalgamation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, subject to compliance with Section 409A of the Code and other applicable law, adjust equitably so as to ensure no undue enrichment or harm, (including, without limitation, by payment of cash) any or all of: (i)the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the limits specified in Section 5(a) and Section 5(f); (ii)the number and type of Shares (or other securities) subject to outstanding Awards; (iii)the grant, purchase, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; and (iv)the terms and conditions of any outstanding Awards, including the performance criteria of any Performance Awards; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number. (d)Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury Shares (including shares repurchased or reacquired by the Company) or Shares otherwise acquired by the Company. (e)A Participant who is a non-employee Director may not receive compensation for any calendar year (including the calendar year in which the non-employee Director is first elected or appointed to the Board) in excess of $1,000,000 in the aggregate, including cash payments and Awards. For purposes of applying the limitation in this Section 5(e), Awards will be considered compensation in the calendar year in which the date of grant occurs and the value of such Award shall be its grant date fair value for financial reporting purposes.

  178. Run Rate

    | 134 | 2025 PROXY STATEMENT |

  179. Run Rate

    (f)Subject to adjustment as provided in Section 5(c), the maximum number of Shares available for issuance with respect to Incentive Stock Options shall be 3,621,064. Section 6. Options. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: (a)The exercise price per Share under an Option shall be determined by the Committee at the time of grant; provided, however, that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option. (b)The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option. Subject to Section 14, the Committee shall determine the time or times at which an Option becomes vested and exercisable in whole or in part. (c)The Committee shall determine the method or methods by which, and the form or forms, including cash, Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, having a Fair Market Value on the exercise date equal to the exercise price of the Shares as to which the Option shall be exercised, in which payment of the exercise price with respect thereto may be made or deemed to have been made. (d)No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options (except as provided under Section 5(c)). (e)The Committee may, in its discretion, specify in the applicable Award Agreement that if, as of the last trading day immediately prior to an Option’s expiration date, the Fair Market Value of a Share underlying any outstanding and unexercised portion of such Option is greater than the exercise price then in effect, then such outstanding and unexercised Option shall be deemed automatically exercised immediately before its expiration. For the avoidance of doubt, the automatic exercise of any Option under this Section 6(e) shall not apply at any time on or following the Participant’s Termination of Service. (f)The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code). Section 7. Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: (a)SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6. (b)The exercise or hurdle price per Share under a SAR shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR. (c)The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR. Subject to Section 14, the Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part. (d)Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of Shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one Share on the exercise date over the exercise or hurdle price of such SAR. The Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee. (e)The Committee may, in its discretion, specify in the applicable Award Agreement that if, as of the last trading day immediately prior to a SAR’s expiration date, the Fair Market Value of a Share underlying any outstanding and unexercised portion of such SAR is greater than the exercise price then in effect, then such outstanding and unexercised SAR shall be deemed automatically exercised immediately before its expiration. For the avoidance of doubt, the automatic exercise of any SAR under this Section 7(e) shall not apply at any time on or following the Participant’s Termination of Service. (f)No grant of SARs may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such SARs (except as provided under Section 5(c)).

  180. Run Rate

    | Annex C: MSCI Inc. 2025 Omnibus Incentive Plan | MSCI | 135 |

  181. Run Rate

    Section 8. Restricted Stock and RSUs. The Committee is authorized to grant Awards of Restricted Stock and RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: (a)The Award Agreement shall specify the vesting schedule and, with respect to RSUs, the delivery schedule (which may include deferred delivery later than the vesting date). (b)Awards of Restricted Stock and RSUs shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. (c)Subject to the restrictions or limitations set forth in the applicable Award Agreement, a Participant generally shall have the rights and privileges of a stockholder with respect to Awards of Restricted Stock, including the right to vote such Shares of Restricted Stock and the right to receive dividends. An RSU shall not convey to the Participant the rights and privileges of a stockholder with respect to the Share subject to the RSU, such as the right to vote or the right to receive dividends, unless and until a Share is issued to the Participant to settle the RSU. (d)The Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividends, dividend equivalents or other distributions, as applicable, paid on Awards of Restricted Stock or RSUs prior to vesting or settlement, as applicable, be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividends, dividend equivalents or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions as the underlying Awards. (e)Any Award of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. Shares delivered upon the vesting and settlement of an RSU Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. (f)The Committee may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock, the Participant shall be required to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office. (g)The Committee may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement of any RSU Award may be made. Section 9. Performance Awards. The Committee is authorized to grant Performance Awards to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: (a)Performance Awards may be denominated as a cash amount, number of Shares or units or a combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the grant to a Participant or the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee. (b)Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis, may be established on a corporate-wide basis, with respect to one or more business units, divisions, subsidiaries or business segments, may be based on a ratio or separate calculation of any performance criteria and may be made relative to an index, one or more of the performance goals themselves, a previous period’s results or to a designated comparison group. Relative performance may be measured against a group of peer companies, a financial market index or other acceptable objective and quantifiable indices. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable such that it does not provide any undue enrichment or harm. Performance measures may vary from Performance Award to Performance Award and from Participant to Participant, and may be established on a stand-alone

