DEF 14A of MSCI Inc., Mar 11, 2026

DEF 14A of MSCI Inc.

Filed Mar 11, 2026 · FY20250001408198-26-000023

Open on EDGAR

  1. Our Year-Round Shareholder Engagement Program

    Our Year-Round Shareholder Engagement Program

  2. Our Year-Round Shareholder Engagement Program

    | | | | Annual Meeting | | | | | | | | | | | |

  3. Our Year-Round Shareholder Engagement Program

    | Spring | Summer | Fall | Winter | | As needed, conduct investor meetings in advance of the annual meeting to answer questions and obtain shareholder feedback on proxy matters. | Consider annual meeting results and determine any next steps, including engagement priorities. | Engage with our shareholders, including in direct meetings with our largest shareholders during our annual Corporate Responsibility off-season engagement. | Incorporate feedback from shareholder meetings into annual meeting planning and enhance governance practices and disclosures, as needed. Review shareholder proposals and engage, as necessary. |

  4. Our Year-Round Shareholder Engagement Program

    See “Shareholder Engagement” on page 41 for more information on our shareholder engagement activities.

  5. Our Year-Round Shareholder Engagement Program

    | 2026 PROXY STATEMENT | 11 |

  6. Our Year-Round Shareholder Engagement Program

    | | | The Board recommends a vote FOR each director nominee. See page 18 | | PROPOSAL 1 Election of Directors | | |

  7. Our Year-Round Shareholder Engagement Program

    | Board Expertise | | | | | | | | | Robert G. Ashe, 66 INDEPENDENT Lead Director Former General Manager, Business Analytics, IBM Corp. (Formerly CEO of Cognos Inc.) Director Since: 2013 | | | Executive Leadership | | 10 | | | | Investment Industry Expertise | | 7 | | | | | | | Henry A. Fernandez, 67 Chairman, CEO and President, MSCI Inc. Director Since: 2007 | | | Global Perspective | | 10 | | | | Regulatory, Government and Public Policy Engagement | | 2 | | | | Corporate Development | | 8 | | | | | | | | | | | | | Robin Matlock, 60 INDEPENDENT Former Senior Vice President and Chief Marketing Officer, VMware, Inc. Director Since: 2022 | | | Financial Reporting and Capital Allocation | | 8 | | | | Corporate/Enterprise Risk Management | | 8 | | | | Client Relations, Marketing and Brand Development | | 7 | | | | | | | Jacques P. Perold, 67 INDEPENDENT Former President, Fidelity Management and Research Company Director Since: 2017 | | | Technology, Data and Cybersecurity Expertise | | 5 | | | | Sustainability and Climate Practices | | 4 | | | | Human Capital Management | | 9 | | | | | | | | | | | | | Sandy C. Rattray, 56 INDEPENDENT Former Chief Investment Officer, Man Group plc Director Since: 2020 | | | Geographic Experience | | | | | | | | | Linda H. Riefler, 65 INDEPENDENT Former Chair of Global Research and Chief Talent Officer, Morgan Stanley Director Since: 2007 | | | 73% | Lived or Worked outside U.S. | | | |

  8. Our Year-Round Shareholder Engagement Program

    | 12 | |

  9. Governance Highlights

    Governance Highlights

  10. Our Board of Directors Nominees

    Our Board of Directors Nominees Each of our current directors is standing for election to hold office until the next annual meeting of shareholders or until the director’s earlier retirement, resignation, death or removal. The table below provides information on each of our director nominees, including their membership on our four standing committees: the Audit and Risk Committee (the “Audit Committee”), the Compensation, Talent and Culture Committee (the “Compensation Committee”), the Governance and Corporate Responsibility Committee (the “Governance Committee”) and the Strategy and Finance Committee (the “Strategy Committee”).

  11. Our Board of Directors Nominees

    | | | | | | Michelle Seitz, 60 INDEPENDENT Founder and CEO, MeydenVest Partners and Former Chair and CEO, Russell Investments Director Since: 2024 | | 6 | Independent Directors Appointed Since 2020 | | | | Active Board Refreshment Ongoing thoughtful refreshment, with two directors added in 2024, expanding the Board’s expertise in AI, cyber and asset-management depth. In February 2025, we announced the retirement of incumbent director Wayne Edmunds, effective as of the 2025 annual meeting of shareholders. In November 2025, we announced the planned retirement of President and director C.D. Baer Pettit, in connection with which he also ceased serving as a member of the Board, effective March 1, 2026. Board Composition and Selection Process Our Board is committed to building a well-rounded membership with a broad range of skills, backgrounds and perspectives aligned with our strategic priorities and long-term growth opportunities. The Governance Committee considers these factors when identifying the most qualified candidates for the Board. Committees: | | | Marcus L. Smith, 59 INDEPENDENT Former Chief Investment Officer, Canada Equity, and Portfolio Manager, International Equities, MFS Investment Management Director Since: 2017 | | | | | | | | | | Rajat Taneja, 61 INDEPENDENT President of Technology, Visa Inc. Director Since: 2021 | | | | | | | | | | Paula Volent, 69 INDEPENDENT Vice President and Chief Investment Officer, The Rockefeller University Director Since: 2020 | | | | | | | | | | June Yang, 52 INDEPENDENT Former Vice President, Cloud AI and Industry Solutions, Google Cloud Inc. Director Since: 2024 | | | |

  12. Our Board of Directors Nominees

    | 2026 PROXY STATEMENT | 13 |

  13. Our Board of Directors Nominees

    | | | The Board recommends a vote FOR this proposal. See page 56 | | PROPOSAL 2 Advisory Vote to Approve Executive Compensation (Say-on-Pay) | | |

  14. 2026 Director Nominees

    2026 Director Nominees

  15. 2026 Director Nominees

    | Robert G. Ashe, 66 INDEPENDENT Lead Director Director Since: 2013 Committees: Audit Committee Governance Committee | | | Henry A. Fernandez, 67 CHAIRMAN, CEO AND PRESIDENT Director Since: 2007 | | | | Core Competencies: | | | Core Competencies: | | | | •Executive Leadership •Global Perspective •Corporate Development •Financial Reporting and Capital Allocation | •Corporate/Enterprise Risk Management •Client Relations, Marketing and Brand Development •Human Capital Management | | •Executive Leadership •Investment Industry Expertise •Global Perspective •Regulatory, Government and Public Policy Engagement •Corporate Development •Financial Reporting and Capital Allocation | •Corporate/Enterprise Risk Management •Client Relations, Marketing and Brand Development •Sustainability and Climate Practices •Human Capital Management | | | Mr. Ashe previously served as General Manager of Business Analytics of IBM Corp. (“IBM”) 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. 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. 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. At 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. Prior Other Public Company Directorships: Shopify Inc. (December 2014 to June 2025), ServiceSource International, Inc. (March 2013 to May 2020) and Halogen Software Inc. (February 2013 to April 2017) | | | Mr. Fernandez has served as Chairman of our Board since 2007 and as our CEO and a director since 1998. In connection with the retirement of Mr. Pettit, he reassumed the role of President in March 2026, a role he previously held from 1998 to October 2017. MSCI was previously a business unit within Morgan Stanley prior to its IPO in 2007. Mr. Fernandez assumed leadership of the MSCI business unit from 1996 and was appointed CEO and President in 1998. He commenced his career in 1983 at Morgan Stanley, where he worked 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. 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 senior leadership expertise and direct knowledge of the Company’s culture, business development, strategy, client base and the drivers of its long-term growth and success. In addition, as the former lead director of another public company, Mr. Fernandez also brings to the Board additional experience and insight with respect to corporate governance. Prior Other Public Company Directorships: Royalty Pharma plc (August 2020 to August 2025) | | |

  16. 2026 Director Nominees

    | 2026 PROXY STATEMENT | 21 |

  17. 2026 Director Nominees

    | Robin L. Matlock, 60 INDEPENDENT Director Since: 2022 Committees: Compensation Committee Governance Committee | | | Jacques P. Perold, 67 INDEPENDENT Director Since: 2017 Committees: Compensation Committee (Chair) Strategy Committee | | | | Core Competencies: | | | Core Competencies: | | | | •Executive Leadership •Global Perspective •Corporate Development •Client Relations, Marketing and Brand Development | •Technology, Data and Cybersecurity Expertise •Sustainability and Climate Practices •Human Capital Management | | •Executive Leadership •Investment Industry Expertise •Financial Reporting and Capital Allocation •Corporate/Enterprise Risk Management | •Technology, Data and Cybersecurity Expertise •Sustainability and Climate Practices •Human Capital Management | | | Ms. Matlock previously served as the Senior Vice President and Chief Marketing Officer of VMware, Inc. (“VMware”), a software virtualization company, a position she held from 2013 to 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. She earned her Bachelor of Arts degree in Economics and Music from Rice University. 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. Current Other Public Company Directorships: Iron Mountain Incorporated (July 2019 to present) | | | 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. 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. Current Other Public Company Directorships: Allstate Corporation (December 2015 to present) | | |

  18. 2026 Director Nominees

    | 22 | |

  19. 2026 Director Nominees

    | Sandy C. Rattray, 56 INDEPENDENT Director Since: 2020 Committees: Governance Committee Strategy Committee (Chair) | | | Linda H. Riefler, 65 INDEPENDENT Director Since: 2007 Committees: Compensation Committee Governance Committee (Chair) | | | | Core Competencies: | | | Core Competencies: | | | | •Executive Leadership •Investment Industry Expertise •Global Perspective •Financial Reporting and Capital Allocation | •Corporate/Enterprise Risk Management •Client Relations, Marketing and Brand Development •Technology, Data and Cybersecurity Expertise | | •Executive Leadership •Investment Industry Expertise •Global Perspective •Financial Reporting and Capital Allocation •Corporate/Enterprise Risk Management | •Client Relations, Marketing and Brand Development •Sustainability and Climate Practices •Human Capital Management | | | Mr. Rattray previously served as the Chief Investment Officer of Man Group plc from 2017 to 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, 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 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. Mr. Rattray is a co-inventor of the VIX index, one of the most traded futures and options contracts in the world, and has authored academic papers on investment strategies, risk management and portfolio design. 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. | | | Ms. Riefler previously served as the Chair of Global Research of Morgan Stanley from 2011 to 2013 and as the Global Head of Research from 2008 to 2011. 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. Qualifications: We believe that Ms. Riefler’s expertise in talent management, risk management, company valuation and the capital markets render her qualified to serve as one of our directors. Associated with MSCI since 2005, she has played an important role in the Board’s oversight of strategic direction, giving her unique insight into the Company’s long-term growth strategies. Her experience 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 also serves as Chair of the Governance and Sustainability Committee of a public company and on the 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. Current Other Public Company Directorships: CSX Corporation (March 2017 to present) | | |