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    basis, in tandem or in the alternative. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 9(b) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements of any applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. (c)Settlement of Performance Awards shall be in cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined in the discretion of the Committee. (d)A Performance Award shall not convey to a Participant the rights and privileges of a stockholder with respect to the Share subject to the Performance Award, such as the right to vote (except as relates to Restricted Stock) or the right to receive dividends, unless and until Shares are issued to the Participant to settle the Performance Award. The Committee, in its sole discretion, may provide that a Performance Award shall convey the right to receive dividend equivalents on the Shares underlying the Performance Award with respect to any dividends declared during the period that the Performance Award is outstanding, in which case, such dividend equivalent rights shall accumulate and shall be paid in cash or Shares on the settlement date of the Performance Award, subject to the Participant’s earning of the Shares underlying the Performance Awards with respect to which such dividend equivalents are paid upon achievement or satisfaction of performance conditions specified by the Committee. Shares delivered upon the vesting and settlement of a Performance Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to Performance Awards that are not earned or otherwise do not vest or settle pursuant to their terms. (e)The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award. Section 10. Other Cash-Based Awards and Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant Other Cash-Based Awards (either independently or as an element of or supplement to any other Award under the Plan) and Other Stock-Based Awards. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 10 shall be purchased for such consideration, and paid for at such times, by such methods and in such forms, including cash, Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, as the Committee shall determine; provided that the purchase price therefor shall not be less than the Fair Market Value of such Shares on the date of grant of such right. Section 11. Retainers. The Committee is authorized, subject to limitations under applicable law, to grant Retainers to Participants. The Committee shall determine the terms and conditions of such Retainers, including without limitation (i) the amounts payable, (ii) the payment dates (including whether payment is made in a lump sum or installments and whether payment is made in advance or arrears), (iii) whether such Retainers may be electively received in Shares and (iv) whether such Retainers may be electively deferred, subject to Section 12 and such rules and procedures as the Committee may establish in accordance with Section 409A of the Code, and, if so, whether such deferred Retainers may be distributed in cash and/or Shares. Shares issued to Participants pursuant to (iii) and (iv) above shall count against the aggregate Share limit specified in Section 5(a). Unless otherwise determined by the Committee, the number of Shares that shall be issued to the Participant who elects to receive a Retainer in Shares shall equal the amount of cash that otherwise would have been paid to such Participant on the payment date of such Retainer divided by the Fair Market Value of a Share as of such payment date. Section 12. Deferral Elections. The Committee, in its discretion, may permit a Participant to defer any Award (including any Retainer), subject to the rules and procedures as it may establish from time to time, in accordance with the requirements of Section 409A of the Code or other applicable law, and which may include provisions for the payment or crediting of dividend equivalents, on a current or deferred basis, or the deemed reinvestment of any deferred dividend equivalents, with respect to the number of Shares subject to such Award. The Committee shall set forth in writing (which may be in electronic form) the conditions under which any applicable deferral election may be made on or before the date such deferral election is required to be irrevocable in order to meet the requirements of Section 409A of the Code. Section 13. Effect of Termination of Service or a Change in Control on Awards. (a)The Committee may provide, by rule or regulation or in any applicable Award Agreement, or may determine in any individual case, the circumstances in which, and the extent to which, an Award may be exercised, settled, vested, paid or forfeited in the event of a Participant’s Termination of Service prior to the end of a Performance Period or vesting, exercise or settlement of such Award.

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    (b)Subject to the last sentence of Section 2(jj), the Committee may determine, in its discretion, whether, and the extent to which, (i) an Award will vest during a leave of absence, (ii) a reduction in service level (for example, from full-time to part-time employment) will cause a reduction, or other change, to an Award and (iii) a leave of absence or reduction in service will be deemed a Termination of Service. For the avoidance of doubt, in the case of a Participant who is an Employee, the cessation of employee status pursuant to this Section 13(b) but the continuation of the performance of services for the Company or a Subsidiary as a Director or Consultant shall not be deemed a cessation of service that would constitute a Termination of Service, unless the Committee determines otherwise. (c)In the event of a Change in Control, the Committee may, in its sole discretion, and on such terms and conditions as it deems appropriate, take any one or more of the following actions with respect to any outstanding Award, which need not be uniform with respect to all Participants and/or Awards: (i)continuation or assumption of such Award by the Company (if it is the surviving corporation) or by the successor or surviving entity or its parent; (ii)substitution or replacement of such Award by the successor or surviving entity or its parent with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving entity (or a parent or subsidiary thereof), with substantially the same terms and value as such Award (including, without limitation, any applicable performance targets or criteria with respect thereto), in each case as determined by the Committee in its sole discretion; (iii)acceleration of the vesting of such Award and the lapse of any restrictions thereon and, in the case of an Option or SAR Award, acceleration of the right to exercise such Award during a specified period (and the termination of such Option or SAR Award without payment of any consideration therefor to the extent such Award is not timely exercised), in each case, either (A) in the case of an Award held by a non-employee Director only, immediately prior to or as of the date of the Change in Control, (B) upon the Participant’s involuntary Termination of Service (including upon a termination of the Participant’s employment by the Company (or a successor corporation or its parent) without “cause” or by the Participant for “good reason”, as such terms may be defined in the applicable Award Agreement and/or the Participant’s employment agreement or offer letter, as the case may be) within a specified period prior to, on or within 24 months following such Change in Control or (C) upon the failure of the successor or surviving entity (or its parent) to continue or assume or substitute or replace such Award; (iv) in the case of a Performance Award, determination of the level of attainment of the applicable performance condition(s); and (v)cancellation of such Award in consideration of a payment, with the form, amount and timing of such payment determined by the Committee in its sole discretion, subject to the following: (A) such payment shall be made in cash, securities, rights and/or other property; (B) the amount of such payment shall equal the value of such Award, as determined by the Committee in its sole discretion; provided that, in the case of an Option or SAR Award, if such value equals the Intrinsic Value of such Award, such value shall be deemed to be valid; provided further that, if the Intrinsic Value of an Option or SAR Award is equal to or less than zero, the Committee may, in its sole discretion, provide for the cancellation of such Award without payment of any consideration therefor (for the avoidance of doubt, in the event of a Change in Control, the Committee may, in its sole discretion, terminate any Option or SAR Awards for which the exercise or hurdle price is equal to or exceeds the per Share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor); and (C) such payment shall be made promptly following such Change in Control or on a specified date or dates following such Change in Control; provided that the timing of such payment shall comply with Section 409A of the Code. Section 14. Minimum Vesting Requirements. Notwithstanding anything to the contrary herein, and subject to Section 13, Awards shall vest over a period of not less than one year following the date of grant (the “Minimum Vesting Requirements”); provided, however, that the Committee may, in its sole discretion, (i) accelerate the vesting of Awards or otherwise lapse or waive the Minimum Vesting Requirements upon (A) the Participant’s death or “disability” (as such term may be defined in the applicable Award Agreement and/or the Participant’s employment agreement or offer letter, as the case may be) or (B) a Change in Control (subject to the requirements of Section 13) and (ii) grant Awards that are not subject to the Minimum Vesting Requirements with respect to 5% or less of the Shares available for issuance under the Plan (as set forth in Section 5(a), as may be adjusted pursuant to Section 5(c)).