  20. 2026 Director Nominees

    | 2026 PROXY STATEMENT | 23 |

  21. 2026 Director Nominees

    | Michelle Seitz, 60 INDEPENDENT Director Since: 2024 Committees: Strategy Committee | | | Marcus L. Smith, 59 INDEPENDENT Director Since: 2017 Committees: Audit Committee (Chair) Strategy Committee | | | | Core Competencies: | | | Core Competencies: | | | | •Executive Leadership •Investment Industry Expertise •Global Perspective •Regulatory, Government and Public Policy Engagement | •Corporate Development •Financial Reporting and Capital Allocation •Client Relations, Marketing and Brand Development •Human Capital Management | | •Investment Industry Expertise •Global Perspective •Corporate Development •Financial Reporting and Capital Allocation | •Corporate/Enterprise Risk Management •Human Capital Management | | | Ms. Seitz is currently the Founder and CEO of MeydenVest Partners, a role she has held since 2022. Before MeydenVest Partners, Ms. Seitz served at Russell Investments as Chief Executive Officer from September 2017 to 2022, and as Chairman of the Board from 2018 to 2022. Prior to joining Russell Investments, Ms. Seitz held various senior level positions at William Blair from 1996 to 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 2001 to 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. 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. As CEO of William Blair Investment Management, she transformed a regional business into a globally recognized asset and wealth management firm. As Chair and CEO of Russell Investments, she led one of the world’s largest asset management firms serving institutional clients globally. She has a proven track record of transforming and scaling complex organizations, while fostering a client-centric, award-winning culture. Ms. Seitz has been recognized by Barron’s as one of the most influential women in U.S. finance, underscoring the breadth and impact of her contributions to the industry. Current Other Public Company Directorships: MetLife, Inc. (February 2026 to present) and Sana Biotechnology, Inc. (November 2020 to present) | | | Mr. Smith previously served as the Chief Investment Officer, Canada Equity, and a portfolio manager at MFS Investment Management (“MFS”) until 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. 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. 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) | | |

  22. 2026 Director Nominees

    | 24 | |

  23. 2026 Director Nominees

    | Rajat Taneja, 61 INDEPENDENT Director Since: 2021 Committees: Audit Committee | | | Paula Volent, 69 INDEPENDENT Director Since: 2020 Committees: Compensation Committee Strategy Committee | | | | Core Competencies: | | | Core Competencies: | | | | •Executive Leadership •Global Perspective •Corporate Development •Corporate/Enterprise Risk Management | •Technology, Data and Cybersecurity Expertise •Human Capital Management | | •Executive Leadership •Investment Industry Expertise •Corporate Development | •Financial Reporting and Capital Allocation •Corporate/Enterprise Risk Management | | | Mr. Taneja is currently the President of Technology for Visa Inc. (“Visa”), a role he has held since 2019. He joined Visa in 2013 and served as Executive Vice President of Technology and Operations until 2019. Prior to joining Visa, Mr. Taneja was Executive Vice President and Chief Technology Officer of Electronic Arts Inc. from 2011 until 2013. From 1996 until 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. 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, he oversees significant investments in technology infrastructure, cybersecurity risk and transformational initiatives, including the implementation of artificial intelligence at a global enterprise. This experience provides valuable insight into the continuing transformation of MSCI’s data and technology capabilities. In 2024, he was listed on Forbes’ ‘CIO Next List,’ highlighting top tech leaders driving AI transformation. In 2025, he led Visa to earn the number 2 spot on Fortune’s ‘AIQ 50’ list of companies leading in AI maturity and readiness. Prior Other Public Company Directorships: Ellie Mae, Inc. (June 2015 to April 2019) | | | Ms. Volent is currently Vice President and Chief Investment Officer at The Rockefeller University, a role she has held since 2021. She previously served as Senior Vice President for Investments and Chief Investment Officer at Bowdoin College from 2006 to 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. Qualifications: We believe that Ms. Volent’s experience as a Chief Investment Officer at leading educational and research institutions, including her recognized track record of top investment performance, renders her qualified to serve as one of our directors. Ms. Volent began her investment career at the Yale Investments Office, and brings significant expertise in alternative investments and asset allocation. She provides important insights regarding our asset owner client segment and has deep engagement with the global investment community. Ms. Volent has been recognized by Barron’s as one of the most influential women in U.S. finance. Current Other Public Company Directorships: 1stdibs.com, Inc. (June 2021 to present) | | |

  24. 2026 Director Nominees

    | 2026 PROXY STATEMENT | 25 |

  25. 2026 Director Nominees

    | June Yang, 52 INDEPENDENT Director Since: 2024 Committees: Audit Committee | | | | Core Competencies: | | | | •Executive Leadership •Global Perspective •Corporate Development •Client Relations, Marketing and Brand Development | •Technology, Data and Cybersecurity Expertise •Human Capital Management | | | Ms. Yang was the Vice President, Cloud AI and Industry Solutions at Google Cloud Inc. (“Google Cloud”) from 2021 to 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 2019 to 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. 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 oversaw the company’s entire portfolio of AI products and services and played a key role in driving the development and delivery of cutting-edge AI and cloud solutions. Her insights into emerging technologies and enterprise strategies bring valuable perspectives to the Board. 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) | | |

  26. 2026 Director Nominees

    | 26 | |

  27. 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. Six 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 7.2 years. The average tenure is 8.2 years if Mr. Fernandez is included. Our Corporate Governance Policies provide that directors should not stand for re-election following their 75th birthday.

  28. Tenure and Board Refreshment

    | 28 | |

  29. Tenure and Board Refreshment

    The chart below highlights the key skills and expertise of independent directors who have joined the Board since 2020, strengthening MSCI’s leadership in investment management, technology, go-to-market strategy, and digital transformation.

  30. Tenure and Board Refreshment

    | 2020 February 26 | | | | | | | | | | Paula Volent Bringing investment industry, multi-asset class investments and asset allocation experience | | | | n | | | | | | | | | | | | | | Sandy Rattray Bringing extensive investment industry experience, including asset management and market risk management experience | | | | | | | | 2021 June 1 | | | | Rajat Taneja Bringing global technology, cybersecurity and research and development experience, including expertise in AI | | | | n | | | | | | | | | | 2022 June 1 | | | | Robin Matlock Bringing go-to-market and marketing strategy expertise | | | | n | | | | | | | | | | 2024 August 5 December 17 | | | | Michelle Seitz Bringing deep experience in the investment industry, including expertise in asset management and private wealth | | | | n | | | | | | | | | | | | | | June Yang Bringing extensive experience in the technology sector, with a focus on AI and cloud | | | | | | | | 6 | New Independent Directors Appointed Since 2020 | | | |

  31. Tenure and Board Refreshment

    | Board Member Independence Other than Mr. Fernandez, our CEO, 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 Departures Wayne Edmunds, who joined the Board in 2015, retired at the 2025 annual meeting of shareholders after nearly 10 years of service, including as Chair of the Audit Committee. C.D. Baer Pettit, who joined the Board in 2023, ceased serving in his position as President and a director effective March 1, 2026, after more than 25 years in senior leadership roles at MSCI. | Committee Rotations We periodically rotate committee assignments and committee chair positions. In 2025, we rotated committee assignments in light of director appointments: •Robin L. Matlock appointed to Compensation Committee (from Audit). •Michelle Seitz appointed to Strategy Committee (from Audit). •June Yang appointed to Audit Committee. |

  32. Tenure and Board Refreshment

    | 2026 PROXY STATEMENT | 29 |

  33. 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.

  34. Board Leadership

    | 32 | |

  35. 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 former 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:

  36. 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 •Maintains 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 | •Serves as a liaison 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 •Provides approval for 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 •Reports to the Board, in conjunction with the Governance Committee, 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 | •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 |

  37. Board Leadership

    | 2026 PROXY STATEMENT | 33 |

  38. 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.

  39. Director Compensation and

    Director Compensation and

  40. Director Compensation

    Director Compensation

  41. Director Compensation Best Practices

    Director Compensation Best Practices

  42. Director Compensation Best Practices

    | Robust Director Stock Ownership Guidelines | In January 2026, the Compensation Committee amended the stock ownership guidelines for non-employee directors so that each non-employee director is required to own a target number of shares of stock of the Company having an aggregate value equal to seven times the Company’s annual cash retainer for non-employee directors for service on the Board. | | 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. | | Shareholder Approved Limit on Annual Director Compensation | At our 2025 annual meeting of shareholders, our shareholders approved an annual limit on the total annual compensation (cash and equity awards) that our non-employee directors may receive for service on the Board of $1,000,000 in the aggregate per director. This cap cannot be increased without the approval of our shareholders. |

  43. Director Compensation Program

    Director Compensation Program The Compensation Committee reviews non-employee director compensation 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.

  44. Committee Membership Fees

    | Following a review of peer company and market practice, the Compensation Committee approved certain adjustments to our director compensation program for 2026. Effective May 1, 2026, the grant date values of the annual RSU equity awards for each non-employee director will increase by $20,000 to $230,000 and for the Lead Director will increase by $30,000 to $290,000. In addition, the cash retainer for serving as chair of the Audit Committee will increase by $10,000 to $40,000, the cash retainer for serving as chair of our other committees will increase by $5,000 to $30,000 and the cash retainer for serving on each of our committees will increase by $5,000 to $15,000. |

  45. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation

  46. 2025 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 | 109,567 | 259,472 | 3,575 | 372,614 | | Wayne Edmunds(6) | — | — | 810 | 810 | | Robin Matlock | 110,000 | 209,867 | 10,987 | 330,854 | | Jacques P. Perold | 125,000 | 209,867 | 2,889 | 337,756 | | Sandy C. Rattray | 125,000 | 209,867 | 2,889 | 337,756 | | Linda H. Riefler | 125,000 | 209,867 | 13,919 | 348,786 | | Michelle Seitz | 100,000 | 209,867 | 2,594 | 312,461 | | Marcus L. Smith | 130,000 | 209,867 | 2,889 | 342,756 | | Rajat Taneja | 99,755 | 209,867 | 9,772 | 319,394 | | Paula Volent | 109,567 | 209,867 | 2,889 | 322,323 | | June Yang | 100,000 | 209,867 | 2,984 | 312,851 |

  47. 2025 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 2025 and ending in April 2026 (the “2025 Board Term”) and the Board term beginning in April 2024 and ending in April 2025 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, 2025. 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. (2)Cash amounts in this column include the annual retainers and committee fees paid during the year ended December 31, 2025. Three 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 ($545.11 for Messrs. Ashe 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. Mr. Taneja’s deferral period lapsed on June 1, 2025, and the deferred shares were delivered to him on such date.

  48. 2025 Non-Employee Director Compensation

    | Name | Cash | Stock | | Mr. Ashe | — | $109,567.11 (201 shares) | | Mr. Taneja | — | $99,755.13 (183 shares) | | Ms. Volent | — | $109,567.11 (201 shares) |

  49. 2025 Non-Employee Director Compensation

    (3)Represents the aggregate grant date fair value of RSUs granted in 2025 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 2025 Annual Report on Form 10-K filed with the SEC on February 6, 2026. 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 ($545.11 for Messrs. Ashe, Perold, Rattray, Taneja and Smith and Mmes. Matlock, Riefler, Seitz, Volent and Yang) and rounding down to the next whole number. For the 2025 Board term, each of Messrs. Perold, Rattray, Taneja and Smith and Mmes. Matlock, Riefler, Seitz, Volent and Yang received 385 RSUs and Mr. Ashe received 476 RSUs. These RSUs will vest on May 1, 2026. 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. Mr. Taneja’s deferral period lapsed on June 1, 2025, and the deferred shares were delivered to him on such date. (4)As of December 31, 2025, each of our non-employee directors had the following outstanding stock awards in the form of RSUs: Messrs. Perold, Rattray, Taneja and Smith and Mmes. Matlock, Riefler, Seitz, Volent and Yang each had 385 RSUs outstanding and Mr. Ashe had 476 RSUs outstanding.

  50. 2025 Non-Employee Director Compensation

    | 54 | |

  51. 2025 Non-Employee Director Compensation

    (5)Cash amounts in this column include dividend equivalents paid during the year ended December 31, 2025 in connection with the Company’s payment of its quarterly cash dividend. Each of Mmes. Matlock, Riefler and Yang 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. 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.

  52. 2025 Non-Employee Director Compensation

    | Name | Shares | Cash Received for Fractional Shares | | Ms. Matlock | $8,532.97 (15 shares) | $2,454.23 | | Ms. Riefler | $12,508.82 (22 shares) | $1,410.58 | | Mr. Taneja | $9,162.89 (16 shares) | $609.31 | | Ms. Yang | $1,697.29 (3 shares) | $1,287.11 |

  53. 2025 Non-Employee Director Compensation

    (6)Mr. Edmunds did not stand for re-election at the 2025 annual meeting of shareholders and served on the Board through April 22, 2025, and thus did not receive compensation for the 2025 Board Term.

  54. 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. | | | | |

  55. Performance-Based Compensation

    | Short-Term Annual Incentive Plan Cash Bonus | | Long-Term Equity Incentive Awards | | 80% Financial Performance | 20% | •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) •Restricted Stock Units (3-year cliff-vest) Further aligns NEOs’ interests with stakeholders’ interests by: •Linking a substantial portion of long-term compensation to the achievement of operational results (revenue and adjusted EPS) and shareholder value creation (TSR) •Promoting an “owner-operator” mindset among senior leaders with rigorous share ownership guidelines and additional share retention requirements | | | Key Performance Indicators | | | | | | | 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 promotes leadership effectiveness, talent management, employee engagement and supporting Company growth | | |

  56. 2025 Annual Incentive Plan - Metric Weightings and KPI Refinement

    2025 Annual Incentive Plan - Metric Weightings and KPI Refinement For 2025, the Compensation Committee refined the AIP for Managing Directors, including the NEOs, with the purpose of strengthening accountability, further aligning incentives with MSCI’s long-term business objectives and ensuring a more structured, measurable approach to individual goal assessment. Under the revised structure for 2025, achievement of financial criteria accounted for 80% of the target annual cash bonus, up from 70%, while the individual performance component accounted for the remaining 20%, down from 30% (which had been split between individual KPIs (20%) and sustainability goals (10%)). The Compensation Committee also refocused the individual performance component on culture and leadership effectiveness. Key changes to the financial metrics included increasing the weightings of Total Net Sales and Revenue to reinforce the Company’s focus on driving sustainable revenue growth; modestly reducing the Adjusted EPS weighting while maintaining it as a significant component; and eliminating Free Cash Flow as a standalone metric to enhance simplicity and focus participants on the measures most closely tied to financial performance and strategic goals. The Compensation Committee also approved measuring Total Net Sales achievement on a quarterly basis to reinforce year-round focus on sales performance.

  57. 2025 CEO Special Incentive Award

    2025 CEO Special Incentive Award The Compensation Committee and the independent members of our Board evaluated the strategic importance of retaining and further incentivizing our Chairman and CEO, Henry A. Fernandez, to drive transformative shareholder value creation. With that goal in mind, on January 31, 2025, the Compensation Committee, with input from the other independent directors of the Board, granted a special grant of premium-priced stock options (the “PPOs”) to Mr. Fernandez, having a total grant date value of $15.0 million. The PPOs are allocated across three equal tranches of $5.0 million each, with rigorous exercise prices of $1,000, $1,100 and $1,200 (representing premiums of approximately 69.3%, 86.2% and 103.1%, respectively, over the Company’s $590.73 closing share price on January 30, 2025, the trading day prior to the grant date).

  58. Exercise Price vs. Closing Share Price on Trading Day Prior to Special Award Grant Date

    The options cliff-vest on the fifth anniversary of the grant date, subject generally to continued service, and have a ten-year term. The award is designed to reinforce long-term alignment with shareholders because it delivers value only if our share price appreciates meaningfully above the exercise-price hurdles (the award will have a $0 in-the-money value (or spread value) at a $1,000 share price). For the award to deliver any value on the vesting date, the Company’s share price would need to appreciate at a compound annual rate of at least 11% per year over the five-year vesting period. The award is also subject to the Company’s existing stock retention requirements, under which Mr. Fernandez must hold 25% of net shares realized following any stock option exercise through the end of his service on the Management Committee. See page 80 of this Proxy Statement for additional information on Mr. Fernandez’s special PPO award, page 82 for factors considered by the Board when approving the special PPO award and page 76 for additional information on Mr. Fernandez’s contributions.

  59. 2025 LTIP Equity Awards

    2025 LTIP Equity Awards The structure and terms of our 2025 annual LTIP equity awards (PSUs, PSOs, and RSUs) were unchanged from 2024:

  60. 2025 LTIP Equity Awards

    | PSUs | •Granted to all NEOs •Cliff-vest at the end of a cumulative three-year performance period •May earn 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 earn 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 | | RSUs | •Granted to NEOs other than the CEO and President •Cliff-vest at the end of a three-year vesting period •Long-term value of underlying stock tied to share price |

  61. 2025 LTIP Equity Awards

    | 62 | |

  62. Annual Incentive Plan - 100% Formulaic Design

    Annual Incentive Plan - 100% Formulaic Design The Compensation Committee transitioned the Managing Director AIP in which our NEOs participate to a fully formulaic structure, eliminating the prior 20% individual performance component for culture and leadership effectiveness. Beginning in 2026, payouts will be determined entirely by achievement against four financial metrics: Recurring Net New Sales (50% weight), Non-Recurring Sales (10%), Revenue (20%) and Adjusted EPS (20%). The Compensation Committee split the Total Net Sales metric into two distinct components: subscription-based growth (or, Recurring Net New Sales) and non-recurring sales, while emphasizing the Company’s strategic priority of driving recurring revenue. The 50% weighting on Recurring Net New Sales, the highest-weighted metric in the program, reflects its critical role in building long-term revenue streams that support sustainable shareholder value creation. This change reinforces focus on and accountability for top-line growth and aligns incentive outcomes with business results. For 2026, Recurring Net New Sales and Non-Recurring Sales will be measured on a quarterly basis, consistent with the quarterly measurement approach applied to Total Net Sales in 2025. Quarterly measurement reinforces consistent sales execution throughout the year, incentivizes strong performance from the start of the year, driving pipeline development and sales momentum, and aligns incentive outcomes with the Company’s operating cadence.

  63. RSU Awards - New Performance Modifier

    RSU Awards - New Performance Modifier Beginning in 2026, the Compensation Committee added a Recurring Net New Sales (“RNN”) performance modifier to annual time-based RSU grants to directly link equity outcomes to the Company’s subscription revenue growth. The modifier is measured over the FY2026 performance period and is based on achievement of an RNN performance goal. RNN is defined as net new recurring subscription sales (new recurring subscription sales minus subscription cancellations), capturing the net impact to Run Rate for the period. The Compensation Committee selected RNN as a key driver of sustainable revenue growth and set performance targets at levels it believes to be challenging yet achievable. The Compensation Committee believes that adding this additional performance element to our time-based RSU awards will further incentivize outperformance on future subscription growth and drive our long-term value creation by our employees. The modifier is upside-only: if RNN growth meets or exceeds the performance threshold, the number of RSUs subject to the award may increase up to 130% of the original grant, with results between threshold and maximum determined by linear interpolation. Performance below threshold results in no adjustment to the original grant. This design adds a performance dimension to RSUs while preserving their core retention value.

  64. RSU Awards - New Performance Modifier

    | 2026 PROXY STATEMENT | 63 |

  65. 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 net new recurring subscription sales plus non-recurring sales weighted at 75%, which reinforces the Company’s focus on driving sustainable revenue growth | | Long-Term Incentive Program Only | TSR CAGR | Measures total company achievement of shareholder returns and encourages sustained value creation |

  66. 2025 Average Other NEOs

    | | Salary | | Annual Incentive | | Long-Term Incentive |

  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 Management Committee members, with guidelines among the highest multiples of base salary in our peer group 12x annual base salary for our CEO 8x annual base salary for other Management Committee members Require members of our Management 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 Management 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 (and, beginning in 2026, RSUs) if and when the underlying award is earned and vests Make CEO and President’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, including our NEOs Regularly engage with shareholders and incorporate their feedback |

  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. | | n | | | | | March | •Consider risks arising from the Company’s incentive compensation plans. •Review investor areas of focus. | | n | | | | | 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. | | n | | | | | 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. | | n | | | | | November | •Meet with shareholders to discuss our executive compensation practices and policies and collect feedback. | | n | | | | | December | •Finalize design of executive compensation program for upcoming year and review preliminary recommendations for actual and target levels of compensation. | | n | | | | | 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. | | n | | | | | | |

  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 2025, 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. The Compensation Committee regularly meets with Semler Brossy in Executive Sessions without management’s attendance. Semler Brossy reports directly to the Compensation Committee, which, pursuant to its charter, maintains sole responsibility for retaining or terminating this relationship. Semler Brossy did not provide any other services to MSCI during 2025.

  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 (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. Recent Compensation Program Enhancements

    | What We Heard | | What We Did | | Why | | Focus on PSU payout maximums | | Beginning with awards granted in 2024, we lowered the payout maximum for annual PSUs from 300% to 200% | | Better aligns with market practice and is responsive to shareholder feedback | | Focus on financial metrics | | Increased financial criteria weighting under the AIP from 70% to 80% in 2025 (further expanded to represent 100% of the target annual cash bonus under the 2026 AIP) | | Further strengthens alignment between executive compensation and Company financial performance | | Focus on operational performance and executive retention | | In 2026, added an RNN performance modifier to 2026 RSUs (100%–130% payout based on recurring net new sales performance over the first year of the three-year vesting period) | | Reinforces the link between LTIP awards and operational performance |

  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 2025 pay decisions for our NEOs was comprised of 18 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 2025; •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

    | 2026 PROXY STATEMENT | 69 |

  74. Peer Groups

    | Company | Ticker | GICS Classification | | MSCI Inc. | MSCI | Financial Services—Capital Markets—Financial Exchanges and Data | | Cboe Global Markets, Inc. | CBOE | Financial Services—Capital Markets—Financial Exchanges and Data | | CME Group Inc. | CME | Financial Services—Capital Markets—Financial Exchanges and Data | | CoStar Group, Inc. | CSGP | Real Estate Management & Development—Real Estate 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 | | Intercontinental Exchange, Inc. | ICE | Financial Services—Capital Markets—Financial Exchanges and Data | | 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 | | Nasdaq, Inc. | NDAQ | 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 2026

    Review for 2026 In its annual review of the executive compensation peer group for 2026, 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 Dun & Bradstreet Holdings, Inc. (due to its recent acquisition by Clearlake Capital Group, L.P.) and added Tradeweb Markets Inc. (due to its business alignment to the Company in data and analytics offerings) to the peer group that was used as a reference when setting fiscal 2026 pay for our NEOs:

  76. Elements of Executive Compensation

    | Compensation Element | Type of Pay | Purpose | 2025 Program | | Annual Base Salary Starts on page 72 | Fixed – Cash | Provides certainty and predictability to guarantee a market-competitive compensation in exchange for investing in a career with MSCI | •The only fixed component of our executive compensation program •For 2025, represented 6% of our CEO’s total annual compensation and an average of 12% of our other NEOs’ total compensation | | Annual Incentive (Cash Bonus) Starts on page 72 | 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 (80% weighting); for NEOs consisting of: •Revenue •Adjusted EPS •Total Net Sales (formerly referred to as Net New Sales) •Key Performance Indicator/ Culture and Leadership Goals (20% weighting) | | Long-Term Incentives Starts on page 77 | Variable, Long-Term, Time and Performance-Based – Equity •PSUs •PSOs •RSUs | 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 | •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 •RSUs which cliff vest after a 3-year vesting period •Each of Messrs. Fernandez and Pettit received 100% of their LTIP awards in 2025 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% PSUs, 40% PSOs and 30% RSUs |

  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 80%) and individual performance (weighted at 20%). The Compensation Committee believes that subjecting 80% of the target cash incentive to pre-established performance targets further promotes shareholder value creation by more directly aligning executive compensation with the Company’s long-term business objectives, financial performance and strategic goal attainment.

  79. Annual Cash Incentives

    | 72 | |

  80. Annual Cash Incentives

    For 2025, the Compensation Committee, with input from shareholders and its independent compensation consultant, refined the AIP’s financial metric weightings to reinforce the Company’s focus on driving sustainable revenue growth and new business generation. The Compensation Committee increased the weighting of Total Net Sales (from 40% to 50%) and Revenue (from 20% to 25%), reflecting its view that accelerating top-line performance is critical to long-term shareholder value creation. The weighting of Adjusted EPS was modestly reduced (from 30% to 25%) while remaining a significant component, ensuring continued focus on profitability and cost discipline. The Compensation Committee also eliminated Free Cash Flow as a standalone metric, reducing the overall number of financial metrics from four to three to enhance simplicity and focus participants on the measures most closely tied to the Company’s strategic priorities.

  81. Annual Cash Incentives

    | Metric | 2024 Weight | 2025 Weight | Change | | Total Net Sales | 40% | 50% | +10% | | Revenue | 20% | 25% | +5% | | Adjusted EPS | 30% | 25% | (5%) | | Free Cash Flow | 10% | — | — | | Total Financial | 70% | 80% | +10% |

  82. Annual Cash Incentives

    Finally, the Compensation Committee eliminated the individual performance component for sustainability goals (formerly 10%) and refocused the remaining individual performance component on culture and leadership effectiveness (20%) to broaden the focus of the qualitative assessment to encompass cross-functional collaboration and contributions to company culture, modeling cultural values, talent development and demonstration of leadership behaviors. The following table sets forth the target cash incentive opportunity for each NEO in respect of 2025, as well as the financial and individual performance goal weightings under the AIP for 2025. In 2025, the Compensation Committee did not make any changes to annual target cash incentive compensation for our NEOs compared to 2024.

  83. Annual Cash Incentives

    | | | | Financial Component—Overall Weighting of 80% | | | | | | | | MSCI Metrics | | | | | Name | 2025 Target Cash Incentive ($) | | Revenue | Adjusted EPS | Total Net Sales | KPIs | | Henry A. Fernandez | | 1,400,000 | 25.0% | 25.0% | 50.0% | 20.0% | | Andrew C. Wiechmann | | 750,000 | 25.0% | 25.0% | 50.0% | 20.0% | | C.D. Baer Pettit(1) | | 1,186,555 | 25.0% | 25.0% | 50.0% | 20.0% | | Alvise J. Munari(2) | | 1,025,515 | 25.0% | 25.0% | 50.0% | 20.0% | | Scott A. Crum | | 700,000 | 25.0% | 25.0% | 50.0% | 20.0% |

  84. Annual Cash Incentives

    (1)The 2025 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 $1.3184 for fiscal 2025. Mr. Pettit’s actual 2025 target cash incentive amount was £900,000. (2)The 2025 target annual cash incentive opportunity reflected in the table above for Mr. Munari was converted from Swiss francs to U.S. dollars using the fiscal year average of daily spot rates of CHF 1 to $1.2065 for fiscal 2025. Mr. Munari’s actual 2025 target cash incentive amount was CHF 850,000. In 2026, the Compensation Committee did not make any changes to annual target cash incentive compensation for our NEOs compared to 2025.

  85. Annual Cash Incentives

    | 2026 PROXY STATEMENT | 73 |

  86. 2025 Annual Incentive Plan: Achievement and Payout Summary

    2025 Annual Incentive Plan: Achievement and Payout Summary

  87. 2025 Annual Incentive Plan: Achievement and Payout Summary

    | Financial Component | | Culture and Leadership | | Total Achievement | | | 95.26 | percent | 100 | percent | 96.21 | percent | | of target (80% weight) | | of target (20% weight) | | of target bonus | |

  88. 2025 Annual Incentive Plan: Achievement and Payout Summary

    | AIP Components | Total Net Sales(1) 40% | Revenue 20% | Adjusted EPS 20% | Culture and Leadership 20% |

  89. 2025 Annual Incentive Plan: Achievement and Payout Summary

    | Executive | Target Bonus | Actual—Financial (80%) | Actual— Culture and Leadership (20%) | Payout Breakdown | Total Actual Bonus | | Henry A. Fernandez | $1,400,000 | $1,066,950 | $280,000 | | $1,346,950 | | Andrew C. Wiechmann | $750,000 | $571,580 | $150,000 | | $721,580 | | C.D. Baer Pettit(2) | $1,186,555 | $904,287 | $237,311 | | $1,141,598 | | Alvise J. Munari(3) | $1,025,515 | $781,551 | $205,103 | | $986,654 | | Scott A. Crum | $700,000 | $533,480 | $140,000 | | $673,480 |

  90. 2025 Annual Incentive Plan: Achievement and Payout Summary

    | l | Financial Component (80%): Total Net Sales 40% + Revenue 20% + Adj. EPS 20% | l | Culture & Leadership (20%) |

  91. 2025 Annual Incentive Plan: Achievement and Payout Summary

    (1)For purposes of the AIP, Total Net Sales reflects net new recurring subscription sales plus non-recurring sales weighted at 75%. (2)The actual cash incentive bonus amount 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 $1.3184. Mr. Pettit’s actual 2025 target cash incentive amount was £900,000. (3)The actual cash incentive bonus amount reflected in the table above for Mr. Munari was converted from Swiss francs to U.S. dollars using the fiscal year average of daily spot rates of CHF 1 to $1.2065 for fiscal 2025. Mr. Munari’s actual 2025 target cash incentive amount was CHF 850,000. Beginning in 2026, AIP payouts will be determined entirely by achievement against four financial metrics: Recurring Net New Sales (50% weight), Non-Recurring Sales (10%), Revenue (20%) and Adjusted EPS (20%). Recurring Net New Sales and Non-Recurring Sales will be measured on a quarterly basis, with the final achievement calculated as the average of quarterly results, to reinforce consistent sales execution throughout the year. Payouts for Recurring Net New Sales and Non-Recurring Sales will scale based on performance relative to goals established by the Compensation Committee, with no payout earned for performance below a minimum threshold, and will be measured on a quarterly basis.

  92. 2025 Annual Incentive Plan: Achievement and Payout Summary

    | 74 | |

  93. 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 | 3,121.5 | 95% | 50% | 100% | 100% | 105% | 150% | 100.4% | 104.2% | | MSCI Adjusted EPS | 16.88 | 90% | 50% | 100% | 100% | 110% | 150% | 102.4% | 111.8% | | MSCI Total Net Sales(2) | 290.5 | 50% | 50% | 100% | 100% | 110% | 150% | 82.5% | 82.5% |

  94. Individual Goals Component

    | | 2025 Target Cash Incentive ($) | 2025 Financial Payout (80% Weighting at Target) | | 2025 Individual Performance Payout (20% Weighting at Target) | | 2025 Total Actual Cash Incentive | | | Name | | Value ($) | As % of Target | Value ($) | As % of Target | Value ($) | As % of Target | | Henry A. Fernandez | 1,400,000 | 1,066,950 | 95.26% | 280,000 | 100.0% | 1,346,950 | 96.21% | | Andrew C. Wiechmann | 750,000 | 571,580 | 95.26% | 150,000 | 100.0% | 721,580 | 96.21% | | C.D. Baer Pettit(1) | 1,186,555 | 904,287 | 95.26% | 237,311 | 100.0% | 1,141,598 | 96.21% | | Alvise J. Munari(2) | 1,025,515 | 781,551 | 95.26% | 205,103 | 100.0% | 986,654 | 96.21% | | Scott A. Crum | 700,000 | 533,480 | 95.26% | 140,000 | 100.0% | 673,480 | 96.21% |

  95. 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 2025, the Compensation Committee approved an LTIP that was materially consistent with the program in recent years, 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). Additionally, to support our “owner-operator” culture, in 2025 the Compensation Committee continued to include a one-year post-vest mandatory holding period to our annual PSUs, including those that were granted to our NEOs, where such after-tax shares, or rights with respect to such shares, may not be sold, transferred or otherwise disposed of until the expiration of such holding period. Beginning in 2024, based on feedback received from shareholders, the Compensation Committee reduced the payout maximum under the annual PSUs from 300% to 200% of the target number of shares granted. In addition, the Compensation Committee rebalanced 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. 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.

  96. Long-Term Equity Incentive Compensation Program

    | 2026 PROXY STATEMENT | 77 |

  97. 2025 Equity Mix

    2025 Equity Mix The table below sets forth the allocation of 2025 PSUs, PSOs and RSUs granted to the NEOs. As reflected in the table below, in 2025, Mr. Fernandez and Mr. Pettit received 100% of their equity incentive compensation in the form of PSUs and PSOs.

  98. 2025 Equity Mix

    | Vehicle | CEO(1) | Former President and COO | Other NEOs | | PSUs | 30% | 30% | 30% | | PSOs | 70% | 70% | 40% | | RSUs | —% | —% | 30% |

  99. 2025 Equity Mix

    (1)The table above does not reflect a special grant of PPOs to Mr. Fernandez on January 31, 2025, having a total grant date value of $15.0 million in recognition of his role in MSCI’s growth. See page 80 of this Proxy Statement for additional information on Mr. Fernandez’s special PPO award and page 76 of this Proxy Statement for additional information on Mr. Fernandez’s contributions. In determining the value of 2025 PSUs, PSOs and RSUs, 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. For 2025, the Compensation Committee approved increases in annual long-term incentive compensation for the NEOs after consideration of several factors, including peer group market data and competitive practices. The table below sets forth the value for each NEO’s annual equity awards for 2025 as approved by the Compensation Committee. Under SEC disclosure rules, we are required to disclose the accounting value for the PSUs, PSOs and RSUs granted to the NEOs in 2025 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 2025.

  100. 2025 Equity Mix

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

  101. 2025 Equity Mix

    (1)The table above does not reflect the special PPO award granted to Mr. Fernandez in early 2025.

  102. 2025 Equity Mix

    | 78 | |

  103. PSUs

    PSUs The PSUs granted in 2025 will cliff-vest on January 30, 2028, 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 2025 PSUs are eligible to vest between 0% and 200% of target. The 2025 PSUs include a one-year post-vest mandatory holding period, where such after-tax 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 2025 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. In 2025, the Compensation Committee also adjusted the applicable TSR performance goal percentages and the applicable threshold, target and maximum goals for the 2025 PSUs to better promote an “owner-operator” culture and focus our senior leaders on long-term shareholder value creation.

  104. PSUs

    | TSR CAGR (%) | Performance Percentage (%) | | ≥ 20.0 (maximum) | 200 | | 15.0 | 150 | | 10.0 (target) | 100 | | 1.0 (threshold) | 10 | | < 1.0 | No Vesting |

  105. PSUs

    The Compensation Committee established the above TSR performance goal percentages applicable to the 2025 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 2025 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 2025 PSUs would translate to measurable growth in our shareholders’ investments over such performance period.

  106. 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 2025 will cliff-vest on January 31, 2028, subject generally to the executive’s continued employment with the Company. While these RSU awards for 2025 do not have explicit performance-vesting conditions, the ultimate value that will be delivered to our NEOs from these awards depends on our future share price performance.

  107. 2025 Special Premium-Priced Stock Option CEO Award

    2025 Special Premium-Priced Stock Option CEO Award On January 31, 2025, the Compensation Committee granted a special PPO award for our Chairman and CEO, Henry A. Fernandez, having a total grant date value of $15.0 million. The PPOs are allocated across 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 closing share price on the day prior to grant date. The Compensation Committee deliberately chose premium-priced stock options over full-value equity awards such as restricted stock units. Unlike full-value awards, PPOs deliver zero value unless the Company’s share price exceeds the exercise price hurdle. Even then, Mr. Fernandez participates only in the incremental appreciation above that hurdle, creating meaningful risk that some or all of the PPOs could expire without delivering any value. The options vest on the fifth anniversary of the grant date, subject to Mr. Fernandez’s continued service (except in limited circumstances involving a termination of employment without cause or due to death or disability). Unlike the Company’s historical equity incentive compensation program, the award does not provide for interim or retirement vesting; accordingly, the entirety of the award remains at risk and contingent on Mr. Fernandez’s continued service through the end of the five-year vesting period. The award is subject to the Company’s compensation recoupment policies and stock ownership guidelines (under which Mr. Fernandez must maintain 25% of net shares realized following any stock option exercise) and, as a special award, is not part of the Company’s regular annual compensation program.

  108. 2025 Special Premium-Priced Stock Option CEO Award

    | 80 | |

  109. Factors Considered by the Board in Approving the Award

    Factors Considered by the Board in Approving the Award In approving the special PPO award, the Compensation Committee considered a range of factors, including the Company’s ongoing dialogue with shareholders regarding its compensation program, as described under “Shareholder Engagement” on page 41 above. The award to Mr. Fernandez reflects the Company’s commitment to an “owner-operator” culture by using an equity award that directly links pay to long-term shareholder value creation, while rewarding exceptional leadership and sustained contributions to MSCI’s growth. The Compensation Committee, in consultation with Semler Brossy, its independent compensation consultant, and review by the independent members of the Board, determined to strengthen Mr. Fernandez’s alignment with the Company’s long-term growth priorities through value-creating incentives, based on rigorous and extraordinarily hard-to-achieve share price hurdles. Mr. Fernandez did not participate in any deliberations regarding the award. In approving the award, the Compensation Committee considered the following: •Mr. Fernandez’s proven track record of value creation: Mr. Fernandez oversaw MSCI’s growth over 25 years as the Company’s CEO, during which the Company’s share price increased more than 37-fold 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 strategic imperative to sustain MSCI’s growth trajectory: The Compensation Committee recognized the importance of incentivizing MSCI’s growth amid the rapidly developing changes in the investment industry, including advancements in technology, increasing demand for customized portfolio construction tools and growing investor interest in private assets, among other evolving industry trends, and increasingly intense competition for top executive talent. •Peer compensation practices: In consultation with its independent compensation consultant, the Compensation Committee 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. •Share price performance as the core metric of successful execution of MSCI’s strategic priorities: The Compensation Committee considered various award structures and determined that premium-priced stock options best reflected the Compensation Committee’s objectives. Unlike other performance awards we grant under the LTIP, the performance hurdles of the PPOs are fixed into the exercise price—meaning even after the stock price hurdle is satisfied, Mr. Fernandez will only realize value to the extent our share price continues to appreciate thereafter. As a result, there is meaningful risk that some or all of the PPOs could result in zero realizable value if the Company’s share price does not reach and sustain the premium exercise price thresholds. The Compensation Committee believes this rigorous performance structure further aligns Mr. Fernandez’s interest with those of our shareholders. •Strong long-term alignment with shareholders: The award is designed to reinforce long-term shareholder alignment through a five-year vesting period, without interim vesting opportunities and premium exercise prices that deliver zero value unless MSCI’s share price appreciates meaningfully above the closing share price on the trading day prior to grant date. Given that Mr. Fernandez is already one of the Company’s largest individual shareholders, the Compensation Committee structured the award to reward only exceptional future performance rather than provide incremental value tied to the Company’s current valuation. •Robust retention and ownership requirements: The award is also subject to the Company’s existing stock retention requirements, under which Mr. Fernandez must maintain 25% of net shares realized following any stock option exercise through the end of his service on the Management Committee. These retention requirements apply in addition to the Company’s stock ownership guidelines, which require Mr. Fernandez to hold shares equivalent to twelve times his annual base salary. •This special award is not part of our regular compensation program. The Compensation Committee determined the award was warranted by the specific strategic circumstances facing the Company, including the need for enhanced leadership continuity and focused execution during a pivotal period of market transformation.

  110. Factors Considered by the Board in Approving the Award

    As part of our 2025 Corporate Responsibility off-season engagement, we engaged with shareholders representing approximately 27.1% of our outstanding shares on the design and rationale of the CEO special incentive award. Investors who met with us broadly acknowledged the importance of incentivizing continued contributions of Mr. Fernandez during this critical period of industry transformation and viewed positively the structure of the award. Investors specifically cited the rigor of the premium exercise price hurdles and expressed comfort with the award’s structure, noting that the significant premiums to the closing share price on the trading day prior to grant date ensure that Mr. Fernandez participates in value creation only after shareholders have realized substantial appreciation. Several investors highlighted that they view premium-priced options as carrying meaningful additional risk compared to at-the-money awards and that the performance thresholds embedded in the exercise prices are robust. See page 41 of this Proxy Statement for additional information regarding our shareholder engagement efforts in 2025. For a description of the treatment of these awards upon a termination of employment or a change in control, see “Potential Payments Upon Termination or Change in Control” on page 95 of this Proxy Statement. The grant date fair value of the award is reflected in the 2025 Summary Compensation Table and in the Grants of Plan-Based Awards table. The Compensation Committee notes that grant date accounting value is not indicative of the value ultimately realizable by the participant, which depends on future share price performance above the exercise prices.

  111. 2021 PSU Award Payouts

    2021 PSU Award Payouts The five-year performance period applicable to the PSUs granted to each of Messrs. Fernandez, Wiechmann, Pettit, Munari and Crum commenced on February 3, 2021 and concluded on February 2, 2026. The 2021 PSUs required a TSR CAGR of at least 10.00% to achieve threshold performance level (50% of opportunity), 12.50% to achieve target performance level (100% of opportunity), and 20.00% to achieve maximum performance level (200% of opportunity). The TSR CAGR achievement was below threshold performance level, resulting in no payout for the 5-year PSUs granted to each of Messrs. Fernandez, Wiechmann, Pettit, Munari and Crum on February 4, 2021. For more information on the threshold, target and maximum goals applicable to the 2021 PSUs, please see page 81 of our 2022 Proxy Statement.

  112. 2023 PSU Award Payouts

    2023 PSU Award Payouts The three-year performance period applicable to the PSUs granted to each of Messrs. Fernandez, Wiechmann, Pettit, Munari and Crum commenced on February 2, 2023 and concluded on February 1, 2026. The 2023 PSUs required a TSR CAGR of at least 8.00% to achieve threshold performance level (25% of opportunity), 10.00% to achieve target performance level (100% of opportunity), and 30.00% to achieve maximum performance level (300% of opportunity). The TSR CAGR achievement was below threshold performance level, resulting in no payout for the 3-year PSUs granted to each of Messrs. Fernandez, Wiechmann, Pettit, Munari and Crum on February 2, 2023. For more information on the threshold, target and maximum goals applicable to the 2023 PSUs, please see page 77 of our 2024 Proxy Statement.

  113. 2023 PSO Award Payouts

    2023 PSO Award Payouts The three-year performance period applicable to the PSOs granted to each of Messrs. Fernandez, Wiechmann, Pettit, Munari and Crum on January 1, 2023 concluded on December 31, 2025, and the service condition was satisfied on February 2, 2026, and resulted in the following level of achievement:

  114. 2023 PSO Award Payouts

    | | Performance Period: 2023-2025 | | | | | | | | | | Threshold | | Target | | Maximum | | Actual | | | Metrics | Goal | Payout (% of Opportunity) | Goal | Payout (% of Opportunity) | Goal | Payout (% of Opportunity) | Achievement | % Payout | | Cumulative Revenue (in millions) | $8,258.6 | 25% | $8,514.0 | 50% | $8,769.4 | 100% | $8,519.5 | 51.1% | | Adjusted EPS | $40.58 | 25% | $43.17 | 50% | $45.76 | 100% | $46.00 | 100.0% |

  115. 2023 PSO Award Payouts

    | 2026 PROXY STATEMENT | 83 |

  116. 2023 PSO Award Payouts

    Actual achievement of the cumulative revenue performance metric was 51.1% and the adjusted EPS performance metric was 100.0%, which resulted in a payout of 151.1% of the target number of PSOs. Following the performance certified by the Compensation Committee, Mr. Fernandez received 42,193 options to purchase common stock, Mr. Wiechmann received 5,639 options, Mr. Pettit received 23,781 options, Mr. Munari received 6,042 options and Mr. Crum received 4,968 options, all of which vested and became exercisable on February 2, 2026.

  117. 2026 Long-Term Equity Incentive Compensation Program

    2026 Long-Term Equity Incentive Compensation Program The Compensation Committee approved the 2026 LTIP to align NEO interests with long-term shareholder value and to reinforce MSCI’s owner-operator culture. The LTIP continued to consist of annual PSUs, PSOs and RSUs, with the majority of long-term incentive value delivered through performance-based awards; the CEO’s 2026 LTIP awards were entirely performance based. PSUs and PSOs remained the principal performance vehicles for long-term pay. PSUs continued to be measured using multi-year absolute TSR metrics with a 0% payout below threshold and up to 200% at maximum; PSOs continued to tie payout to multi-year cumulative revenue and adjusted EPS goals. The Compensation Committee approved these designs after consideration of peer practice, shareholder feedback and MSCI’s strategic and talent priorities. For 2026, the Compensation Committee retained three-year cliff vesting for RSUs but introduced an upside-only RNN performance modifier measured over FY2026. The RNN performance modifier could increase the number of RSUs granted up to 130% if the RNN metric is achieved, but would not reduce the number of RSUs below 100% if it is not achieved. RNN is measured as net new recurring subscription sales (new recurring subscription sales minus subscription cancellations).

  118. 2026 Equity Mix

    2026 Equity Mix The table below sets forth the allocation of 2026 PSUs, PSOs and RSUs granted to the NEOs. In connection with his transition to an advisory role effective March 1, 2026, Mr. Pettit was not eligible to receive 2026 equity awards. Please see page 78 for the allocation of 2025 PSUs, PSOs and RSUs granted to the NEOs.

  119. 2026 Equity Mix

    | Vehicle | CEO | Other NEOs | | PSUs | 30% | 30% | | PSOs | 70% | 40% | | RSUs | —% | 30% |

  120. 2026 Equity Mix

    For 2026, the Compensation Committee also approved increases in annual long-term incentive compensation for the NEOs after consideration of several factors, including peer group market data and competitive practices. The table below sets forth the amounts for each NEO’s 2026 equity awards under the LTIP (other than Mr. Pettit, who was not eligible to receive 2026 equity awards):

  121. 2026 Equity Mix

    | Name | PSUs ($) | PSOs ($) | RSUs ($) | Total Equity Compensation ($) | | Henry A. Fernandez | 5,280,000 | 12,320,000 | — | 17,600,000 | | Andrew C. Wiechmann | 1,110,000 | 1,480,000 | 1,110,000 | 3,700,000 | | Alvise J. Munari(1) | 1,320,000 | 1,760,000 | 1,320,000 | 4,400,000 | | Scott A. Crum | 945,000 | 1,260,000 | 945,000 | 3,150,000 |

  122. 2026 Equity Mix

    (1)The table above does not reflect special retention PSOs granted to Mr. Munari in early 2026 with a grant date value of $1,400,000 and special retention RSUs granted to Mr. Munari in early 2026 with a grant date value of $600,000 in connection with his promotion to Head of Client Segments, in addition to his role as Chief Product Officer. See page 76 of this Proxy Statement for additional information on Mr. Munari’s contributions.

  123. 2026 Equity Mix

    | 84 | |

  124. 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. Mr. Wiechmann’s Offer Letter and Mr. Pettit’s Employment Letters 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, 2025, assuming 100% achievement of the annual bonus opportunity, such amounts would have equaled $2,100,000 for Mr. Wiechmann and $3,197,106 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 $1.3184 for fiscal 2025). Transition Arrangements with Mr. Pettit Mr. Pettit ceased serving in his position as President and as a member of the Board of Directors effective March 1, 2026 and transitioned to an advisory role with the Company as of such date. In connection with his transition of services, Mr. Pettit entered into a Transition and Advisory Agreement with MSCI Inc. (the “Advisory Agreement”) and a Settlement Agreement with MSCI Limited, each dated January 28, 2026. Under these agreements, Mr. Pettit serves as a senior advisor to the Chief Executive Officer from March 1, 2026 through August 15, 2026 at a monthly advisory fee of £20,000, and will continue to vest in his outstanding equity awards through his service termination date. Under the Settlement Agreement, Mr. Pettit waived his entitlement to severance benefits under his employment letter with MSCI Limited, including the severance practice described therein. Under the Advisory Agreement, Mr. Pettit remains subject to customary confidentiality obligations and restrictive covenants. Change in Control Severance Plan In addition, we maintain a Change in Control Severance Plan for the benefit of eligible senior executives of the Company (including the NEOs) that provides for severance benefits on a “double-trigger” basis—i.e., in the event of a qualifying termination of the executive’s employment by the Company without “cause” or by the participant for “good reason” in connection with a change in control. Additional information on post-termination and change in control benefits for our NEOs, assuming a qualifying event occurred as of December 31, 2025, is provided in the section titled “Potential Payments upon Termination or Change in Control,” on page 95 of this Proxy Statement.

  125. 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, following 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 2025, 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.

  126. Equity Award Timing

    | 86 | |

  127. Clawback Policies

    Clawback Policies We seek to recover, to the extent practicable, performance-based compensation from members of our Management Committee and the Company’s Principal Accounting Officer under certain circumstances. In 2023, the Board adopted the Company’s Financial Statement Compensation Recoupment Policy in accordance with Rule 10D-1 and revised its Management Committee Compensation Recoupment Policy. Under the Company’s Financial Statement Compensation Recoupment Policy, the Compensation Committee, will, to the extent permitted by law, recoup any incentive compensation (cash and equity) received by the Company’s Executive Officers, in the event of a restatement of financial-based measures (regardless of whether detrimental conduct has occurred). In the case of a restatement of financial-based measures, the Compensation Committee will reasonably promptly recover the amount by which the incentive compensation received exceeds the amount that would have been received if the error had not been made within the three years preceding the date on which the Board determines that the financial measure contains a material error. Under the Company’s revised Management Committee Compensation Recoupment Policy, the Compensation Committee may, to the extent permitted by applicable law, recoup any incentive compensation (cash and equity) received by members of the Company’s Management Committee and the Company’s Principal Accounting Officer in the event of a restatement of financial or other performance-based measures (regardless of whether detrimental conduct has occurred) or in the event that detrimental conduct results in an increased level of performance goal achievement or otherwise causes material financial and/or reputational harm to the Company, as described below. In the case of a restatement of financial or other performance-based measures, the Compensation Committee may recover up to the amount by which the incentive compensation received exceeds the amount that would have been received if the error had not been made within the two years preceding the date on which the Board or the Compensation Committee determines that the financial or other measure contains a material error. Under the Company’s revised Management Committee Compensation Recoupment Policy, in the case of detrimental conduct that, in the sole discretion of the Compensation Committee, has resulted in a level of achievement of a performance-based measure or caused material financial or reputational harm to the Company, the Board may recover incentive compensation, including service-vesting awards, received by the person during the two-year period immediately preceding the date on which such person engaged in such detrimental conduct (or the date on which the Compensation Committee discovers that such person engaged in detrimental conduct). Detrimental conduct consists of: •willful misconduct or breach of a fiduciary duty with respect to the Company or any of its subsidiaries; •conviction of, or having entered a plea bargain or settlement admitting guilt for, any crime of moral turpitude or felony under any applicable law with respect to the Company or any of its subsidiaries; •commission of an act of fraud, embezzlement or misappropriation, with respect to the Company or any of its subsidiaries; •breach of any restrictive covenant to which such person is subject contained in any applicable agreement or arrangement with the Company or any of its subsidiaries; and •failure to take action with respect to any acts or conduct described above when taken by another person that such person has actual knowledge of or directing any other person to take any of the actions described above. The Management Committee Compensation Recoupment Policy applies to all incentive compensation (cash and equity, including service-vesting awards in the case of detrimental conduct) granted on or after February 7, 2019. The Financial Statement Compensation Recoupment Policy applies to all incentive compensation (cash and equity) that is determined based on goals attained in any of the three completed fiscal years (i.e., compensation is “received”), beginning with the fiscal year ended December 31, 2023.

  128. 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, including company-wide financial measures and stock price performance, 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, delivered through a mix of PSUs, PSOs and RSUs, 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. •Management Committee members are required to meet the applicable stock ownership guidelines described under “Stock Ownership Guidelines” on page 86 of this Proxy Statement. •Incentive compensation is subject to the clawback policies described under “Clawback Policies” on page 87 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 2025, the Compensation Committee, with the assistance of its independent compensation consultant, reviewed our compensation practices and policies as generally applicable to all of our employees and believes that our practices and 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. In connection with its 2025 assessment, the Compensation Committee also engaged Aon to evaluate the Company’s executive, broad-based and client-coverage compensation programs from a risk and governance perspective. Aon concluded that the Company’s 2025 executive, broad-based, and client-coverage incentive compensation policies and practices are not reasonably likely to promote excessive risk-taking behavior or to have a material adverse effect on the Company.

  129. 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 2025, 2024 and 2023. 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 $1.3184, $1.2780 and $1.2433 for fiscal 2025, 2024 and 2023, respectively. Certain amounts paid to Mr. Munari accrued in Swiss francs. In the tables below, where applicable, these amounts were converted to U.S. dollars using the fiscal year average of daily spot rates of CHF 1 to $1.2065 for fiscal 2025.

  130. 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, Chief Executive Officer and President | 2025 | 1,000,000 | — | 4,380,024 | 25,220,304 | 1,346,950 | 1,373,312 | 33,320,590 | | | 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 | | Andrew C. Wiechmann Chief Financial Officer | 2025 | 600,000 | — | 1,800,544 | 1,200,108 | 721,580 | 108,351 | 4,430,583 | | | 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 | | C.D. Baer Pettit(8) Former President and COO | 2025 | 823,996 | — | 2,160,219 | 5,040,054 | 1,141,598 | 688,637 | 9,854,504 | | | 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 | | Alvise J. Munari Chief Product Officer and Head of Client Segments | 2025 | 663,568 | — | 1,800,544 | 1,200,108 | 986,654 | 323,994 | 4,974,868 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Scott A. Crum Chief Human Resources Officer | 2025 | 550,000 | — | 1,440,533 | 960,042 | 673,480 | 176,088 | 3,800,143 | | | 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 |

  131. Summary Compensation Table

    (1)Mr. Pettit’s 2025 base salary rate was £625,000. Mr. Munari’s base salary rate was CHF 550,000. (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 2023, February 2024 and January 2025 as part of the annual compensation process. The following table represents the grant date fair value of stock and option awards granted during January 2025:

  132. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding awards granted to our NEOs during fiscal 2025.

  133. 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)(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(8) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Henry A. Fernandez | AIP | — | 1/27/2025 | — | 1,400,000 | 2,100,000 | — | — | — | — | — | — | — | | | PSU(5) | 1/31/2025 | 1/27/2025 | — | — | — | 808 | 8,086 | 16,172 | — | — | — | 4,380,024 | | | PSO(6) | 1/31/2025 | 1/27/2025 | — | — | — | 11,452 | 45,808 | 91,616 | — | — | 590.73 | 10,220,222 | | | PPO(7) | 1/31/2025 | 1/27/2025 | — | — | — | — | — | — | — | 36,846 | 1,000.00 | 5,000,002 | | | PPO(7) | 1/31/2025 | 1/27/2025 | — | — | — | — | — | — | — | 40,780 | 1,100.00 | 5,000,035 | | | PPO(7) | 1/31/2025 | 1/27/2025 | — | — | — | — | — | — | — | 44,920 | 1,200.00 | 5,000,045 | | Andrew C. Wiechmann | AIP | — | 1/27/2025 | — | 750,000 | 1,125,000 | — | — | — | — | — | — | — | | | RSU(4) | 1/31/2025 | 1/27/2025 | — | — | — | — | — | — | 1,524 | — | — | 900,272 | | | PSU(5) | 1/31/2025 | 1/27/2025 | — | — | — | 166 | 1,662 | 3,324 | — | — | — | 900,272 | | | PSO(6) | 1/31/2025 | 1/27/2025 | — | — | — | 1,344 | 5,379 | 10,758 | — | — | 590.73 | 1,200,108 | | C.D. Baer Pettit(2) | AIP | — | 1/27/2025 | — | 1,186,555 | 1,779,832 | — | — | — | — | — | — | — | | | PSU(5) | 1/31/2025 | 1/27/2025 | — | — | — | 398 | 3,988 | 7,976 | — | — | — | 2,160,219 | | | PSO(6) | 1/31/2025 | 1/27/2025 | — | — | — | 5,647 | 22,590 | 45,180 | — | — | 590.73 | 5,040,054 | | Alvise J. Munari(3) | AIP | — | 1/27/2025 | — | 1,025,515 | 1,538,272 | — | — | — | — | — | — | — | | | RSU(4) | 1/31/2025 | 1/27/2025 | — | — | — | — | — | — | 1,524 | — | — | 900,272 | | | PSU(5) | 1/31/2025 | 1/27/2025 | — | — | — | 166 | 1,662 | 3,324 | — | — | — | 900,272 | | | PSO(6) | 1/31/2025 | 1/27/2025 | — | — | — | 1,344 | 5,379 | 10,758 | — | — | 590.73 | 1,200,108 | | Scott A. Crum | AIP | — | 1/27/2025 | — | 700,000 | 1,050,000 | — | — | — | — | — | — | — | | | RSU(4) | 1/31/2025 | 1/27/2025 | — | — | — | — | — | — | 1,219 | — | — | 720,099 | | | PSU(5) | 1/31/2025 | 1/27/2025 | — | — | — | 133 | 1,330 | 2,660 | — | — | — | 720,434 | | | PSO(6) | 1/31/2025 | 1/27/2025 | — | — | — | 1,075 | 4,303 | 8,606 | — | — | 590.73 | 960,042 |

  134. Grants of Plan-Based Awards

    (1)Represents the target and maximum payouts with respect to the AIP for 2025. 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 2025 target AIP payment was £900,000. (3)Mr. Munari’s 2025 target AIP payment was CHF 850,000. (4)Represents service vesting RSUs granted during 2025 that cliff-vest on January 31, 2028, subject to continued service through the vesting date. (5)Represents the target number of PSUs granted during 2025 that cliff-vest at the end of a three-year performance period from January 31, 2025 to January 30, 2028, 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. (6)Represents the target number of PSOs granted during 2025 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, 2025 to December 31, 2027. 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. (7)Represents the special PPO award granted to Mr. Fernandez during 2025 that cliff-vest on January 31, 2030, subject to continued service through the vesting date. (8)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 PPOs, the grant date fair value was calculated using the Hull-White lattice 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, and the values of the PPOs, see footnote 2 to the “Summary Compensation Table” above.

  135. Grants of Plan-Based Awards

    | 92 | |

  136. 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, PPOs, PSUs and RSUs held by each of our NEOs on December 31, 2025, which units remain subject to forfeiture and cancellation provisions.

  137. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) | | Henry A. Fernandez | | | | | | — | — | 20,527 | 11,776,955 | | | | | 91,616(4) | 590.73 | 1/31/2035 | | | | | | | — | 36,846(3) | | 1,000.00 | 1/31/2035 | | | | | | | — | 40,780(3) | | 1,100.00 | 1/31/2035 | | | | | | | — | 44,920(3) | | 1,200.00 | 1/31/2035 | | | | | | | | | 73,046(2) | 598.62 | 2/1/2034 | | | | | | | | | 55,848(1) | 554.52 | 2/2/2033 | | | | | | Andrew C. Wiechmann | | | | | | 3,990 | 2,289,183 | 2,933 | 1,682,750 | | | | | 10,758(4) | 590.73 | 1/31/2035 | | | | | | | | | 9,536(2) | 598.62 | 2/1/2034 | | | | | | | | | 7,464(1) | 554.52 | 2/2/2033 | | | | | | C.D. Baer Pettit | | | | | | — | — | 10,730 | 6,156,122 | | | | | 45,180(4) | 590.73 | 1/31/2035 | | | | | | | | | 40,932(2) | 598.62 | 2/1/2034 | | | | | | | | | 31,478(1) | 554.52 | 2/2/2033 | | | | | | Alvise J. Munari | | | | | | 3,970 | 2,277,708 | 4,491 | 2,576,621 | | | | | 10,758(4) | 590.73 | 1/31/2035 | | | | | | | | | 8,816(2) | 598.62 | 2/1/2034 | | | | | | | | | 7,998(1) | 554.52 | 2/2/2033 | | | | | | Scott A. Crum | | | | | | 3,223 | 1,849,132 | 2,675 | 1,534,727 | | | | | 8,606(4) | 590.73 | 1/31/2035 | | | | | | | | | 7,198(2) | 598.62 | 2/1/2034 | | | | | | | | | 6,576(1) | 554.52 | 2/2/2033 | | | | |

  138. Outstanding Equity Awards at Fiscal Year-End

    (1)Represents the award of PSOs that was granted on February 2, 2023, which 2023 PSOs were unexercised and unearned as of December 31, 2025 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.” (2)Represents the award of PSOs that was granted on February 1, 2024, which 2024 PSOs were unexercised and unearned as of December 31, 2025 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 special award of PPOs that was granted on January 31, 2025, which PPOs were unexercisable as of December 31, 2025. (4)Represents the award of PSOs that was granted on January 31, 2025, which 2025 PSOs were unexercised and unearned as of December 31, 2025 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.”

  139. Outstanding Equity Awards at Fiscal Year-End

    | 2026 PROXY STATEMENT | 93 |

  140. Outstanding Equity Awards at Fiscal Year-End

    (5)Represents unvested RSUs outstanding as of December 31, 2025. 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:

  141. Outstanding Equity Awards at Fiscal Year-End

    | | Number of RSUs by Vesting Date | | | | | Name | 2/2/2026 | 2/1/2027 | 1/31/2028 | Total | | Henry A. Fernandez | — | — | — | — | | Andrew C. Wiechmann | 1,137 | 1,329 | 1,524 | 3,990 | | C.D. Baer Pettit | — | — | — | — | | Alvise J. Munari | 1,218 | 1,228 | 1,524 | 3,970 | | Scott A. Crum | 1,001 | 1,003 | 1,219 | 3,223 |

  142. Outstanding Equity Awards at Fiscal Year-End

    (6)The market value of outstanding RSUs is based on a share price of $573.73, the closing share price of MSCI common stock on December 31, 2025, rounded to the nearest whole number. (7)Represents outstanding and unvested PSUs held on December 31, 2025 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.” PSU Awards, Subject to Forfeiture and Cancellation Provisions

  143. Outstanding Equity Awards at Fiscal Year-End

    | Award Year | 2021 | 2023 | 2024 | 2024 | 2025 | | Term | 5-year | 3-year | 3-year | 3-year | 3-year | | Payout Adjustment | Threshold | Threshold | Threshold | Threshold | Target | | Name | PSUs at Threshold Vesting (#) | PSUs at Threshold Vesting (#) | PSUs at Threshold Vesting (#) | Special PSUs at Threshold Vesting (#) | PSUs at Target Vesting (#) | | Henry A. Fernandez | 8,710(1) | 2,000(2) | 1,731 | — | 8,086 | | Andrew C. Wiechmann | 609(1) | 267(2) | 395 | — | 1,662 | | C.D. Baer Pettit | 4,645(1) | 1,127(2) | 970 | — | 3,988 | | Alvise J. Munari | 1,083(1) | 286(2) | 365 | 1,095(3) | 1,662 | | Scott A. Crum | 812(1) | 235(2) | 298 | — | 1,330 |

  144. Outstanding Equity Awards at Fiscal Year-End

    (1)Following the performance adjustment, no payout was made on the 2021 5-year PSUs. (2)Following the performance adjustment, no payout was made on the 2023 3-year PSUs. (3)Represents special PSUs granted to Mr. Munari in 2024 in connection with his appointment to Chief Product Officer.

  145. Outstanding Equity Awards at Fiscal Year-End

    | 94 | |

  146. 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 2025.

  147. 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 | — | — | 58,370 | 34,291,208 | | Andrew C. Wiechmann | — | — | 2,979 | 1,746,517 | | C.D. Baer Pettit | — | — | 25,943 | 15,240,994 | | Alvise J. Munari | — | — | 7,447 | 4,369,449 | | Scott A. Crum | — | — | 6,347 | 3,724,186 |

  148. 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.

  149. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  150. Estimated Potential Payments upon Termination or Change in Control

    Estimated Potential Payments upon Termination or Change in Control

  151. 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 | | 23,732,897 | | 23,732,897 | 23,732,897 | | 4,769,666 | | 87,880 | | 23,732,897 | | Andrew C. Wiechmann | | 3,663,538 | | 5,535,322 | — | | 2,683,753 | | — | | 5,535,322 | | C.D. Baer Pettit(8) | | 10,234,378 | | 12,733,927 | 10,234,378 | | 3,991,449 | | 18,474 | | 12,733,927 | | Alvise J. Munari | | 5,467,157 | | 8,562,861 | — | | 3,355,953 | | 29,816 | | 8,562,861 | | Scott A. Crum | | 4,833,153 | | 4,833,153 | 4,833,153 | | 2,484,840 | | 102,758 | | 4,833,153 |

  152. Estimated Potential Payments upon Termination or Change in Control

    (1)With respect to PSUs or RSUs, values are based on the closing share price of MSCI common stock on December 31, 2025 ($573.73). With respect to PSOs, represents the closing share price of MSCI common stock on December 31, 2025 minus the relevant exercise price times the number of outstanding PSOs for all in-the-money, unvested PSOs as of such date. No value for Mr. Fernandez’s PPOs is included because the PPOs were out-of-the-money as of December 31, 2025. (2)These amounts represent the values associated with the acceleration of unvested PSUs (assuming payout at the target performance level), PSOs (assuming in-the-money value at the target performance level) and RSUs 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 PSUs (assuming payout at the maximum performance level), PSOs (assuming in-the money value at the maximum performance level) and

  153. Estimated Potential Payments upon Termination or Change in Control

    | 98 | |

  154. Estimated Potential Payments upon Termination or Change in Control

    RSUs is $52,056,209 for Mr. Fernandez, $6,511,233 for Mr. Wiechmann, $22,983,988 for Mr. Pettit, $10,152,894 for Mr. Munari and $8,357,629 for Mr. Crum. No value for Mr. Fernandez’s PPOs is included because the PPOs were out-of-the-money as of December 31, 2025. (3)These amounts represent the values associated with the acceleration of unvested PSUs (assuming payout at the target performance level), PSOs (assuming in-the-money value at the target performance level) and RSUs 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 PSUs (assuming payout at the maximum performance level), PSOs (assuming in-the money value at the maximum performance level) and RSUs is $52,056,209 for Mr. Fernandez, $9,395,353 for Mr. Wiechmann, $28,055,377 for Mr. Pettit, $15,505,508 for Mr. Munari and $8,357,629 for Mr. Crum. No value for Mr. Fernandez’s PPOs is included because the PPOs were out-of-the-money as of December 31, 2025. (4)These amounts represent the values associated with the acceleration of the payout of PSUs, PSOs and RSUs 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 $52,056,209 for Mr. Fernandez, $22,983,988 for Mr. Pettit and $8,357,629 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 PSUs (assuming payout at the target performance level), PSOs (assuming in-the-money value at the target performance level) and RSUs 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 PSUs (assuming payout at the maximum performance level), PSOs (assuming in-the money value at the maximum performance level) and RSUs is $52,056,209 for Mr. Fernandez, $9,395,353 for Mr. Wiechmann, $28,055,377 for Mr. Pettit, $15,505,508 for Mr. Munari and $8,357,629 for Mr. Crum. No value for Mr. Fernandez’s PPOs is included because the PPOs were out-of-the-money as of December 31, 2025. (8)The amounts in the table represent the hypothetical amounts that would have been payable to Mr. Pettit had his employment been terminated on December 31, 2025. The actual amounts payable to Mr. Pettit under his Advisory Agreement and Settlement Agreement entered into with the Company in connection with his planned retirement are described under “Employment Agreements” above on page 85 of this Proxy Statement.

  155. 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 2025: •the median of the annual total compensation of all our employees (except our Chief Executive Officer) was $56,294; •the annual total compensation of our Chief Executive Officer was $33,320,590, or $18,320,508 excluding the special PPO award described on page 80 of this Proxy Statement; and •the ratio of these two amounts was 592(1) to 1, or 325(2) to 1 excluding the special PPO award. 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.

  156. CEO Pay Ratio

    | 2026 PROXY STATEMENT | 99 |

  157. CEO Pay Ratio

    (1)For purposes of the CEO pay ratio disclosure, Mr. Fernandez’s annual total compensation includes the amount reported in the “Total” column of the Summary Compensation Table on page 90 of this Proxy Statement, including the special PPO award granted to Mr. Fernandez in early 2025, having a total grant date value of $15.0 million. (2)We understand that the CEO pay ratio is intended to provide greater transparency to annual CEO compensation and how it compares to the annual compensation of the median employee. As such, we are providing a supplemental ratio that compares the CEO’s total 2025 compensation, excluding the special PPO award with a grant date fair value of $15,000,082 described on page 80 of this Proxy Statement, to the annual total compensation of the median employee to facilitate a better understanding of our CEO’s ongoing annual total compensation and better comparability.

  158. 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 90 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 2025, 2024, 2023, 2022 and 2021. “Compensation Actually Paid” does not represent cash or equity value realized or paid to our NEOs or how our Compensation Committee evaluates compensation decisions, but rather is a value calculated based on the requirements and methodology set forth in the applicable SEC rules. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, net income and adjusted EPS.

  159. 2025 Pay Versus Performance Table

    2025 Pay Versus Performance Table

  160. 2025 Pay Versus Performance Table

    | Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | | Compensation Actually Paid to PEO(2) ($) (c) | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($) (d) | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) ($) (e) | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (in Thousands)(4) ($) (h) | | Adjusted EPS(5) ($) (i) | | | | | | | | | | | | Total Shareholder Return(3) ($) (f) | Peer Group Total Shareholder Return(3) ($) (g) | | | | | | | 2025 | | 33,320,590 | | 19,771,649 | | 5,765,024 | | 2,858,566 | 135.2 | | 208.4 | | 1,202,305 | | 17.28 | | 2024 | | 15,696,607 | | 17,879,415 | | 4,765,696 | | 4,657,379 | 139.7 | | 180.1 | | 1,109,128 | | 15.20 | | 2023 | | 13,793,145 | | 42,412,804 | | 4,424,283 | | 8,653,705 | 130.2 | | 136.7 | | 1,148,592 | | 13.52 | | 2022 | | 12,998,816 | | (38,985,841) | | 3,887,795 | | (5,073,374) | 105.9 | | 119.3 | | 870,573 | | 11.45 | | 2021 | | 10,338,312 | | 81,171,520 | | 3,496,361 | | 15,271,690 | 138.1 | | 135.8 | | 725,983 | | 9.95 |

  161. 2025 Pay Versus Performance Table

    (1)Compensation for our principal executive officer (“PEO”), Henry A. Fernandez, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEOs includes the following NEOs: (i) in 2025, Scott A. Crum, Alvise J. Munari, C.D. Baer Pettit and Andrew C. Wiechmann and (ii) in each of 2024, 2023, 2022 and 2021, Scott A. Crum, Robert J. Gutowski, 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 2025, 2024, 2023, 2022 and 2021 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 2025 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 2025, see “Compensation Discussion and Analysis” beginning on page 58 of this Proxy Statement.

  162. 2025 Pay Versus Performance Table

    | | PEO 2025 | Non-PEOs 2025 | | | Summary Compensation Table Total | 33,320,590 | | 5,765,024 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (29,600,328) | | (3,900,538) | | Plus Fair Value of Outstanding Unvested Awards Granted in the Covered Year | 26,092,267 | | 3,490,558 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | (8,704,107) | | (2,217,024) | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | (1,336,773) | | (279,454) | | 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 | 19,771,649 | | 2,858,566 |

  163. 2025 Pay Versus Performance Table

    Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date, or the fair values of awards forfeited in the covered year, which are valued as of the end of the prior fiscal year. The assumptions used for purposes of calculating fair values of awards as of the vest date or fiscal year-end date are the same as the assumptions used for purposes of calculating the grant date fair value of awards, except that, in the case of PSOs, the fair values at the time of grant were determined using the Black-Scholes option pricing model and the fair values as of the fiscal year-end date were determined using the Hull-White lattice model. The Hull-White lattice model requires consistent judgmental assumptions as the Black-Scholes pricing model, except that the expected life as a direct input for the Black-Scholes pricing model was estimated using the simplified method provided for by the SEC, while the expected life for the Hull-White lattice model was an implied output and estimated to be 5.2 years for the PSOs granted in 2023, 6.1 years for the PSOs granted in 2024, 6.9 years for the PSOs granted in 2025, and 7.6 years for the PPOs granted in 2025. 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).

  164. 2025 Pay Versus Performance Table

    | 2026 PROXY STATEMENT | 101 |

  165. 2025 Pay Versus Performance Table

    (3)TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, 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, 2025, 2024, 2023, 2022, and 2021. (5)Adjusted EPS is a non-GAAP financial measure. See Annex B for definitions and reconciliations of all non-GAAP financial measures referenced herein.

  166. Compensation Actually Paid, MSCI Cumulative TSR and Peer Group Cumulative TSR

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

  167. Compensation Actually Paid, MSCI Cumulative TSR and Peer Group Cumulative TSR

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

  168. Compensation Actually Paid, MSCI Cumulative TSR and Peer Group Cumulative TSR

    (1)TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this graph reflects the Company’s industry sector and is the same as our peer group set forth above in “Proxy Summary—Total Shareholder Return.”

  169. Compensation Actually Paid, MSCI Cumulative TSR and Peer Group Cumulative TSR

    | 102 | |

  170. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  171. Compensation Actually Paid and Net Income

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

  172. Compensation Actually Paid and Adjusted EPS

    Compensation Actually Paid and Adjusted EPS

  173. Compensation Actually Paid and Adjusted EPS

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

  174. Compensation Actually Paid and Adjusted EPS

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

  175. Compensation Actually Paid and Adjusted EPS

    | 2026 PROXY STATEMENT | 103 |