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    Section 15. General Provisions Applicable to Awards. (a)Awards shall be granted for such cash or other consideration, if any, as the Committee determines; provided that in no event shall Awards be issued for less than such minimal consideration as may be required by applicable law. (b)Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards. (c)Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments. (d)Except as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant other than by will or pursuant to Section 15(e) and (ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by such Participant or, if permissible under applicable law, by such Participant’s guardian or legal representative. The provisions of this Section 15(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof. (e)A Participant may designate a Beneficiary or change a previous Beneficiary designation only at such times as prescribed by the Committee, in its sole discretion, and only by using forms and following procedures approved or accepted by the Committee for that purpose. (f)All certificates for Shares and/or other securities delivered under the Plan pursuant to any Award or the exercise or settlement thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the SEC, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. (g)The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Committee’s satisfaction, (ii) as determined by the Committee, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws, stock market or exchange rules and regulations or accounting or tax rules and regulations and (iii) the Participant has executed and delivered to the Company such documentation (including any representations or agreements) as the Committee deems necessary or appropriate. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Committee determines is necessary to the lawful issuance and sale of any Shares, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained. (h)The Committee may impose restrictions on any Award with respect to non-competition, non-solicitation, non-disparagement, confidentiality and other restrictive covenants, or requirements to comply with minimum share ownership requirements, or retention requirements, as it deems necessary or appropriate in its sole discretion and in accordance with applicable laws, which such restrictions may be set forth in any applicable Award Agreement, policy of the Company or otherwise. Section 16. Amendments and Terminations. (a)Amendment or Termination of the Plan. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) subject to Section 5(c) and Section 13, the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration,

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    suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 20. Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan, or create sub-plans, in such manner as may be necessary or desirable to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations. (b)Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award shall terminate immediately prior to the consummation of such action, unless otherwise determined by the Committee. (c)Terms of Awards. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award; provided, however, that, subject to Section 5(c) and Section 13, no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except (x) to the extent any such action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 20. The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including the events described in Section 5(c)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. (d)No Repricing. Notwithstanding anything in the Plan to the contrary, except as provided in Section 5(c), no action (including the repurchase of Options, SARs or similar Awards (in each case, that are “out of the money”) for cash and/or other property) shall directly or indirectly, through cancellation and grant or regrant of any Award, repurchase or any other method, reduce, or have the effect of reducing, the exercise or hurdle price of any Award established at the time of grant thereof without approval of the Company’s shareholders. Section 17. Miscellaneous. (a)No Employee, Consultant, Director, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan. (b)The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Subsidiary. Further, the Company or any applicable Subsidiary may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any other agreement binding on the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Award Agreement. (c)Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. (d)The Committee may authorize the Company to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to the Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by such Participant) as may be necessary to satisfy all obligations for the payment of such taxes and, unless otherwise determined by the Committee in its discretion, to the extent such withholding would not result in liability classification of such Award (or any portion thereof) pursuant to FASB ASC Subtopic 718-10.

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    (e)If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect. (f)Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company. (g)No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated. (h)Awards may be granted to Participants who are non-United States nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country. Section 18. Effective Date of the Plan. The Plan shall be effective as of the Effective Date. Section 19. Term of the Plan. No Award shall be granted under the Plan after the earliest to occur of (i) the 10-year anniversary of the Effective Date; (ii) the maximum number of Shares available for issuance under the Plan have been issued; or (iii) the Board terminates the Plan in accordance with Section 16(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date. Section 20. Cancellation or “Clawback” of Awards. (a)The Committee may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, without limitation, a Termination of Service with or without “cause” (as such term may be defined in the applicable Award Agreement and/or the Participant’s employment agreement or offer letter, as the case may be) (and, in the case of any “cause” that is resulting from an indictment or other non-final determination, the Committee may provide for such Award to be held in escrow or abeyance until a final resolution of the matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited (as provided in such Award Agreement) or remain in effect, depending on the outcome), violation of material policies, breach of non-competition, non-solicitation, non-disparagement, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates. (b)The Committee shall have full authority to implement any policies and procedures necessary to comply with any reduction, cancellation, forfeiture or recoupment requirement imposed under any applicable laws, rules, regulations or stock exchange listing standard or under any associated Company recoupment policy, including Section 954 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes and any other regulatory regimes, including Rule 10D-1 of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.

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    Section 21. Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and any amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution of such amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by any Participant on account of non-compliance with Section 409A of the Code. Section 22. Successors and Assigns. The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity, including any successor entity contemplated by Section 13(b). Section 23. Data Protection. By participating in the Plan, each Participant agrees to the holding and processing of personal information provided by the Participant to the Company or any Affiliate, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to: (a)administering and maintaining Participant records; (b)providing information to the Company, any Subsidiary, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan; (c)providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which the Participant works; and (d)transferring information about the Participant to any country or territory that may not provide the same information protection or rights as the Participant's home country. Section 24. Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof.