UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )☑ Filed by the Registrant☐ Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:

☐
☐
☑
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☐

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12

MSCI INC.
(Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):☑ No fee required☐ Fee paid previously with preliminary materials☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2024 PROXY STATEMENT

3

Letter from our Chairman
and CEO
The scope and depth of our product lines are unmatched, andwe believe strongly in the value our integrated franchiseprovides to many of the world’s largest investors and otherfinancial institutions.

Dear fellow shareholders,First and foremost, thank you for yourcontinued confidence and investment in
MSCI Inc. (“MSCI” or the “Company”). Our
2023 results highlight our ability to deliver
impressive business performance and thehard work, discipline and execution of our
exemplary employees.
Delivering Results
In 2023, we delivered another highly
successful year and robust financial
performance. In 2023, we achieved diluted
earnings per share growth of 34.2%,
adjusted earnings per share growth of
18.1%, net cash provided by operating
activities growth of 12.8% and free cash
flow growth of 12.0%.1 Our 2023 retention
rate of nearly 95% demonstrates that oursolutions are mission critical for ourclients. We also posted organic
subscription run rate growth of 9.9% while
completing our 10th consecutive year of
double-digit subscription run rate growth in
our Index reportable segment at 10.8%.
Our 2023 performance reflects the highlevels of engagement we see from ourclients across segments, products andregions, even as our clients remain
cautious. The scope and depth of our
product lines are unmatched, and webelieve strongly in the value our integrated
franchise provides to many of the world’s
largest investors and other financial
institutions. In 2023, 89% of our run rate
was comprised of clients purchasing from
more than one of our product lines and
55% of our run rate was comprised ofclients purchasing from more than three ofour product lines.
Capitalizing on Industry Trends
As we look ahead, we remain very positive
about our long-term growth opportunities.
A key pillar of our growth strategy is tocapitalize on the important secular trends
that are transforming the global
investment landscape. For example, MSCI
is providing our clients with the tools to(1)

support portfolio customization. Our clientdesigned custom index tools on MSCI ONE
allow investors to personalize indexes forhighly specific investment objectives. We
also recently announced the acquisition of
Foxberry, a London-based provider ofcomplex index construction and riskmodelling applications. The transaction is
expected to close in the second quarterof 2024.
The secular trend of portfolio
customization has also driven demand forspecialized analytics tools, especiallyamong wealth managers, who represent
one of our fastest-growing segments. We
recently completed the acquisition of
Fabric, a wealth technology platform thatprovides portfolio design, customization
and analytics.
Private Assets and Total Portfolio
Solutions
In 2023, we also completed the acquisition
of Burgiss, a global provider of investment
decision support tools relating to private
capital. The acquisition provides us withcomprehensive data and deep expertise in
private assets, enabling investors toevaluate fundamental information,measure and compare performance,
understand exposures, manage risk andconduct robust analytics. With Burgiss, we
can now provide additional clarity andtransparency across private and public
assets, and the acquisition will support ourmulti-asset class solutions.
MSCI Sustainability Institute
In 2023, we also announced the launch ofan exciting new initiative known as the
MSCI Sustainability Institute. The missionof the MSCI Sustainability Institute is toadvance innovative thinking on sustainable
investing. The MSCI Sustainability Institutewill serve as a platform for collaboration
across the financial ecosystem, leveraging
our critical role in the global capital
markets, to bring innovative ideas together

from academia, NGOs and governments. In
just a few short months since launch, the
MSCI Sustainability Institute has extended
our reach to influential thought leaders
focused on the investment industry.
Our Evolving Board
As we continue to look to the future of our
Board, I want to acknowledge the planned
retirement of Catherine R. Kinney inconnection with the 2024 Annual Meeting.
Cathy’s insight has been instrumental to
MSCI’s growth since her appointment in2009. We thank her for her many years ofservice in supporting MSCI and, inparticular, her significant contributions to
our Governance and Corporate
Responsibility Committee. This year, we
are also pleased to announce thenomination of Chirantan “CJ” Desai forelection to the Board at our 2024 Annual
Meeting. CJ has an extensive backgroundin enterprise software and AI-powered
products, and we believe he will play animportant role in helping us maximize ouruse of data and technology to develop
mission-critical solutions.
We Ask for Your Support
Your vote is very important to us. We
strongly encourage you to read both our
Proxy Statement and our 2023 Annual
Report on Form 10-K in their entirety, andwe ask that you support ourrecommendations. We sincerely appreciate
your continued support of MSCI, and welook forward to the 2024 Annual Meeting.
Sincerely,HENRY A. FERNANDEZ
Chairman, Chief Executive Officer
and Shareholder
March 13, 2024

Adjusted EPS and free cash flow are non-GAAP financial measures. See Annex B for definitions and reconciliations of all non-GAAP
financial measures referenced herein.

4

MSCI

Letter from our Independent
Lead Director
This year’s director nominees possess a wide range ofexperiences, perspectives and skills, and are well-positioned
to oversee MSCI’s management team and support
MSCI’s strategy.

Dear fellow shareholders,
The independent directors of MSCI and I
join Henry in inviting you to attend ourCompany’s 2024 Annual Meeting. It is a
privilege to continue to serve as yourindependent Lead Director. As our 2024
Annual Meeting approaches, I am pleased
to have this opportunity to update you on
the Board’s priorities and work during thepast year.
Strategy and Corporate Development
In 2023 and the start of 2024, MSCI
accelerated its pursuit of newopportunities in a changing investment
landscape by completing strategicacquisitions relating to key industry trends.
MSCI’s acquisition of Burgiss, completed in
October 2023, positions us to support thecontinued allocation of capital to private
assets and to serve investors andmanagers across all asset classes with aleading platform for delivering total
portfolio investment solutions. Our
acquisition of Trove Research, completed
in November 2023, provides us with aworld-renowned source of intelligence on
the voluntary carbon market. We believe
this market will play a significant role inhelping institutional investors andcompanies manage climate risk. In
January 2024, we completed ouracquisition of Fabric, which broadens oursolutions for wealth managers. Finally, ouracquisition of Foxberry, announced in
February 2024 and expected to close in thesecond quarter, will expand our custom
index offerings.
While we will continue to opportunisticallypursue strategic transactions that we
believe will accelerate our growth, we
remain committed to our capital allocation
priorities and to returning excess capital to
our shareholders in the form of sharebuybacks and dividend payments.

Our Evolving Board

Shareholder Engagement

This year’s director nominees possess awide range of experiences, perspectives
and skills, and are well-positioned tooversee MSCI’s management team andsupport MSCI’s strategy. In connection
with the 2024 Annual Meeting, Catherine R.
Kinney, a member of MSCI’s Board since2009, will retire. During her tenure, Cathy
served as the Chair of the Governance andCorporate Responsibility Committee during
a productive period of Board refreshment
and diversification, overseeing theappointment of nine directors. We thankher for her many contributions to MSCI.

We remain committed to engaging with ourshareholders to gain valuable feedback on
our performance, strategy, governance,
corporate responsibility and executive
compensation. We have maintained an
active engagement program, and the Board
directly receives and reviews shareholder
feedback to inform our oversight. In 2023,
four of my fellow Directors joined me inengaging directly with top shareholders,
including as part of a corporate
responsibility roadshow where
shareholders representing approximately
36% of our shares outstanding
participated. During these engagements,
we discussed MSCI’s human capitalmanagement practices, executive
compensation, board culture, corporate
governance and business strategy, among
other topics. In response to shareholder
feedback, we recently implemented a rightfor our shareholders to call a special
meeting of shareholders, conducted our
first externally supported materiality
assessment and took other actions thatare detailed in this Proxy Statement.

We are pleased to announce thenomination of Chirantan “CJ” Desai forelection to the Board at our 2024 Annual
Meeting. CJ is the President and Chief
Operating Officer at ServiceNow, Inc. and aprominent leader in the technology
industry, with significant expertise indeveloping and delivering innovative
solutions for enterprise customers andusing AI as a tool to drive value.
Data and Technology
Generative AI (“gen AI”) presents
tremendous opportunities for MSCI. Ourclients expect richer, more granular data
and faster, deeper insights powered byadvanced technology. MSCI is advancing
our data and technology capabilities,
including through our recently announced
partnership with Google Cloud’s gen AI
platform, which will allow us to help ourclients build better portfolios, more
effectively manage risks and opportunities,
and make investment decisions withgreater clarity. The Board is acutely awareof the need to oversee MSCI’sdevelopment of relevant policies,
information systems and internal controls
relating to the use of gen AI and other
innovative technologies, and we havemade AI a focus topic of many recent
Board and Committee meetings.

On behalf of my fellow independent
directors and the entire Board, thank you
for your continued support. We appreciate
the opportunity to serve MSCI on yourbehalf in 2024 and beyond. We lookforward to hearing your views at the 2024
Annual Meeting and through ourongoing engagement.

Sincerely,

ROBERT G. ASHE
Independent Lead Director
and Shareholder
March 13, 2024

2024 PROXY STATEMENT

5

Notice of Annual Meetingof Shareholders
Annual Meeting Proposals and Voting Recommendations

1

Election of Directors

2Advisory Vote to Approve Executive
Compensation (Say-on-Pay)

“FOR”

3

Ratification of the Appointment of MSCI’s
Independent Auditor

“FOR”

4

Shareholder Proposal to Report on“Chinese Military-Industry Companies” inCompany Indices“FOR” eachnominee
SEE PAGE 17

SEE PAGE 57

SEE PAGE 101“AGAINST”
SEE PAGE 102

The 2024 annual meeting of shareholders (the “2024 Annual Meeting”) willcommence at 3:30 P.M., Eastern Time. Online check-in will be available
beginning at 2:30 P.M., Eastern Time. Please allow ample time for the online
check-in process.
To participate in the 2024 Annual Meeting, you will need the 16-digit control
number included on your Notice of Internet Availability of Proxy Materials, on
your proxy card or on any additional voting instructions that accompanied
your proxy materials.
A webcast replay of the 2024 Annual Meeting will also be made available on
our Investor Relations website (https://ir.msci.com).
If you are a beneficial shareholder, your broker will not be able to vote yourshares with respect to any of the matters presented at the meeting, otherthan the ratification of the selection of our independent registered public
accounting firm, unless you give your broker specific voting instructions.
We will mail the Notice of Internet Availability of Proxy Materials on or about
March 13, 2024. The Notice of Internet Availability of Proxy Materials is not a
proxy card and cannot be used to vote your shares.
Important Notice Regarding the Availability of Proxy Materials for the2024 Annual Meeting to be held on April 23, 2024. This Proxy Statement
and our 2023 Annual Report on Form 10-K for the fiscal year ended
December 31, 2023 are available without charge at www.proxyvote.com.
Information contained on such website is not incorporated by reference
into this Proxy Statement or any other report we file with the Securities
and Exchange Commission (the “SEC”).

DATE AND TIME
April 23, 2024 (Tuesday)
3:30 P.M., EASTERN TIMELOCATION
Attend the virtual meeting, including to vote and/or
submit questions via the internet through a virtual
web conference at: www.virtualshareholder
meeting.com/MSCI2024

RECORD DATE
February 29, 2024

How to Vote
Whether or not you plan to attend our 2024 Annual
Meeting, it is important that you vote as soon as
possible to ensure that your shares are
represented.

INTERNET
www.proxyvote.com
Use the internet to transmit your voting
instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time on
April 22, 2024. Have your proxy card in hand when
you access the website and follow the instructions
to obtain your records and to create an electronic
voting instruction form.

TELEPHONE
1-800-690-6903
Use any touch-tone telephone to transmit yourvoting instructions up until 11:59 P.M. Eastern
Time on April 22, 2024. Have your proxy card inhand when you call and then follow the
instructions.

MAIL
Mark, sign and date your proxy card and return it in
the postage-paid envelope we have provided or
return it to Vote Processing, c/o Broadridge, 51
Mercedes Way, Edgewood, NY 11717.

6

MSCI

Table ofContents
Letter from our Chairman and CEO
Letter from our Independent Lead Director
Notice of Annual Meeting of Shareholders
Proxy Summary
Proposal No. 1: Election of Directors
Director Core Competencies and Diversity
2024 Director Nominees
Corporate GovernanceCorporate Governance Practices
Composition and Board Refreshment
Structure of our Board
Engagement and Evaluation of our Board
Oversight by our Board
Corporate Responsibility
Human Capital Management
Director Compensation and Stock
Ownership Guidelines

3
4
5
7
17
18
20
27
27
28
32
39
44
47
49
53

Director Compensation
Proposal No. 2: Advisory Vote to Approve
Executive Compensation (Say-on-Pay)

53
57

Compensation Matters
Compensation Discussion and Analysis
Highlights
Governance and Administration
Review of our Programs

58
59
59
63
69

Other Policies
Tax Considerations
Compensation Risk Assessment
Compensation, Talent and Culture Committee Report
Executive Compensation Tables
CEO Pay Ratio
Pay Versus Performance
Audit Matters
Independent Auditor’s Fees
Pre-Approval Policy of the Audit and Risk Committeeof Services Performed by Independent Auditors
Audit and Risk Committee Report
Proposal No. 3: Ratification of the Appointment of
MSCI Independent Auditor
Proposal No. 4: Shareholder Proposal
Beneficial Ownership of Common Stock
Stock Ownership of Executive Officers and Directors
Stock Ownership of Principal Shareholders
Other Matters
Corporate Governance Documents
Certain Transactions
Related Person Transactions Policy
Other BusinessAnnex A: Frequently Asked Questions
Annex B: Supplemental Financial Information

81
82
82
83
84
93
94
98
98
98
99
101
102
105
105
106
107
107
107
108
108
109
116

NOTE ON FORWARD-LOOKING STATEMENTS
This Proxy Statement and statements and reports that are referenced in this Proxy Statement contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to future events and involve
known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied bythese statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,”“intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or othercomparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown
risks, uncertainties and other factors that are, in some cases, beyond MSCI’s control and that could materially affect our actual results,
levels of activity, performance or achievements.
Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in the MSCI 2023
Annual Report on Form 10-K filed with the SEC on February 9, 2024 and in quarterly reports on Form 10-Q and current reports on Form 8-K
filed or furnished with the SEC. If any of these risks or uncertainties materialize, or if MSCI’s underlying assumptions prove to be incorrect,
actual results may vary significantly from what MSCI projected. Statements and reports on our website or other websites that we refer toin this Proxy Statement will not be deemed a part of, or otherwise incorporated by reference in, this Proxy Statement or any other report wefile with the SEC. Some of the statements and reports contain cautionary statements regarding forward-looking information that should be
carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, makeassumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises orguarantees. Forward-looking and other statements in this report and other reports may also address our corporate responsibility andsustainability progress, plans and goals, and the inclusion of such statements is not an indication that these matters are necessarily
material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use theword “material” or “materiality” in this report. Certain of our disclosures are informed by various third-party frameworks, in addition to
stakeholder expectations. However, we cannot guarantee strict adherence to framework recommendations, and our disclosures based onthese frameworks may change due to revisions in framework requirements, availability of information, changes in our business orapplicable governmental policy, or other factors, some of which may be beyond our control.
Any forward-looking statement in this Proxy Statement and statements and reports that are referenced in this Proxy Statement reflect
MSCI’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to
MSCI’s operations, results of operations, growth strategy and liquidity. MSCI assumes no obligation to publicly update or revise theseforward-looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law.

2024 PROXY STATEMENT

7

Proxy
SummaryThis summary highlights information contained elsewhere in this Proxy Statement.
It does not contain all of the information that you should consider, and you should
read the entire Proxy Statement carefully before voting.

MSCI at a Glance
MSCI Inc. trades under the symbol “MSCI”
on the New York Stock Exchange (“NYSE”)
and as of February 29, 2024 had a market
capitalization of $44.4 billion.
As of December 31, 2023,
we employed

5,794

Strategic Pillars of Growth
Extend leadership in researchenhanced content acrossasset classes

Expand solutions that empower
client customization

Lead the enablement of ESG andclimate investment integration

Strengthen client relationships andgrow into strategic partnerships
with clients

Enhance distribution andcontent-enabling technology

Execute strategic relationships andacquisitions with complementary
data, content and technology
companies

people and served

approximately

7,000
95

We are a leading provider of critical decision
support tools and solutions for the global
investment community.

clients in more thancountries.

Our mission-critical offerings help
investors address the challenges of atransforming investment landscape andpower better investment decisions.
Leveraging our knowledge of the global
investment process and our expertise inresearch, data and technology, we enable
our clients to understand and analyze key
drivers of risk and return and confidently
and efficiently build more
effective portfolios.

Enabling all Participants in the Investment
Process

Providers ofCapitalUsers ofCapitalFinancial
Intermediaries

Enabling asset owners
and managers to makebetter investment
decisions and build
better portfolios

Enabling corporates andothers to understand
ESG and climate risks,benchmark against
peers and inform
engagement withshareholders

Enabling banks, broker
dealers, exchanges,
custodians and others
to improve theinvestment processwith more transparency

8

MSCI | Proxy Summary

Strong Financial Performance
In 2023, we continued to execute a focused strategy to accelerate growth, improve efficiency and attract the best talent. Ourstrong results reflect our commitment to building long-term shareholder value.
Financial highlights for the year ended December 31, 2023 include the following:2023 Financial Highlights
OPERATING REVENUESOPERATING EXPENSES / ADJUSTED EBITDA EXPENSES*(in millions except percentages)(in millions except percentages)

DILUTED EPS / ADJUSTED EPS*CASH FROM OPERATING ACTIVITIES / FREE CASH FLOW*(unaudited)(in millions except percentages)* MSCI has presented supplemental non-GAAP financial measures as part of this Proxy Statement. Definitions of each non-GAAP measure
and a reconciliation of each non-GAAP financial measure with the most comparable GAAP measure are set forth in Annex B. The non-GAAP
financial measures presented in this Proxy Statement should not be considered as alternative measures for the most directly comparable
GAAP financial measures. The non-GAAP financial measures presented in this Proxy Statement are used by management to monitor thefinancial performance of the business, inform business decision making and forecast future results.

2024 PROXY STATEMENT

9

Our Capital Allocation Program

~$4.3

~7.2

billionCapital returned in the last
five years (as of December 31, 2023)(includes dividends)~32.7

millionShares repurchased in thelast five years(as of December 31, 2023)

percent

2023 increase in quarterly per-share
dividend compared to Q1 2022

Recent Capital Optimization Activities• Increased regular quarterly cash dividend by approximately 32.7%, from $1.04 quarterly per-share dividend in Q1 2022 to$1.38 quarterly per-share dividend in Q1 2023, representing $5.52 per share on an annualized basis (subsequently increased
to $1.60 in 2024).
• Repurchased approximately 1.0 million shares of our common stock in 2023 at an average price of $468.26 per share for a
total value of $458.7 million.
• Refinanced existing credit facilities in January 2024 with new $1.25 billion revolving credit facility, with draw from new
revolving credit facility used to prepay all term loans outstanding under the prior term loan A credit facility.

Total Shareholder Return
The following graph compares the cumulative total shareholders’ return (“TSR”) of our common stock, the Standard & Poor’s
500 Stock Index, and the MSCI USA Financials Index since December 31, 2023 assuming an investment of $100 at the closing
price of each respective investment on December 31, 2013. In calculating annual TSR, we have assumed the reinvestment ofdividends, if any. The indexes are included for comparative purposes only. They do not necessarily reflect management’s
opinion that such indexes are an appropriate measure of the relative performance of our common stock. The MSCI USA
Financials Index is an index operated by MSCI.
COMPARISON OF CUMULATIVE TEN YEAR TOTAL RETURNMSCI Inc.

S&P 500 Index

MSCI USA Financials Index

The above graph is not “soliciting material,” is not to be deemed filed with the SEC and is not to be incorporated by reference inany of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Company
Name/Index

12/31/13

MSCI Inc.

$ 100.00 $ 108.95 $ 167.79 $ 185.62 $ 301.86 $ 356.04 $ 630.89 $1,100.17 $1,519.76 $1,165.12 $1,431.96

S&P 500 Index$ 100.00 $ 113.69 $ 115.26 $ 129.05 $ 157.22 $ 150.33 $ 197.66 $ 234.03 $ 301.20 $ 246.65 $ 311.49

MSCI USA
Financials Index$ 100.00 $ 114.57 $ 113.74 $ 139.54 $ 170.31 $ 147.20 $ 195.68 $ 191.73 $ 260.30 $ 228.65 $ 262.15

12/31/14

12/31/15

12/31/16

12/31/17

12/31/18

12/31/19

12/31/20

12/31/21

12/31/22

12/31/23

10

MSCI | Proxy Summary

Corporate Responsibility
We believe, and our research shows, that sound ESG and climate practices are commonly linked to better business results. Asa leader in providing ESG and climate solutions to investors, consultants and corporates, we also aim to demonstrate leading
corporate responsibility practices. A number of our recent accomplishments include the following:

Social Practices

Environmental Sustainability

Act responsibly and enable our people to deliver
innovative products and research to the market

Manage carbon emissions and climate risks andopportunities, and implement sustainable
operational practices

Employee Engagement

Climate Commitments• Launched Internal Talent Marketplace program to foster astrong culture and process of internal mobility in pursuit ofcareer development and the Company’s growth• Continued working to reach our goal of net-zero emissions
across the value chain by 2040 from a 2019 base year, withtargets validated by the Science Based Targets
initiative (SBTi)• Launched MSCI Alumni Community and Program to support
an active alumni community• Continued listening to employee base through mid-year
Pulse Survey and enhanced annual Engagement Survey• Introduced Internal Carbon Pricing for all business travel toraise awareness of our efforts to achieve emissions
reductions and incentivize lower carbon business travel

Diversity, Equity & Inclusion (“DE&I”)

Supply Chain Engagement• Hosted 6th annual Global DE&I Summit, an event designed
to provide leadership development and further ourcommitment to workplace inclusion• Updated our Supplier Code of Conduct to highlightcommitment to sustainability• Expanded Inclusive Leadership Training Program
Future of Work• Deepened commitment to hybrid work model, including bypiloting programs to enhance collaboration and productivity
and by gathering feedback from employees and managers
Cultural Values• Refreshed MSCI's highest priority cultural values to support
our long-term growth and sustainability• Conducted strategic engagement with top suppliers insupport of our 2025 milestone to achieve 60% by spend on
suppliers with science-based targets, including letter from
Chairman and CEO to emphasize importance of our net-zerocommitment
Reporting• Published climate disclosures, including 5th CDP reportwhich received a score of A-

Information Security• Achieved ISO/IEC 27001:2022 certification for information
security management system

Robust Governance
Implement policies and practices that reflect MSCI’scommitment to strong governance
Board Developments• Appointed Chirantan “CJ” Desai, a new director with a deep
background in enterprise software, data-driven businesses
and AI-powered products• Retirement of incumbent director Catherine R. Kinney,effective as of the 2024 Annual Meeting• Approved Committee rotations for 2023 Board term,
including all Committee Chairs
Shareholder Rights• Amended Bylaws to provide that special meetings ofshareholders may be called by shareholders owning at least
15% of voting power
Board Education Sessions• Conducted board education sessions to strengthen the
Board’s expertise on cybersecurity, our index products andthe competitive landscapeDisclosures and Policies• Enhanced Board diversity and skills disclosure

For additional information about our Corporate Responsibility Program, please see page 47 of this Proxy Statement.

2024 PROXY STATEMENT

11

Governance Highlights
Our Board of Directors Nominees
Each of our current directors, other than Catherine R. Kinney (who will retire from our Board effective as of the 2024 Annual
Meeting and will therefore not stand for re-election this year) is standing for election to hold office until the next annual
meeting of shareholders or until the director’s earlier retirement, resignation, death or removal. The table below provides
information on each of our director nominees, including which of our four standing committees the director nominee sits on.
Our four standing committees are the Audit and Risk Committee (the “Audit Committee”), the Compensation, Talent andCulture Committee (the “Compensation Committee”), the Governance and Corporate Responsibility Committee (the“Governance Committee”) and the Strategy and Finance Committee (the “Strategy Committee”).
COMMITTEES:COLLECTIVE SKILLSET
Executive Leadership
11/12
Investment Industry Experience
8/12
Global Perspective
10/12
Regulatory, Government andPublic Policy
2/12
Corporate Development
9/12
Financial Reporting andCapital Allocation
7/12
Corporate/Enterprise
Risk Management
10/12
Client Relations, Marketing and
Brand Development
7/12
Digital, Data andCybersecurity Expertise
6/12
ESG and Climate Practices
5/12
Human Capital Management
10/12

Geographic Diversity

A AuditC Compensation

G Governance

S Strategy

Chair

12

MSCI | Proxy Summary

Proposal 1

Election of Directors
The Board recommends a vote FOR each director nominee.

See Page 17

5

Independent Directors
appointed in the past 5 years.

Active Board Refreshment• We appointed Chirantan “CJ” Desai, aseasoned technology leader who has
driven innovation and growth at top
enterprise software companies.

• In 2024, we announced the retirement ofincumbent director Catherine R. Kinney,effective as of the 2024 Annual Meeting, inline with the Board’s retirement policy.

• In 2023, we approved the rotation ofCommittee Chairs and members.

DIVERSITY IS AN IMPORTANT
FACTOR IN OUR BOARDCOMPOSITION DECISIONS
Our Board is committed to diversity within its
membership. Our Governance Committee
considers a number of factors including
diversity of skills, experiences, backgrounds
and perspectives in seeking to identify thebest candidates and develop a diverse andwell-rounded board. The GovernanceCommittee also instructs any search firm it
retains to identify a diverse slateof candidates.

2024 PROXY STATEMENT

13

Engaging with our Shareholders
We believe that engaging with our shareholders, prospective shareholders and sell-side analysts is the best way to address theissues that matter most to them. During 2023, we held over 300 meetings covering a wide range of matters. We aim to engage
with our shareholders year-round through investor meetings, industry conferences and inviting shareholders to speak to theBoard. Our key shareholder engagement activities for 2023 included our Corporate Responsibility Roadshow conducted in thefall of 2023.

Deep
Shareholder
OutreachTeam:

What We
Discussed in
2023:

SeniorBusiness
Leaders+

Finance andInvestor
RelationsTeam+

OUR BUSINESS
Market Trends
ESG and Climate Strategy
Recent Acquisitions
Financial Performance
Overall Outlook

Corporate
SecretaryTeam+

Human Resources
Team, including
Talent andCompensation

CORPORATE RESPONSIBILITY
AND CORPORATE GOVERNANCE
Succession Planning andCorporate Governance
Climate Commitments andEnhancements
Human Capital Management,
including DE&I+

Corporate
Responsibility
Team and Global
Corporate Services
Team+ BoardMembers

OVER 300
meetings with our shareholders,
prospective shareholders and sellside analysts, including Corporate
Responsibility Roadshow~55% of our shares outstanding
represented across our shareholder
engagement meetings in 2023

Executive Compensation

Our Year-Round Shareholder Engagement Program

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

14

MSCI | Proxy Summary

Proposal 2

Advisory Vote to Approve Executive
Compensation (Say-on-Pay)
The Board recommends a vote FOR this proposal.

See Page 57

Aligning Executive Compensation with Company Strategy,
Culture and Performance
We believe our executive compensation program was integral to our successful financial performance in 2023. Our executive
compensation program is designed not only to closely align the compensation and interests of our named executive officers(“NEOs”) with the interests of our shareholders, but also to reflect the economic realities of our operating environment.
MSCI’s executive compensation program emphasizes performance-based compensation in the form of cash incentive awards
under our Annual Incentive Plan (“AIP”) and equity incentive awards under our Long-Term Incentive Plan (“LTIP”) that focus
respectively on the achievement of short- and long-term goals.
SHORT-TERM

LONG-TERM(Annual Incentive Plan Cash Bonus)(Long-Term Incentive Plan Equity Grants)

(70%)

(20%)

(10%)

• Restricted Stock Units (cliff-vest after a 3-year
service period)

Financial
Performance

Key
Performance
Indicators

DE&I Goals• Performance Stock Units (earned based on absolute TSR
CAGR over a 3-year performance period) with a 1-year
post-vesting mandatory holding period• Performance Stock Options (earned based on cumulative
revenue and cumulative adjusted EPS over a 3-year
performance period)

Aligns NEOs’ interests with stakeholders’ interests by:• Rewarding performance for achievement ofstrategic goals, which are designed to position the
Company competitively• Promoting strong financial results andshareholder value• Incentivizing a diverse and inclusive corporate culturethat drives innovation, employee engagement and betterbusiness outcomes

Further aligns NEOs’ interests with stakeholders’interests by:• Promoting an “owner-operator” mindset among
senior leaders with rigorous share ownership guidelines
and additional share retention requirements• Linking a substantial portion of long-term compensation
to the achievement of operational results (revenue andadjusted EPS) and shareholder value creation (TSR)

2023 Pay Mix
2023 ANNUALIZED CEO

2023 AVERAGE ANNUALIZED OTHER NEOSIn 2023, our CEO received over 90% of his compensation in the form of “at-risk” variable compensation under the AIP and LTIP
(on average, over 85% in the case of our other NEOs).

2024 PROXY STATEMENT

15

Annual Incentive Plan
The AIP closely aligns the interests of our NEOs with those of our shareholders by emphasizing a formulaic approach todetermine annual cash incentive awards, which are based on the achievement of specified annual financial criteria alignedwith our Board-approved Operating Plan (70% of the target annual cash bonus under the AIP), individual key performanceindicators (“KPIs”) (20% of the target annual cash bonus under the AIP) and specific DE&I goals (“DE&I Goals”) (10% of thetarget annual cash bonus under the AIP) that serve to focus our senior management team on enhancing DE&I progress within
the Company. The Compensation Committee regularly assesses the components and metrics used in the AIP and theweighting of those components and metrics, in addition to taking into account shareholder feedback.
For additional information about the AIP program, please see the discussion on page 71 of this Proxy Statement.

Long-Term Incentive Plan
The LTIP prioritizes shareholder value creation and facilitates an “owner-operator” mindset among our senior executives. In
2022, we enhanced our LTIP by adopting a new award mix for our NEOs comprised of restricted stock units (“RSUs”),
performance stock units (“PSUs”) and performance stock options (“PSOs”), the mix of which varies based on position, and wecontinued this practice in 2023. Consistent with our practice, our CEO and our President and COO were not granted RSUs in
2023, and instead all of their LTIP awards were granted in the form of PSUs and PSOs tied to performance metrics.
In 2024, the Compensation Committee, based on feedback received from shareholders, revised the PSUs maximum payout
cap from 300% to 200% of target. Accordingly, the PSUs granted to our NEOs in 2024 reflect the right to receive between 0%
and 200% of the target number of shares based on achievement of the absolute total shareholder return compound annual
growth rate (“TSR CAGR”) performance metric.
The LTIP comprises a mix of the following:

RSUs • Annual grant of RSUs to our NEOs (other than our CEO and our President and COO) that cliff-vest at the end of athree-year service period.

PSUs • Annual grant of PSUs which cover a cumulative three-year performance period.
• The PSUs are eligible to vest between 0% and 300% for 2023 PSU grants (and between 0% and 200% for 2024 PSU
grants), based on the achievement of TSR CAGR performance metric.
• The PSUs include a one-year post-vest mandatory holding period.

PSOs • Annual grant of PSOs which cover a cumulative three-year performance period.
• The PSOs are eligible to vest between 0% and 200% based on the combined level of achievement of (i) acumulative revenue performance goal and (ii) a cumulative adjusted EPS performance goal (each weighted
at 50%).
• Share price of MSCI common stock must exceed exercise price for a participant to realize value.
For additional information about the LTIP, please see the discussion beginning on page 75 of this Proxy Statement.

Stock Ownership and Retention Requirements
Our stock ownership and retention guidelines require that all members of our Executive Committee (which includes seniorleaders from across the Company who drive MSCI’s strategy and operations, including our NEOs) must hold shares equivalent,in the aggregate, to 25% of the “net shares” they receive (i.e., after payment of taxes, exercise price and related costs) fromequity awards granted to them after January 1, 2022.
Our stock ownership and retention guidelines also feature stringent minimum stock ownership guidelines applicable tomembers of our Executive Committee, including our NEOs, that are among the highest in our peer group (including 12x basesalary for our CEO and our President and COO). For additional information about our Stock Ownership and Retention
Guidelines applicable to our NEOs, please see page 80 of this Proxy Statement.

16

MSCI | Proxy Summary

Engagement with Shareholders
We believe in proactive, ongoing engagement with our shareholders regarding our executive compensation programs andpractices to better understand their viewpoints and to help ensure continued alignment of our compensation program with ourshareholders’ interests. In our 2023 Corporate Responsibility Roadshow, we met with shareholders representing approximately
35.6% of our outstanding shares as of September 30, 2023 in individual meetings to discuss our corporate responsibility
practices, including our executive compensation program.
In recent years, our shareholders have expressed overwhelming support for our executive compensation program, including at
our 2023 annual meeting at which approximately 98.2% of the votes cast approved our “Say on Pay” advisory proposal. As
indicated in the chart below, this represents the sixth consecutive year of “Say on Pay” approval of 96% or higher.

To read more about shareholder feedback relating to our Executive Compensation program, see the discussion on page 66 of
this Proxy Statement.

Proposal 3

Ratification of the Appointment of MSCI’s
Independent Auditor
The Board recommends a vote FOR this proposal.

See Page 101

The Audit and Risk Committee periodically reviews the engagement of the independent auditor to assess, among other things,
the skills, experience, service levels and costs associated with conducting the annual audit of the Company’s financial
statements. PwC has served as our independent auditor since March 2014.

Proposal 4

Shareholder Proposal to Report on “Chinese Military-Industry
Companies” in Company Indices
The Board recommends a vote AGAINST this proposal.

See Page 102

You are being asked to vote on the shareholder proposal included in this Proxy Statement. The Board has provided its
response immediately following the shareholder proposal and recommends a vote AGAINST the proposal for the reasonsindicated in the response.

2024 PROXY STATEMENT

17

Proposal No. 1

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

Our Board recommends that you vote “FOR” the election of all twelve nominees
named below.
Proxies solicited by our Board will be voted “FOR” these nominees unlessotherwise instructed.

18

MSCI | Proposal 1: Election of Directors

Director Core Competencies and Diversity
The following tables provide information regarding the director nominees, including the skills, experiences and attributes
possessed by one or more of our director nominees that our Board believes are most relevant to the Board’s oversight of ourstrategy, risks and opportunities. We believe effective oversight comes from a Board that represents a diverse range ofknowledge and perspectives that provides the collective skills, qualifications, backgrounds and experience necessary forsound governance and oversight. In 2023, we revised the below list of director competencies to focus on those that theGovernance Committee believes are most relevant to the current needs of the Board.
Additional detail on each director nominee’s experiences and qualifications follows their biographies beginning on page 20 of
this Proxy Statement.

EXECUTIVE LEADERSHIP

Directors who have served as CEOs, COOs or other senior executives possess critical experience setting andexecuting strategic priorities across complex organizations, which are necessary skills to help support our growth
and the creation of shareholder value.

INVESTMENT INDUSTRY EXPERIENCE

Directors with expertise in the investment industry have a deep understanding of our key clients (e.g., asset
owners, asset managers, financial intermediaries, wealth managers, private assets investment professionals
and corporates) and the use-cases for our product offerings, which provides us with valuable market andclient insights.

GLOBAL PERSPECTIVE

As a company with significant global operations, with businesses tied to the global capital markets and with global
client and employee bases, we value directors on the MSCI Board with a global perspective who have worked
outside of the United States or who have other substantial management or operational experience withinternational teams or organizations.

REGULATORY, GOVERNMENT AND PUBLIC POLICY ENGAGEMENT

Directors who have significantly interacted with, or who have served as, government officials, regulators or
policymakers, provide important guidance and insight on managing complex regulatory and public policy issues
affecting MSCI around the world.

CORPORATE DEVELOPMENT

Directors with relevant experience identifying, assessing and executing corporate development opportunities
provide insight to us as we define priorities to expand our business through mergers, partnerships andacquisitions. We believe expertise in these areas allows our Board to oversee our corporate opportunities and ourefforts to grow our business and maximize return for our shareholders.

FINANCIAL REPORTING AND CAPITAL ALLOCATION

We utilize a variety of financial targets and metrics, and an understanding of accounting, financial planning,financial reporting and financial controls structures is critical to how we measure our performance and report toour investors. Additionally, we value directors who have significant experience with corporate financing activities
and equity and debt markets to support appropriate oversight of our capital structure.

CORPORATE/ENTERPRISE RISK MANAGEMENT

In light of the Board’s role overseeing corporate/enterprise risk management and understanding the mostsignificant risks facing MSCI, including strategic, market, operational, financial, legal, regulatory and reputationalrisks, we seek directors with experience in corporate/enterprise risk management and oversight.

CLIENT RELATIONS, MARKETING AND BRAND DEVELOPMENT

Client-centricity is essential for us to understand and support our clients’ needs. In addition, marketing and branddevelopment are increasingly important to growing our client relationships and footprint. Experience in these areas
contributes to the Board’s understanding of changing market conditions and trends and helps us better deploy ourinnovative tools and solutions to our clients.

DIGITAL, DATA AND CYBERSECURITY EXPERTISE

Directors with expertise in current relevant technology and data issues, including cybersecurity, digitaltransformation, data security and privacy, big data and analytics, enterprise software and emerging technologies,
provide important insights and oversight with respect to the use of technology to optimize and secure ouroperations, drive efficiencies and product development, and deliver our solutions more effectively to our clients.

ESG AND CLIMATE PRACTICES

Experience with ESG or climate practices, goals, tools and strategies used by investors helps us support the needsof our clients, as we enable their efforts to integrate ESG and climate considerations into their investment
processes. Additionally, experience with corporate ESG or climate practices, including initiatives such as setting
carbon reduction targets or DE&I strategies, contributes to the Board’s oversight of MSCI’s corporate practices inthese areas.

HUMAN CAPITAL MANAGEMENTMSCI is committed to maintaining a performance culture and a high level of employee engagement. Experience intalent management (attraction, development and retention), executive compensation, succession planning, DE&I
and culture are important areas of Board oversight, including with respect to relevant regulatory or financial
considerations or shareholder perspectives.

2024 PROXY STATEMENT

19

DIRECTOR CORE COMPETENCIES

Executive Leadershipll

Investment Industry Expertise
Global Perspective

l

l

l

l

l

l

l

l

Regulatory, Government and Public Policy Engagement

l

l

l

l

l

l

l

l

l

l

l

l

l

l

l

l

l

l

Corporate DevelopmentlFinancial Reporting and Capital AllocationlCorporate/Enterprise Risk Managementll

Client Relations, Marketing and Brand Developmentll

Digital, Data and Cybersecurity Expertise

l

l

l

l

l

l

l

l

l

l

l

l

l
l

l

l

ESG and Climate Practices
Human Capital Management

l

l

l

l

l
l

l

l

l

l

l

l

l
l

l

l
l

l

l

l

l

l

l

l
l

l

l

4
54
M

16
63
F

6
57
M

2
59
M

4
67
F

l

l

l

l

l

l

l

l

l

l

l

l

TenureAge
Gender

10
64
M

<1
53
M

9
68
M

16
65
M

2
58
F

7
65
M

1
59
M

Independence

l

l

l

l

l

l

TENURE/AGE/GENDER/INDEPENDENCE

DIVERSITY/BACKGROUND

African American/Black
Alaskan Native/Native American
Asian/South Asian
Caucasian/White
Hispanic/Latino
Native Hawaiian or Pacific Islander
Two or More Races
LGBTQ+
Born Outside of the U.S.
DIRECTOR DIVERSITY

l
l
l

l
l

l

l

l

l

l

l

l

l

l

l

l
DIRECTOR INDEPENDENCEll
DIRECTOR TENURE

DIRECTOR AGEl20

MSCI | Proposal 1: Election of Directors

2024 Director Nominees
ROBERT G. ASHE

Director since: 2013
Age: 64 years old
Committees:
Audit Committee(Member)
Governance Committee(Member)Independent Lead Director

Mr. Ashe retired from IBM Corporation (“IBM”) in January 2012, where he had most recently
served as General Manager of Business Analytics from 2010 to 2012 and before that as
General Manager of Business Intelligence and Performance Management since 2008,
following IBM’s acquisition of Cognos Inc. (“Cognos”), a Canadian provider of businessintelligence and performance management software. Mr. Ashe worked for Cognos from 1984
to 2008, holding various executive positions, including most recently President and Chief
Executive Officer from 2004 to 2008, President and Chief Operating Officer from 2002 to 2004
and Chief Corporate Officer from 2001 to 2002, during a portion of which time he also served
as Chief Financial Officer. He also held various Senior Vice President positions in Worldwide
Field Operations, Products and Application Development Tools from 1996 to 2001. Prior tothat, he held various Vice President roles within Product Development and Corporate Finance.
Mr. Ashe holds an Honours Bachelor of Commerce with a major in Accounting from the
University of Ottawa. Mr. Ashe is also a Certified Public Accountant in Canada.
CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:
Shopify Inc. (December 2014 to present)
PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS:
ServiceSource International, Inc. (March 2013 to May 2020) and Halogen Software Inc.
(February 2013 to April 2017)QUALIFICATIONS:
We believe that Mr. Ashe’s over 30 years of experience, including his oversight of finance,
product marketing, software development, revenue growth initiatives and strategictransactions, render him qualified to serve as one of our directors. While at Cognos, a makerof business intelligence and performance management software, and where he served asboth CEO and CFO, he executed strategic acquisitions and led the successful integration of
Cognos following its acquisition by IBM, which experience provides the Board andmanagement with valuable perspectives on the Company’s investment, organic growth andacquisition strategies. As a former CFO, he has also acquired expertise in corporate financeand accounting, financial reporting and internal controls. His experience in the technology
sector also allows him to provide valuable insights on MSCI’s technology strategy and usage.
As a director of other public company boards, the former CEO of a public company and thelead director of a public technology company, Mr. Ashe also brings to the Board insight withrespect to the Board’s roles and responsibilities and corporate governance that are vital to hisleadership of the Board in his role as our Lead Director.

2024 PROXY STATEMENTCHIRANTAN “CJ” DESAI

Director since: 2024
Age: 53 years old
Committees:
Strategy Committee(Member)21

Independent Director

Chirantan “CJ” Desai currently serves as President and Chief Operating Officer for
ServiceNow, Inc. (“ServiceNow”), a role he has held since January 2023. He joined ServiceNowin December 2016 and served as Chief Operating Officer from January 2022 until January2023, Chief Product and Engineering Officer from March 2021 to January 2022 and Chief
Product Officer from December 2016 to March 2021. Before ServiceNow, Mr. Desai served invarious roles at EMC from September 2013 to December 2016, including as the President of
the Emerging Technologies Division from September 2014 to December 2016. Prior to joining
EMC, Mr. Desai held several leadership roles at Symantec Corporation from November 2004
to September 2013, including as Executive Vice President of Information Management fromJanuary 2013 to September 2013 and as Senior Vice President and General Manager ofSymantec's Endpoint and Mobility Group from May 2011 to May 2012. Mr. Desai began his
career with Oracle Corporation and was a key member of the team that launched Oracle’s firstcloud service. Mr. Desai holds a Masters degree in Computer Science and an M.B.A. from the
University of Illinois at Urbana-Champaign.
PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS:
Zebra Technologies Corporation (December 2015 to May 2023)
QUALIFICATIONS:
We believe that Mr. Desai’s extensive experience in the technology industry and his deep
knowledge of trends across the technology ecosystem, including with data-driven businesses,
cloud-based tools and AI render him qualified to serve as one of our directors. His oversight ofproducts, platform, AI, design, engineering, cloud infrastructure and customer successsupport deep knowledge of enterprise-wide operations, product development and thecollection and analysis of data, in particular for enterprise clients similar to those MSCI
supports. At ServiceNow, he has also been instrumental in driving growth and innovation,
including embedding enterprise AI capabilities into the company’s products. His expertise
also includes integrating acquisitions and overseeing the growth of new businesses lines.

WAYNE EDMUNDS

Director since: 2015
Age: 68 years old
Committees:
Audit Committee(Member)
Compensation Committee(Member)Independent Director

Mr. Edmunds previously served as the Interim Group Chief Executive of BBA Aviation plc from
July 2017 to March 2018. He previously served as Chief Executive Officer of Invensys plc at
Invensys Systems, Inc. (“Invensys”) from 2011 until his retirement in 2014. Previously,
Mr. Edmunds was Chief Financial Officer of Invensys. Prior to joining Invensys in 2008,
Mr. Edmunds was Senior Vice President of Finance at Reuters America, Inc. from 2005 to
2008. Mr. Edmunds served as the Chief Financial Officer of Innovance Networks Inc.
(“Innovance”) from 2000 to 2004, where he was responsible for financial planning andoperations. Prior to joining Innovance, Mr. Edmunds held other senior management roles inthe technology sector, including working 17 years at Lucent Technologies, Inc., where heserved as Vice President of Finance for the Optical Networking Division and as Vice Presidentof Marketing and Business Development and was responsible for Europe, Middle East andAfrica operations. Mr. Edmunds began his career at Amerada Hess Oil as an analyst in
Corporate Treasury. Mr. Edmunds holds a Bachelor of Arts in accounting from Rutgers
University and an M.B.A. in finance from Pace University.
PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS:
Signature Aviation plc (August 2013 to June 2021), Dialight plc (January 2016 to August2019) and Ashtead Group plc (February 2014 to September 2018)QUALIFICATIONS:
We believe that Mr. Edmunds’ extensive insight into global companies in the technology
sector and memberships on the Boards of multiple international companies render him
qualified to serve as one of our directors. As the former CEO and CFO of several large
companies, and through his board and committee memberships, he has accumulated
extensive experience in corporate finance and accounting, financial reporting and internal
controls, human resources and compensation, which contribute to his service on our Audit
Committee and Compensation Committee.

22

MSCI | Proposal 1: Election of Directors

HENRY A. FERNANDEZ

Chairman and CEO

Mr. Fernandez has served as Chairman of our Board since 2007 and as our CEO and a director
since 1998. He served as head of the MSCI business from 1996 to 1998 and as President
from 1998 to October 2017. MSCI was previously a business unit within Morgan Stanley prior
to its IPO in 2007. Before leading MSCI, he was a Managing Director at Morgan Stanley, where
he worked from 1983 to 1991 and from 1994 to 2007, in emerging markets business strategy,
equity derivatives sales and trading, mergers and acquisitions, and corporate and mortgage
finance. Mr. Fernandez holds a Bachelor of Arts in economics from Georgetown University, an
M.B.A. from the Stanford University Graduate School of Business and pursued doctoral
studies in economics at Princeton University.
Director since: 2007
Age: 65 years old

CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:Royalty Pharma plc (August 2020 to present)
QUALIFICATIONS:
We believe that Mr. Fernandez’s extensive experience and leadership in the financial services
industry as well as his unparalleled knowledge of MSCI and its business render him qualified
to serve as one of our directors. As MSCI’s Chief Executive Officer, he brings significant seniorleadership, and direct knowledge and experience, in the Company’s culture, businessdevelopment, strategy, growth and long-term success. In addition, as the lead director ofanother public company, Mr. Fernandez also brings to the Board additional experience andinsight with respect to the Board’s roles and responsibilities and corporate governance.

ROBIN L. MATLOCK

Director since: 2022
Age: 58 years old
Committees:
Audit Committee(Member)
Governance Committee(Member)Independent Director

Ms. Matlock previously served as the Senior Vice President and Chief Marketing Officer of
VMware, Inc. (“VMware”), a publicly held software virtualization company recently acquired by
Broadcom Inc., a position she held from 2013 to June 2020. Ms. Matlock previously served asVice President, Corporate Marketing at VMware from 2009 to 2013. Before VMware, Ms.
Matlock served as Executive Vice President and General Manager of Imperva Inc., acybersecurity software and services company. Prior to that, she held executive positions in a
number of technology companies, including McAfee, Entercept Security Technologies andSymantec Corporation. Ms. Matlock has also served as a director of been active as a director
and advisor of private technology companies, including Cohesity, Inc., People.ai and Dremio
Corporation, for a number of years. She earned her Bachelor of Arts degree in Economics andMusic from Rice University.
CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:
Iron Mountain Incorporated (July 2019 to present)
QUALIFICATIONS:
We believe that Ms. Matlock’s experience in the areas of go-to-market and marketing strategy,
client insight and technological innovation render her qualified to serve as one of our directors.
Her prior experience in marketing, digital solutions and business development in a leading
technology company, and her current experience as a director and advisor to a number ofprivate technology companies, add to her deep understanding of the technology sector andthe importance of client centricity. Her public company board experience also enables her tocontribute valuable insights into corporate governance and the Board’s role in risk oversight.

2024 PROXY STATEMENT

JACQUES P. PEROLD

23

Independent Director

Mr. Perold was president of Fidelity Management & Research Company, the investment
advisor for Fidelity’s family of mutual funds, until his retirement in 2014. From 2001 to 2009,
Mr. Perold was president of Geode Capital Management, LLC, a sub-advisor to Fidelity. He iscurrently a trustee of New York Life Insurance Company’s MainStay mutual funds, a trustee ofPartners 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 postgraduate Bachelor of Arts Honours degree in sociology from the University of Cape Town.
Director since: 2017
Age: 65 years old

CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:
Allstate Corporation (December 2015 to present)

Committees:QUALIFICATIONS:

Compensation Committee(Chair)We believe that Mr. Perold’s over 30 years of experience and leadership in strategy andoperations 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.

Strategy Committee(Member)

C.D. BAER PETTIT

Director, President and Chief Operating Officer

Mr. Pettit joined MSCI in 2000 and has served as MSCI’s President since October 2017 andChief Operating Officer since January 2020, having previously served as Chief Operating
Officer from 2015 to 2017. He is responsible for MSCI’s commercial and operational
functions, including client coverage, marketing, product management, research and productdevelopment, technology and operations. He previously served as MSCI’s Head of Products,
Head of Index Products, Head of Marketing and Head of Client Coverage. Mr. Pettit holds a
Master of Arts degree in history from Cambridge University and a Master of Science degreefrom the School of Foreign Service at Georgetown University.
QUALIFICATIONS:
Director since: 2023
Age: 59 years old

We believe that Mr. Pettit’s over 20 years of experience with MSCI, including his oversight of
the Company’s commercial and operational functions, render him qualified to serve as one ofour directors. He brings to the Board industry and business acumen in addition to in-depth
knowledge about MSCI’s business, clients, products, technology and long-term strategy, as
well as extensive experience overseeing day-to-day operations.

24

MSCI | Proposal 1: Election of Directors

SANDY C. RATTRAY

Director since: 2020

Independent Director

Mr. Rattray retired from Man Group plc in September 2021, having served as Chief Investment
Officer from 2017 to September 2021. He previously served as Chief Executive Officer of Man
AHL from 2013 to 2017 and Chief Investment Officer of Man Systematic Strategies from 2010
to 2013. Prior to holding such positions, he held several other senior leadership positions at
Man Group. Before joining GLG Partners, which was later acquired by Man Group in 2007, hespent 15 years at Goldman Sachs where he held various positions, including Managing
Director and head of the Fundamental Strategy Group. Mr. Rattray also sits on the MSCI
Advisory Council. He holds a Master’s degree in Natural Sciences and Economics from the
University of Cambridge and a Licence Spéciale from the Université Libre de Bruxelles. He is
also a governor of the Southbank Centre in London.

Age: 54 years old

QUALIFICATIONS:

Committees:

We believe that Mr. Rattray’s over 25 years of experience in the global investment industry,including his focus on the technological innovation impacting the industry, render him
qualified to serve as one of our directors. In particular, his background in finance at a leading,technology-focused asset management firm enables him to provide insights into our clients,
operational and risk management, and our commercial strategy.

Governance Committee(Member)
Strategy Committee(Chair)LINDA H. RIEFLER

Independent Director

Ms. Riefler retired from Morgan Stanley in February 2013, where she served as the Chair of
Global Research from June 2011 to February 2013 and as the Global Head of Research from2008. 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.
Director since: 2007
Age: 63 years old

CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:CSX Corporation (March 2017 to present)

Committees:QUALIFICATIONS:

Compensation Committee(Member)
Governance Committee(Chair)We believe that Ms. Riefler’s in-depth knowledge of talent management, risk management,
company valuation and the global capital markets render her qualified to serve as one ofour directors. Because Ms. Riefler has been associated with the Company since 2005 and has
played an important role in the Board’s oversight of the Company’s strategic direction, theBoard believes that her knowledge of the Company and its businesses gives her unique insight
into long-term growth opportunities and strategies. The knowledge that Ms. Riefler acquiredas the Global Head of Research and the Chief Talent Officer of Morgan Stanley also enables
her to advise the Company on its commercial and talent strategies. She has also gained
expertise in governance and corporate responsibility as the Chair of the Governance andSustainability Committee of a public company and through her service on the executive
leadership team of Stanford Women on Boards. In 2023, Ms. Riefler was recognized foroutstanding work by an independent director at Governance Intelligence’s Corporate
Governance Awards.

2024 PROXY STATEMENTMARCUS L. SMITH

25

Independent Director

Mr. Smith was the Chief Investment Officer, Canada Equity, and a portfolio manager at MFS
Investment Management (“MFS”) until his retirement in April 2017. As a portfolio manager, he
was responsible for managing the MFS Institutional International Equity Portfolio and theInternational 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 theWharton School at the University of Pennsylvania.
Director since: 2017
Age: 57 years old
Committees:
Audit Committee(Chair)Strategy Committee(Member)

CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:First Industrial Realty Trust, Inc. (February 2021 to present)
PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS:DCT Industrial Trust, Inc. (October 2017 to August 2018)QUALIFICATIONS:
We believe that Mr. Smith’s extensive experience in global financial markets and as aninvestment 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, andknowledge 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.

RAJAT TANEJA

Director since: 2021
Age: 59 years old

Independent Director

Mr. Taneja is currently the President of Technology for Visa Inc. (“Visa”), a role he has held
since September 2019. He joined Visa in November 2013 and served as Executive Vice
President of Technology and Operations until August 2019. Prior to joining Visa, Mr. Taneja
was Executive Vice President and Chief Technology Officer of Electronic Arts Inc. from
October 2011 until November 2013. From August 1996 until October 2011, he served invarious roles at Microsoft Corporation (“Microsoft”), including as the Corporate Vice President,
Commerce Division. At Microsoft, Mr. Taneja led the development and deployment ofcommerce and transaction technologies across its connected services, the company’s online
digital advertising platforms and its first business online service offering. Mr. Taneja holds a
Bachelor of Engineering from Jadavpur University and an M.B.A. from Washington State
University.

Committees:

PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS:

Audit Committee(Member)

Ellie Mae, Inc. (June 2015 to April 2019)QUALIFICATIONS:
We believe that Mr. Taneja’s over 30 years of experience in global technology, innovation andresearch and development render him qualified to serve as one of our directors. At Visa,
Mr. Taneja has been involved with significant investments in the company’s technology
infrastructure and oversees the application of technology across the business. This
experience allows him to provide invaluable insight into the continuing transformation of
MSCI’s data and technology capabilities and related risks and opportunities. His experience
also includes overseeing cybersecurity risk and transformational technology initiatives,
including relating to the implementation of artificial intelligence at a global enterprise. In 2023,
Mr. Taneja was recognized by Business Insider as one of the “AI 100” top people in AI.

26

MSCI | Proposal 1: Election of Directors

PAULA VOLENT

Independent Director

Ms. Volent is currently Vice President and Chief Investment Officer at The Rockefeller
University, a role she has held since August 2021. She previously served as Senior Vice
President for Investments and Chief Investment Officer at Bowdoin College from 2006 toJune 2021, Vice President for Investments at Bowdoin College from 2002 to 2006, andAssociate 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 ofManagement and a Master of Arts degree from the Institute of Fine Arts, New York University.
Director since: 2020
Age: 67 years old
Committees:
Compensation Committee(Member)
Strategy Committee(Member)

CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:
1stdibs.com, Inc. (June 2021 to present)
QUALIFICATIONS:
We believe that Ms. Volent’s experience as a Chief Investment Officer at a number of
institutions, including as a nationally recognized investment professional, and her deep
engagement with the global investment community render her qualified to serve as one of ourdirectors. In particular, Ms. Volent brings significant expertise in alternative investments andprovides important insights regarding our asset owner and endowment client segment.

2024 PROXY STATEMENT

27

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

Corporate Governance Highlights• All director nominees except our CEO and our President
and Chief Operating Officer (“COO”) are independent.
• Strong, independent Lead Director and independent
Board committees.

• Demonstrated commitment to Board refreshment.
• Annual Board, committee and director evaluations, withthird-party evaluation firm engaged periodically.

• One share, one vote.

• Executive session of independent directors held after
each quarterly Board meeting.

• Annual election of directors.

• Limits on multiple board service.

• Proxy access.

• Robust director share ownership andretention guidelines.

• Shareholder right to call a special meeting at 15%
ownership threshold.
• Majority vote for uncontested elections and plurality
standard for contested elections.
• No shareholder rights plan (i.e., a poison pill).
• Risk oversight by full Board and Committees, including
Board oversight of enterprise risk management, IT/cyberrisk and other areas.

• Annual review of Code of Ethics and Business Conduct,committee charters and Corporate Governance Policies.
• Annual off-season shareholder engagement focused on
corporate responsibility topics, withdirector participation.
• Full Board participation in succession andprogression planning.
• Targeted director education program.

28

MSCI | Corporate Governance

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

Director Diversity
The Board has a demonstrated commitment to maintaining diverse representation, with approximately 58% percent of ourcurrent director nominees being composed of racially, ethnically and/or gender diverse members. The Board believes that its
membership should reflect a diversity of occupational and personal backgrounds and experiences. In identifying nominees, theBoard considers a number of factors including diversity of skills, experiences, backgrounds and perspectives. In the Board’s
selection of director nominees, the Board also abides by MSCI’s commitment to managing our business in an environment
free from discrimination, consistent with the MSCI Global Human Rights Policy.
Prior to Ms. Kinney’s retirement and Mr. Desai’s appointment, the percentage of women represented on the Board wasapproximately 33%. As part of our continued board refreshment efforts, the Board appointed Mr. Desai in 2024 due to his
specific experience and qualifications in a data-driven business and his knowledge of using artificial intelligence inclient-facing products. The Board is cognizant that after the 2024 Annual Meeting, the Board’s gender diversity will be reduced
to 25%.
The Governance Committee is actively engaged in a search for additional director candidates, including gender diverse
candidates, to expand the board’s skills in other areas, and the Board currently expects to appoint a new member before the2025 annual meeting of shareholders. The Board is committed to increasing the percentage of women represented on the
Board in the future to once again achieve a Board composition of at least 30% gender diverse directors.

Tenure and Board Refreshment
Our Board has shown an ongoing commitment to Board refreshment and to having highly qualified, independent perspectives
in the boardroom. Six of the Company’s director nominees, or 50% of the Company’s director nominees, have been added to
the Board since the beginning of 2019. The average tenure of the independent director nominees is currently 6.2 years. The
average tenure is 6.6 years if Mr. Fernandez and Mr. Pettit are included. Also, under our Corporate Governance Policies,
directors should not stand for re-election following their 72nd birthday. To date, the Board has not granted a waiver to thisretirement policy. Since 2020, three directors, including Catherine R. Kinney, have retired or will have retired following their
72nd birthday, and one director decided not to stand for re-election. These retirements and decisions have provided us with
opportunities for Board refreshment.
April 25,2019

February 26,
2020

April 28,
2020

April 27,
2021

June 1,
2021

June 1,
2022

January 30,
2023

March 11,2024

April 23,2024

Wendy E.
Lane
retiredPaula Volent
and Sandy C.
Rattray
appointed

Alice W.
Handy andGeorgeW. Siguler
retiredBenjamin
DuPontretired

Rajat
Tanejaappointed

Robin
Matlock
appointed

Baer Pettit
appointed

Chirantan“CJ” Desaiappointed

Catherine R.
Kinneyretires

2024 PROXY STATEMENT

We also periodically rotate committee assignments and committee chair positions. Committee chairs historically havetypically served approximately 4 to 6 years on average in order to facilitate rotation of committee chairs while preserving
experienced leadership. In 2023, we rotated committee assignments in light of recent director appointments, as
described below.

BOARD MEMBER INDEPENDENCE
Other than Mr. Fernandez, our CEO, and Mr. Pettit, our
President and COO, each of our director nominees has been
determined by the Board to be an “independent director”
under the rules of the NYSE, which require that the Board
affirmatively determines that the director has no material
relationship with the Company (either directly or as a partner,shareholder or officer of an organization that has arelationship with the Company).

RECENT DIRECTOR APPOINTMENT• Chirantan “CJ” Desai, a new director appointed to theBoard since the 2023 Annual Meeting, was identified andevaluated through a director search process overseen by
the Governance Committee and undertaken with theassistance of a director search firm.

• His experience as the President and Chief Operating
Officer of one of the world’s leading enterprise software
companies, overseeing enterprise-wide operations,
including products, platform, AI, design, engineering,
cloud infrastructure and customer success, provides
invaluable insight to the MSCI Board.

• At ServiceNow, he has been instrumental in driving thecompany’s growth and innovation strategy, including
embedding enterprise AI capabilities into thecompany’s products.

• The Board appointed Mr. Desai to the Strategy Committee.

DIRECTOR RETIREMENT:CATHERINE R. KINNEY
Catherine R. Kinney, who joined the Board in 2009, is notstanding for reelection at the 2024 Annual Meeting following her
reaching 72 years of age. The Board thanks Ms. Kinney for hercommitment to the Company’s shareholders, employees andother stakeholders. She has made meaningful contributions
to the Company during her over 14 years of service on the Board,
including as a member of our Governance Committee, ourCompensation Committee and our Strategy Committee.

COMMITTEE ROTATIONSIn 2023, the Board evaluated the composition of its committees,
and in April 2023, the Board effectuated the following changes:• Appointed Marcus L. Smith as the Chair of the Audit
Committee, and removed him from theCompensation Committee.
• Appointed Jacques P. Perold as the Chair of theCompensation Committee, and removed him from theGovernance Committee.
• Appointed Linda H. Riefler as the Chair of the GovernanceCommittee, and removed her from the Audit Committee.
• Appointed Sandy C. Rattray as the Chair of the Strategy
Committee, appointed him to the Governance Committee andremoved him from the Audit Committee.
• Appointed Robin Matlock to the Audit Committee.
• Appointed Paula Volent to the Compensation Committee, andremoved her from the Governance Committee.
In 2024, we appointed Robert G. Ashe to the GovernanceCommittee, and removed him from the Strategy Committee.

Director Re-Nomination
The Governance Committee also assesses the performance of current directors in its evaluation of current directors forre-nomination to the Board or re-appointment to any Board committees.

29

30

MSCI | Corporate Governance

New Director Search Process
Our newest director, Chirantan “CJ” Desai, was appointed to the Board in March 2024. His experience as the President andChief Operating Officer of one of the world’s leading enterprise software companies, overseeing enterprise-wide operations
from innovation to execution, will allow him to offer invaluable insight to the MSCI Board. The appointment of Mr. Desai was
the result of the search process outlined below.

1
DIRECTORRECRUITMENTPROCESS

2
IDENTIFICATION
AND INTERVIEWOF CANDIDATES3BOARD DECISION
AND NOMINATION

4NEW DIRECTORSThe Governance Committee, with the feedback of the full Board, identifies key skills that would
best serve the future needs of the Board and the Company, including by considering feedback
from the Board’s annual self-evaluation process.
Pursuant to the authority granted in its charter, the Governance Committee retains a professional
search firm to assist in the process of identifying and evaluating potential director candidates.
The Governance Committee instructs the search firm to focus on candidates with relevant
experience and to seek a diverse slate of candidates. Using a search firm provides additional
assurance to the Governance Committee that it is conducting a comprehensive search andevaluating a broad and diverse pool of potential candidates. Additionally, the GovernanceCommittee solicits input from the Board.
From the candidates provided by the third-party search firm, where applicable, as well as input
from directors, the Governance Committee identifies a short list of high-potential candidates, andthe search firm then conducts an initial assessment of these candidates’ skills, experience,
background and availability to commit to Board service.
The Chair of the Governance Committee meets with a number of candidates. Certain candidates
also meet with members of the Governance Committee, the Chairman and the Lead Director.

The Governance Committee presents qualified candidates to the Board. In reviewing the potential
candidates, the Board takes into account the qualifications discussed in “Director Qualifications”
of this Proxy Statement and in MSCI’s Corporate Governance Policies. Upon completion of its
assessment, the Governance Committee reports its recommendations for nominations to the full
Board. Following discussion of a candidate’s qualifications and consideration of the
independence of such candidate, where applicable, the Board formally appoints the candidate to
the Board.
• The Board appointed Chirantan “CJ” Desai to the Board, effective March 11, 2024.
• Mr. Desai’s qualifications include:• Extensive experience in the technology industry and deep knowledge of trends across thetechnology ecosystem, including with data-driven businesses, cloud-based tools and AI.
• Oversight of enterprise-wide operations, including products, platform, AI, design,
engineering, cloud infrastructure and customer success that support best practices in
product development, technology infrastructure, data collection and analysis, and go-tomarket strategy, especially for enterprise clients similar to those MSCI supports.
• Being instrumental in driving ServiceNow’s growth and innovation, including embedding
enterprise AI capabilities into the company’s products.

Proxy Access
Our Bylaws permit a shareholder, or a group of up to 20 shareholders, owning at least three percent of the Company’s
outstanding common stock continuously for at least three years to nominate and include in the Company’s annual meetingproxy materials director nominees constituting the greater of two directors or twenty percent of the total number of directors
on the Board, provided that such shareholder(s) and nominee(s) satisfy the requirements specified in the Bylaws.

2024 PROXY STATEMENT

31

Shareholder Right to Call a Special Meeting
In response to shareholder engagement, we amended our Bylaws in 2024 to permit shareholders of record or beneficial
owners holding not less than 15% of our outstanding shares continuously for at least one year the right to call a special
meeting of shareholders.

Board Culture
The Board has established a boardroom dynamic that supports informed decision making and oversight. One of the hallmarksof the Board’s culture is meaningful and robust discussion, where views are thoroughly debated based on each director’sunique background, skills and opinions. Directors are expected to, and do, ask hard questions of management and of eachother. Each member of the Board is also committed to maximizing shareholder value and promoting shareholder interests, andmembers of our Board regularly interact directly with our shareholders.
ENGAGEMENT WITH
MANAGEMENT: Directors regularly
meet with senior management andcontinuously assess performance
during meetings and otherinteractions. Our Corporate
Governance Policies provide thateach Board member has complete
and open access to senior membersof MSCI management.
We have also paired independent
Board members with members of our
Executive Committee for sponsorshipof inclusive leadership initiatives.
REFRESHMENT: Our Board iscommitted to active refreshment –50% of our director nominees havetenures of less than five years.
INDEPENDENCE: Having an
independent Lead Director, allindependent committee chairs andmembers, a significantly independent
Board and a practice of independent
director sessions following each
Board meeting fosters a Board cultureof open discussion and deliberation,with an unbiased evaluation of risks
and opportunities.

DIVERSITY: Our Board is committed
to diversity within its membership.
Based on gender and ethnic diversity,
our director nominees are currently
over 58% diverse. The search
process for any new director includes
diverse talent, and any search firm isinstructed to identify a diverse slateof candidates.

OPEN DISCUSSION: Our Board
emphasizes full and open discussion
and debate. Mr. Ashe, our Lead
Director, facilitates constructive
discussion among independent
directors and committee chairs andprovides feedback to the Chairman
to enhance Board leadershipand culture.

SHAREHOLDER INTERESTS: The
Board believes that candid andspecific feedback from shareholders
will enhance MSCI’s governance,
corporate responsibility andcompensation practices and theBoard receives regular reports frommanagement on meetings withshareholders and analysts. In 2023,
our directors and senior leaders
engaged with shareholders to
discuss MSCI’s business, strategy
and corporate responsibility efforts.

EVALUATION: Each year, ourdirectors formally evaluate theeffectiveness of the Board through athorough and candid
self-assessment. Among othertopics, this self-assessment seeks
feedback on the Board’s culture,
leadership structure, committee
effectiveness, continuing education,
skills and expertise, and other areas.

We value direct shareholder
feedback, and we regularly invite
shareholders to speak directly with
our Board at regular Board meetings.

ORIENTATION AND DIRECTOREDUCATION: The Board’s orientationand education processes foster aculture of continuing education. As
part of the director orientation
program, a new director meets withall members of the Management
Committee and all MSCI
business heads.

32

MSCI | Corporate Governance

Structure of our Board
Substantially Independent Board
Under the MSCI Corporate Governance Policies, the full Board
affirmatively determines the independence of directors and reviews thefinancial and other relationships between the independent directors and
MSCI as part of its assessment of director independence. The
Governance Committee also makes specific determinations as to the
independence of each candidate when reviewing candidates’
qualifications for membership on the Board or a committee of the Board.
Director independence is also monitored by the full Board on an
ongoing basis.
Our Corporate Governance Policies provide that the Board should have asignificant majority of independent directors meeting the independence
requirements of the NYSE. Currently, a significant majority of the
All of our non-employee directors are independent
directors on our Board are independent. As of February 29, 2024, there are 13 directors on our Board, comprised of: (i) our
Chairman and CEO; (ii) our President and COO; and (iii) 11 independent directors. Our Board has determined that each of
Messrs. Ashe, Desai, Edmunds, Perold, Rattray, Smith, and Taneja and Mmes. Kinney, Matlock, Riefler and Volent is
independent in accordance with the requirements of our Corporate Governance Policies, which follow NYSE rules andguidelines. In making such determinations, there were no material transactions, relationships or arrangements not disclosed inthis Proxy Statement under “Other Matters—Certain Transactions” to be considered by the Board in determining whether eachdirector was independent. Therefore, 11 of our 13 current directors are independent. Following the retirement of Ms. Kinney, 10of our 12 directors will be independent. Mr. Fernandez is not independent because of his position as CEO of MSCI, and Mr.
Pettit is not independent because of his position as President and COO of MSCI.
All members of the Audit Committee, Compensation Committee, Governance Committee and Strategy Committee satisfy the
independence requirements of the NYSE. In addition, each member of the Audit Committee and Compensation Committee
meets the heightened independence standards of the NYSE required for audit committee and compensation committee
members, respectively.

Board Leadership
The Board seeks to achieve the best board leadership structure for the effective oversight of MSCI’s affairs. The Board
believes that its leadership structure must be considered in the context of the individuals involved and the specificcircumstances 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 ofconsistent, unified leadership to execute and oversee the Company’s strategy; the strength of Mr. Fernandez’s vision for theCompany 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 ongoingengagement programs expressing support for our Board leadership structure; and the meaningful and robust responsibilitiesof 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 theBoard on the Company’s strategy and leads management in implementing that strategy.
A strong, independent Lead Director with clearly defined duties and responsibilities further enhances the contributions of
MSCI’s independent directors, which have been, and continue to be, substantial. Our Corporate Governance Policies provide for2024 PROXY STATEMENT

33

the appointment of a Lead Director from among the Board’s independent directors whenever the Chairman is not independent.
The Lead Director role supports the independent directors to provide effective, independent Board leadership and oversightof management.
Robert G. Ashe has been our Lead Director since April 2018. As a member of other public company boards, the former CEO
and CFO of a public company and an audit committee financial expert, Mr. Ashe also has significant experience with respect tothe 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 Boardis effectively exercising its oversight responsibilities and its consideration of the Company’s significant risks andopportunities. The Board, in executive sessions of independent directors (which are presided over by the Lead Director), also
considers and discusses risk-related matters. These sessions provide a forum for candid discussion of risk-related matters,
without management or the Chairman and CEO present.
The Lead Director’s responsibilities include:
BOARD STRUCTURE• Advises and provides feedback to the Governance Committee and the Chairman on the structure of the Board and its
leadership, including membership of Board committees and the selection of committee chairs• Has authority to retain independent legal, accounting or other advisors in connection with meetings of
independent directors• Acts as a key advisor to the Chairman on a wide variety of Company matters, including with respect to strategic and risk
oversight matters, as appropriate
BOARD CULTURE• Facilitates communication between the Chairman and independent directors• Facilitates teamwork and communication among the independent directors• Fosters an environment of open dialogue, effective information flow and constructive feedback• Ensures Board discussions effectively and appropriately engage management, including with respect to strategic andrisk oversight matters, as appropriate
BOARD MEETINGS• Presides at all meetings of the Board at which the Chairman is not present• Has authority to call, and lead, independent director sessions• Approves all Board meeting agendas and schedules to ensure appropriate topics and sufficient time for discussion of
all items• Approves other Board related materials (e.g., directors, acting through the Lead Director, may propose matters to be
included on the agenda for a meeting)• Facilitates strong, independent oversight by leading executive sessions of independent directors at least after every
quarterly Board meeting
PERFORMANCE, DEVELOPMENT AND SUCCESSION• Conducts individual director evaluations with independent directors, discussing topics including the Board’s culture,
leadership structure, committee effectiveness, continuing education, skills and expertise, and other areas• In conjunction with the Governance Committee, reports to the Board on the Board’s annual self-assessment and provides
recommendations for improvement, including relating to the Board’s oversight efforts and engagement with management• Collaborates with the Compensation Committee to oversee management succession and progression planning efforts• Meets directly with management of the Company
SHAREHOLDER ENGAGEMENT• Is available to, and consults and directly communicates with, shareholders and other key constituents, as appropriate• Participates in our annual off-season engagement efforts where we meet with many of our top shareholders to discuss
our corporate responsibility practices, among other topics

34

MSCI | Corporate Governance

While we believe that combining the roles of Chairman and CEO is the most effective leadership structure for our Board andthe Company at this time, our Bylaws and Corporate Governance Policies also permit a structure where the CEO would notserve contemporaneously as the Chairman of the Board should the separation of such roles be determined appropriate and in
the best interests of MSCI and its shareholders in the future.

Committees of the Board of Directors
Our Board has adopted a written charter for each of the Audit Committee, Compensation Committee, Governance Committee
and Strategy Committee setting forth the roles and responsibilities of each committee. The Board and each committee may,from time-to-time, form and delegate authority to subcommittees when appropriate. Each committee annually reviews andassesses the adequacy of its charter and recommends any proposed changes to the Board for approval. You may accessthese charters through the “Corporate Governance” link under the “Investor Resources” tab found on our website’s Investor
Relations homepage (https://ir.msci.com).
The table below provides detail on the composition of each of our designated standing committees for the following periods(i) April 24, 2023 to March 10, 2024 (“2023”) and (ii) effective March 11, 2024 (“2024”).
Audit
Committee

2023

2024

l

l

Compensation
Committee

GovernanceCommittee

2023

2023

2024

Strategy
Committee

2024

2023

l

l

2024

(1)

Henry A. Fernandez
Robert G. Ashe

Chirantan “CJ” Desai(2)Wayne Edmunds

l
l

l

l

l

Catherine R. Kinney(3)Robin MatlockllJacques P. Perold

l

l

l

l

l

l

l

l

l

l

l

l

l

l

Baer Pettit(3)Sandy C. Rattray
Linda H. RieflerlMarcus L. Smithll

Rajat TanejallPaula Volent

l

l

l

l

l

l

l

(1)

Mr. Fernandez is not a formal member of any committee, but he attends many committee meetings.

(2)

Mr. Desai was appointed to the Board and to the Strategy Committee on March 11, 2024.

(3)

Ms. Kinney is not standing for re-election at the 2024 Annual Meeting but will remain on the Board through the date of the meeting.

(4)

Mr. Pettit is not a formal member of any committee, but he attends many committee meetings.
Chair
Member2024 PROXY STATEMENT

35

AUDIT AND RISK COMMITTEEMEMBERS:MEETINGS HELD IN 2023: 10

Marcus L. Smith (Chair)
Robert G. Ashe
Wayne Edmunds
Robin L. Matlock
Rajat Taneja• All members are independent within the meaning of the NYSE standardsof independence for directors and audit committee members.
• All members satisfy NYSE financial literacy requirements, each of
Messrs. Ashe, Edmunds and Smith have accounting or other related
financial management expertise, and Messrs. Ashe, Edmunds and Smith
have been designated as “audit committee financial experts,” as definedby SEC rules.

PRIMARY RESPONSIBILITIES:• Oversees the integrity of the Company’s financial statements, internal controls over financial reporting, risk assessment
and risk management (including major financial risk exposures and cybersecurity risks).
• Oversees the Company’s internal controls over financial reporting, risk assessment and risk management.
• Oversees the appointment, compensation, retention, termination and oversight of the work of any accounting firm engaged
for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for theCompany, including the independent auditor.
• Evaluates the qualifications, independence and performance of the independent auditor, including obtaining a report of the
independent auditor describing the items set forth in the Audit and Risk Committee’s charter, including those required by
the Public Company Accounting Oversight Board.
• Pre-approves audit and permitted non-audit services.
• Reviews and evaluates the internal audit plan and the performance, responsibilities, budget and staffing of the Company’s
internal audit function.
• Reviews and discusses with management and the independent auditor the annual audited and quarterly
unaudited financial statements included in the Company’s Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q, respectively.
• Establishes procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal accounting
controls or auditing matters and (ii) the confidential, anonymous submission by the Company’s employees of concerns
regarding questionable accounting or auditing matters, and the review of any submissions received pursuant tosuch procedures.
• Reviews reports from management relating to the status of compliance with legal and regulatory requirements.
• Reviews with management (i) the Company’s key business risks, including the Company’s major strategic, operational,
regulatory, litigation and financial risk exposures and technology and cybersecurity risks, (ii) policies and practices withrespect to risk governance, risk assessment and risk management, and (iii) the steps that have been taken to assess,monitor and control such risks.
• Reviews the Company’s enterprise risk management program, including its risk governance framework and risk
management practices that facilitate the identification, assessment, mitigation and public reporting of risks that may
affect the Company.

KEY AREAS OF FOCUS IN 2023:• Risks associated with the evolving macro-economic environment, including as a result of geopolitical events and tensions.
• Cybersecurity and business continuity capabilities.
• Risks and opportunities related to artificial intelligence.
• Continued focus on operational and quality assurance risks and management of those risks in our production processes
and financial operations.
• Increasing regulations and management of regulatory risks and opportunities.
Further details on the role of the Audit and Risk Committee, as well as the Audit and Risk Committee Report, may be found in“Audit Matters—Audit and Risk Committee Report” on page 99 of this Proxy Statement.

36

MSCI | Corporate Governance

COMPENSATION, TALENT AND CULTURE COMMITTEEMEMBERS:MEETINGS HELD IN 2023: 7

Jacques P. Perold (Chair)
Wayne Edmunds
Linda H. Riefler
Paula Volent• All members are independent within the meaning of the NYSE standardsof independence for directors and compensation committee members.
• All members qualify as “non-employee directors” for purposes of Rule16b-3 under the Exchange Act.

PRIMARY RESPONSIBILITIES:• Reviews the Company’s compensation strategy and reviews and approves the Company’s compensation and benefits
programs, including reviewing and approving any incentive compensation and equity-based plans of the Company that are
subject to Board approval and the Company’s stock ownership guidelines for the Executive Committee, which includes
senior leaders from across the Company who drive MSCI’s strategy and operations.
• Identifies, reviews and approves corporate goals and objectives relevant to the compensation of the Company’s executive
officers and such other members of senior management as the Committee determines (the “Executives”), including payfor-performance alignment; sets compensation for the Executives, and evaluates each Executive’s performance.
• Reviews and approves the compensation of the Company’s CEO and each of the Company’s other Executives, including:base salary; annual incentive compensation; long-term incentive compensation; employment, severance, termination andchange in control agreements; and any other compensation, ongoing perquisites or special benefit items.
• Periodically reviews and administers the Company’s compensation recoupment policies.
• Reviews non-employee director compensation every two years and recommends changes to the Board, when appropriate.
• Periodically reviews, in consultation with the CEO, the Company’s management succession and progression planning andoversees the Company’s talent management, progression planning, career progression and retention strategies andprograms, including the Company’s learning and leadership development and DE&I programs.
• At least annually, reviews each Executive’s progress on DE&I initiatives, including key performance metrics.
• Periodically reviews the Company’s initiatives and strategies relating to corporate culture, including considering theCompany’s performance, engagement and pay-for-performance alignment when reviewing the workplace environment andculture and periodic reviews of the results of the Company’s employee engagement and external surveys.
• Reviews and discusses with management the “Compensation Discussion and Analysis” section of the Company’s annual
proxy statement, prepares the Compensation, Talent and Culture Committee Report required by SEC rules andrecommends to the Board the inclusion of each in the Company’s annual proxy statement (included on pages 59 and 83 ofthis Proxy Statement, respectively).
• Reviews and makes recommendations to the Board with respect to the frequency with which the Company will conduct“Say on Pay” votes and reviews and approves the proposals regarding the “Say on Pay” vote.
• Considers the independence requirements of the NYSE prior to selecting a compensation consultant, legal counsel orother advisor and evaluates the performance of such advisors and approves all related fees.
• At least annually, reviews and assesses the adequacy of the Company’s Global Human Rights Policy, including any related
disclosures, and recommends proposed changes to the Board, if required.

KEY AREAS OF FOCUS IN 2023:• Oversight of executive compensation programs, including short-term and long-term incentive plans.
• Senior leader succession and progression planning.
• Oversight and implementation of compensation plans and practices, including compensation recoupment policies.
• Continued focus on the Company’s performance culture and monitoring of the Company’s hybrid working model.
Compensation Committee Interlocks and Insider Participation: No member of the Compensation Committee is now, or has
been, an officer or employee of the Company, or had any relationship with the Company since January 1, 2023 requiring
disclosure under applicable SEC rules on the disclosure of transactions with related persons. None of our NEOs currently
serves or served during 2023 on the board of directors or compensation committee of another company at any time during
which an executive officer of such company served on MSCI’s Board or Compensation Committee.

2024 PROXY STATEMENT

37

GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEEMEMBERS:MEETINGS HELD IN 2023: 4

Linda H. Riefler (Chair)
Robert G. Ashe
Catherine R. Kinney
Robin L. Matlock
Sandy C. Rattray• All members are independent within the meaning of the NYSE standardsof independence for directors.

PRIMARY RESPONSIBILITIES:• Annually reviews the size and composition of the Board and its committees in light of the current needs of the Board, theCompany and each committee and considers judgment, diversity, age, skills, background and experience in doing so,
including by considering succession planning for the Board and key leadership roles on the Board and its committees.
• Oversees searches for candidates for election to the Board and recommends criteria and individuals for appointment to
the Board and its committees. As part of the search process for each new director, instructs any search firm to identify adiverse slate of candidates.
• Retains any search firm that assists the Governance Committee in identifying candidates and maintains sole authority toapprove all such search firms’ fees and other retention terms.
• Makes recommendations to the Board as to determinations of director independence.
• Oversees and approves the process and guidelines for the annual evaluation of performance and effectiveness of the Lead
Director, the Board and its committees, and individual directors.
• Oversees the Company’s policies and initiatives related to corporate responsibility matters, including environmental
stewardship (such as related to climate change) and other sustainability matters. Reviews with the Company’s
management, including the Chief Responsibility and Diversity Officer, the Company’s performance against its corporate
responsibility goals, metrics, policies, products and disclosure, and other corporate responsibility initiatives and priorities
undertaken by the Company.
• Evaluates the Company’s shareholder engagement practices on corporate responsibility matters and considers feedback
received from shareholders.
• At least annually, reviews and assesses the adequacy of the Company’s Corporate Governance Policies and Code of
Ethics and Business Conduct and oversees compliance therewith. Reviews with the Company’s management, including
the Head of Compliance, the Company’s Compliance program, priorities, initiatives, risks and mitigations.
• At least annually, reviews and assesses the adequacy of the Company’s Related Person Transactions Policy and reviews
related person transactions pursuant to the Related Person Transactions Policy.
• At least annually, reviews and assesses the adequacy of the Company’s Corporate Political Activities Policy, including any
related disclosures, and recommends any proposed changes to the Board, if required.
• Oversees risks related to corporate governance structures, policies and processes, including related to the effectiveness,structure and succession of the Board.

KEY AREAS OF FOCUS IN 2023:• Reviewed Board composition and Board skills, including proposing committee rotations and fully revising director
skills matrix.
• Led director search process resulting in the appointment of one new director in 2024.
• Reviewed recent corporate governance developments and proposed relevant updates to Company practices, including
amendments to the Company’s bylaws, committee charters and Corporate Governance Policies.
• Reviewed policies and initiatives related to the Company’s corporate responsibility initiatives, including
climate commitments.
• Reviewed externally supported ESG materiality assessment results.
• Reviewed latest governance trends, including shareholder rights, shareholder proposal practice, the advent of the universal
proxy cards and shareholder activism.
Catherine R. Kinney is not standing for re-election at the 2024 Annual Meeting but will remain on the Board through the date of
the meeting.

38

MSCI | Corporate Governance

STRATEGY AND FINANCE COMMITTEEMEMBERS:MEETINGS HELD IN 2023: 7

Sandy C. Rattray (Chair)
Chirantan “CJ” Desai
Jacques P. Perold
Marcus L. Smith
Paula Volent• All members are independent within the meaning of the NYSE standardsof independence for directors.

PRIMARY RESPONSIBILITIES:• Evaluates management’s recommendations with respect to the strategic direction of the Company and regularly consultswith the Board on the objectives of the Company’s strategic plans and management’s implementation of such plans.
• Reviews and makes recommendations with respect to the agenda for Board strategy meetings with management, taking
into account issues important to the full Board.
• Reviews and makes recommendations to the Board with respect to any mergers, combinations, acquisitions, divestitures,
joint ventures, minority investments and other strategic transactions, and any financings for mergers, acquisitions andother significant financial transactions, in each case requiring the Board’s approval.
• Reviews and oversees management’s plans and objectives for the capital structure of the Company, including target shortand long-term leverage levels and the structure and amount of debt and equity required to meet the Company’s financing
needs, and make recommendations to the Board as appropriate.
• Oversees the Company’s share repurchase programs, subject to Board-approved policies.
• Reviews the Company’s capital levels and recommends for approval by the Board changes to the Company’s
dividend policy.

KEY AREAS OF FOCUS IN 2023:• Provided oversight of the Company’s capital allocation program, including with respect to its approach to share
repurchases, financing considerations and increasing the Company’s quarterly dividend.
• Focused on the competitive landscape and reviewed merger, partnership and acquisition opportunities, including several
recent strategically important acquisitions in private assets, climate and wealth.
• Collaborated with management on the agenda for the Board’s two-day strategy session, to ensure alignment with internal
investments and growth opportunities.

2024 PROXY STATEMENT

39

Engagement and Evaluation of our Board
Attendance at Board Meetings and Annual Meeting of Shareholders

9

9

4

BOARD
MEETINGSEXECUTIVE SESSIONS,WHICH FOLLOWED THE
BOARD MEETINGSOCCASIONS WHERE THE
BOARD TOOK ACTION BY
UNANIMOUS WRITTENCONSENT

EACH DIRECTOR ATTENDED AT LEAST

75

percent

OF THE TOTAL BOARD MEETINGS AND
COMMITTEE MEETINGS ON WHICH
THE DIRECTOR SERVED THAT WEREHELD WHILE THE DIRECTOR WAS AMEMBER

Our Board met nine times, held independent director executive sessions following all nine of those meetings and took action
by unanimous written consent on three occasions during 2023. Each director attended at least 75% of the total meetings ofthe Board and committees on which the director served that were held while the director was a member.
Discussions between the Board and management on strategic direction, new business opportunities and the scope and mix of
the Company’s products were held at each quarterly Board meeting. In addition to formal meetings, members of our Board
informally interact with senior management on a periodic basis and participate in informal director education sessions.
Our Corporate Governance Policies state that directors are expected to attend the annual meetings of shareholders. In 2023,
all of our directors who were on the Board at the time attended our annual meeting of shareholders. Mr. Desai joined the Board
in March 2024, and, therefore, did not attend the annual meeting of shareholders in 2023.

Independent Director Meetings
Our Corporate Governance Policies provide that our Lead Director will preside over non-employee director sessions. Mr. Ashe
presided over independent director sessions following all Board meetings during 2023. The Board’s standing committees also
have a practice of holding executive sessions after their quarterly meetings. Our Corporate Governance Policies further providethat if any non-employee directors are not independent, then the independent directors will meet at least once a year in an
independent director session and the Lead Director will preside over each such independent director session. During 2023, allnon-employee directors were independent.

Director Education and Orientation Program
Directors are encouraged and provided with opportunities to attend educational sessions on subjects that can assist them in
performing their duties. Pursuant to the Director Education Policy, the Company will reimburse directors for reasonable costs
incurred from attending these sessions. Directors also participate in an annual review of leading corporate governancepractices by corporate governance experts, briefing sessions on topics that present special risks and opportunities andupdates on accounting topics.
The Company is also part of a peer-engaged program designed to enhance director performance, and we leverage virtual
platforms to provide deep-dive sessions on certain aspects of MSCI’s business outside of quarterly meetings including on
emerging topics such as ESG and climate, cybersecurity and technology partnerships. In 2023, we conducted board education
sessions to strengthen the Board’s expertise on cybersecurity, our index products and the competitive landscape.
All new directors participate in a director orientation program that includes briefings by senior management representing theheads of product lines and key functional areas on topics that include, among others, the Company’s strategic plans, capital
structure, product overviews, historical financial performance and key policies and practices, including compliance and trading
policies. We leverage MSCI’s hybrid work environment to hold orientation sessions virtually to provide for increased global
participation by senior management. New directors are also encouraged to attend all committee meetings during their firstyear on the Board.

40

MSCI | Corporate Governance

Board and Individual Director Evaluations
The Board believes a rigorous self-evaluation process is important for its effectiveness. In addition to the ongoing
consideration of the functioning of the Board, each year, our directors formally evaluate the effectiveness of the Board and its
committees through a self-assessment administered by our directors and management or by periodically engaging a thirdparty evaluation firm. In a self-assessment, directors respond to questions relating to the Board’s culture, leadership structure,committee effectiveness, continuing education, skills and expertise, and other areas. Director views are also discussed in oneon-one sessions between each director and our Lead Director. This collective feedback is discussed during executive session
and, where appropriate, addressed with management.

1

Members of the Governance Committee provide thoughts on the factors to be used in evaluating
the Board, its committees and individual directors. The Corporate Secretary prepares aquestionnaire based on these factors and solicits feedback from others, including the GeneralCounsel and the Chief Responsibility and Diversity Officer. The Governance Committee also
oversees and approves the process and guidelines for the annual evaluation of the performanceand effectiveness of the Lead Director.

2

Each director completes an anonymous self-assessment questionnaire covering a range of
topics, including Board structure, Board culture, diversity, refreshment priorities, oversight of risk
and the roles of the Board and its committees. On an annual basis, the Lead Director also
conducts individual director evaluations through interviews with each director.

3

The Corporate Secretary compiles the quantitative and qualitative data from this evaluation andconsults with the Lead Director and the Chair of the Governance Committee on the results. The
Lead Director and Chair of the Governance Committee review the results with the full Board inexecutive session.

4

The Lead Director and Chair of the Governance Committee discuss with the management the
feedback provided by the Board and any enhancements in practices that may be warranted.

FOLLOW-UP

Feedback for management is relayed to relevant teams to address the Board’s comments.

5

REVIEW OF STRATEGIC GOALS:FOCUS ON CORPORATE RESPONSIBILITY:• Board and committee agendas increasingly
focus on strategic and forward-looking
topics• Governance Committee oversees theCompany’s policies and initiatives related
to corporate responsibility matters• Increasing use of scorecards to measureagainst strategic objectives and progress• Chief Responsibility and Diversity Officer
provides quarterly reports to theGovernance Committee

INITIATION OF
PROCESSEVALUATIONDISCUSSIONFEEDBACK
AND FOCUS
AREAS

FOCUS ON CYBERSECURITY AND BUSINESSCONTINUITY:• Emphasis on cyber preparedness and crisis
management capabilities
DIRECTOR EDUCATION:• Virtual deep-dive sessions on certain
aspects of MSCI’s business outside ofquarterly meetings, including cybersecurity,
our index products and the competitive
landscape• For Management Committee members,
DE&I and climate components of the AIP
SUCCESSION AND PROGRESSION
PLANNING AND TALENT MANAGEMENT:• Potential successors to senior
management invited to speak at Board
and Committee meetings for
additional exposure• Succession and progression planning at
levels beyond the Executive Committee

2024 PROXY STATEMENT

41

The Board may also periodically engage a third-party evaluation firm as part of this evaluation process. In 2019, a third-party
evaluation firm met with certain members of senior management and members of the Board. The feedback from thethird-party evaluation firm was considered by the Board and, where appropriate, the Board recommended enhancements to its
practices based on such feedback. The Board anticipates conducting a third-party evaluation of its practices in 2024.

Shareholder Engagement
We believe that engaging with our shareholders, prospective shareholders and sell-side analysts is the best way to address theissues that matter most to them. Dialogue with these constituencies helps us understand their perspectives on the Company’s
goals and expectations for performance, and helps us identify issues that might affect our long-term strategy, corporate
governance and compensation practices. As such, we offer several opportunities to provide feedback to our Board and senior
management, including inviting certain shareholders to address the Board to present their views on the Company.
Our Investor Relations team leads year-round outreach efforts with our investors and the investment community. During theseengagements, we typically discuss topics such as market trends affecting our industry, the competitive environment, ourgo-to-market strategy, our financial performance and our overall outlook for the Company.

2023 Shareholder Engagement

In 2023, we held over 300 meetings with our shareholders, prospective shareholders and sell-side analysts, during which we
met with shareholders representing approximately 55% of our shares outstanding to gain valuable insights on the issues thatmatter most to our shareholders, with participation at certain meetings by our CEO, President and COO, CFO, Head of Investor
Relations, Chief Responsibility and Diversity Officer and other members of senior management and the Board. In 2023, ourteam also attended 25 investor conferences and 7 non-deal roadshows and analyst-sponsored events to discuss topics
including long-term growth opportunities, financial performance, capital allocation, corporate responsibility and our technology
and data initiatives and opportunities, including from generative AI.

Our Year-Round Shareholder Engagement Program

42

MSCI | Corporate Governance

Annual Corporate Responsibility Roadshow
We engage with shareholders before, during and after theproxy season, including by hosting an annual Corporate
Responsibility Roadshow each fall, to review and receive
feedback on our governance practices, corporate
responsibility efforts, human capital management strategies
and the design of our executive compensation program. The
feedback we receive from these discussions, as well as fromthird-party rating agencies, is carefully considered by the
Board, the Governance Committee and theCompensation Committee.
Our engagement team, which included members of our
Corporate Responsibility, Legal, Investor Relations, DE&I,
Executive Compensation and Talent teams, met withshareholders representing approximately 35.6% of ouroutstanding shares in 2023. Our Lead Director and the chairsof all four of our standing committees participated in the2023 Corporate Responsibility Roadshow as well, with adirector present at meetings with shareholders representing
approximately 34.4% of our outstanding shares.

Key Corporate Responsibility Topics Discussed in 2023
HUMAN CAPITALMANAGEMENTEXECUTIVE
COMPENSATIONCORPORATEGOVERNANCE

CLIMATECOMMITMENTS• Senior Talent Pipeline
and Progression• Long-term Incentive Plan

• Board Skills• Internal Carbon Pricing• DE&I and Climate
Components of the AIP• Board Culture• Supply Chain
Engagement• DE&I Strategy• Talent Retention• Shareholder
Proposals• Risk Management
and Oversight• Carbon Reduction
Targets

Investors provided valuable comments and perspectives during our Corporate Responsibility Roadshow on MSCI’s humancapital management, executive compensation, board culture, corporate governance and business strategy, among othertopics. In particular, shareholders focused on new disclosures and initiatives, including the results of our first externally
supported ESG materiality assessment. We also discussed our corporate responsibility efforts and disclosure and thestructure, composition, evaluation and refreshment practices of our Board. We gained constructive feedback during thesemeetings, which was shared with our Board and management to drive continuing improvements in our corporate responsibility
policies and practices.

2024 PROXY STATEMENT

43

RECENT ENHANCEMENTS IN RESPONSE TO SHAREHOLDER FEEDBACK
WHAT WE HEARD

WHAT WE DID

WHYRequest for shareholder rightto call a special meeting

Amended our Bylaws to provide thatspecial meetings of shareholders may
be called by shareholders owning atleast 15% of the voting power of ourcapital stock

We are strongly committed to good
governance practices and toreflecting the feedback of ourinvestors, many of whom believe thata well-structured right to call a
special meeting protects
shareholder interests

Request for a third-party
supported materiality
assessment

Published the results of our externally
supported ESG materiality assessment
to identify and prioritize ESG topics toinform our sustainability reporting andstrategies. The analysis was informedby relevant reporting standards, suchas the SASB standard

We believe the insights gained fromthe materiality assessment will
enable MSCI to further focus its
corporate responsibility efforts on
topics with the greatest relevance to
our activities and stakeholders

Request to adjust the PSU
payout maximum

Lowered the payout maximum for 2024
annual PSUs from 300% to 200%

We believe a lower PSU payout
maximum better aligns with market
practice and is directly responsive toshareholder feedback

Focus on operational practices
that will drive our efforts toreach net-zeroIntroduced Internal Carbon Pricing for
all business travel to raise awarenessof our efforts to achieve emissions
reductions and incentivize lower
carbon business travel

We believe it is important to raiseawareness of our efforts to achieve
emissions reductions andincentivize lower carbon businesstravel decisions

Focus on how we manage
suppliers in light of our climate
commitments

Updated our Supplier Code of Conduct tospecify the fundamental environmental
expectations we have of our suppliersand conducted strategic engagementwith top suppliers, including a letter from
our Chairman and CEO to emphasize
importance of our net-zero commitment

We are intensifying efforts to drive
down emissions across our supply
chain, the most significant source ofthe emissions attributable to MSCI

Focus on climate
considerations in executive
compensation program

Required each Management Committee
member to have a meaningful climate
goal as part of the KPI component of
the AIP, and expanded our Executive
Accountability Framework, which
establishes the philosophy and process
for assessment of DE&I Goals in our AIP
program, to now cover climate goals

We believe that our most seniorleaders should contribute to ourclimate commitments by setting
related goals

Please see page 66 of this Proxy Statement for additional information on our engagement efforts specific tocompensation matters.

44

MSCI | Corporate GovernanceOversight by our Board
Risk Oversight Responsibilities and Processes
Our Board is responsible for, and committed to, the oversight of MSCI’s long-term strategic plan and significant
enterprise-wide risks. In carrying out this responsibility, the Board’s role in risk oversight is consistent with the Company’s
leadership structure, with management having day-to-day responsibility for identifying, evaluating and managing theCompany’s risk exposure and the Board having the ultimate responsibility for overseeing risk management governance, with afocus on the Company’s most significant risks. In this role, the Board is responsible for ensuring that the risk-management
processes designed and implemented by management are functioning as intended and that necessary steps are taken toassess, monitor and control key business risks.
The risks described include those formally monitored at a Board or committee level, as part of the enterprise risk management(“ERM”) program or pursuant to committee charters. These risks do not represent a complete list of all risks that areconsidered and addressed from time to time by the Board, its committees or MSCI management. For more information onrisks that affect our business, please see our most recent Annual Report on Form 10-K and other filings we make with the SEC.

Enterprise Risk Management Program
ERM PROGRAM

ERM PROCESS• Evaluates risk in numerous areas within MSCI, including
technology; cybersecurity, privacy and data protection;clients; people, including talent management and DE&I;
financial resilience; legal, regulatory and compliance;and corporate responsibility, including areas such as
climate risk

• A quarterly and ongoing process designed to identify,
assess and manage MSCI’s risk exposures over the
short-, intermediate and long-term, including byconsideration of a variety of factors as part of a single
risk-assessment framework that considers:• Informed by our management-level Enterprise Risk
Oversight Committee (“EROC”), chaired by our CFO• Provides the flexibility to make changes and to identify
new risks on an on-going basis, and senior leaders
engage with the CFO and Enterprise Risk Management
Officer to escalate risks as appropriate• velocity, or potential speed of onset, of a risk,• impact of a risk, and• likelihood of a risk
• On a quarterly basis, the Audit Committee is updated on
MSCI’s ERM program by our Enterprise Risk
Management Officer, including an overview of risks andtrends• Quarterly presentations to the Audit Committee include
more detailed discussions of emerging risk topics andtrends; the Chair of the Audit Committee informs theBoard of any key updates during reports to the Board

Role of the Board, Committees and Management
In order to maintain effective Board oversight, the Board delegates to individual committees certain elements of its oversightfunction, as described below. The Board then receives regular updates from its committees on individual categories of risk,
including strategy, reputation, operations, climate change, corporate responsibility, people, technology, data, legal andregulatory. Our Board’s focus on overseeing risk management also enhances our directors’ ability to provide insight andfeedback to senior management, who regularly interact with, and report to, the Board and its committees on risk matters.

2024 PROXY STATEMENT

45

Board of Directors
The full Board reviews the risks associated with MSCI’s strategic plan and discusses the appropriate levels of risk in light of MSCI’s
business objectives. This review is done through an annual strategy review process and from time-to-time throughout the year as part ofthe Board’s ongoing review of corporate strategy.
On an ongoing basis, the Board receives quarterly written reports on enterprise-level risks and receives regular reports from each of its
committees on their areas of risk oversight.

Committees
Committees are responsible for monitoring and reporting to the full Board on risks associated with their respective areas of oversight. In
connection with its oversight responsibilities, each Committee meets with the members of management who are primarily responsible
for the management of risk in their respective areas, including, among others, MSCI’s CFO, Chief Human Resources Officer, GeneralCounsel, Corporate Secretary, Head of Compliance, Head of Government and Regulatory Affairs, Chief Responsibility and Diversity
Officer, Chief Technology Officer, Chief Information Security Officer, Global Controller, Head of Tax, Head of Internal Audit andEnterprise Risk Management Officer.

Compensation Committee• Oversees risks associated with
MSCI’s compensation practices(including reviewing whether any
risks arising from MSCI’s
compensation practices arereasonably likely to have a material
adverse effect on MSCI) in
consultation with external
compensation consultants• Oversees risks associated with
MSCI’s human capital management
strategies, including related to
MSCI’s DE&I programs and practices

Governance Committee

Strategy Committee• Oversees risks related to our overall corporate
governance (including the effectiveness,structure and succession of the Board), related
person transactions and political activities
practices and disclosure• Oversees risks related tocertain financial matters,
including capital allocation,
financial planning, credit andliquidity and related policies• Monitors evolving risks related to corporate
responsibility strategy, including ESG andclimate matters, programs and reporting• Monitors and provides
guidance on strategic
objectives, including on
mergers, partnerships andacquisition opportunities,
execution and integration• Receives annual reports from our Head ofCompliance and the Chief Compliance Officer of
MSCI ESG Research LLC, an SECregistered investment advisor• Receives annual updates on governance trends
and benchmarking of peers and best practices

Audit Committee• Oversees MSCI’s ERM activities, including receiving quarterly reports from the Enterprise Risk Management Officer• Oversees MSCI’s accounting and financial reporting processes and the integrity of MSCI’s financial statements and internal controls,
including receiving quarterly reports from MSCI’s independent auditor• Oversees MSCI’s technology and cybersecurity risks, with quarterly reports from the Chief Information Security Officer, informed bydiscussions with, and assessments from, external information security advisors• Oversees MSCI’s internal audit function, with quarterly reports from the Head of Internal Audit• Receives regular reports from MSCI’s Disclosure Committee, which meets at least quarterly to review the adequacy of the Company’s
disclosure controls and proceduresManagement
Our management team has day-to-day responsibility for identifying, assessing and managing risks and opportunities. In assessing theserisks and opportunities, management regularly interacts with outside advisors, including external information security advisors,compensation consultants, counsel, financial advisors and others. The Company’s EROC oversees the Company’s key risk management
activities to ensure that the Company is identifying, evaluating and managing risks that may have an impact on the Company’s ability toachieve its operational and strategic objectives. Other management-level teams and committees with risk oversight responsibilities
including the following:

46

MSCI | Corporate GovernanceBusiness Resiliency

Corporate Responsibility

Cybersecurity

Develops and executes strategies andprocesses to assess the severity,
probability and scale of businessinterruption events and supportsbusiness continuity plans, with regular
reporting to the Audit Committee

Assesses ESG and climate-related risks and leads
initiatives of the Company’s corporate responsibility
program with regular reporting to the Audit
Committee (via the ERM framework) and theGovernance Committee

Assesses and mitigates the risks posedby cybersecurity incidents andcyber-attacks impacting the Company’s
data and information systems, withregular reporting to the Audit Committee

Compliance

Disclosure Committee

Internal Audit

Oversees risk associated with theCompany’s ethics and complianceprograms, led by our Head ofCompliance, who reports directly to ourGeneral Counsel and provides updates
to our Governance Committee on anannual basis, with consideration of
relevant policies and practices
throughout the year

Assesses and mitigates risk associated with theCompany’s disclosure controls and procedures andconsiders disclosure regarding various specificrisks, including regulatory, litigation, cybersecurity
and key client risks, with regular reporting to the
Audit Committee and regular review by theEnterprise Risk Management Officer ofkey disclosures

Responsible for acting as an independent
assurance function and closely
coordinates with the risk management
program to ensure the annual audit planis informed by the Company’s key risks,with regular reporting to the Audit
Committee, including quarterly executive
sessions during which management is
not present

Cybersecurity and Information Security Awareness
Our Board recognizes that the security of our technology is integral to our products, our business processes, and our
infrastructure. We have an enterprise-wide IT security program designed to secure our technology infrastructure, networks,
data, products, and services, and we have implemented several processes, technologies, and controls to aid in our efforts to
identify, assess and manage related risks. Our Chief Information Security Officer (“CISO”) manages this program incollaboration with our business and corporate teams. We have cybersecurity specific policies, standards and procedures, andour cybersecurity program has been developed based on industry standards, including the U.S. National Institute of Standards
and Technology (“NIST”) Cybersecurity Framework and International Organization for Standardization (“ISO”) information
security standards. The MSCI Information Security Management System has also achieved ISO/IEC 27001:2022 certification.
In addition, our management-level Information and Technology Risk Oversight Committee (“ITROC”), led by our CISO, andwhich includes senior leaders such as our President and COO, CFO and General Counsel, among others, provides oversight
relating to cybersecurity and technology-related risks that may present significant impacts to our operations, clients,
reputation and financial position, and the considerations of the ITROC are fully incorporated into our overall ERM framework.
Our IT security program also includes an incident response plan that provides procedures for how we detect, respond to andrecover from cybersecurity incidents, including processes designed to triage, assess severity, escalate, contain, investigate
and remediate the incident, as well as to comply with potentially applicable legal obligations and to mitigate potential brandand reputational damage.
On a quarterly basis, our CISO updates the Audit Committee on the Company’s IT security program, including an overview ofrisks and trends, results from third-party assessments, progress towards predetermined risk-mitigation-related goals, ourincident response plan, and cybersecurity threat developments, as well as the steps management has taken to respond tothese topics. This quarterly update is also made available to the full Board, and the Chair of the Audit Committee informs theBoard of any key updates during quarterly reports to the Board. The Board also conducts an annual education session on
cybersecurity trends and risks. Additional information regarding our IT risk management is detailed in our 2023 Annual Reporton Form 10-K.

Privacy AwarenessIntegrated with our IT security program and our enterprise risk program is our global privacy program. Our privacy program is
led by our Chief Privacy Officer and the members of the MSCI Privacy Office, which reports to our CISO, and has beendeveloped based on industry standards, including the NIST Privacy Framework. Our Privacy Steering Committee meets on aquarterly basis to review key risks and trends, progress on key initiatives, focus topics and regulatory developments. The
Privacy Steering Committee is an essential component of our efforts to safeguard the processing of personal, sensitive andconfidential data at MSCI and provides cross-functional oversight of our privacy program. We also regularly undertake regularprivacy and data protection training and testing of our employees. Our CISO’s quarterly updates to the Audit Committee
include updates on our privacy program.

2024 PROXY STATEMENT

47

Corporate Responsibility
As a leader in providing ESG and climate solutions to investors, we also aim to demonstrate leading corporate responsibility
practices and policies that are meaningful to our various stakeholders, including our shareholders, clients and employees.
Our commitment to corporate responsibility is embodied in three pillars:

Our Approach to Corporate Responsibility

1

ENVIRONMENTALSUSTAINABILITYManage carbon emissions
and climate risks andopportunities, andimplement sustainable
operational practices

2

SOCIAL
PRACTICES
Act responsibly and enable
our people to deliver
innovative products andresearch to the market

3

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

48

MSCI | Corporate Governance

The Board’s Oversight of Corporate Responsibility
Board of Directors
Governance Committee

Compensation Committee

Audit Committee

Strategy Committee• Chief Responsibility and• Chief Human Resources• CFO and Global Controller report• Ensures that relevant

Diversity Officer provides
quarterly updates• Corporate Secretary
oversees annual review ofcharters and Board policies• Head of Complianceprovides annual update• General Counsel oversees
annual review of governancetrends and benchmarking ofpeers and best practices• Governance Committee
oversees shareholder
engagement on corporate
responsibility matters,
including participation by
Board members in theannual Corporate
Responsibility Roadshow

Officer reports on seniorleader succession andprogression planning reviews• Chief Responsibility andDiversity Officer provides
updates on DE&I initiatives
and strategic enhancements• Head of Compensation and
Benefits incorporates theCompensation Committee’s
recommendations
into executive
compensation program• Compensation Consultant
advises Compensation
Committee on risk
assessment and peer andbest practices

on quarterly earnings, including
review process and key issues• Independent Auditor oversees
integrity in financial reporting• Internal Auditor reports to Audit
Committee and provides
quarterly updates on audit
activities, findings and assurance• Enterprise Risk Management
Officer and Chief Information
Security Officer provide quarterly
updates, including on any
cybersecurity issues• General Counsel provides
quarterly updates on Disclosure
Committee process and issues,
as well as legal and regulatory
risks and issues

climate opportunities andconsiderations areintegrated into ourbusiness strategy• Reviews strategy foreach product line,
including ESG andClimate, at annual Board
strategy meeting• Advises on key
partnership andacquisition opportunities
that support strategic
priorities, including toenhance ourclimate-related products
and services

Risk Oversight of Corporate Responsibility
MSCI’s EROC is also integrated into our corporate responsibility governance. The EROC oversees MSCI’s risk-management
activities to ensure that MSCI has an effective process designed to identify, evaluate and manage risks that may have an
adverse impact on MSCI’s ability to achieve its operational and strategic objectives. Climate-related risks, including transitionand physical climate risks, are integrated into MSCI’s ERM reporting. The Audit Committee receives a quarterly update fromthe Enterprise Risk Management Officer on the work of the EROC, which includes reporting on climate-related risks.
Additional information on our corporate responsibility efforts, including our published sustainability reports andcarbon-emissions reporting, can be found on our Corporate Responsibility website (https://www.msci.com/who-we-are/corporate-responsibility).

2024 PROXY STATEMENT

49

Focus on Climate: Key Highlights
As a leader in ESG and climate research, data and applications, MSCI is also committed to managing climate risk. We arefocused on reducing our carbon footprint and ensuring our approach is well-aligned with our tools and solutions. Some recent
areas of progress include the following.
COMMITMENTS &POLICIESNEW ACTIONS• Continued working to reach our goalof net-zero emissions across thevalue chain by 2040 from a 2019base year, with targets validated by
the Science Based Targets
initiative (SBTi)• Introduced Internal Carbon
Pricing for all business travel toraise awareness of our efforts toachieve emissions reductions
and incentivize lower carbon
business travel• Updated our Supplier Code of
Conduct to specify theenvironmental requirements we haveof our suppliers• Supplier Sustainability andDiversity Team engaged withkey suppliers to set, and reportprogress on meeting,science-based carbon
reduction targets

TRANSPARENCY
THROUGH REPORTING• Published Sustainability Reports
and Policies, including:• Fifth CDP Report, which received
a score of A- for the third
consecutive year
• Receiving limited assurance overour 2022 emissions reporting

Additional information on our corporate responsibility efforts, including our published sustainability reports andcarbon-emissions reporting, can be found on our Corporate Responsibility website (https://www.msci.com/who-we-are/corporate-responsibility).

Human Capital Management
MSCI is committed to creating a performance culture with a high degree of employee engagement. Our talent and leadershipdevelopment programs are designed to ensure we have the right people with the necessary skills to deliver on MSCI’s strategy,
including a workplace that values and promotes diversity, equity and inclusion.
The Compensation Committee has oversight over talent management matters, including efforts relating to succession andprogression planning, career progression and retention strategies, and learning and leadership development programs. In
addition, this Committee oversees our efforts relating to our corporate culture, such as our DE&I strategy and our employee
engagement. Our Chief Human Resources Officer, our Chief Responsibility and Diversity Officer and our Head of Talent reportto our Board regularly on DE&I initiatives, our work towards enhancing corporate culture and our senior talent pipeline andtalent management strategies. We also engage with our shareholders around these aspects of our human capitalmanagement strategies. Additional information on our human capital management priorities can be found on the “Corporate
Responsibility” section of our website (https://www.msci.com/who-we-are/corporate-responsibility/social-practices).

50

MSCI | Corporate Governance

Human Capital Priorities
LEARNING AND DEVELOPMENT
We want our employees to actively participate in taking responsibility
for their professional growth, and we provide the tools, programs andtraining to enable them to do so. We help our employees understandhow their work and potential aligns with our overall strategy, whileproviding regular feedback and coaching to help develop
their careers.
MSCI offers on-demand learning tools covering a wide range of topics
with numerous options for employees to pursue self-paced careerdevelopment opportunities. In 2023, more than 230,000 learning
resources were viewed on our Learning@MSCI platform. This included
an average of three hours of self-paced learning per employee. In 2023,
our employees that participated in facilitated, live learning events spentapproximately nine hours on average in such events. We also sponsor
and reimburse employees for certain certifications and membershipdues, ongoing education and relevant industry conferences
and seminars.

DIVERSITY, EQUITY AND INCLUSION
We have operationalized our DE&I efforts across three strategicpillars relating to talent, senior leader engagement andaccountability, and stakeholder engagement.
We link 10% of target annual cash incentive for all Managing Directors
under our AIP program to DE&I Goals. We utilize an Executive
Accountability Framework to establish the philosophy and process forassessment of these DE&I Goals and overall DE&I performance.

EMPLOYEE WELLBEING

2023 NOTABLE DEVELOPMENTS• Launched internal career mobility program tofoster a strong culture of opportunity byhelping employees across different teams
and functions progress in their careers• Launched MSCI Alumni Community andProgram to build an active alumni
community and recruitment outcomes• Invested in managerial capabilities for over
300 people managers to support
accountability, career development and an
inclusive and equitable work environment• In December 2023 employee engagement
survey, achieved a 82% response rate, andthe percentage of respondents characterized
as fully engaged was 75%, the highest since
we implemented the survey in 2011
• Disclosed diversity data aligned to SASB
categories for third year; published 4th
Consolidated EEO-1 Report• Launched Inclusive Leadership
Training Program• Conducted annual pay equity review• Enhanced and refreshed MSCI
Cultural Values
TOTAL EMPLOYEES: GENDER(1)We have a long-standing commitment to the health, safety andwell-being of our employees. We have increased communications
about employee assistance programs that provide mental health andemotional wellbeing support as well as resources to help manage
stress and care for individuals and their families. We are committed tosupporting our employees as they operate in a hybrid work
environment through a comprehensive ergonomics program. We arealso engaging in efforts to improve accessibility for employees in ourphysical offices.
Our Global Human Rights Policy reflects our commitment to a safe,
inclusive and diverse workplace, and is annually reviewed by theCompensation Committee. We are also proud to provide highly
competitive benefits to our employees and their family members. We
work to ensure our benefits program remains aligned with — and inmany cases exceeds — current practices in the market.

Male

COMMUNITY(1)

Data as of December 31, 2023.

Not Identified

U.S. EMPLOYEES: RACE/ETHNICITY(1)AsianBlack or African American

White

American Indian or Alaska Native, Native Hawaiian or
Other Pacific Islander or Two or More Races

Not Identified

We encourage and support community involvement through global andlocal initiatives, often led by our Employee Resource Groups. We
empower teams at all our office locations to identify and support
organizations that have positively impacted their communities. Local
and regional Employee Resource Groups and office leadership teams
determine where they want to have an impact.

FemaleHispanic or Latino

2024 PROXY STATEMENT

51

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

Developing Our Next Generation of Leaders

ONGOINGEXPOSURE AND
REVIEW

High-potential leaders are given exposure to our directors through formal presentations at Boardor committee meetings, informal virtual education sessions, one-on-one meetings with individual
directors and participation in other Board activities. The Board also holds ongoing reviews of ourleadership bench.

FORMAL
SUCCESSIONANDPROGRESSION
PLANNING

The Compensation Committee holds an annual formal succession and progression planningsession, which all directors are invited to attend. This session includes identifying successors, andreviewing succession and progression plans and opportunities to hire from the market, for all
senior management positions, including the CEO and President positions. This session also may
include participation by external talent consultants we have engaged to assist in identifying andevaluating candidates and to ensure that we are considering a large, diverse pool of candidates.
The Compensation Committee annually reviews succession and contingency planning for our CEO
and members of our Management Committee.

Over the last year, the Company made the following senior appointments from its succession and progression pools:
MARCH 2023
• Former Head of ESG and Climate Research appointed to Head of MSCI Sustainability Institute.
• Global Research Managing Director promoted to Head of ESG Research.
• Global Product Managing Director promoted to Head of Climate Strategy.
• Global Research Managing Director promoted to Head of Equity Solutions Research.
JULY 2023• Technology and Data Managing Director promoted to Head of Data Operations and Technology.

52

MSCI | Corporate Governance

OCTOBER 2023
• Head of Private Markets Planning promoted to Co-Head of Private Capital Solutions.
NOVEMBER 2023
• Finance Managing Director promoted to Head of Corporate Finance and Financial Planning and Analysis.
• APAC Head of ESG and Climate Client Coverage promoted to additional role of Head of South Asia Client Coverage

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

2024 PROXY STATEMENT

53

Director Compensation andStock Ownership Guidelines
Director Compensation
Director Compensation Best Practices
Robust Director Stock
Ownership Guidelines

Each non-employee director is required to own a target number of shares of stock of
the Company equal to the sum of the “net shares” resulting from the vesting of the
RSUs granted to such director for each of the last five years.

Anti-Hedging andAnti-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 andtrading on a short-term basis in the Company’s common stock.

Emphasis on Equity Compensation

The most significant portion of non-employee director compensation is the annual
RSU equity award for service on the Board.

Director Compensation Program
The Compensation Committee reviews non-employee director compensation typically every two years and recommends
changes, when appropriate, to the Board. This review includes consideration of MSCI’s non-employee director stock ownershipguidelines. 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 toestablish non-employee director compensation.
DIRECTOR FEESCOMMITTEE MEMBERSHIP FEES

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

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

54

MSCI | Director Compensation and Stock Ownership Guidelines

RSUs granted to non-employee directors are granted on May 1 of each year and vest on the first anniversary of the grant date.
Cash retainers and RSU awards are prorated when a director joins the Board and/or a committee at any time other than May 1.
RSUs granted on or after May 1 vest on the next May 1 to occur following the grant date. For example, if a director joins theBoard on February 1, 2024, his or her prorated RSUs will vest on May 1, 2024. If a director joins the Board on May 31, 2024, hisor her prorated RSUs will vest on May 1, 2025.
RSUs are recognized as an expense in the Company’s financial statements for financial reporting purposes with respect to2023 in accordance with FASB ASC Subtopic 718-10.
Holders of these RSUs are entitled to participate in dividend equivalent payments, and such payments may be settled in cash,
shares of our common stock, or a combination thereof, to be decided by the Company in its sole discretion. Prior to theconversion to shares, RSU holders do not have any rights as an MSCI shareholder with respect to such RSUs, including theright to vote the underlying shares. The RSUs are generally non-transferable; however, our Board may, in its discretion, specify
circumstances under which an award may become immediately transferable and non-forfeitable or under which the award will
be forfeited. The RSUs vest and convert to shares immediately upon termination of service for reasons of death, disability or achange in control. If service as a director terminates for any other reason, all unvested RSUs will be cancelled and forfeitedunless determined otherwise by the Board or the Compensation Committee.
Non-employee directors are reimbursed for expenses incurred in connection with attending Board meetings andeducational sessions.

Director Deferral Plan
Under the MSCI Inc. Non-Employee Directors Deferral Plan (the “Deferral Plan”), our directors are permitted to defer receipt ofshares of our common stock payable in lieu of cash retainers and/or upon conversion of RSUs granted to the director
following the year for which an election has been submitted; provided that an election made by a director within 30 days after
the director becomes eligible to receive a cash retainer or RSUs shall apply to any common stock payable in lieu of such acash retainer and/or upon conversion of such RSUs granted to the director following the date on which the director makes theelection. Receipt of shares of our common stock may be deferred until a future date specified by the director, a termination ofservice from the Board, or the earlier of the two. While the Deferral Plan allows for it, the Board has not yet implemented aprocess for the deferral of cash payments.

2023 Non-Employee Director Compensation
Fees Earned orPaid in Cash(1)(2)
($)

Name

Robert G. Ashe

99,867(6)

Chirantan “CJ” DesaiStock
All OtherAwards(3)(4) Compensation(5)($)($)

234,953

2,785

Total
($)

337,605

—

—

—

—

100,000

184,778

2,191

286,969

Catherine R. Kinney(7)89,736

184,778

116,547

391,061

Robin Matlock

100,192

184,778

3,709

288,679

Jacques P. Perold

115,000

184,778

2,191

301,969

Sandy C. Rattray

115,288

184,778

2,191

302,257

Linda H. Riefler

115,000

184,778

5,911

305,689

Marcus L. Smith

120,384

184,778

2,191

307,353

Rajat Taneja

89,736

184,778

8,771

283,285

Paula Volent

99,867

184,778

2,191

286,836

Wayne Edmunds(1)

Pursuant to MSCI’s Third Amended and Restated Articles of Incorporation, directors hold office for a term expiring at the next annual
meeting of shareholders. The Board term beginning in April 2023 and ending in April 2024 (the “2023 Board Term”) and the Board term
beginning in April 2022 and ending in April 2023 do not coincide with MSCI’s calendar-year fiscal year. Amounts included in the table
above represent cash earned or paid, or stock awards granted, as applicable, during the year ended December 31, 2023. Because directors
are paid for service from May 1 to April 30, any prorated amounts are calculated from the applicable date to May 1 of the relevant
Board term.

2024 PROXY STATEMENT

(2)

55

Cash amounts in this column include the annual retainers and committee fees paid during the year ended December 31, 2023. Four of ourdirectors elected to receive all or a portion of their annual cash retainers in stock as set forth below. The number of shares issued wasdetermined by dividing the aggregate value of the elected portion of the cash retainer by the closing share price of MSCI common stock on
the trading day prior to the grant date ($482.45 for Messrs. Ashe and Taneja and Mmes. Kinney and Volent) and rounding down to the next
whole number. Mr. Taneja elected to defer receipt of such shares until the earlier of (i) June 1, 2025 and (ii) the 60th day after his“separation from service” as a director under the Deferral Plan.
Name

Cash

Stock

Mr. Ashe—$ 99,867.15 (207 shares)

Ms. Kinney—$ 89,735.70 (186 shares)

Mr. Taneja—$ 89,735.70 (186 shares)

Ms. Volent—$ 99,867.15 (207 shares)(3)

Represents the aggregate grant date fair value of RSUs granted in 2023 in accordance with FASB ASC Subtopic 718-10. The fair value iscalculated 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 inour 2023 Annual Report on Form 10-K filed with the SEC on February 9, 2024. The values in this column may not correspond to the actual
value that will be realized by the non-employee directors at the time the RSUs vest. The number of RSUs awarded is determined by dividing
the aggregate value of the RSU award by the closing share price of MSCI common stock on the trading day prior to the grant date ($482.45
for Messrs. Ashe, Edmunds, Perold, Rattray, Taneja and Smith and Mmes. Kinney, Matlock, Riefler and Volent) and rounding down to thenext whole number. For the 2023 Board term, each of Messrs. Edmunds, Perold, Rattray, Taneja and Smith and Mmes. Kinney, Matlock,Riefler and Volent received 383 RSUs and Mr. Ashe received 487 RSUs. These RSUs will vest on May 1, 2024. Ms. Riefler elected to defer
receipt of such shares issuable upon vesting until the 60th day after her “separation from service” as a director under the Deferral Plan.
Ms. Matlock elected to defer receipt of such shares issuable upon vesting until the earlier of (i) June 1, 2033 and (ii) the 60th day after her“separation from service” as a director under the Deferral Plan. Mr. Taneja elected to defer receipt of such shares issuable upon vesting
until the earlier of (i) June 1, 2025 and (ii) the 60th day after his “separation from service” as a director under the Deferral Plan.

(4)

As of December 31, 2023, each of our non-employee directors had the following outstanding stock awards in the form of RSUs: Messrs.
Edmunds, Perold, Rattray, Taneja and Smith and Mmes. Kinney, Matlock, Riefler and Volent each had 383 RSUs outstanding, and Mr. Ashe
had 487 RSUs outstanding.

(5)

Cash amounts in this column include dividend equivalents paid during the year ended December 31, 2023 in connection with theCompany’s payment of its quarterly cash dividend. Each of Mmes. Kinney, Matlock and Riefler received shares of our common stock and acash payment for fractional shares received as a dividend equivalent payment for RSUs and in lieu of receiving a cash dividend payment
for shares, in each case subject to her deferral election (in Ms. Kinney’s case, a prior deferral election that continues to apply with respect
to awards previously deferred). Mr. Taneja received shares of our common stock and a cash payment for fractional shares received as adividend 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.
Name

SharesCash Received for
Fractional Shares

Ms. Kinney$ 113,406.80 (220 shares)$

948.28Ms. Matlock$

2,521.75 (5 shares)$

1,187.69

Ms. Riefler$

4,063.86 (8 shares)$

1,846.68

Mr. Taneja$

6,675.89 (13 shares)$

2,095.39(6)

Mr. Desai was appointed to the Board effective March 11, 2024.

(7)

Ms. Kinney is not standing for re-election at the 2024 Annual Meeting but will remain on the Board through the date of the meeting.

56

MSCI | Director Compensation and Stock Ownership Guidelines

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

2024 PROXY STATEMENT

57

Proposal No. 2

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

Our Board of Directors recommends a vote “FOR” the approval of thecompensation of MSCI’s Named Executive Officers as disclosed in this Proxy
Statement pursuant to the compensation disclosure rules of the SEC.
Proxies solicited by the Board will be voted “FOR” this approval unlessotherwise instructed.

58

MSCI

Compensation
Matters
Compensation Discussion and Analysis

59

Highlights
Executive Summary
2023 Business Highlights
Key 2023 Compensation Decisions

59
59
61
62

Governance and Administration

63

Executive Compensation Philosophy and Goals
Executive Compensation Practices
Executive Compensation Process
Executive Compensation Considerations

63
64
65
66

Review of our Programs
Elements of Executive Compensation
Fixed Compensation
Variable Compensation
Benefits
Employment Agreements
No Excessive Perquisites
Stock Ownership Guidelines

69
69
70
70
79
79
80
80

Other Policies

81

Clawback Policies
Anti-Hedging and Anti-Pledging Policy

81
81

Tax Considerations

82

Compensation Risk Assessment

82

Compensation, Talent and Culture
Committee Report

83

Executive Compensation Tables

84

Summary Compensation Table
Grants of Plan-Based Awards

84
86

Outstanding Equity Awards at Fiscal Year-End

87

Option Exercises and Stock Vested

88

Potential Payments upon Termination or Change
in Control
Estimated Potential Payments upon Termination or
Change in Control

89

CEO Pay Ratio

93

Pay Versus Performance

9492

2024 PROXY STATEMENT

59

Compensation Discussion and Analysis
This Compensation Discussion and Analysis (referred to as the “CD&A”) section summarizes our general philosophy withregard to the compensation of our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”), and our three next mosthighly paid executive officers in 2023 (collectively referred to as “named executive officers” or “NEOs”). The CD&A provides
context for the executive compensation disclosures presented below in both tabular and narrative form. Under its charter, theCompensation Committee reviews the Company’s compensation strategy and reviews and approves executive officer
compensation as well as the Company’s compensation and benefits program generally. The Compensation Committee
approved the compensation structure and amounts for each of our NEOs for 2023, which were materially consistent withthose approved in 2022 and which were designed to further the Company’s strategic objectives.
OUR NAMED EXECUTIVE OFFICERS FOR 2023 ARE:

HENRY A.
FERNANDEZANDREW C.
WIECHMANN

C. D. BAERPETTITSCOTT A.
CRUM

ROBERT J.
GUTOWSKI

Chairman and Chief
Executive Officer

Chief Financial Officer

President and Chief
Operating Officer

Chief Human
Resources Officer

General Counsel

Highlights
Executive Summary
Our executive compensation program is designed to link pay to performance, encourage prudent decision-making and risk
management, and create a balanced focus on short-term and long-term performance that supports shareholder value creation.
In the dynamic and competitive environment in which we operate, it is imperative that we maintain a responsible executive
compensation program that encourages and rewards our leaders for achieving short-term and long-term results.
The following table sets forth the key components of our target-based compensation program in effect in 2023.

Executive Compensation Program
ELEMENTS
Fixed Component:
Base Salary

Variable Components:
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 andtarget equity incentive creates a target total compensation. Actual cash incentive and equity incentive payouts are
dependent upon the achievement of the relevant AIP and LTIP goals tied directly to the performance of the Company,
the product/functional unit and the individual.

60

MSCI | Compensation Matters

We believe that this target-based incentive structure fosters a culture of high performance and accountability and promotes
shareholder interests by closely aligning executive compensation with objectively measured Company performance andstrategic goal attainment as further described below.

Performance-Based Compensation
SHORT-TERM

LONG-TERM(Annual Incentive Plan Cash Bonus)(Equity Grants)

(70%)

(20%)

(10%)

Financial
Performance

Key
Performance
Indicators

DE&I Goals• Restricted Stock Units (cliff-vest after a 3-year
service period)• Performance Stock Units (earned based on absolute
TSR CAGR over a 3-year performance period) with a 1year post-vesting mandatory holding period• Performance Stock Options (earned based on
cumulative revenue and cumulative adjusted EPS overa 3-year performance period)

Aligns NEOs’ interests with stakeholders’ interests by:• Rewarding performance for achievement of strategic
goals, which are designed to position the
Company competitively• Promoting strong financial results andshareholder value• Incentivizing a diverse and inclusive corporate culturethat drives innovation, employee engagement and betterbusiness outcomes

Further aligns NEOs’ interests with stakeholders’interests by:• Promoting an “owner-operator” mindset among seniorleaders with rigorous share ownership guidelines andadditional share retention requirements• Linking a substantial portion of long-termcompensation to the achievement of operational
results (revenue and adjusted EPS) and shareholder
value creation (TSR)

2024 PROXY STATEMENT

61

2023 Business Highlights
Execution on Strategic Priorities
Despite the economic uncertainties and geopolitical and social disruptions that continued throughout 2023, we delivered
another year of strong results. Our intense client-centricity has enabled us to serve as a go-to partner for our clients, and webelieve that our performance in 2023 demonstrates the strength of our execution and the results of our key long-term
investments. We achieved these results in 2023 while our employees continued to deliver exceptional performance.

Strong Financial Performance
OPERATING REVENUESDILUTED EPS / ADJUSTED EPS(1)(Unaudited)

NET CASH PROVIDED BY OPERATINGACTIVITY / FREE CASH FLOW(1)TOTAL NET SALES(2)(Unaudited)(Unaudited)(in millions)(in millions)(1)“Adjusted EPS” and “free cash flow” are non-GAAP financial measures and “Diluted EPS” and “net cash provided by operating activity” arethe corresponding GAAP measures, respectively. See Annex B for definitions and reconciliations of all non-GAAP financial measuresreferenced herein.

(2)

Total Net Sales is defined as gross sales (new recurring subscription sales plus non-recurring sales) less subscription cancellations.

For additional information about key strategic developments and milestones for our NEOs during 2023, please see the details
under “KPI Component and DE&I Goals Component” on page 72 of this Proxy Statement.

62

MSCI | Compensation Matters

Key 2023 Compensation Decisions
We believe our executive compensation program continues to provide effective incentives to our NEOs in leading the Company
to achieve strong performance and motivate them to position the Company for future growth and success. With the help of its
external independent compensation consultant, Semler Brossy, the Compensation Committee continued to carefully consider
relevant internal and external economic and business factors in making decisions relating to our executive compensation
program for 2023.
The Compensation Committee considered shareholder feedback, reviewed peer compensation analyses, kept apprised of thechanging legal and regulatory framework affecting pay practices and reviewed the performance of our NEOs and the Company
as a whole. Based on its evaluation of these factors, and following a substantial update to the executive compensation
program in 2022 based on shareholder feedback, the Compensation Committee approved our executive compensation
program for 2023 that was materially consistent with that approved for 2022 based on its determination that such program
continued to further the Company’s strategic objectives. In particular, we believe our LTIP enhances our pay-for-performance
culture by incorporating shareholder feedback and reviews and that the LTIP supports the Company’s strategic planning while
incentivizing continued stock price appreciation.
In 2023, based on feedback received from shareholders to focus on climate considerations in our executive compensation
program, we required each Management Committee member to have a meaningful climate goal as part of the KPI componentof the AIP, and we expanded our Executive Accountability Framework, which establishes the philosophy and process forassessment of DE&I Goals in our AIP program, to now also cover climate goals. Other changes made to the Company’s
executive compensation program in 2023 included the adoption of a new Financial Statement Compensation Recoupment
Policy in line with new Exchange Act Rule 10D-1 (“Rule 10D-1”).
The key features of the 2023 RSUs, PSUs and PSOs are as follows:
RSUs:• Granted to NEOs other than the CEO and President and COO• Cliff-vest at the end of a three-year vesting period (reflects a change from prior practice of annual ratable vesting)• Long-term value of underlying stock tied to share price• Ensure a base level of stock ownership to foster long-term alignment with shareholders, which is strengthened throughshare retention requirements
PSUs:• Granted to all NEOs
• Cliff-vest at the end of a three-year performance period• May be earned between 0% and 300% of the target number of shares based on achievement of absolute TSR CAGR
performance metric (and between 0% and 200% for 2024 PSU grants); no payout if achievement is below thresholdperformance level• Realize meaningful value only to the extent that shareholders also realize value• Include one-year post-vest mandatory holding period, where such shares, or rights with respect to such shares, may not
be transferred until the expiration of such holding period• Dividend equivalents only paid if and to the extent the underlying award is earned and vests
PSOs:• Granted to all NEOs to further facilitate an “owner-operator” mindset and focus on longer-term strategic goals• Vest upon satisfaction of both a service condition and a performance condition, with the service condition satisfied on
the third anniversary of the grant date
• May be earned between 0% and 200% of the target number of shares subject to the option based on the combined level ofachievement of a cumulative revenue performance goal and a cumulative adjusted EPS performance goal, each weighted
at 50% and measured over a three-year performance period; no payout if achievement is below thresholdperformance level, and any vested PSOs will have no intrinsic value unless the closing share price of MSCI common stock
exceeds the relevant exercise price before expiry• Share price of MSCI common stock must exceed exercise price for a participant to realize value2024 PROXY STATEMENT

63

In addition, our stock ownership and retention guidelines require that all members of our Executive Committee (which includes
senior leaders from across the Company who drive MSCI’s strategy and operations, including our NEOs) must hold sharesequivalent, in the aggregate, to 25% of the “net shares” they receive (i.e., after payment of taxes, exercise price and related
costs) from equity awards granted to them after January 1, 2022. For additional information about our Stock Ownership andRetention Guidelines applicable to our NEOs, please see page 80 of this Proxy Statement.

Governance and Administration
Executive Compensation Philosophy and Goals
We evaluate our executive compensation structure on an annual basis to ensure alignment with our compensation philosophy,business strategy and shareholder priorities. Our compensation philosophy centers around maintaining a compensation
program for our NEOs that is designed to promote the achievement of our short-term and long-term financial and strategic
goals. For additional information on our financial performance, see page 61 of this Proxy Statement.
In addition to the principles described in the “Executive Summary” on page 59 of this Proxy Statement, our executive
compensation program is designed to:• promote achievement of the Company’s financial and strategic goals and provide alignment with the objectives of ourmulti-year strategic planning;• provide a framework to advance our strategic goals and encourage our NEOs to make a long-term commitment to
the Company;• ground compensation determinations on the performance of the Company, the product/functional unit and the individual;• attract, retain and engage top-level talent and provide each NEO with compensation opportunities that are competitive withmarket practices and within our cost structure;• appropriately manage compensation risk in light of our business strategy;• align the long-term interests of our senior executives with those of our shareholders by promoting actions that will allow forsustainable top- and bottom-line growth opportunities and capital returns to shareholders; and• maintain an “owner-operator” culture and strong corporate governance practices.
In furtherance of our pay-for-performance philosophy, the primary financial quantitative metrics used in our incentive
compensation programs generally reflect those used internally to measure our performance and externally to report toinvestors, in particular, revenue and adjusted EPS, which are utilized under both our AIP and LTIP. Many of these measures aretied to cash generation, capital efficiency and generating sustained profitable growth over time, as well as our ability toincrease shareholder value.
Our CEO, Chief Human Resources Officer and CFO annually review the incentive metrics in our executive compensation
program with the Compensation Committee to ensure that the program remains balanced and motivates the achievement of
the go-forward drivers of our business. The financial metrics used in our 2023 executive compensation program were:
MetricAlignment to Broader Strategy

AnnualIncentive
Plan andLong-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 strategicplanning

Adjusted EPS(1)AnnualIncentive
Plan Only

Total Net Sales (formerlyreferred to as Net New Sales)

Measures profitability on a per-share basis, including by adjusting for theafter-tax impact of significant one-time, unusual or non-recurring items; forthe LTIP, measured over a cumulative, three-year basis to align with ourstrategic planning; encourages a focus on profitability and expense
management
Represents the amount of new sales net of cancellations

Free Cash Flow(1)Long-Term
TSR CAGR
Incentive
Program Only
(1)

Monitors cash flow generation and measures cash after capital
investments
Measures total company achievement of shareholder returns andencourages sustained value creation

See Annex B for definitions and reconciliations of all non-GAAP financial measures referenced herein.

64

MSCI | Compensation Matters

2023 Pay Mix
Our executive compensation philosophy provides our NEOs with the opportunity to earn a significant portion of theircompensation in the form of variable incentive compensation (i.e., annual cash incentive awards under our AIP and long-term
equity incentive awards under our LTIP), with the remaining portion of their total compensation as their base salary. Thisemphasis on variable incentive compensation is illustrated in the following pay mix charts:
2023 ANNUALIZED CEO

2023 AVERAGE ANNUALIZED OTHER NEOS

For fiscal year 2023, 93% of our CEO’s target total compensation was variable incentive compensation and 87% of the averageof our other NEOs’ target total compensation was variable incentive compensation.

Executive Compensation Practices
Our executive compensation practices incorporate the following corporate governance best practices that protect the interestsof our shareholders and are consistent with high standards of risk management.
WHAT WE DO✔ Emphasize variable compensation✔ Provide formula-based annual cash incentive opportunities✔ Subject equity awards to rigorous service- andperformance-vesting requirements✔ Impose rigorous stock ownership guidelines andrequirements on all of our NEOs and other Executive
Committee members, with guidelines among the highest
multiples of base salary in our peer group✔ 12x annual base salary for our CEO and our President
and COO✔ 8x annual base salary for our other NEOs
✔ 4x annual base salary for other Executive
Committee members✔ Require members of our Executive Committee, including
our NEOs, to hold shares equivalent, in the aggregate, to
25% of the net shares they receive (after payment of taxes,
exercise price and related costs) from equity awards until
they no longer serve on the Executive Committee, reflecting
MSCI’s deep commitment to an “owner-operator” culture✔ Maintain clawback policies for incentive basedcompensation (cash and equity) with provisions thatboth comply with and extend beyond those required
under Rule 10D-1, covering a broad range of
detrimental conduct and financial restatements✔ Provide for double-trigger vesting upon a change
in control✔ Only pay dividend equivalents on PSUs if and when
the underlying award vests✔ Make CEO’s and President and COO’s equity grants
entirely in awards tied to performance metrics, tofocus 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 understandingof peer and best practices✔ Incorporate into our AIP program DE&I-related goals
for all Managing Directors and climate-related goals
for Management Committee members✔ Engage with shareholders and incorporate feedback

WHAT WE DON’T DO
Do not provide gross-ups to cover excise taxes
Do not allow any directors or employees, including all
NEOs, to hedge or pledge our common stock, engage inshort sales, purchases or sales of options, puts or calls, aswell as derivatives such as swaps, forwards or futures ortrade on a short-term basis in our common stock

Do not allow repricing of options or stock
appreciation rights awards without
shareholder approval
Do not provide for “liberal” share recycling whenshares are tendered or withheld to satisfy tax
withholding obligations or as payment of an option
exercise price2024 PROXY STATEMENT

65

Executive Compensation Process
The executive compensation program described in this section is the result of a year-long process.
JANUARY/EARLYFEBRUARY• The Compensation Committee reviews and determines the AIP awards for prior-year performancefor NEOs based on an assessment of the Company’s achievement of the financial metrics
established for the prior year, as well as the executive’s achievement of individual KPIs and DE&I
Goals for the prior year.
• The CEO makes recommendations to the Compensation Committee on compensation for NEOs(other than his own performance, which is reviewed by the Compensation Committee), and theCompensation Committee takes these recommendations into consideration in reaching its final
compensation decisions. When making compensation decisions for our CEO and other NEOs, theCompensation Committee also considers the views of the other independent directors.
• Certify achievement of performance metrics applicable to any equity awards granted inprior 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 theCompany’s recent performance, peer analysis and the executive’s individual performance andpotential future contributions.

MARCH• Consider risks arising from the Company’s incentive compensation plans.
• Review investor areas of focus.

APRIL• Review Say-on-Pay voting recommendations from proxy advisors and the shareholder vote at ourannual meeting.
• Review and approve KPIs and DE&I Goals for current year’s AIP.

JULY TOOCTOBER• Review our performance culture.
• Review senior management fit for role and potential successors.
• Review peer group.
• Compensation consultant reports on compensation practices and trends in the industry.
• Review design of next year’s executive compensation programs.

NOVEMBER• NEOs summarize preliminary results against their current-year KPIs and DE&I Goals.
• Meet with shareholders to discuss our executive compensation practices and policies andcollect feedback.

DECEMBER• Finalize design of executive compensation program for upcoming year and review preliminary
recommendations for actual and target levels of compensation.

ONGOING• Management provides feedback from shareholder outreach regarding our executive
compensation program.
• Review progress made on performance metrics.
• Monitor performance against financial performance metrics.
• Monitor compliance with stock ownership guidelines.
• Monitor and assess regulatory developments and new disclosure requirements.

66

MSCI | Compensation Matters

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

Executive Compensation Considerations
The Compensation Committee considers a range of factors in determining compensation components and settingcompensation amounts. In addition to reviewing NEO performance against annual goals, various financial and operational
metrics, KPIs and DE&I Goals, the Compensation Committee reviews peer group analyses provided by Semler Brossy (used asa 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 thebest approach for the Company, as it enables the Compensation Committee to balance competing interests, address evolving
priorities and meet Company objectives.

2023 Say-on-Pay Vote Results
In 2023, 98.2% of the votes cast on the Say-on-Pay Advisory Vote were voted in support of the compensation of our NEOs.

Shareholder Engagement
MSCI has established a robust process for engaging shareholders on executive compensation. On at least an annual basis, wemeet with shareholders to provide an overview of our executive compensation program and highlight recent changes, if any. In
our 2023 Corporate Responsibility Roadshow, the Company contacted shareholders representing approximately 55.5% of ouroutstanding shares and met with shareholders representing approximately 35.6% of our outstanding shares as of September
30, 2023 in individual meetings to discuss our corporate responsibility practices, including our executive compensation
program. None of the shareholders expressed significant concerns with the Company’s compensation program, and theshareholders generally reacted positively to the Company’s current compensation program.
Our 2023 and 2024 compensation programs reflect feedback we considered from our shareholders over the last several years,
including meaningful changes that we incorporated in 2022.

2024 PROXY STATEMENT

67

RECENT ENHANCEMENTS IN RESPONSE TO SHAREHOLDER FEEDBACK
WHAT WE HEARD

WHAT WE DID

WHYRequest to lower the PSU
payout maximum

Beginning with awards granted in 2024,
we lowered the payout maximum forannual PSUs from 300% to 200%

We believe a lower PSU payout
maximum better aligns with market
practice and is directly responsive toshareholder feedback

Focus on climate
considerations in executive
compensation program

In 2023, we required each Management
Committee member to have ameaningful climate goal as part of the
KPI component of the AIP, andexpanded our Executive Accountability
Framework to include our philosophy
for setting climate goals

We believe that our most seniorleaders should contribute to theCompany’s climate goals by setting
individual related goals

Greater support for an“owner-operator” culture
through enhanced
share retention

In 2022, the Compensation Committee
further amended our stock ownershipguidelines to adopt more rigorous
requirements that reflect among thehighest multiples of base salary in ourpeer group

We believe that significant stock
ownership at the senior-most levels of
leadership promote an“owner-operator” culture and focus oursenior leaders on long-term
shareholder value creation

Inclusion of financial andoperating metrics in
LTIP awards

In 2022, we incorporated PSOs into our
LTIP that are earned based on the
combined level of achievement ofoperating and financial metrics
measured over a cumulative three-year
performance period

We believe that grants of PSOs with afocus on financial and operating
metrics that complement the TSR
metric used in PSUs provide greater
incentives for the execution of theCompany’s strategic plan

Request for disclosure aroundhow our Compensation
Committee assessed
performance for purposes of
DE&I Goals

In 2022, we added disclosure regarding
NEO performance with respect to DE&I
Goals as well as the Company-wide
approach to assessing performanceagainst DE&I Goals through our
Executive Accountability Framework

We believe it is important to convey
transparent information about theachievement of DE&I Goals by our
senior leaders as well as ourframework for assessing those goals

Enhance retention and promote
long-term shareholder
value creation

In 2022, we revised the vesting structureof annual RSU grants to cliff-vest 100%at the end of a three-year service period(rather than annual ratable vesting over athree-year period)

We believe cliff-vesting further
enhances our pay-for-performance
cultureThe Company will continue to maintain an active dialogue with shareholders and evaluate feedback on issues of importance tothem, including the metrics that drive each of our NEO’s compensation. For additional information about our shareholder
engagement efforts, please see page 41 of this Proxy Statement.

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 selectedcompanies 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.

68

MSCI | Compensation Matters

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

Ticker

GICS Classification

MSCI Inc.

MSCI

Financials—Capital Markets—Financial Exchanges and Data

Aspen Technology, Inc.
Black Knight, Inc.

AZPN
BKI

Information Technology—IT Services—Application Software
Information Technology—IT Services—Data Processing andOutsourced Services

Dun & Bradstreet Holdings, Inc.

DNB

Industrials—Professional Services—Research and Consulting Services

Equifax Inc.

EFX

Industrials—Professional Services— Research and Consulting Services

FactSet Research Systems Inc.

FDS

Financials—Capital Markets—Financial Exchanges and Data

Fair Isaac Corporation

FICO

Information Technology—Software—Application Software

Gartner, Inc.

IT

Information Technology—IT Services—IT Consulting and Other Services

MarketAxess Holdings Inc.

MKTX

Financials—Capital Markets—Financial Exchanges and Data

Moody’s Corporation

MCO

Financials—Capital Markets—Financial Exchanges and Data

Morningstar, Inc.

MORN

Financials—Capital Markets—Financial Exchanges and Data

SEI Investments Company

SEIC

Financials—Capital Markets—Asset Management and Custody Banks

S&P Global Inc.

SPGI

Financials—Capital Markets—Financial Exchanges and Data

SS&C Technologies Holdings, Inc.

SSNC

Information Technology—Software—Application Software

TransUnion

TRU

Information Technology—Software—Application Software

Verisk Analytics, Inc.

VRSK

Industrials—Professional Services—Research and Consulting Services

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

2024 PROXY STATEMENT

69

Review of our Programs
Elements of Executive Compensation
Our executive compensation program in 2023 consisted of the following elements.
Compensation
Element

ANNUALBASE SALARY

Type of Pay

Purpose2023 Program

Fixed – Cash

Provides certainty andpredictability to meet ongoing
living and other financial
commitments• The only fixed component of
our executive compensation program

STARTS ON
PAGE 70

Guaranteed compensation in
exchange for investing in acareer with MSCIANNUALINCENTIVE(Cash Bonus)

Variable, ShortTerm,
PerformanceBased – Cash

STARTS ON
PAGE 71

Provides a competitive annual
cash bonus opportunity
Intended to drive one-year
performance results against
financial targets and other
Company, individual andleadership-focused goals• For 2023, represented 7% of our CEO's
target total compensation and an
average of 13% of our other NEOs'
total target compensation• Metrics vary by executive, but include:• Financial Metrics (70% weighting);
for NEOs consisting of:• Revenue• Adjusted EPS• Total Net Sales (formerlyreferred to as Net New Sales)• Free Cash Flow
• Key Performance Indicator/
Leadership Effectiveness Goals(20% weighting)• DE&I Goals (10% weighting)

LONG-TERM
INCENTIVESSTARTS ON
PAGE 75

Variable, LongTerm,
Time and
PerformanceBased – Equity• RSUs• PSUs• PSOsFosters an “owner-operator”
mindset; closely aligns
management’s interests withthe long-term interests ofour shareholders
Promotes the retention of
key members of ourmanagement team

• RSUs which cliff vest after a threeyear vesting period• PSUs which vest based onachievement of an absolute TSR
performance metric over a cumulative
3-year performance period, with a
1-year post-vesting mandatory
holding period• PSOs with a three-year performance
period which vest based on the
combined level of achievement of acumulative adjusted EPS performance
metric and a cumulative revenue
performance metric• Each of Messrs. Fernandez and Pettit
received 100% of their LTIP awards in2023 in the form of performance
awards, with 50% in the form of PSUs
and 50% in the form of PSOs, withother NEOs receiving a mix of 30%
RSUs, 35% PSOs and 35% PSUs

70

MSCI | Compensation Matters

Fixed Compensation
Annual Base Salary
Base salary is the only fixed component of our executive compensation program. The annual base salary element offers ourNEOs a measure of certainty and predictability to meet ongoing living and other financial commitments. In setting basesalaries for our NEOs, the Compensation Committee has sought to establish base salary rates that (i) are competitive withthose provided for similar positions at companies in our peer group and (ii) recognize the experience and performance of theNEO. The Compensation Committee reviews the base salaries of our NEOs on an annual basis.
Name2023 Base Salary Rate ($)

Henry A. Fernandez

1,000,000

Andrew C. Wiechmann

550,000(1)

C. D. Baer Pettit

777,076

Scott A. Crum

550,000

Robert J. Gutowski

500,000(1)

Base salary for Mr. Pettit was paid in British pounds sterling and converted to U.S. dollars using the fiscal year average of daily spot ratesof £1 to $1.243322. Mr. Pettit’s 2023 base salary rate was £625,000.

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; theability to impact overall Company performance; Company, product segment and individual performance; and historicalcompensation 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 andindividual performance, subject to the terms of any applicable plan or arrangement.

2024 PROXY STATEMENT

71

Annual Cash Incentives
The Company awards annual cash incentives pursuant to the Company’s AIP, which closely aligns management’s interests
with those of shareholders by employing a formulaic approach that considers specific financial metrics and individual KPIs
and DE&I Goals when determining cash incentives. Under the AIP, each NEO is eligible to earn an annual target cash incentive
and may receive between 0% and 150% of their target cash incentive opportunity based on attainment of the level of certain
financial performance metrics (together, weighted at 70%), individual KPIs (weighted at 20%) and DE&I Goals (weighted at10%). The Compensation Committee believes that subjecting 70% of the target cash incentive to pre-established performancetargets further promotes shareholder value creation by more directly aligning executive compensation with Company financial
performance and strategic goal attainment.
The following table sets forth the target cash incentive opportunity for each NEO in respect of 2023, as well as the financial,
KPI and DE&I weightings under the AIP for 2023.
Financial Component—Overall
Weighting of 70%
MSCI Metrics
2023 Target CashIncentive ($)

Name

Henry A. Fernandez

Adjusted
Revenue
EPS

Total Net
Sales

Free Cash
Flow

KPIs

DE&I
Goals

1,400,000

20.0%

30.0%

40.0%

10.0%

20.0%

10.0%

Andrew C. Wiechmann

750,000

20.0%

30.0%

40.0%

10.0%

20.0%

10.0%

1,118,990

20.0%

30.0%

40.0%

10.0%

20.0%

10.0%

Scott A. Crum

700,000

20.0%

30.0%

40.0%

10.0%

20.0%

10.0%

Robert J. Gutowski

650,000

20.0%

30.0%

40.0%

10.0%

20.0%

10.0%

C. D. Baer Pettit(1)(1)

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

Financial Component
The threshold, target and maximum for each financial component making up the AIP, as well as the actual results attained for2023, are included in the table set forth below. The combined actual performance achievement for all metrics under thefinancial component of the AIP for 2023 was 104.4% of target.
ThresholdTargetMaximum

Actual% Of Payout (% Of
Target Opportunity)% Of Payout (% Of
Target Opportunity)% Of Payout (% Of
Target Opportunity)% Of Payout (% Of
Target Opportunity)

Metrics

Target$mm(1)MSCI Revenue

2,467.7

95%

50%
50%

100%

105%
110%

150%

90%

100%
100%

100%

12.55
341.0

70%

50%

100%

100%

130%

150%

77.9%

63.1%

1,063.3

85%

50%

100%

100%

115%

150%

107.7%

125.7%MSCI Adjusted EPS
MSCI Total Net Sales
Free Cash Flow
(1)

150%

102.5%
107.7%

124.8%
138.6%

Except adjusted EPS, which is not stated in millions.

In accordance with its authority under the AIP, the Compensation Committee has a regular practice of reviewing financial andoperating targets and making equitable adjustments if necessary to account for the impact of acquisitions or as equitable to
avoid undue harm. When such an adjustment is made, the impact of the adjustment is the same for all similarly situatedparticipants, including our NEOs. In determining the 2023 actual cash incentive amounts, the Compensation Committee madecertain adjustments to the target financial metrics under, and in accordance with the terms of, the AIP, which permits theCompensation Committee to make equitable adjustments, in whole or in part, to any performance measures for certain events
specified in the AIP, including the effect of any acquisition. Specifically, the Compensation Committee made adjustments tothe metrics listed below to take into account the impact resulting from the completion of two acquisitions that occurred in
2023: (1) the acquisition of The Burgiss Group, LLC, which was completed on October 2, 2023 and (2) the acquisition of Trove
Research Ltd, which was completed on November 1, 2023. The Compensation Committee believes that these acquisitionrelated adjustments are consistent with our compensation philosophy and compensation practices and were appropriate toaccount for certain unusual events that were not initially included in the Company’s operating plan.

72

MSCI | Compensation Matters

Original Target$mm(1)

Adjustments$mm(1)

Adjusted Target$mm(1)

2,442.3

25.4

2,467.7

12.63

-0.08

12.55

MSCI Total Net Sales

335.0

6.0

341.0

MSCI Free Cash Flow

1,063.3—

1,063.3

Metrics

MSCI Revenue
MSCI Adjusted EPS(1)

Except adjusted EPS, which is not stated in millions.

Prior to the adjustments described above, the combined performance achievement for all metrics under the financial
component of the AIP for 2023 was 106.4% of target. The adjustments resulted in an impact of -2.0% on the combined
performance achievement largely due to eliminating the impact of additional revenue and net sales resulting from theacquisitions. As a result, the adjustments lowered the combined performance achievement for all metrics under the financial
component of the AIP for 2023 to 104.4% of target for relevant participants, including our NEOs.

KPI Component and DE&I Goals Component
The Compensation Committee believes that including KPIs (20%% of the target AIP cash bonus amount) and DE&I Goals (10%% of the target AIP cash bonus amount) in the AIP provides an opportunity to assess individual results against specific goals
as well as progress against multi-year efforts. The Compensation Committee regularly assesses the non-financial components
and metrics used in the AIP and the weighting of those components and metrics, in addition to considering
shareholder feedback.
In 2023, we continued our commitment to advancing DE&I by continuing to link the AIP target compensation of each Managing
Director, including each of our NEOs, to DE&I progress. Our Managing Directors’ DE&I Goals are intended to align with our
long-term strategy and DE&I objectives. In particular, our CEO’s KPIs and DE&I Goals are directly tied to strengthening
engagement, succession and progression planning and further cultivating MSCI’s culture of inclusion and belonging, all ofwhich build a strong foundation for future growth.
With respect to the DE&I Goals portion of AIP target compensation, our Executive Accountability Framework establishes thephilosophy and process for assessing the DE&I Goals and overall DE&I performance for all Managing Directors, including ourNEOs. The Executive Accountability Framework stresses that creating an inclusive environment is as important as attracting,developing and retaining a diverse employee population. As a result, Managing Directors are assessed on a range ofconsiderations, including those relating to talent development, retention, hiring practices and engagement.
In 2023, in response to shareholder feedback, we also required each Management Committee member to include a meaningful
climate goal as part of the KPI component of the AIP, and expanded the Executive Accountability Framework to now also cover
the assessment of each of these climate goals.
The Compensation Committee based its assessment of each of our NEOs upon its evaluation of the Company’s performanceand the individual performance of each NEO. See page 61 for information on the Company’s financial performance for 2023.

2024 PROXY STATEMENT73

HENRY A. FERNANDEZ
Chairman and Chief Executive Officer
The Compensation Committee noted the following achievements, among others, for Mr. Fernandez, which have positioned
MSCI for long-term value creation and sustained growth going forward:
Financial Performance• Delivered robust financial performance including:• Completed acquisition of Trove Research to expand
voluntary carbon markets solutions• Full-year operating revenues of $2.5 billion, up 12.5%
compared to prior year

• Announced acquisition of Fabric to enhance MSCI’s
offering to wealth managers• Total Run Rate of $2.7 billion, up 16% compared toprior year

• Oversaw expansion of partnership with Google Cloudto accelerate development of gen AI solutions for theinvestment industry• Adjusted EPS* growth of 18%
Capital Allocation• Led proactive and opportunistic capital planning andoptimization, including by:

Climate Leadership• Drove investments in Climate and supported productlaunches such as Corporate Sustainability Insights andthe enhanced Climate Risk Report• Allocating investments to areas expected to deliver
outsized growth and long-term shareholder value• Participated in high-profile speaking engagements related
to climate, including the COP28 summit in Dubai• Enhancing capital structure, including with respect toleverage levels, resulting in second investment-gradecredit rating• Distributed CEO letter engaging with top suppliers toemphasize MSCI’s commitment to reach net-zero by 2040

• Repurchasing approximately 0.98 million shares ofcommon stock for a total value of $458.7 million• Increasing regular quarterly cash dividend by
approximately 32.7% from Q1 2022 to $1.38 per share
Investor Relations• Engaged with investors and analysts to promote a deep
understanding of MSCI’s strategy and drivers of growth• Encouraged broader executive team to engage withinvestors
Strategic Acquisitions and Partnerships• Prioritized strategic acquisitions and partnerships toexpand product ecosystem in key growth areas:• Completed acquisition of Burgiss to enhance private
assets leadership and strengthening multi-asset classofferings*Non-GAAP metric

Client-Centricity• Prioritized client-centricity with an 85% year-over-yearincrease in distinct C-suite meetings, which served to
inform the Company’s understanding and awareness ofclient portfolios, business models and strategies, andresulted in key client wins
• Directed expansion of senior management engagementwith clients to deepen CEO and executive relationships
across MSCI client baseTalent, Culture, Engagement and DE&I
• Supported search efforts for exceptional and experienced
talent, resulting in key senior hires in strategic growthareas• Announced and championed a refreshed list of Cultural
Values and reinforced the connection between Cultural
Values and long-term business performance• Demonstrated leadership and engagement in global DE&I
initiatives, events and programs throughout the year

74

MSCI | Compensation Matters

ANDREW C. WIECHMANN
Chief Financial Officer
In addition to contributions to overall performance, the Compensation Committee noted the following achievements, among
others, for Mr. Wiechmann:• Continued to advance the impact of the Finance function through enhancements to our financial management, financial
forecasting, business execution, and cash and working capital management• Further established scalable processes to support the strong growth of the business with maximum efficiency• Drove effective capital management with over $900 million of capital returned through share repurchases and dividends• Enhanced firmwide strategy, including driving execution and integration of strategic acquisitions• Fostered engagement and alignment across teams; enhanced culture by emphasizing collaboration, communication,
ownership and accountability; supported and promoted company-wide focus on DE&I
• Drove best practices to address MSCI's corporate responsibility commitments, including launching the initial phase ofcarbon pricing and enhancing climate reporting processes to improve control frameworks and disclosures
C. D. BAER PETTIT
President and Chief Operating Officer
In addition to contributions to overall performance, the Compensation Committee noted the following achievements, among
others, for Mr. Pettit:• Enhanced MSCI’s value proposition and market presence by enabling long-term growth opportunities through a number ofacquisitions, and the evolution of technology and marketing capabilities• Improved operational efficiency, product lifecycle management, and finance and client servicing operations to deliver morevalue to clients and stakeholders• Enhanced client engagement and client experience by cultivating strategic partnerships and securing new business
opportunities• Strengthened senior leadership pipeline by prioritizing the development of current leaders and pursuing strategic external
hiring; enhanced internal mobility, junior people manager capability, and alumni recruitment• Promoted a culture of diversity, equity and inclusion that enhanced products, services and processes and increased
employee engagement• Championed corporate responsibility to increase sustainable value for shareholders, grounded in MSCI’s leadership role in
ESG and Climate solutions
SCOTT A. CRUM
Chief Human Resources Officer
In addition to contributions to overall performance, the Compensation Committee noted the following achievements, among
others, for Mr. Crum:• Continued to drive a culture transformation that supports a hybrid work environment, high employee engagement andclear cultural values• Strengthened the senior leadership pipeline by developing current leaders and hiring strategic external talent• Evolved MSCI’s approach to compensation to further promote an owner-operator mindset and provide greater
differentiation in payout results based on measurable outcomes• Managed the corporate workplace to enable and support a hybrid work environment, provide physical and virtual support
for collaboration and improve the workplace to attract and retain employees and support clients• Continued to promote DE&I in the workplace and broader community, including by fostering an environment of trust andempowerment and supporting pay equity practices• Embedded corporate responsibility principles and strategy across MSCI, including by managing emissions and climate
risks, enhancing reporting and transparency and implementing policies and practices that reflect strong
governance principles

2024 PROXY STATEMENT

75

ROBERT J. GUTOWSKI
General Counsel
In addition to contributions to overall performance, the Compensation Committee noted the following achievements, among
others, for Mr. Gutowski:• Delivered critical counsel to the Board and senior management to guide sustainable governance considerations and drivea culture of compliance and business ethics• Updated and streamlined client contract structures to reflect greater client-centricity, improve deal speed, and facilitate
solution selling and OneMSCI enterprise transactions and relationships• Enabled innovation by establishing appropriate compliance frameworks and policies to permit and encourage the use anddevelopment of AI tools and capabilities• Engaged closely with regulators and policymakers globally to positively impact regulatory proposals and policy
considerations applicable to MSCI
• Drove improvements in financial, operational and technological processes and controls to reduce risks and enhance
efficiencies through internal audits aligned to key risk areas• Advanced the Company’s DE&I efforts as an active Employee Resource Group Executive Sponsor and champion, by
mentoring diverse employees across a range of functions and seniority levels, and through delivering strategic counsel on
MSCI’s DE&I programs and initiatives• Advanced MSCI's climate goals by advising on climate commitments, carbon targets, carbon pricing and associatedcommunications and disclosures
Actual cash incentives paid in respect of 2023 performance were based on actual performance against the financial, KPI andDE&I Goals targets under the AIP as set forth in the table below. Given our financial performance, coupled with target payoutson the KPIs and DE&I Goals, our NEOs received cash incentives for 2023 that were approximately equal to an average ofapproximately 103.56% of their target values.

2023 Target
Name

Henry A. Fernandez
Andrew C. Wiechmann
C. D. Baer Pettit(1)Scott A. Crum
Robert J. Gutowski(1)Cash Incentive
($)

2023
Financial Payout(70% Weighting
at Target)
Value
($)

2023 KPI
Payout (20%Weighting at Target)

2023 DE&I Goals
Payout (10%)

As % ofTargetValue($)

As % ofTargetValue($)

As % ofTarget1,400,000 1,022,829 104.4%

280,001

100.0%

147,000

105.0%

2023 Total ActualCash Incentive
Value
($)

As % ofTarget

1,449,830 103.56%

750,000

547,944104.4%

150,006

100.0%

78,750105.0%

776,700 103.56%

1,118,990

817,525104.4%

223,807100.0%

117,494105.0%

1,158,826 103.56%

700,000

511,414104.4%

140,006

100.0%

73,500105.0%

724,920 103.56%

474,885

104.4%

130,005

100.0%

68,250105.0%

673,140 103.56%

650,000

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 $1.243322.

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 ofmulti-year performance metrics into variable compensation awards (in addition to the annual financial metrics applicable tocash incentive awards under the AIP).
While equity-based awards are typically granted on an annual basis under our LTIP, we also periodically grant off-cycle LTIP
awards (e.g., for new hire grants, replacement grants, retention grants, etc.). The grant date for any such awards typicallyoccurs once a quarter, on the third full day after a quarterly earnings release.

76

MSCI | Compensation Matters

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

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

President and COO

Other NEOs

RSUs

0%

0%

30%

PSUs

50%

50%

35%

PSOs

50%

50%

35%

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

Henry A. Fernandez
Andrew C. Wiechmann

RSUs
($)

PSUs
($)

PSOs
($)

—

5,500,000

5,500,000

630,000

735,000

735,000

C.D. Baer Pettit—

3,100,000

3,100,000

Scott A. Crum

555,000

647,500

647,500

Robert J. Gutowski

405,000

472,500

472,500

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

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

2024 PROXY STATEMENT77

The table below sets forth the TSR CAGR performance percentage for the 2023 PSUs. There will be interpolation (rounded totwo 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.
TSR CAGR (%)

Performance Percentage (%)≥ 30.0 (maximum)

300

20.0

200

10.0 (target)

100

9.0

50

8.0 (threshold)
< 8.0

25
No Vesting

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

PSOs
The PSOs granted in 2023 will cliff-vest on February 2, 2026, subject generally to the executive’s continued employment with
the Company and the Company’s combined level of achievement of (i) a cumulative revenue performance goal and (ii) a
cumulative adjusted EPS performance goal, each weighted at 50% and measured over a three-year performance period. The
specific performance targets underlying the two PSO performance metrics were calibrated to align with MSCI’s long-term
strategic planning. Goals are set at the beginning of each year with consideration to historical performance, industry
benchmarks, the broader macro-environment and our long-term strategy. Revenue goals support management’s focus on
scaling new products and targeting new customer segments. The incorporation of an adjusted EPS goal provides profitability
discipline, incorporating considerations relating to capital allocation and shareholder value creation.
The 2023 PSOs are eligible to vest between 0% and 200% of target. Thereafter, participants will only realize value on thenumber of PSOs earned, if any, to the extent that the closing share price of MSCI common stock exceeds the relevant exercise
price of the options. In this way, PSOs have an implied “double-performance” mechanism, as two conditions must be met for aparticipant to realize value from an award: (i) fundamental operating performance and (ii) share price growth in excess of theexercise price.
Pursuant to SEC rules, the performance targets underlying the cumulative revenue and cumulative adjusted EPS performancegoals applicable to the 2023 PSOs will be disclosed upon the certification of such performance goals in 2026. We do notdisclose forward-looking performance goals due to confidentiality and competitive concerns, as we believe the disclosure of

78

MSCI | Compensation Mattersforward-looking performance targets that are aligned to our long-term strategic planning could result in competitive harm. We
believe that the performance goals were set at challenging levels and are fully aligned with the rigorous expectations andlong-term interests of our shareholders. However, consistent with market practice, we have committed to retrospectively
disclose the performance goals and payouts following the completion of the relevant performance period. Our shareholders
have generally provided the feedback that they understand this approach.

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

TSR CAGR

Target10.00%

Achievement % Payout

20.00%

200%

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

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

TSR CAGR

Performance Period: 2021-2024
TargetAchievement % Payout

10.00%

10.10%

101%

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

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

2024 PROXY STATEMENT

79

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

President and COO

Other NEOs

RSUs

0%

0%

30%

PSUs

30%

30%

30%

PSOs

70%

70%

40%

RSUs
($)

PSUs
($)

PSOs
($)

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

Name

—

3,480,000

8,120,000

795,000

795,000

1,060,000

C.D. Baer Pettit—

1,950,000

4,550,000

Scott A. Crum

600,000

600,000

800,000

Robert J. Gutowski

435,000

435,000

580,000

Henry A. Fernandez
Andrew C. Wiechmann

Benefits
The Company provides health, welfare and other benefits to remain competitive in hiring and retaining its employees. Our
NEOs are eligible to participate in these benefit plans on the same terms and conditions as all other employees. We do notprovide any special or enhanced benefits to our NEOs.
In the United States and the United Kingdom, the Company has established defined contribution plans for all eligible
employees. Contributions by the Company to these defined contribution plans for our NEOs for the applicable period aredisclosed in the “All Other Compensation” column in the Summary Compensation Table below.

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

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MSCI | Compensation Matters

No Excessive Perquisites
Based on the Company’s philosophy that its executive compensation program should be straightforward and directly linked toperformance, the compensation program for the NEOs does not include any excessive perquisites, excise tax gross-ups or
supplemental executive retirement benefits.

Stock Ownership Guidelines
The Compensation Committee believes that significant stock ownership at the Executive Committee level, among MSCI’s
senior-most leadership, which includes our NEOs, aligns management’s interests with those of our shareholders andencourages an “owner-operator” mindset. As part of the Compensation Committee’s ongoing assessment of the Company’scompensation policies and practices to ensure furtherance of the goals identified above and for alignment with best practices,
effective January 1, 2019, the Compensation Committee adopted stock ownership guidelines.
In January 2022, the Compensation Committee further amended the stock ownership guidelines to adopt more rigorous
requirements that reflect among the highest multiples of base salary in our peer group, as detailed below. As of the date of this
Proxy Statement, all Executive Committee members, including our NEOs, are in compliance with the current stock ownershipguidelines. Each of our CEO and our President and COO significantly exceeds his applicable stock ownership guidelines (seepage 105 of this Proxy Statement for additional details).
Stock Ownership
Guidelines (Pre-2022)

Stock Ownership
Guidelines (Effective 2022)

Chief Executive Officer

6x base salary

12x base salaryPresident and Chief Operating Officer

4x base salary

12x base salary

Other Management Committee Members, including other NEOs

3x base salary

8x base salary

Other Executive Committee Members

3x base salary

4x base salary

Position

All Executive Committee members are required to meet the applicable ownership guidelines under the current stock ownershipguidelines within five years following the date of such executive’s appointment to the Executive Committee (or, if later, five
years from January 1, 2019). For the purpose of determining whether each individual is in compliance with these stock
ownership guidelines and requirements, the following are counted towards satisfaction of the minimum
ownership requirements:(1) shares beneficially owned individually, directly or indirectly;(2) shares beneficially owned jointly with, or separately by, immediate family members residing in the same household, either

directly or indirectly; and(3) “Net Shares” underlying unvested RSUs, unvested PSUs (solely to the extent of any award minimum—i.e., any unvested

PSUs, including PSUs awarded in 2023, that are subject to achievement of outstanding performance goals are notcounted), “in-the money” vested stock options and any other vested or unvested equity awards (as determined in theCompensation Committee’s discretion).
“Net Shares” means the number of shares that would remain if the shares underlying the equity awards are sold or withheld by
the Company to (i) pay the exercise price of a stock option, (ii) satisfy any tax withholding obligations (assuming a tax rate of50%) or (iii) satisfy any other applicable transaction costs.
Until the expected ownership levels are achieved, each Executive Committee member is required to retain 50% of the Net
Shares resulting from the vesting, settlement or exercise, as applicable of all stock options, RSUs, PSUs or other equity awards
granted to such executive.
In addition to the minimum ownership requirements, in 2022, the Compensation Committee approved revisions to the shareretention requirements of the stock ownership guidelines to provide that until an executive ceases to serve on the Company’s
Executive Committee, such executive will be required to retain a number of shares equivalent to, in the aggregate, 25% of the“Net Shares” resulting from the vesting, settlement or exercise, as applicable, of all equity incentive awards granted to suchexecutive after January 1, 2022 (or, if later, the date such executive becomes a member of the Executive Committee). The
Compensation Committee determined that the addition of this 25% “Net Shares” holding requirement would further enhance
our goal of reinforcing an “owner-operator” mindset among senior leaders. This approach will ensure that a portion of the Net
Shares received from every award will be retained while an individual serves on the Executive Committee.

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Other Policies
Clawback Policies
We seek to recover, to the extent practicable, performance-based compensation from members of our Executive 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 Executive Committee
Compensation Recoupment Policy. Under the Company’s Financial Statement Compensation Recoupment Policy, theCompensation 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 Board 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 thefinancial measure contains a material error.
Under the Company’s revised Executive Committee Compensation Recoupment Policy, the Compensation Committee may, tothe extent permitted by applicable law, recoup any incentive compensation (cash and equity) received by members of theCompany’s Executive Committee and the Company’s Principal Accounting Officer in the event of a restatement of financial orother 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 Board may recover up to the amount by which the incentive compensation received exceeds the amount thatwould have been received if the error had not been made within the two years preceding the date on which the Board
determines that the financial or other measure contains a material error.
Under the Company’s revised Executive 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
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 arrangementwith 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 Executive 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.

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.

82

MSCI | Compensation Matters

Tax Considerations
The Compensation Committee takes into consideration the tax implications of our executive compensation program, including
with respect to the tax deductibility of compensation paid under Section 162(m) of the Internal Revenue Code.
In the exercise of its business judgment, and in accordance with its compensation philosophy, the Compensation Committee
continues to have flexibility to award compensation that is not tax deductible if it determines that such award is in ourshareholders’ best interests and is necessary to comply with contractual commitments, or to maintain flexibility needed to
attract talent, promote retention or recognize and reward desired performance.

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

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83

Compensation, Talent and Culture Committee Report
We, the Compensation Committee of the Board of Directors of MSCI Inc., have reviewed and discussed with management theCompensation Discussion and Analysis above. Based on this review and these discussions, the Compensation Committee
recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement andincorporated by reference into the Company’s 2023 Annual Report on Form 10-K filed with the Securities andExchange Commission.
Respectfully submitted,
Jacques P. Perold (Chair)
Wayne Edmunds
Linda H. Riefler
Paula Volent

84

MSCI | Compensation Matters

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

Name and Principal Position

Henry A. Fernandez
Chairman andChief Executive Officer
Andrew C. Wiechmann
Chief Financial Officer
C.D. Baer Pettit
President andChief Operating Officer
Scott A. Crum
Chief Human
Resources Officer
Robert J. Gutowski
General Counsel

Fiscal
Year

2023
2022
2021
2023
2022
2021
2023
2022
2021
2023
2022
2021
2023
2022
2021

Salary Bonus($)(1)($)

1,000,000
1,000,000
1,000,000
550,000
550,000
500,000
777,076
773,397859,819550,000
550,000
550,000
500,000
500,000
450,000

—
—
—
—
—
—
—
—
—
—
—
—
—
—
—

Stock
Awards($)(2)

OptionAwards($)(2)

5,500,207
5,000,359
7,499,592
1,366,050
845,907899,268
3,100,354
2,750,574
3,999,665
1,202,643
1,073,366
1,473,932
878,313780,269
899,268

5,500,190
5,000,159—
735,092
455,129—
3,100,111
2,750,054—
647,637
577,579—
472,531
420,119—

Non-Equity
Incentive Plan
All Other
Compensation Compensation($)(3)($)(4)(5)(6)(7)1,449,830
1,246,410
1,816,100
776,700
667,720
766,330
1,158,826
985,951
1,593,746
724,920623,210908,050
673,140
578,690
836,690342,918
751,888
22,62055,61659,99968,780295,318
419,430
90,21583,436
132,974
33,85749,37056,81355,823

Total($)

13,793,145
12,998,816
10,338,312
3,483,458
2,578,755
2,234,378
8,431,685
7,679,406
6,543,445
3,208,636
2,957,129
2,965,839
2,573,354
2,335,891
2,241,781(1)

Mr. Pettit’s 2023 base salary rate was £625,000.

(2)Represents the grant date fair value of stock and option awards granted during each fiscal year, as computed in accordance with FASBASC Topic 718-10, excluding the effect of estimated forfeitures, and does not reflect whether the NEO will actually receive a financial
benefit from the award. The awards reported in this column were granted in February 2021, February 2022 and February 2023 as part of
the annual compensation process. The following table represents the grant date fair value of stock and option awards granted during
February 2023:
GRANT DATE FAIR VALUE OF STOCK UNITS GRANTED DURING 2023 ($)
Name

Henry A. Fernandez

RSUs

PSUs

PSOs

Total

—

5,500,207

5,500,190

11,000,397

630,489735,561735,092

2,101,142

C.D. Baer Pettit—

3,100,354

3,100,111

6,200,465

Scott A. Crum

555,075

647,568

647,637

1,850,280

Robert J. Gutowski

405,354472,959

472,5311,350,844

Andrew C. Wiechmann

The grant date fair value of the PSUs granted to the NEOs during 2023 was calculated based on the probable outcome of the performance
conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period
determined as of the grant date under FASB ASC Subtopic 718-10, excluding the effect of estimated forfeitures. The grant date value ofthe PSUs granted to the NEOs in 2023 and reported in the table above, assuming the highest level of performance conditions will beachieved (300% of target levels), is $16,500,622 for Mr. Fernandez, $2,206,682 for Mr. Wiechmann, $9,301,063 for Mr. Pettit, $1,942,705
for Mr. Crum and $1,418,876 for Mr. Gutowski. The grant date value of the PSUs is calculated using a Monte-Carlo simulation valuation
model that takes into account all possible outcomes of the performance-based condition, including consideration of maximum payout
value. The amounts reflected in this column and in this footnote do not represent the actual amounts that will be paid to or realized by ourNEOs for awards made during the respective fiscal year.

2024 PROXY STATEMENT

85

The grant date fair value of the PSOs granted to the NEOs during 2023 was calculated using the Black-Scholes option pricing model, in
accordance with FASB ASC Subtopic 718-10. The grant date value of the PSOs granted to the NEOs in 2023 and reported in the table
above, assuming the highest level of performance conditions will be achieved (200% of target levels), is $11,000,381 for Mr. Fernandez,$1,470,184 for Mr. Wiechmann, $6,200,222 for Mr. Pettit, $1,295,275 for Mr. Crum and $945,062 for Mr. Gutowski.
Information regarding the assumptions used to value these awards is set forth in note 11 to the consolidated financial statements
included in the Company’s 2023 Annual Report on Form 10-K.
(3)

Represents the annual cash bonus paid for 2023, 2022 and 2021 performance, as applicable, (i) under the 2023 AIP in February 2024 withrespect to the 2023 performance year, (ii) under the 2022 AIP in February 2023 with respect to the 2022 performance year and (iii) underthe 2021 AIP in February 2022 with respect to the 2021 performance year.

(4)

The Company does not offer defined benefit pension plans or a nonqualified deferred compensation plan to NEOs.

(5)

The amounts reflected in the “All Other Compensation” column for 2023 include Company matching contributions to the MSCI Inc. 401(k)Retirement Savings Plan of $25,740 for each of Mr. Fernandez, Mr. Crum, Mr. Wiechmann and Mr. Gutowski. Company contributions to the
MSCI Barra Group (UK) Personal Pension Plan for Mr. Pettit in 2023 totaled £62,500 ($77,708).

(6)

The amount included in the “All Other Compensation” column includes Company matching contributions to the 2023 UK Medical Coveragefor Mr. Pettit in 2023 equal to for £4,965 ($6,173).

(7)

In connection with the Company’s payment of its quarterly cash dividend, the “All Other Compensation” column includes for 2023
the payment to Messrs. Wiechmann, Crum and Gutowski of dividend equivalents for outstanding RSUs and, for all NEOs outstanding 2020
3-Year PSUs, as follows:
2023 DIVIDEND EQUIVALENTS ($)
2020 3-Year
PSUs

Outstanding RSUs

Name

1Q 2023

1Q 2023

2Q 2023

3Q 2023

4Q 2023

Total

Henry A. Fernandez

317,178——

Andrew C. Wiechmann

18,492

2,846

2,846

—

—

317,178

2,846

2,846

29,876

C.D. Baer Pettit

211,437——

Scott A. Crum

44,404

3,323

3,323

—

—

211,437

3,323

3,323

57,696

Robert J. Gutowski

14,794

2,209

2,209

2,209

2,209

23,63086

MSCI | Compensation Matters

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

Name

Henry
A. Fernandez

Andrew
C. Wiechmann

C.D.
Baer Pettit(2)Scott A. Crum

RobertJ. Gutowski

Type of
Award

Grant
Date

AIP

Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards(1)(2)

Maximum(#)

All Other
StockAwards:Numberof Sharesof Stockor Units(#)

Exerciseor BasePrice ofOptionAwards($)

Estimated Future Payouts
Under Equity Incentive
Plan Awards

Compensation
Committee
Action Date

Threshold($)

Target($)

Maximum($)

Threshold(#)

Target(#)

Grant Date
Fair Valueof Stockand Option
Awards($)(6)—

1/25/2023—

1,400,000

2,100,000

—

—

—

—

—

—

PSU

(4)

2/2/2023

1/25/2023

—

—

—

—

8,001

24,003——5,500,207

PSO

(5)

2/2/2023

1/25/2023

—

—

—

—

27,92455,848—554.525,500,190—

1/25/2023—

750,000

1,125,000

—

—

—

—

—

—

RSU

(3)

2/2/2023

1/25/2023

—

—

—

—

—

—

1,137

—

630,489PSU(4)

2/2/2023

1/25/2023

—

—

—

—

1,070

3,210

—

—

735,561PSO(5)

2/2/2023

1/25/2023

—

—

—

—

3,732

7,464

—

554.52735,092—

1/25/2023—

1,118,990

1,678,485

—

—

—

—

—

—

AIP

AIP
PSU

(4)

2/2/2023

1/25/2023

—

—

—

—

4,510

13,530——3,100,354

PSO

(5)

2/2/2023

1/25/2023

—

—

—

—

15,73931,478—554.52

3,100,111—

1/25/2023—

700,000

1,050,000

—

—

—

—

—

—

RSU

(3)

2/2/2023

1/25/2023

—

—

—

—

—

—

1,001

—

555,075

PSU(4)

2/2/2023

1/25/2023

—

—

—

—

942

2,826

—

—

647,568

PSO(5)

2/2/2023

1/25/2023

—

—

—

—

3,288

6,576

—

554.52647,637—

1/25/2023—

650,000

975,000

—

—

—

—

—

—

RSU

(3)

2/2/2023

1/25/2023

—

—

—

—

—

—

731

—

405,354PSU(4)

2/2/2023

1/25/2023

—

—

—

—

688

2,064

—

—

472,959

PSO(5)

2/2/2023

1/25/2023

—

—

—

—

2,399

4,798

—

554.52472,531

AIP

AIP

(1)

Represents the target and maximum payouts with respect to the AIP for 2023. There are no threshold or minimum payouts under the AIP.
For additional information regarding the AIP, see “Compensation Discussion and Analysis–Variable Compensation–Annual CashIncentives” above.

(2)

Mr. Pettit’s 2023 AIP payment was £932,040.

(3)

Represents service vesting RSUs granted during 2023 that cliff-vest on February 2, 2026, subject to continued service through thevesting date.

(4)

Represents the target number of PSUs granted during 2023 that cliff-vest at the end of a three-year performance period from February 2,
2023 to February 1, 2026, subject to achievement of a TSR CAGR performance metric and continued service through the last day of theperformance period. The actual number of PSUs will be determined at the end of the performance period and may be adjusted down to 0%
or up to 300% of the target amount.

(5)

Represents the target number of PSOs granted during 2023 that cliff-vest and become exercisable on the third anniversary of the grantdate, subject to the combined level of achievement of (i) a cumulative revenue performance goal and (ii) a cumulative adjusted EPS
performance goal, in each case measured over a cumulative three-year performance period from January 1, 2023 to December 31, 2025.
The actual number of PSOs will be determined at the end of the performance period and may be adjusted down to 0% or up to 200% of thetarget amount.

(6)

Represents the grant date fair value of stock and option awards as computed in accordance with FASB ASC Subtopic 718-10. The grant
date fair value for the RSUs was based on the closing share price of MSCI common stock on the trading day preceding the grant date orservice inception date. For PSUs, the grant date fair value is based on the probable outcome of the performance conditions as of the grantdate, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant
date under FASB ASC Subtopic 718-10. For PSOs, the grant date fair value was calculated using the Black-Scholes option pricing model, in
accordance with FASB ASC Subtopic 718-10. For the values of the PSUs and PSOs, assuming attainment of the maximum level of theperformance conditions, see footnote 2 to the “Summary Compensation Table” above.

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87

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

Name

EquityIncentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(#)

OptionExercise
Price($)

Stock Awards
EquityIncentive
Plan Awards:
Market or
PayoutValue ofUnearned
Shares, Units
or Other
Rights That
Have Not
Vested($)(5)

Number of
Shares orUnits of Stock
That
OptionHave Not
Expiration
VestedDate(#)(3)

MarketValue of
Shares orUnits of
Stock That
Have Not
Vested($)(4)

EquityIncentive
Plan Awards:
Number ofUnearned
Shares, Units
or Other
Rights That
Have Not
Vested(#)(5)——

181,297

102,550,648

2,062

1,166,370

6,757

3,822,097——

69,09839,085,284

2,408

1,362,085

15,342

8,678,202

1,601

905,606

5,806

3,284,164

Henry A. Fernandez(2)55,848554.52

2/2/2033

29,564(1)549.83

2/3/2032

7,464(2)554.52

2/2/2033

2,691(1)549.83

2/3/2032

Andrew C. Wiechmann

C.D. Baer Pettit(2)31,478554.52

2/2/2033

16,260(1)549.83

2/3/2032

Scott A. Crum
(2)

6,576

554.52

2/2/2033

3,415(1)549.83

2/3/2032

4,798(2)554.52

2/2/2033

2,484(1)549.83

2/3/2032

Robert J. Gutowski(1)

Represents the award of PSOs that was granted on February 3, 2022, which 2022 PSOs were unexercised and unearned as ofDecember 31, 2023 and remain subject to performance adjustment and forfeiture provisions. These values represent the number of 2022
PSOs each NEO would receive upon vesting, assuming target attainment of the applicable performance goals. This column does not giveeffect to retirement provisions as detailed below under “—Potential Payments Upon Termination or Change in Control—Equity
Acceleration.”(2)

Represents the award of PSOs that was granted on February 2, 2023, which 2023 PSOs were unexercised and unearned as ofDecember 31, 2023 and remain subject to performance adjustment and forfeiture provisions. These values represent the number of 2023
PSOs each NEO would receive upon vesting, assuming maximum attainment of the applicable performance goals. This column does notgive effect to retirement provisions as detailed below under “—Potential Payments Upon Termination or Change in Control—Equity
Acceleration.”(3)

Represents unvested RSUs outstanding as of December 31, 2023. This column does not give effect to retirement provisions as detailed
below under “—Potential Payments Upon Termination or Change in Control—Equity Acceleration.” The number of RSUs included in thistable vest on the following dates for each NEO:
Number of RSUs By Vesting Date
Name

(4)

2/4/2024

2/3/2025

2/2/2026

Total

Henry A. Fernandez

—

—

—

—

Andrew C. Wiechmann

215

710

1,137

2,062

C.D. Baer Pettit

—

—

—

—

Scott A. Crum

506

901

1,001

2,408

Robert J. Gutowski

215

655

731

1,601

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

88

(5)

MSCI | Compensation Matters

Represents outstanding and unvested PSUs held on December 31, 2023 that remain subject to performance adjustment and forfeitureprovisions, 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
Award Year

2019

2020

2021

2021

2022

2023

Term

5-year5-year3-year5-year3-year3-yearMaximum

Maximum

TargetThresholdThresholdTargetPSUs atMaximum
Vesting (#)

PSUs atMaximum
Vesting (#)

PSUs atTargetVesting (#)

PSUs atThreshold
Vesting (#)

PSUs atThreshold
Vesting (#)

PSUs atTargetVesting (#)

Payout Adjustment

Name

84,022(1)

71,184

7,226

(6)

8,710

2,154

8,001

1,356

(2)

2,768

758

(7)

609

196

1,070

C.D. Baer Pettit

23,266(3)

31,638

3,854

(8)

4,645

1,185

4,510

Scott A. Crum

5,686

(4)

6,642

1,011

(9)

812

249

942

1,356

(5)

758

(10)

609

181

688

Henry A. Fernandez
Andrew C. Wiechmann

Robert J. Gutowski

2,214

(1)

Following the performance adjustment, Mr. Fernandez received 84,022 PSUs which vested and converted to shares on February 5, 2024.

(2)

Following the performance adjustment, Mr. Wiechmann received 1,356 PSUs which vested and converted to shares on February 5, 2024.

(3)

Following the performance adjustment, Mr. Pettit received 23,266 PSUs which vested and converted to shares on February 5, 2024.

(4)

Following the performance adjustment, Mr. Crum received 5,686 PSUs which vested and converted to shares on February 5, 2024.

(5)

Following the performance adjustment, Mr. Gutowski received 1,356 PSUs which vested and converted to shares on February 5, 2024.

(6)

Following the performance adjustment, Mr. Fernandez received 7,298 PSUs which vested and converted to shares on February 5, 2024.

(7)

Following the performance adjustment, Mr. Wiechmann received 765 PSUs which vested and converted to shares on February 5, 2024.

(8)

Following the performance adjustment, Mr. Pettit received 3,892 PSUs which vested and converted to shares on February 5, 2024.

(9)

Following the performance adjustment, Mr. Crum received 1,021 PSUs which vested and converted to shares on February 5, 2024.

(10)

Following the performance adjustment, Mr. Gutowski received 765 PSUs which vested and converted to shares on February 5, 2024.

Option Exercises and Stock Vested
The following table contains information with regard to stock options exercised by our NEOs and vesting and conversion ofstock awards held by the NEOs during fiscal 2023.
Option Awards
Number of
Shares Acquired
on Vesting(#)

Henry A. Fernandez
Andrew C. Wiechmann

Stock Awards

Value Realized
on Vesting($)(1)

Number of
Shares Acquired
on Vesting(#)

Value Realized
on Vesting($)(1)——

28,47215,856,057

—

—

2,045

1,140,543

C.D. Baer Pettit——

18,98010,569,962

Scott A. Crum

—

—

4,900

2,732,738

Robert J. Gutowski

—

—

1,679

936,837

Name(1)

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

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89

Potential Payments upon Termination or Change in Control
Change in Control Severance Plan
In the event of a change in control of the Company, Executive Committee members, including all of our NEOs, would be entitledto benefits under the MSCI Inc. Change in Control Severance Plan (the “CIC Plan”), which was adopted by the Board of
Directors in May 2015 and amended in November 2023. The CIC Plan covers participants identified on a schedule attached to
the CIC Plan (subject to any additions to or removals from the participant list by the Compensation Committee), including theCompany’s CEO, CFO and the Company’s other NEOs. In the event of a “Qualifying Termination” (for certain terminations
related to changes in control, as defined in the CIC Plan), participants will receive the severance payments and benefits
specified in the CIC Plan. Severance payments and benefits under the CIC Plan are subject to a “double-trigger” as both achange in control and a termination of the participant’s employment by the Company without “cause” or by the participant for“good reason” (as such terms are defined in the CIC Plan) are required in order for the participant to qualify for payments andbenefits. The CIC Plan does not include any golden parachute excise tax gross-up provisions. Any severance payments andbenefits under the CIC Plan are subject to execution of an agreement by the CIC Plan participant releasing claims against theCompany. Participants are also obligated to comply with confidentiality, non-solicitation and non-disparagement covenants
under their release agreement.

Annual Incentive Plan
In the event of a change in control (as defined in the AIP), unless otherwise determined by the Compensation Committee, theperformance period applicable to any outstanding AIP cash bonus award will cease as of the date immediately prior to thechange in control. The portion of any such award based on performance metrics (other than KPIs and DE&I Goals) will bepayable based on the higher of (i) the Company’s actual achievement of the performance metrics (other than KPIs and DE&I
Goals) for the prorated period ending immediately prior to the change in control and (ii) 100%. The portion of any such award
based on KPIs and DE&I Goals will be payable at 100% of the target. All awards will be payable by the Company (or the
successor or survivor entity) within 60 days of the date of the change in control, prorated for the portion of the applicable
performance period that elapsed prior to the change in control.
If the Company’s successor will not be implementing a comparable annual incentive plan for the remaining portion of the year
in which the change in control occurs, the Compensation Committee may, in its discretion, elect not to prorate the awards. If
any AIP participant is eligible to receive a prorated annual bonus for the year in which the change in control occurs pursuant toany other change in control severance plan, including the CIC Plan, the individual’s prorated annual bonus payable under suchother plan will be reduced by the amount of the bonus paid under the AIP.

Offer Letters
For information regarding certain amounts payable to each of Messrs. Wiechmann and Pettit in connection with an involuntarytermination of employment other than for cause pursuant to the terms of their offer letter or employment letter, respectively,
please see “Employment Agreements” on page 79 of this Proxy Statement.

Equity Acceleration
The descriptions of equity acceleration provisions below apply to the applicable outstanding equity awards as ofDecember 31, 2023.

TERMINATIONS OTHER THAN DUE TO DEATH, DISABILITY, INVOLUNTARY TERMINATION WITHOUT CAUSE,
GOVERNMENTAL SERVICE OR RETIREMENT
Upon termination of an NEO’s employment for any reason other than due to death, disability, involuntary termination withoutcause, certain governmental service or retirement (as such terms are defined in the applicable award agreement), his or her
unvested RSUs, PSUs and PSOs will generally be cancelled immediately. Equity awards granted to NEOs who are eligible forretirement treatment are cancelled following a termination for cause.

DEATH OR DISABILITY
Upon termination of an NEO’s employment due to death or “disability” (as defined in the applicable award agreement):• RSUs. RSUs will vest and convert into shares within 30 days of the termination date.
• PSUs. PSUs will vest and convert into shares on the adjustment date, subject to adjustment based on actual performancethrough the end of the performance period.

90

MSCI | Compensation Matters• PSOs. The service condition will be deemed dully satisfied on the termination date, and the number of PSOs that will
become vested options will be determined based on actual performance through the end of the performance period.

INVOLUNTARY TERMINATION
If the Company terminates an NEO’s employment without “cause” (as defined in the applicable award agreement) and he or
she signs and does not revoke an agreement and release of claims satisfactory to the Company within 60 days of thetermination date:• 2021 RSUs. A prorated portion of the RSUs will vest and convert to shares on the next regularly scheduled vesting dateequal to the product of (i) one-third of the total number of RSUs granted pursuant to the award multiplied by (ii) a fraction,(A) the numerator of which is the total number of months the NEO was employed by the Company during the applicable
12-month vesting period (rounded up to the next whole month) and (B) the denominator of which is 12 months. However,for NEOs who have achieved “62/10 Retirement Eligibility” (as defined in the applicable award agreement), the RSUs will
fully vest on the date of termination and will convert to shares on the original payment schedule.
• 2022 and 2023 RSUs. A prorated portion of the RSUs will vest and convert to shares on the vesting date equal to the productof (i) the total number of RSUs granted pursuant to the award multiplied by (ii) a fraction, (A) the numerator of which is thetotal number of months the NEO was employed by the Company during the vesting period (rounded up to the next wholemonth) and (B) the denominator of which is 36 months. However, for NEOs who have achieved “62/10 Retirement
Eligibility” (as defined in the applicable award agreement), the RSUs will fully vest on the date of termination and will convert
to shares on the original payment schedule.
• 2021, 2022 and 2023 3-Year PSUs. A prorated portion of the target number of PSUs will vest and convert into shares on theadjustment date equal to the product of (i) the target number of PSUs multiplied by (ii) a fraction, (A) the numerator ofwhich is the total number of months the NEO was employed by the Company during the 3-year performance period(rounded up to the next whole month), and (B) the denominator of which is 36 months, subject to adjustment based on
actual performance through the end of the performance period. However, for NEOs who have achieved “62/10 Retirement
Eligibility,” all of the target PSUs (i.e., not prorated) will vest and convert into shares on the adjustment date, subject toadjustment based on actual performance through the end of the performance period.
• 2019, 2020 and 2021 5-Year PSUs. If the termination of employment occurs prior to the second anniversary of the grant date,the PSUs will be forfeited in their entirety. Following the second anniversary of the grant date, a prorated portion of thetarget number of PSUs will vest and convert into shares on the adjustment date equal to the product of (i) the target numberof PSUs multiplied by (ii) a fraction, (A) the numerator of which is the total number of months the NEO was employed by theCompany during the 5-year performance period (rounded up to the next whole month), and (B) the denominator of which is
60 months, subject to adjustment based on actual performance through the end of the performance period. However, forNEOs who have achieved “62/10 Retirement Eligibility,” all of the target PSUs (i.e., not prorated) will vest and convert intoshares on the adjustment date, subject to adjustment based on actual performance through the end of theperformance period.
• 2022 and 2023 PSOs. A prorated portion of the service condition will be deemed satisfied determined by dividing (i) the total
number of months the NEO was employed by the Company during the vesting period (rounded up for partial months) by (ii)
36 months. The number of prorated PSOs that become vested options (if any) will be determined based on actual
performance through the end of the performance period. However, for NEOs who have achieved “62/10 Retirement
Eligibility,” (i) the service condition will be deemed fully satisfied on the termination date and (ii) the number of PSOs that
become vested options (if any) will be determined based on actual performance through the end of the performance period.

GOVERNMENTAL SERVICE
Upon termination of an NEO’s employment as a result of accepting employment with a governmental employer (based on theapplicable award agreement):• 2019 PSUs. If such termination occurs prior to the adjustment date, the PSUs will be adjusted within a range based on the
expected (or actual, if such termination occurs after the end of the performance period) achievement of the performance
metrics for the performance period (which will be determined by extrapolating the performance metrics that have beenachieved as of the end of the most recent fiscal quarter prior to the date on which the NEO’s employment terminates) andsuch adjusted PSUs will vest and convert into shares within 60 days following the termination date. If such termination
occurs following the adjustment date (other than in connection with a cancellation event), the PSUs will fully vest andconvert into shares within 60 days of termination.

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91

RETIREMENT
Upon termination of an NEO’s employment in circumstances that makes him or her eligible for retirement treatment (based on
the applicable award agreement):• 2021 RSUs. For NEOs who have achieved “Legacy Retirement Eligibility” or “55/10 Retirement Eligibility” (as such terms aredefined in the applicable award agreement) but who have not achieved “62/10 Retirement Eligibility,” a prorated portion of
the RSUs will vest and convert to shares on the next regularly scheduled vesting date equal to the product of (i) one-third of
the total number of RSUs granted pursuant to the award multiplied by (ii) a fraction, (A) the numerator of which is the total
number of months the NEO was employed by the Company during the applicable 12-month vesting period (rounded up to
the next whole month) and (B) the denominator of which is 12 months. For NEOs who have achieved “62/10 Retirement
Eligibility,” the RSUs will fully vest on the date of termination and will convert to shares on the original payment schedule.
• 2022 and 2023 RSUs. For NEOs who have achieved “Legacy Retirement Eligibility” or “55/10 Retirement Eligibility” (as suchterms are defined in the applicable award agreement) but who have not achieved “62/10 Retirement Eligibility,” a prorated
portion of the RSUs will vest and convert to shares on the next regularly scheduled vesting date equal to the product of (i)the total number of RSUs granted pursuant to the award multiplied by (ii) a fraction, (A) the numerator of which is the total
number of months the NEO was employed by the Company during the vesting period (rounded up to the next whole month)and (B) the denominator of which is 36 months. For NEOs who have achieved “62/10 Retirement Eligibility,” the RSUs will
fully vest on the date of termination and will convert to shares on the original payment schedule.
• 2019, 2020, 2021, 2022 and 2023 PSUs. For NEOs who have achieved “Legacy Retirement Eligibility” or “55/10 Retirement
Eligibility” but who have not achieved “62/10 Retirement Eligibility,” a prorated portion of the target number of PSUs will vest
and convert to shares on the adjustment date equal to the product of (i) the target number of PSUs multiplied by (ii) a
fraction, (A) the numerator of which is the total number of months the NEO was employed by the Company during the 3- or
5-year performance period, as applicable (rounded up to the next whole month), and (B) the denominator of which is 36 or
60 months, as applicable, subject to adjustment based on actual performance through the end of the performance period.
However, for NEOs who have achieved “62/10 Retirement Eligibility,” all of the target PSUs (i.e., not prorated) will vest andconvert into shares on the adjustment date, subject to adjustment based on actual performance through the end of theperformance period.
• 2022 and 2023 PSOs. For NEOs who have achieved “Legacy Retirement Eligibility” or “55/10 Retirement Eligibility” but who
have not achieved “62/10 Retirement Eligibility,” a prorated portion of the service condition will be deemed satisfied
determined by dividing (i) the total number of months the NEO was employed by the Company during the 3-year
performance vesting period (rounded up for partial months) by (ii) 36 months. The number of prorated PSOs that become
vested options (if any) will be determined based on actual performance through the end of the performance period. For
NEOs who have achieved “62/10 Retirement Termination” (as such term is defined in the applicable award agreement), theservice condition will be deemed fully satisfied and the number of PSOs that become vested options (if any) will be
determined by actual performance through the end of the performance period.

CHANGE IN CONTROLIn the event an NEO’s employment is terminated by MSCI without “cause” or by him or her for “good reason,” in each case,within 24 months following a “change in control” (as such terms are defined in the applicable award agreement):• RSUs. RSUs will vest and convert into shares within 60 days of the date of termination of employment.
• 2019, 2020, 2021, 2022 and 2023 PSUs. PSUs will vest and convert to shares within 60 days of the date of termination of
employment, and the performance metrics will be deemed to have been achieved at the greater of (i) the actual
achievement of the performance metrics for the period commencing on the first day of the performance period and endingon the date immediately prior to the change in control and (ii) 100%.
• 2022 and 2023 PSOs. PSOs will vest and become exercisable and the performance condition will be deemed to have beenachieved at the greater of (i) the actual achievement of the performance condition for the period commencing on the firstday of the performance period and ending on the date immediately prior to the change in control and (ii) 100%.
The following table represents the amounts to which our NEOs or their estates or representatives, as applicable, would havebeen entitled to receive had their employment been terminated on December 31, 2023 or had a change in control occurred on
December 31, 2023.

92

MSCI | Compensation Matters

Estimated Potential Payments upon Termination or Change in Control
Change in Control

Name(1)

Henry A. Fernandez

Involuntary
Termination
Without CauseEquity at Target
Performance($)(1)(2)

Termination
Due to Death,
DisabilityEquity at Target
Performance($)(1)(3)

Termination
Due toGovernmental
ServiceEquity at
TargetPerformance($)(1)(4)

68,015,615

68,015,615

68,015,615

5,008,227

Benefits andPerquisites Cobra / UK
MedicalCash Continuation
Severance
Premiums($)(5)($)(6)

66,281

Termination
Without Causeor for Good
Reason (Following
a Changein Control)-Equity
at Target
Performance($)(1)(7)

68,015,615

Andrew C. Wiechmann

2,880,011

4,584,420

383,5112,573,833—

4,584,420

C.D. Baer Pettit

21,373,738

28,627,798

21,483,474

4,046,501

16,58828,627,798

Scott A. Crum

5,470,827

7,526,656

1,608,143

2,604,120

77,1297,526,656

Robert J. Gutowski

2,573,033

3,898,277

383,5112,392,347

66,281

3,898,277(1)

With respect to RSUs or PSUs, values are based on a closing share price of MSCI common stock on December 29, 2023 ($565.65). With
respect to PSOs, represents the closing share price of MSCI common stock on December 29, 2023 minus the relevant exercise price times
the number of outstanding PSOs for all in-the-money, unvested PSOs as of such date.

(2)

These amounts represent the values associated with the acceleration of unvested RSUs and payout of PSUs at the target performancelevel upon a termination of the NEO’s employment due to an involuntary termination without cause (not following a change in control), ineach case, pursuant to the terms of the applicable award agreement. The value associated with the acceleration of unvested RSUs and
PSUs (assuming payout at the maximum performance level) is $149,518,589 for Mr. Fernandez, $6,080,181 for Mr. Wiechmann,$47,358,655 for Mr. Pettit, $11,259,549 for Mr. Crum and $5,468,487 for Mr. Gutowski.

(3)

These amounts represent the values associated with the acceleration of unvested RSUs and payout of PSUs at the target performancelevel upon a termination of the NEO’s employment due to death or disability, in each case, pursuant to the terms of the applicable award
agreement. The value associated with the acceleration of unvested RSUs and PSUs (assuming payout at the maximum performance level)
is $149,518,589 for Mr. Fernandez, $9,480,514 for Mr. Wiechmann, $64,667,874 for Mr. Pettit, $15,359,328 for Mr. Crum and $8,118,408
for Mr. Gutowski.

(4)

These amounts represent the values associated with the acceleration of the payout of 2019 PSUs at the target performance level upon atermination of the NEO’s employment due to governmental service, pursuant to the terms of the 2019 PSU award agreement for all NEOs
except Messrs. Fernandez and Pettit. With respect to Mr. Fernandez, such termination is treated as subject to “62/10 Retirement
Eligibility,” as detailed above under “—Potential Payments Upon Termination or Change in Control—Equity Acceleration.” With respect to
Mr. Pettit, such termination is treated as subject to “55/10 Retirement Eligibility” as detailed above with respect to all awards other thanthe 2019 PSUs, and 2019 PSUs are treated as being accelerated at the target performance level pursuant to the terms of the 2019 PSU
award agreement. The value associated with the acceleration of unvested awards (assuming payout at the maximum performance level)
is $149,518,589 for Mr. Fernandez, $767,021 for Mr. Wiechmann, $47,578,127 for Mr. Pettit, $3,216,286 for Mr. Crum and $767,021 for
Mr. Gutowski.

(5)

A lump sum cash payment under our CIC Plan equal to the sum of (1) two times the participant’s base salary and (2) two times theparticipant’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 SeverancePlan” 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 SeverancePlan” above.

(7)

These amounts represent the values associated with the acceleration of unvested RSUs and payout of PSUs at the target performancelevel 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 theacceleration of unvested RSUs and PSUs (assuming payout at the maximum performance level) is $149,518,589 for Mr. Fernandez,$9,480,514 for Mr. Wiechmann, $64,667,874 for Mr. Pettit, $15,359,328 for Mr. Crum and $8,118,408 for Mr. Gutowski.

2024 PROXY STATEMENT

93

CEO Pay Ratio
In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (collectively,
the “Pay Ratio Rule”), we are providing the following estimated information for 2023:• the median of the annual total compensation of all our employees (except our Chief Executive Officer) was $57,876;• the annual total compensation of our Chief Executive Officer was $13,793,145; and• the ratio of these two amounts was 238 to 1. We believe that this ratio is a reasonable estimate calculated in a mannerconsistent 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.

Methodology for Identifying our “Median Employee”
EMPLOYEE POPULATION
To identify the median of the annual total compensation of all our employees (other than our Chief Executive Officer), we first
identified our total employee population from which we determined our “median employee.” We determined that, as ofDecember 31, 2023, our total employee population consisted of 5,794 individuals (of which 46.2% of MSCI employees werelocated in the Asia Pacific region, 26.9% in Europe, Middle East and Africa, 18.8% in the United States and Canada, and 8.1% in
Mexico and Brazil). Our total employee population consisted of our global workforce of full-time and part-time employees, as
described in more detail below.

DETERMINING OUR MEDIAN EMPLOYEE
To identify our “median employee” from our total employee population, we compared the amount of base salary plus actual
cash bonus paid for 2023. In making this determination, we annualized the compensation of our full-time employees who were
hired in 2023 but did not work for us for the entire fiscal year and permanent part-time employees. We identified our “median
employee” using this compensation measure, which was consistently applied to all our employees included in the calculation.

OUR MEDIAN EMPLOYEE
Using the methodologies described above, we determined that our “median employee” was a full-time, salaried employee
located in Pune, India, with base salary for the 12-month period ending December 31, 2023 in the amount of $52,207.

Determination of Annual Total Compensation of our “Median Employee” and our CEO
Once we identified our “median employee,” we then calculated such employee’s annual total compensation for 2023 using thesame methodology we used for purposes of determining the annual total compensation of our NEOs for 2023 (as set forth in
the Summary Compensation Table for 2023 on page 84 of this Proxy Statement).

94

MSCI | Compensation Matters

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

Year
(a)

Summary
Compensation Compensation
Table Total
Actually Paid
for PEO(1)to PEO(2)($) (b)($) (c)Value of Initial Fixed $100
Investment Based On:

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)8,653,705

227.0

134.0

1,148,592

13.52

Total
Shareholder
Return(3)($) (f)Peer Group
Total
Net
Shareholder
Income (inReturn(3) Thousands)(4)($) (g)($) (h)Adjusted
EPS(5)($) (i)

2023

13,793,145

42,412,804

4,424,283

2022

12,998,816(38,985,841)

3,887,795(5,073,374)

184.7

116.9

870,573

11.45

2021

10,338,312

81,171,520

3,496,361

15,271,690

240.9

133.0

725,983

9.95

2020

9,924,139

71,235,260

3,332,994

12,060,436

174.4

98.0

601,822

7.83(1)

Compensation for our principal executive officer (“PEO”), Henry A. Fernandez, reflects the amounts reported in the “Summary
Compensation Table” for the respective years. Average compensation for non-PEOs includes the following NEOs: (i) in each of 2023, 2022
and 2021, Scott A. Crum, Robert J. Gutowski, C.D. Baer Pettit and Andrew C. Wiechmann and (ii) in 2020, Scott A. Crum, Robert J.
Gutowski, Linda S. Huber, C.D. Baer Pettit and Andrew C. Wiechmann.

(2)Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs in 2023, 2022, 2021 and 2020reflects the respective amounts set forth in columns (c) and (e), adjusted as follows in the table below, as determined in accordance with
SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs
during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the PEO’s andour other NEOs’ compensation for fiscal year 2023, see Compensation Discussion and Analysis beginning on page 59 of this
Proxy Statement.

2024 PROXY STATEMENT

95

PEO 2023

PEO 2022

PEO 2021

Summary
Compensation
Table Total

13,793,145

12,998,816

10,338,312

9,924,139

4,424,283

3,887,795

3,496,361

3,332,994

Less StockAward Value
Reported in
Summary
Compensation
Table for the
Covered Year

(11,000,397) (10,000,518)(7,499,592)(7,499,849)(2,875,683)(2,413,249)(1,818,033)(1,579,740)

Plus Fair Valueof Outstanding
UnvestedAwards Grantedin the CoveredYear10,233,960

6,777,015

18,592,383

28,221,106

2,710,980

1,687,764

4,201,781

4,515,909

Change in Fair
Value of
Outstanding
UnvestedAwards from
Prior Years

25,920,342(43,770,315)

59,740,417

40,589,864

3,564,620(7,254,387)

9,459,302

5,904,575

Change in Fair
Value of Awards
from Prior Years
that Vested in
the CoveredYear3,465,754(4,990,839)——

829,505(981,297)(67,721)327,537

Less Fair Value(as of end ofprior fiscal year)of Awards
Forfeited during
the Covered
Year

—

—

—

—

—

—

—

(440,839)

Plus Fair Valueof Incremental
Dividends
or Earnings Paidon StockAwards

—

—

—

—

—

—

—

—

42,412,804(38,985,841)

81,171,520

71,235,260

8,653,705(5,073,374)

15,271,690

12,060,436

Compensation
Actually Paid

PEO 2020 Non-PEOs 2023 Non-PEOs 2022 Non-PEOs 2021 Non-PEOs 2020

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 fairvalues 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 ofawards as of the vest date or fiscal year-end date are the same as the assumptions used for purposes of calculating the grant date fairvalue 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 latticemodel requires consistent judgmental assumptions as the Black-Scholes pricing model, except that the expected life as a direct input for
the Black-Scholes pricing model was estimated using the simplified method provided for by the SEC, while the expected life for the
Hull-White lattice model was an implied output and estimated to be 6.7 years for the PSOs granted in 2022 and 7.4 years for the PSOs
granted in 2023. In addition, for PSOs, the fair value is adjusted for any changes in the probability of achievement of the (i) a cumulative
revenue performance goal and (ii) a cumulative adjusted EPS performance goal (each weighted at 50% under the terms of the PSOs).
(3)

TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021
and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table reflects theCompany’s industry sector and is the same as our peer group set forth above under “Proxy Summary—Total Shareholder Return” forpurposes 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 foreach of the years ended December 31, 2023, 2022, 2021 and 2020.

(5)

Adjusted EPS is a non-GAAP financial measure. See Annex B for definitions and reconciliations of all non-GAAP financial measuresreferenced herein.

96

MSCI | Compensation Matters

Disclosure of Relationships
COMPENSATION ACTUALLY PAID, MSCI CUMULATIVE TSR AND PEER GROUP CUMULATIVE TSR(1)

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

COMPENSATION ACTUALLY PAID AND NET INCOME

2024 PROXY STATEMENT

97

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 measuresreferenced herein.

Performance Measures
As described in more detail in the Compensation Discussion and Analysis beginning on page 59 of this Proxy Statement, ourexecutive compensation program is designed to facilitate an "owner-operator" mindset amongst our senior executives. In
connection with our pay-for-performance philosophy, we utilize multiple, complementary performance measures under our AIP
and LTIP that measure and reward for performance against core financial, operational and strategic milestones that drive
shareholder value creation.
Adjusted EPS and operating revenues are utilized as performance measures for our AIP. Other performance measuresapplicable to our NEOs under our AIP include total net sales and free cash flow, and further information regarding these
performance measures can be found under Compensation Discussion and Analysis.
Under our LTIP, beginning in 2022, we granted PSOs that are eligible to vest based on the combined level of achievement of (i)a cumulative operating revenue performance goal and (ii) a cumulative adjusted EPS performance goal (each weighted at50%) and measured over a cumulative three-year performance period. We also granted PSUs that are eligible to vest based on
the achievement of an absolute TSR CAGR measured over a cumulative three-year performance period.
The following table sets forth an unranked list of the “most important” performance measures we used to link pay withperformance for 2023.
Performance Measures
Adjusted EPS
Operating Revenues
Total Net Sales
Free Cash Flow
3-Year Absolute TSR CAGR
We do not consider any one of the above performance measures to be the single most important financial measure for ourcompany or executive compensation design. However, adjusted EPS is a performance measure that is utilized under both our
AIP and our LTIP and is a key metric used by our management and our investors in evaluating our performance, and therefore,
for purposes of the 2023 Pay versus Performance Table, we disclose adjusted EPS to be the “most important” financial
performance measure utilized in our executive compensation program for 2023 for linking pay with performance and as our“company-selected measure.”

98

MSCI

Audit
Matters
Independent Auditor’s Fees
The following table summarizes the aggregate fees (including related out-of-pocket expenses) expensed in 2023 and 2022 forprofessional services provided by PwC. On March 9, 2023, the Audit Committee approved the engagement of PwC as theCompany’s independent auditor for 2023. These fees were approved pursuant to the pre-approval policies and procedures
described below.
$ in thousands

2023

2022

Audit fees(1)

3,449

3,213

Audit-related fees(2)

616

674

(3)

1,157

424

18

193

5,240

4,504

Tax fees(4)

All other fees
Total
(1)

Audit fees consisted of fees expensed for (i) audits of our consolidated financial statements included in our Annual Reports on Form 10-K
and related services, (ii) reviews of the interim condensed consolidated financial statements included in our quarterly financial
statements, (iii) audits of various entities for statutory and other reporting requirements, (iv) comfort letters, consents and other services
related to SEC and other regulatory filings and (v) audits of our internal control over financial reporting (as required by Section 404 of the
Sarbanes-Oxley Act of 2002).

(2)

In 2023, Audit-related fees consisted of fees expensed for reports related to the assessment of internal controls. In 2022, Audit-related
fees consisted of fees expensed for reports related to the assessment of internal controls and compliance with professional standards inconnection with a system implementation as well as other assurance and related services.

(3)

Tax fees in 2023 consisted of $720,915 related to tax compliance assistance and $436,122 of tax consulting fees related to internationaland domestic tax matters, including international tax planning. Tax fees in 2022 related to tax compliance assistance.

(4)

In 2023, all other fees primarily consisted of fees related to accounting research software subscriptions. In 2022, all other fees primarily
consisted of fees related to pre-assurance services for certain ESG metrics.

Pre-Approval Policy of the Audit and Risk Committee ofServices Performed by Independent Auditors
The Audit Committee has implemented pre-approval policies and procedures related to the provision of audit and non-audit
services by the independent auditor to ensure that the independent auditor maintains independence with respect to MSCI.
Under these procedures, the Audit Committee pre-approves both the type of services to be provided by the independent auditor
and the estimated fees related to those services. During the pre-approval process, the Audit Committee considers the impactof the types of services and the related fees on the independence of the auditor. Even if a service has received generalpre-approval, if it involves a fee in excess of $750,000 or relates to tax services, it requires a separate pre-approval of the full
Audit Committee. The Audit Committee has delegated authority to the Chair of the Audit Committee to pre-approve certain
engagements not requiring approval by the full Audit Committee. The Chair must report, for informational purposes, any
pre-approval decisions to the Audit Committee at its next scheduled meeting. The services and fees must be deemedcompatible with the maintenance of the auditor’s independence, including compliance with SEC rules and regulations.
Management reports to the Audit Committee the actual fees versus pre-approved amounts periodically throughout the year by
category of service.

2024 PROXY STATEMENT

99

Audit and Risk Committee Report
The Audit Committee operates under a written charter adopted by the Board, which is accessible through the “Corporate
Governance” link under the “Investor Resources” tab found on our website’s Investor Relations homepage (https://ir.msci.com). The Audit Committee is responsible for the oversight of the integrity of the Company’s consolidated financial
statements, the Company’s system of internal control over financial reporting, the Company’s risk management, thequalifications and independence of the Company’s independent auditor, the performance of the Company’s internal andindependent auditors and the Company’s compliance with legal and regulatory requirements. The Audit Committee has thesole authority and responsibility to appoint, compensate, evaluate and, when appropriate, replace the Company’s independent
auditor. The Board has determined that all of the Audit Committee’s members are independent under the applicable
independence standards of the NYSE and the Exchange Act.
The Audit Committee serves in an oversight capacity and is not part of the Company’s managerial or operational
decision-making process. Management is responsible for the financial reporting process, including the system of internal
controls, for the preparation of consolidated financial statements in accordance with accounting principles generally acceptedin the United States and for the report on the Company’s internal control over financial reporting. The Company’s independent
auditor for the year ended December 31, 2023, PwC, was responsible for auditing the consolidated financial statements
included in the Company’s 2023 Annual Report on Form 10-K, expressing an opinion as to their conformity with accounting
principles generally accepted in the United States of America and expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting, as well as reviewing the Company’s interim condensed consolidated financial
statements included in its Quarterly Reports on Form 10-Q. The Audit Committee’s responsibility is to oversee the financial
reporting process and to review and discuss management’s report on the Company’s internal control over financial reporting.
The Audit Committee relies, without independent verification, on the information provided to us and on the representations
made by management, the internal auditor and the independent auditor.
The Audit Committee held ten meetings during the year ended December 31, 2023, and among other things:• reviewed and discussed the Company’s quarterly and annual earnings releases;• reviewed and discussed the (i) quarterly unaudited consolidated financial statements and related notes and (ii) audited
consolidated financial statements and related notes to the consolidated financial statements for the year ended
December 31, 2023 with management and PwC;
• reviewed and discussed the annual plan and scope of work of the independent auditor;• reviewed and discussed the annual plan and scope of work of the internal auditor and summaries of significant reports tomanagement by the internal auditor;• met with PwC, the internal auditor and Company management in executive sessions to discuss the results of their
examinations and evaluations of the Company’s internal controls, and the overall quality of the Company’s financial
reporting and compliance programs;• reviewed and discussed the critical accounting policies set forth in the Company’s Annual Report on Form 10-K andreviewed critical audit matters reported by PwC;
• reviewed business and financial market conditions, including periodic assessments of risks posed to MSCI’s operations andfinancial condition (including those related to technology and cybersecurity);• reviewed and discussed reports from MSCI’s Disclosure Committee; and• evaluated the performance of PwC and approved their engagement as the Company’s independent auditor.
PwC also provided to the Audit Committee the written disclosures and the letters required by the applicable PCAOB
requirements regarding PwC’s communications with the Audit Committee concerning independence, and represented that it isindependent from the Company. We discussed with PwC their independence from the Company, and considered whether theservices they provided to the Company beyond those rendered in connection with their integrated audit of the Company’s
consolidated financial statements and internal control over financial reporting, and the reviews of the Company’s interim
condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q, were compatible withmaintaining their independence.
The Audit Committee is also responsible for reviewing and evaluating the senior members of the PwC team, particularly thelead audit partner and any other partners on the audit engagement teams, and ensuring required rotation of audit partners
every five years, as required by SEC rules. One or more members of the Audit Committee also meet with candidates for thelead audit partner role, and the Audit Committee discusses the appointment before a rotation occurs. Our PwC lead audit
partner for 2023 had been working on the Company’s audits since the first quarter of 2018 and completed her five-yearrotation upon the filing of our Annual Report on Form 10-K with respect to fiscal year 2023. In connection with this rotation, theAudit Committee approved a new PwC lead audit partner, who commenced work on the Company’s audit in the first quarterof 2024.

100

MSCI | Audit Matters

During the year ended December 31, 2023, the Audit Committee also received regular updates on the amount of fees andscope of audit, audit-related and tax services provided. Pursuant to the pre-approval policies and procedures related to theprovision of audit and non-audit services by the independent auditors as described above within “—Pre-Approval Policy of the
Audit Committee of Services Performed by Independent Auditors,” the Audit Committee approved, among other things, fees
related to the integrated audits, statutory audits, consultations and certain non-audit services. The Audit Committee also
approved certain fees relating to tax services consisting of compliance and advisory services related to (i) tax consulting fees
related to international and domestic tax matters, including international corporate restructurings, and (ii) tax
compliance assistance.
Based on our review and these meetings, discussions and reports described above, and subject to the limitations on our roleand responsibilities referred to above and in the Audit Committee’s charter, we recommended to the Board that the Company’s
audited consolidated financial statements be included in the Company’s 2023 Annual Report on Form 10-K.
Respectfully submitted,
Marcus L. Smith (Chair)
Robert G. Ashe
Wayne Edmunds
Robin L. Matlock
Rajat Taneja

2024 PROXY STATEMENT

101

Proposal No. 3

Ratification of the Appointmentof MSCI Independent Auditor
The Audit Committee appointed PricewaterhouseCoopers LLP (“PwC”) as independent auditor for 2024 and presents thisselection to the shareholders for ratification. PwC will audit our consolidated financial statements for the year ended
December 31, 2024 and perform other permissible pre-approved services.
A PwC representative will attend the 2024 Annual Meeting to respond to your questions and will have the opportunity to makea statement if he or she desires to do so. If our shareholders fail to ratify the appointment of PwC, it will be regarded as noticeto the Board and the Audit Committee to consider the selection of a different firm. Even if shareholders ratify the selection of
PwC, the Audit Committee, in its discretion, may select a new independent auditor at any time during the year if it believes thatthe change would be in the best interest of the Company.
The Audit Committee periodically reviews the engagement of the independent auditor to assess, among other things, the skills,
experience, service levels and costs associated with conducting the annual audit of the Company’s financial statements. PwC
has served as our independent auditor since March 2014.
VOTE REQUIRED AND RECOMMENDATION
The affirmative vote of a majority of the votes cast at our 2024 Annual Meeting, at which a quorum is present, is required toapprove Proposal No. 3. Abstentions shall not be treated as votes cast.

Our Board of Directors recommends that you vote “FOR” the ratification of theappointment of PricewaterhouseCoopers LLP as our independent auditor.
Proxies solicited by our Board will be voted “FOR” this ratification unlessotherwise instructed.

102

MSCI

Proposal No. 4

Shareholder Proposal to Report
on “Chinese Military-Industry
Companies” in Company
Indices, if Properly Presented
Proposal No. 4 - Inclusion of Chinese Military-Industry Companies in Company Indices
The following shareholder proposal will be voted on at the 2024 Annual Meeting if properly presented by or on behalf of theshareholder proponent.
Proponent: The National Center for Public Policy Research, 2005 Massachusetts Ave. NW, Washington, DC 20036, is the ownerof no less than $2,000 in market value of shares of MSCI common stock and proposes the following resolution:
Resolved: Shareholders request that the Board of Directors conduct and publish a review within the next year (at reasonable
cost, omitting proprietary information) of whether and to what extent the Company includes companies that supply goods orservices to the Chinese military. Shareholders and investors would be best served if the report focused in particular on index
inclusion of subsidiaries of Chinese Military Industrial-Complex Companies (CMIC); subsidiaries of Chinese MilitaryCompanies operating in the United States to obtain advanced technologies and expertise in support of the People’s Liberation
Army’s (PLA) modernization goals; companies denied access to U.S. technology because they are deemed a “Military End
Users” (MEU) or other Chinese entity attempting to acquire items in support of the PLA’s modernization program; Chinesecompanies excluded from U.S. commercial markets for violating the Uyghur Forced Labor Prevention Act (UFLPA); BIS’ “Entity
List” companies; and Chinese companies specializing in quantum information technologies, artificial intelligence, andmicroelectronics, the enhanced capability of which a new Presidential Executive Order calls “an unusual and extraordinary
threat to the national security of the United States.”(1) The Board should also report on the screening processes it uses, if any,
to determine whether its indices will lead American investors to fund the Chinese military, and any guidance, if any, it provides
to users, including end users, of such indices.
Supporting Statement: MSCI (the Company) includes China A shares in its Emerging Markets (EM) Index. In 2019, theCompany increased the weight of those shares in the index from 5 percent to 20 percent.(2) The Company in 2021 dismissed
concerns that Chinese stocks are “uninvestable,” because of Chinese government regulatory crackdowns,(3) a problem that has
accelerated significantly since then.
Most recently the U.S. House Select Committee on the Chinese Communist Party has warned that because of theindiscriminate inclusion of these shares in the EM Index, Americans are now unwittingly funding PRC (People’s Republic ofChina) companies that develop and build weapons for the People’s Liberation Army (PLA)—the PRC’s military—and advance
the CCP’s stated mission of technological supremacy. By facilitating massive flows of American capital to these and other
PRC entities linked to the PLA or to human rights abuses, [the Company] is exacerbating an already significant national
security threat and undermining American values.(4)If the Company is including in its indices shares of companies that aid and abet one of America’s chief adversaries to expand
its military, increase its threatening technological capabilities and repress individual rights, the Company should at least reveal
to immediate and end users of those indices the full extent to which reliance on the indices will implicate customers in such
malign investment. Better, it should remove such companies from its indices.
Many analysts agree that continuing to include such companies in its indices, at least without full disclosure of the material
risks involved, could bring severe legal and reputational consequences to the Company, and thereby to its shareholders.(5)(1)

https://prosperousamerica.org/cpa-report-details-how-vanguard-and-ftse-russell-funnel-billions-of-u-s-investor-capital-to-the-ccp-and-plalinked-companies/(2)

https://www.msci.com/our-solutions/indexes/china-investing(3)

https://www.scmp.com/business/money/article/3146163/mscis-chief-dismisses-concern-chinese-stocks-are-uninvestable-citing

2024 PROXY STATEMENT(4)

https://selectcommitteeontheccp.house.gov/media/press-releases/unconscionable-profit-fueling-chinas-military-selectcommittee-launches(5)

https://thestockwatcher.com/pages/articles/research/2023/9/17/blackrock-msci-face-congressional-investigation-investmentsblacklisted-chinese-military-companies

103

MSCI’S STATEMENT IN OPPOSITION OF SHAREHOLDER PROPOSAL
THE BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING REASONS:
We believe the requested report is unnecessary because our indexes are intended to measure market performance, are
not investments or investment recommendations, are fully transparent to users of the indexes, and do not directly or
indirectly fund the Chinese military. Moreover, MSCI regularly monitors for investment sanctions impacting the securities
included in its market indexes, and MSCI has removed from its indexes the securities of Chinese companies subject torelevant investment sanctions.

Our market indexes aim to measure the performance of the entire investable market. They are mathematical calculations of
the market’s performance that do not, and cannot, fund the Chinese military.
MSCI’s market indexes aim to measure the performance of the total investable universe of listed equity securities in a given
market over a day, month, year or other period. They are mathematical calculations that do not, and cannot, fund the Chinese
military or any other investment or purpose. Indexes are backwards looking: they compute past market returns, they do notdirect or determine future investment flows. Indexes are not portfolios, investment products, asset allocations or
recommendations to invest in the securities contained in the indexes.
All companies that are available for investment by international investors are eligible for inclusion in MSCI’s market indexes.
Excluding investable securities that investors are not prohibited by laws or sanctions from holding would produce aninaccurate calculation of market performance and contravene the very purpose of a market index.
It is inappropriate for market indexes to provide investment warnings.
An index is not an investment or an investment recommendation and should not be accompanied by investment warnings
regarding the securities of companies included in the index. MSCI has been calculating indexes since 1968 and market
indexes have been calculated for over a century – the Dow Jones Industrial Average, for example, has been calculated andpublished since 1896. It is well established that indexes are simply mathematical averages of the market’s performance andshould not be accompanied by any investment warnings.
It is the responsibility, and fiduciary duty, of an investment manager or investment adviser to determine what investments areappropriate for their portfolio or clients and to communicate the risks associated with those investments. MSCI does notconduct investment due diligence on the securities of companies contained in our indexes, which is appropriately the
responsibility of an investment manager or adviser. The role of a market index is not to identify or warn investors about
particular risks, but simply to compute the return of the market. Further, providing warnings only about exposure to
China-related risks would be incomplete and misleading, as investments in the securities of other companies in an index may
present other risks that would not be highlighted.
The composition and methodology of MSCI’s market indexes are fully transparent to users of the indexes.
MSCI market indexes are calculated in accordance with rules-based methodologies that are publicly available on MSCI’s
website. Securities of listed companies are added to or removed from our indexes based solely on whether they meet theinvestability criteria clearly set forth in the methodology. Including or removing a company’s securities from an index is notbased on any subjective judgment regarding the company’s merit, values, business practices or investment potential.
Institutional investors who use our indexes have complete transparency into which securities are included in the indexes andcomplete discretion to decide whether to invest in any or all of those securities.
Further, our indexes are subject to regulation and supervision, and we have voluntarily adopted and comply with the Principles
for Financial Benchmarks published by the International Organization of Securities Commissions (IOSCO). No regulator orindustry code of conduct requires or even suggests that index providers must or should provide investment warnings or
highlight or exclude the securities of companies with certain investment risks.

104

MSCI | Proposal No. 4 Shareholder Proposal to Report on “Chinese Military-Industry Companies” in Company
Indices, if Properly Presented

We continually monitor for investment sanctions that affect the investability of listed securities, and we have removed from
our indexes the securities of Chinese companies impacted by investment sanctions.
MSCI has excluded the listed securities of Chinese and other companies from its market indexes due to investment sanctions
placed on these companies that render them un-investable by global institutional investors.
For example, beginning in January 2021, MSCI removed from its standard market indexes the listed securities impacted by
U.S. Executive Order 13959, as amended by U.S. Executive Order 14032, relating to securities of companies identified by the
U.S. government as Communist Chinese military companies (the “Executive Order”). From November to December 2020 MSCI
consulted with market participants globally, who provided feedback that due to the Executive Order the securities of thesecompanies were no longer investable. These securities failed the investability requirement of our index methodology, and wepublicly announced their removal from applicable indexes.
MSCI continually monitors for investment sanctions and related guidance, including those published by the Office of Foreign
Assets Control (OFAC), as well as alerts from other governmental agencies regarding the Non-SDN Chinese Military-Industrial
Complex Companies List (NS-CMIC List) and other sanctions-related lists for actions that could affect the investability of
relevant securities in its indexes, including those of Chinese companies.
The Board believes adoption of this proposal is unnecessary and would not provide additional useful information to theCompany’s shareholders.
We believe the proposed report is inappropriate and unnecessary and would be a waste of Company time and resources. Ourclients are sophisticated institutional investors who have total transparency into the methodology and composition of ourindexes. The proposed report would serve no benefit and would inevitably conclude what we and our investor clients alreadyknow: that the purpose of a market index is to measure the performance of all investable listed securities of companies in agiven market. Accordingly, we do not see any benefit or purpose to conduct a study that will confirm that MSCI’s market
indexes are operating as intended.
RECOMMENDATION AND VOTE REQUIREDFor the reasons described above, the Board believes the adoption of this proposal is unnecessary and not in the best interestsof the Company and its shareholders. The Board recommends a vote AGAINST Proposal No. 4. The affirmative vote of amajority of the votes cast at our 2024 Annual Meeting, at which a quorum is present, is required to approve Proposal No. 4.
Abstentions shall not be treated as votes cast.

Our Board of Directors recommends that you vote “AGAINST” the adoption ofthis shareholder proposal.
Proxies solicited by our Board will be voted “AGAINST” the adoption of thisshareholder proposal unless otherwise instructed.

2024 PROXY STATEMENT

105

Beneficial Ownership ofCommon Stock
Stock Ownership of Executive Officers and Directors
We require members of our Executive Committee (which includes all of our executive officers) and our directors to comply
with our stock ownership guidelines to further align their interests with the interests of our shareholders. As of the date of this
Proxy Statement, all of the members of our Executive Committee and our directors are in compliance with the applicable stock
ownership guidelines. See “Compensation Matters—Compensation Discussion and Analysis—Stock Ownership Guidelines” onpage 80 of this Proxy Statement and “Director Compensation and Stock Ownership Guidelines—Non-Employee Director Stock
Ownership Guidelines” on page 56 of this Proxy Statement for additional information regarding our stock ownership guidelines
for the members of our Executive Committee and our directors, respectively.
The following table sets forth the beneficial ownership of our common stock by each of our NEOs and directors, and by all ofour directors and executive officers as of February 29, 2024 as a group. The address for each of our executive officers anddirectors is 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007. Percentage of shareownership amounts are based on 79,223,562 shares of our common stock outstanding as ofFebruary 29, 2024.
Beneficial
Ownership
Total(3)Percent ofClass(4)2,105,946

2.66 %

Named Executive Officers

Shares(1)Right toAcquire(2)Henry A. Fernandez(5)2,105,946—

Andrew C. Wiechmann

19,874—

19,874—%

C.D. Baer Pettit

283,538—

283,538—%

Scott A. Crum

21,831—

21,831—%

Robert J. Gutowski

16,917—

16,917—%

17,303487

17,790

—%

—

—

—

—%

Wayne Edmunds

8,873

383

9,256

—%

Catherine R. Kinney(8)23,690383

24,073—%

Directors
Robert G. Ashe(6)(7)

Chirantan “CJ” Desai

390

383

773

—%

4,666

383

5,049

0

Sandy C. Rattray

1,307

383

1,690

—%

Linda H. Riefler

19,337383

19,720—Marcus L. Smith

3,645

383

4,028

—%

Rajat Taneja

1,361

383

1,744

—

Paula Volent

2,202

383

2,585

—%

2,530,880

3,934

2,534,814

3.20 %

Robin Matlock
Jacques P. Perold

All Current Executive Officers and Directors as of February 29, 2024
as a Group (16 Persons)(1)

Excludes shares of our common stock that may be acquired through the vesting of RSUs, PSUs and PSOs. Includes 20,911 shares of ourcommon stock for which Ms. Kinney has elected to defer receipt of such shares until the 60th day after her “separation from service” as adirector; 390 shares of common stock for which Ms. Matlock has elected to defer receipt of such shares until the earlier of (i) June 1, 2033
and (ii) the 60th day after her “separation from service” as a director; 792 shares of our common stock for which Ms. Riefler has elected todefer receipt of such shares until the 60th day after her “separation from service” as a director; and 1,361 shares of our common stock forwhich Mr. Taneja has elected to defer receipt of such shares until the earlier of (i) June 1, 2025 and (ii) the 60th day after his “separationfrom service” as a director.

106

MSCI | Beneficial Ownership of Common Stock(2)

Includes shares of our common stock that can be acquired through vesting of RSUs within 60 days of the date of this table (i.e., throughMay 1, 2024). See the “Outstanding Equity Awards at Fiscal Year-End” Table included herein for additional information regarding RSUs heldby each NEO as of December 31, 2023. As of December 31, 2023, each of our non-employee directors had the following outstanding stock
awards, all of which are in the form of RSUs: Messrs. Edmunds, Perold, Rattray, Smith and Taneja and Mmes. Kinney, Matlock, Riefler andVolent each had 383 RSUs outstanding and Mr. Ashe had 487 RSUs outstanding. Such RSUs are scheduled to vest on May 1, 2024. Ms.
Matlock elected to defer receipt of such RSUs until the earlier of (i) June 1, 2033 and (ii) the 60th day after her “separation from service” asa director. Ms. Riefler elected to defer receipt of such RSUs until the 60th day after her “separation from service” as a director. Mr. Taneja
elected to defer receipt of such RSUs until the earlier of (i) June 1, 2025 and (ii) the 60th day after his “separation from service” as adirector.

(3)

Except as indicated in the footnotes to this table, to our knowledge each executive officer and director, as of March 1, 2023, had solevoting and investment power with respect to his or her shares of our common stock. Beneficial Ownership Totals may differ from those
set forth in Statements of Changes in Beneficial Ownership reported on Form 4 filed with the SEC due to the exclusion herein of RSUs
granted by the Company, as described in footnote (1) to this table.

(4)

All executive officers and directors (other than Mr. Fernandez) each beneficially owned less than 1.0% of the shares of our outstanding
common stock. Percentages for each beneficial owner are calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act.
Percentages for each NEO, executive officer and director as of February 29, 2024 and collectively as a group are based on the number ofour shares outstanding as of February 29, 2024, which excludes shares of our common stock that can be acquired through vesting of
RSUs within 60 days of the date of this table (i.e., through February 29, 2024).

(5)

Includes 314,479 shares of our common stock held by the Fernandez 2007 Children’s Trust of which the spouse of Mr. Fernandez is thetrustee, 251,543 shares of our common stock held by The Henry Fernandez 2022 MSCI Annuity Trust of which Mr. Fernandez is thetrustee, 7,900 shares of our common stock held by one of his children under the Uniform Transfer to Minors Act and 15,800 shares of ourcommon stock directly held by two of Mr. Fernandez’s children.

(6)

Includes 16,539 shares of our common stock directly held by 1000396766 Ontario Inc., an entity over which Mr. Ashe retains soleinvestment and voting control. The common shares of 1000396766 Ontario Inc. are held by the Ashe (2022) Family Trust, a trust of which
Mr. Ashe and his spouse are trustees and Mr. Ashe, his spouse and his children are beneficiaries.

(7)

Mr. Desai was appointed to the Board, effective March 11, 2024, and as of that date, had 46 RSUs outstanding, which are scheduled tovest on May 1, 2024.

(8)

Ms. Kinney is not standing for re-election at the 2024 Annual Meeting but will remain on the Board through the date of the meeting.
Includes 2,478 shares of our common stock held by the Catherine R. Kinney 2021 GRAT No. 2 of which Ms. Kinney is the trustee and 2,281
shares of our common stock held by the Catherine R. Kinney 2022 GRAT of which Ms. Kinney is the trustee.

Stock Ownership of Principal Shareholders
The following table contains information regarding the only persons we know of that beneficially own more than 5% of ourcommon stock. Percentage of class amounts are based on 79,223,562 shares of our common stock outstanding as ofFebruary 29, 2024.
Shares of Common Stock
Beneficially Owned
Number of
SharesPercentageof Class(1)The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355

8,683,305(2)10.96%

BlackRock, Inc.
50 Hudson Yards
New York, NY 10001

6,842,495(3)8.63%

Name and Address(1)

Because percentage of class ownership is based on the total number of shares of our common stock outstanding as of a date that differsfrom the date used by the principal shareholders to calculate the percentages for purposes of filing the applicable Schedule 13G or 13G/A,
percentages of class ownership presented herein may differ from amounts reported in the applicable Schedule 13G or 13G/A filed with the
SEC by the relevant principal shareholder.

(2)

Based on information in a Schedule 13G/A (Amendment No. 11) filed with the SEC on February 13, 2024. The Schedule 13G/A discloses
that The Vanguard Group had sole voting power as to 0 shares of our common stock, shared voting power as to 99,008 shares of ourcommon stock, sole dispositive power as to 8,352,025 shares of our common stock and shared dispositive power as to 331,280 shares ofour common stock. In addition, the Schedule 13G/A discloses that the person filing the report is an investment adviser in accordance with§240.13d-1(b)(1)(ii)(E) and the identification and classification of the subsidiaries which acquired the securities being reported on therein
are set forth on Appendix A thereto.

(3)

Based on information in a Schedule 13G/A (Amendment No. 12) filed with the SEC on January 25, 2024. The Schedule 13G/A discloses
that BlackRock, Inc. had sole voting power as to 6,273,086 shares of our common stock and sole dispositive power as to 6,842,495 sharesof our common stock. In addition, the Schedule 13G/A discloses that the person filing the report is a parent holding company or control
person in accordance with §240.13d-1(b)(1)(ii)(G) and the identification and classification of the subsidiaries which acquired the
securities being reported on therein are set forth on Exhibit A thereto.

2024 PROXY STATEMENT

107

Other
Matters
Corporate Governance Documents
MSCI has a corporate governance webpage that can be found under the “Corporate Governance” link under the “Investor
Resources” tab on our website’s Investor Relations homepage (https://ir.msci.com).
Our Corporate Governance Policies (including our Director Independence Standards), Code of Ethics and Business Conductand committee charters are available electronically, without charge, on or through our website. To access these documents,
click on the “Corporate Governance” link under the “Investor Resources” tab found on our website’s Investor Relations
homepage (https://ir.msci.com). These documents are also available, without charge, to any shareholder who requests themby writing to us at c/o Corporate Secretary, MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, NewYork 10007 or via email at investor.relations@msci.com.
Our Code of Ethics and Business Conduct applies to our directors, executive officers and employees. Our Head of Complianceis principally responsible for administering compliance with our Code of Ethics and Business Conduct, with the support of ateam of global professionals. The Head of Compliance reports directly to MSCI’s General Counsel. If we make any substantive
amendment to, or grant a waiver to, a provision of the Code of Ethics and Business Conduct for our CEO, CFO, Principal
Accounting Officer and Global Controller or persons performing similar functions, we will satisfy the applicable SEC disclosure
requirement by promptly disclosing the nature of the amendment or waiver on our website’s Investor Relations homepage(https://ir.msci.com).

Certain Transactions
Transactions with Shareholders
From time to time, shareholders that own more than 5% of our common stock subscribe to, license or otherwise purchase, inthe normal course of business, certain of our products and services. These transactions are negotiated on an arm’s-length
basis and are subject to review under our Related Person Transactions Policy described below.
During 2023, BlackRock, Inc. and The Vanguard Group and/or their respective affiliates subscribed to, licensed or otherwise
purchased in the normal course of business, certain of our products and services. For purposes of full disclosure, revenues
recognized by us from subscriptions, licenses and other fees related to our products and services in 2023 from each of theseshareholders and/or their respective affiliates are set forth in the table below.
Name2023 Revenues

BlackRock, Inc.

$249.1 million

The Vanguard Group

$19.4 million

Transactions with Directors
During 2023, in the ordinary course of business, the Company purchased software product licenses from ServiceNow on arm’s
length terms, totaling approximately $0.8 million.

108

MSCI | Other Matters

Related Person Transactions Policy
The Board recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest
and may create the appearance that Company decisions are based on considerations other than the best interests of theCompany and its shareholders. Accordingly, the Company maintains a written Related Person Transactions Policy (the“Policy”), which governs the approval of related person transactions to ensure that they are fair and in the best interests of theCompany. The Governance Committee administers the Policy. It is the responsibility of each director, director nominee andexecutive officer to promptly notify the legal department of transactions in which he or she may be involved. The legal
department also conducts diligence and maintains controls and procedures to identify and submit for review and approval any
such transactions.
Under the Policy, the legal department determines whether the proposed transaction constitutes a related person transaction
requiring review under the Policy and/or disclosure. If the legal department determines that (i) the proposed transaction
constitutes a related person transaction or (ii) it would be beneficial to further review the transaction under the Policy, then thelegal department may review and approve certain transactions pursuant to delegation from the Governance Committee orrefer the transactions to the Governance Committee. No director may participate in any discussion or approval of a transaction
for which he or she or a member of his or her immediate family is a related person.
When evaluating a proposed Related Person Transaction, the legal department or the Governance Committee, as applicable,
will consider all relevant facts and circumstances, including: (1) the dollar amount of the transaction, the commercial
reasonableness of the terms and the purpose of the transaction, as well as the benefit to the Company; (2) the nature of thenegotiations, including (i) whether negotiations were at arm’s length and the result of fair dealing and (ii) whether the related
person was involved in the negotiations; (3) the terms and conditions of comparable or similar transactions; (4) whether thetransaction is provided on terms that may be more favorable than those available to others; (5) the materiality and character ofthe related person’s interest in the transaction and whether there may be any conflicts of interest; (6) whether the transaction
would be considered unusual for one or both of the parties and (7) whether the transaction may impact director independence
if applicable. Related person transactions will not be approved if the legal department or the Governance Committee, asapplicable, determines the transaction to be inconsistent with the interests of the Company and its shareholders.

Other BusinessWe do not know of any matters that may be presented for action at the meeting other than those described in this Proxy
Statement. If any other matter is properly brought before the meeting, the proxy holders will vote on such matter intheir discretion.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 23, 2024.
Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available
free of charge at www.proxyvote.com. Information contained on such website is not incorporated by reference into this
Proxy Statement or any other report we file with the SEC.

2024 PROXY STATEMENT

109

Annex A: Frequently
Asked Questions
How do we refer to MSCI Inc. in this Proxy Statement?
We refer to MSCI Inc. as the “Company,” “MSCI,” “we,” “our” or “us” and the Board of Directors of MSCI Inc. as the “Board.”
MSCI is incorporated in Delaware and its shares of common stock are listed on the New York Stock Exchange under thesymbol MSCI. References to “Shares,” “shares” or “shares of our common stock” in this Proxy Statement refer to shares of ourcommon stock, par value $0.01 per share.
What are the date, time and place of the 2024 Annual Meeting?
We will hold the 2024 Annual Meeting on April 23, 2024 at 3:30 P.M. Eastern Time, via the internet atwww.virtualshareholdermeeting.com/MSCI2024.
In order to access the virtual annual meeting, you will be asked to provide your 16-digit control number. Instructions on how toattend and participate via the internet, including how to demonstrate proof of share ownership, are posted atwww.virtualshareholdermeeting.com/MSCI2024. Information contained on this website is not incorporated by reference into
this Proxy Statement or any other report we file with the SEC.
Will the 2024 Annual Meeting be webcast?
Yes. You may attend the annual meeting virtually at www.virtualshareholdermeeting.com/MSCI2024, where you will be able tovote electronically and submit questions during the meeting. A webcast replay of the 2024 Annual Meeting will also bearchived on our Investor Relations website, https://ir.msci.com/events.cfm, until April 23, 2025.
How do I submit a question at the 2024 Annual Meeting?
To submit questions before the 2024 Annual Meeting, please email your question(s) to the Corporate Secretary at
corporatesecretary@msci.com by no later than April 22, 2024. Please include “Annual Meeting Questions” in the subject line
and provide your name, 16-digit control number and, if applicable, indicate the proposal to which your question relates in the
body of the email.
You may submit a question during the meeting via our virtual shareholder meeting website,www.virtualshareholdermeeting.com/MSCI2024. If your question is properly submitted during the relevant portion of themeeting agenda, our Chairman intends to respond to your question during the live webcast. Questions on similar topics may
be combined and answered together. A webcast replay of the 2024 Annual Meeting, including the Q&A session, will also bearchived on our Investor Relations website, https://ir.msci.com/events.cfm, until April 23, 2025.
What if the Company encounters technical difficulties during the 2024 Annual Meeting?
If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), our Chairman will
determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting
will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify
shareholders of the decision via www.virtualshareholdermeeting.com/MSCI2024.
If you encounter technical difficulties accessing our meeting or asking questions during the meeting, a support line will beavailable on the login page of the virtual meeting website.

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MSCI | Annex A: Frequently Asked Questions

Who may attend the 2024 Annual Meeting?
All shareholders as of February 29, 2024, or their duly appointed proxies, may attend the 2024 Annual Meeting. In order toattend the 2024 Annual Meeting, a shareholder must own MSCI common stock at the close of business on February 29, 2024.
If your shares are held in the name of a broker, bank, custodian, nominee or other record holder (“street name”), you mustobtain a proxy, executed in your favor, from the holder of record (that is, your broker, bank, custodian, or nominee) to be able tovote at the 2024 Annual Meeting.
Who may vote at the 2024 Annual Meeting?
You can vote your shares of MSCI common stock at our 2024 Annual Meeting if you were a shareholder at the close ofbusiness on February 29, 2024 (the “record date”). As of February 29, 2024, there were 79,223,562 shares of MSCI common
stock outstanding. Each share of MSCI common stock entitles you to one vote on each matter voted on at the annual meetingof shareholders.
A majority of the shares of MSCI common stock outstanding at the close of business on the record date must be present inorder to hold the meeting and conduct business. This is called a “quorum.” Your shares are counted as present at the 2024
Annual Meeting if you vote through the internet at the virtual annual meeting of shareholders or properly submit your proxyprior to the 2024 Annual Meeting.
Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set ofprinted proxy materials?
Pursuant to the “notice and access” rules adopted by the SEC, we are making this Proxy Statement and our 2023 Annual
Report on Form 10-K (including any amendments thereto) available to our shareholders over the internet. As a result, unless
you have previously requested electronic access to our proxy materials or the receipt of paper proxy materials, you will receivea Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our 2023
Annual Report on Form 10-K (including any amendments thereto) over the internet, how to request a free paper copy of thesematerials and how to vote via the internet. We will mail the Notice of Internet Availability of Proxy Materials on or about
March 13, 2024. The Notice of Internet Availability of Proxy Materials is not a proxy card and cannot be used to voteyour shares.
In addition, if you are voting online, you will be prompted to consent to receiving proxy materials electronically in future years.
Choosing to receive your future proxy materials electronically will save us the cost of printing and mailing documents to you
and will reduce the impact of our annual meetings of shareholders on the environment. If you choose to receive future proxymaterials electronically, you will receive an email next year with instructions containing a link to those materials and a link to
the proxy voting site. Your election to receive proxy materials electronically will remain in effect until you terminate it. See“How do I sign up for electronic delivery of proxy materials?” below for further information on electing to receive proxymaterials electronically.
What is the difference between holding shares as a “record holder” and as a beneficial owner of shares held in“street name”?
Record Holder. If your shares are registered directly in your name with MSCI’s transfer agent, Broadridge Corporate Issuer
Solutions, Inc. (including its affiliates, “Broadridge”), you are considered a “record holder” with respect to those shares, and the
Notice of Internet Availability of Proxy Materials will be sent directly to you.
Beneficial Owner of Shares Held in “Street Name.” If your shares are held in an account with a brokerage firm, bank, broker
dealer, or other intermediary, then you are considered a beneficial owner of shares held in “street name,” and the Notice ofInternet Availability of Proxy Materials and other proxy materials will be forwarded to you by that intermediary. As a beneficial
owner of shares held in “street name,” you have the right to direct that intermediary on how to vote the shares held in youraccount by following their instructions for voting and using their forms. If you do not provide your brokerage firm, bank, broker
dealer or other intermediary with instructions on how to vote your shares, such intermediary or intermediary nominee will beable to vote your shares only with respect to the proposal related to the ratification of the appointment ofPricewaterhouseCoopers LLP as our independent auditor for 2024.

2024 PROXY STATEMENT111

How do I vote my shares?
You may direct your vote by internet, telephone or mail. Your vote must be received by the deadline specified on the proxy cardor voting instruction form, as applicable.

If You are a Shareholder of Record

If You are a Beneficial Holder of Shares Held in“Street Name”

By Internet Prior to the2024 Annual Meeting*(24 hours a day):www.proxyvote.com
Use the internet to transmit your voting instructions
and for electronic delivery of information up until
11:59 P.M. Eastern Time on April 22, 2024. Have
your proxy card in hand when you access thewebsite and follow the instructions to obtain yourrecords and to create an electronic voting
instruction form.

www.proxyvote.com

By Internet During the2024 Annual Meeting*:

www.virtualshareholdermeeting.com/MSCI2024
You may attend the meeting via the internet andvote during the meeting. Have your proxy card inhand when you access the website and follow
the instructions.
1-800-690-6903
Use any touch-tone telephone to transmit yourvoting instructions up until 11:59 P.M. Eastern Time
on April 22, 2024. Have your proxy card in handwhen you call and then follow the instructions.
You can vote by mail by requesting a paper copy ofthe materials, which will include a proxy card. Mark,sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it
to Vote Processing, c/o Broadridge, 51 Mercedes
Way, Edgewood, NY 11717

www.virtualshareholdermeeting.com/
MSCI2024

By Telephone*(24 hours a day):

By Mail:

Follow the voting instructions you receivefrom your brokerage firm, bank, broker
dealer or other intermediary.

Follow the voting instructions you receivefrom your brokerage firm, bank, broker
dealer or other intermediary.

* While MSCI and Broadridge do not charge any fees for voting by internet or telephone, there may be related costs from other parties, suchas usage charges from internet access providers and telephone companies, for which you are responsible.

How does the Board recommend that I vote and what vote is required for adoption or approval of each matter to be voted on?
Proposal No. Proposal

Vote Required

Directors’ Recommendation

1

Election of Directors

Number of votes cast “FOR” exceeds numberof votes cast “AGAINST” for each director

FOR all nominees

2

Advisory Vote to Approve
Executive Compensation(Say-on-Pay)
Ratification of the
Appointment of MSCI’s
Independent Auditor
Shareholder Proposal
Described in Proxy
Statement, if Properly
Presented

Majority of the total votes cast by holders ofshares present through the virtual meeting or
represented by proxy
Majority of the total votes cast by holders ofshares present through the virtual meeting or
represented by proxy
Majority of the total votes cast by holders ofshares present through the virtual meeting or
represented by proxy

FOR the approval of the Executive
Compensation of our NEOs

3

4

FOR the ratification of theappointment ofPricewaterhouseCoopers LLP
AGAINST the shareholder
proposal

112

MSCI | Annex A: Frequently Asked Questions

How will my shares be voted if I do not give specific voting instructions and what are broker non-votes?
Record Holders. If you indicate that you wish to vote as recommended by our Board or if you sign, date and return a proxy cardbut do not give specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our
Board on all matters presented in this Proxy Statement (e.g., “FOR” for Proposal No. 1, No. 2 and No. 3 and “AGAINST” for
Proposal No. 4) and in their discretion regarding any other matters properly presented for a vote at our 2024 Annual Meeting.
As of the date of this Proxy Statement, we did not know of any proposals or matters to be raised at the 2024 Annual Meetingother than those presented in this Proxy Statement.
Beneficial Owners of Shares Held in “Street Name.” Broker non-votes occurs when your brokerage firm, bank, broker dealer orother intermediary has not received specific voting instructions from you with respect to shares held in “street name” and thebroker does not have discretionary voting authority with respect to a proposal. If you are the beneficial owner of shares held in“street name” and you do not give instructions as to how to vote, your broker may have authority to vote your shares only on
discretionary items but not on non-discretionary items, as determined by the NYSE.
• Non-discretionary items. The following proposals are considered “non-discretionary” items: Proposal No. 1—election of
directors, Proposal No. 2—approve, by non-binding vote, our executive compensation and Proposal No. 4—shareholder
proposal described in Proxy Statement, if properly presented.
• Discretionary item. Proposal No. 3—the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s
independent auditor for 2024 is a “discretionary” item. NYSE member brokers that do not receive voting instructions from
beneficial owners of shares held in “street name” may vote on this proposal in their discretion, subject to any voting policies
adopted by the broker holding your shares.
Broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transactionof business. However, broker non-votes are not counted for purposes of Proposal Nos. 1, 2 and 4 and will therefore have noeffect on the outcome of these proposals. Therefore, if you hold your shares in an account with a brokerage firm, bank, a
broker dealer or other intermediary, it is critically important that you submit your voting instructions if you want your shares tocount for the non-discretionary items listed above.
How are abstentions treated?
Abstentions are also counted as present for purposes of determining the presence or absence of a quorum for the transactionof business. Abstentions have no effect on the determination of whether a nominee or any of the proposals have received thevote of a majority of all votes cast.
What are my choices for casting my vote on each matter to be voted on?
Proposal No.

Proposal

Voting Options

Effect of Abstentions

1

Election of Directors

2Advisory Vote to Approve
Executive Compensation(Say-on-Pay)
Ratification of the
Appointment of MSCI’s
Independent Auditor
Shareholder Proposal
described in Proxy
Statement, if Properly
Presented

FOR, AGAINST or ABSTAIN(for each director nominee)
FOR, AGAINST or ABSTAIN

No effect—not counted as a“vote cast”
No effect—not counted as a“vote cast”

FOR, AGAINST or ABSTAIN

No effect—not counted as a“vote cast”

FOR, AGAINST or ABSTAIN

No effect—not counted as a“vote cast”

3

4

2024 PROXY STATEMENT

113

How many votes are required to elect directors and adopt proposals?
The election of each director, the ratification of the appointment of PwC as MSCI’s independent auditor and the shareholder
proposal described in this Proxy Statement require the affirmative vote of a majority of all votes cast. For purposes of theelection of directors, a majority of votes cast shall mean that the number of votes cast “for” a director’s election exceeds thenumber of votes cast “against” the director’s election. The approval of a resolution regarding the compensation of our NEOs as
disclosed in this Proxy Statement is a non-binding advisory vote; however, we value the opinions of our shareholders and willtake into account the outcome of these votes in considering future compensation arrangements. A majority of the shares
entitled to vote on a matter, whether present virtually or by proxy, will constitute a quorum at the meeting.
What happens if a director does not receive a majority of the votes required for his or her re-election?
Under the laws of Delaware (our state of incorporation), if the director is not elected at the annual meeting, the director willcontinue to serve on the Board as a “holdover director.” However, our Bylaws provide that, in order for an incumbent director to
become a nominee of the Board, the director must submit an irrevocable resignation as director that becomes effective if (i) heor she does not receive a majority of the votes cast in an uncontested election and (ii) the Board accepts the resignation. If a
director does not receive a majority of the votes cast in an uncontested election, the Governance Committee will consider the
director’s resignation and recommend to the Board whether to accept or reject the resignation. The Board will decide whether
to accept or reject the resignation and publicly disclose its decision within 90 days after the election results are certified.
How do I revoke or change my proxy?
If you are a “record holder,” you can revoke or change your proxy at any time before your shares are voted, subject to the voting
deadlines that are described on the proxy card or voting instruction form, as applicable, by:• Voting again by internet or by telephone (only your last internet or telephone proxy submitted prior to the meeting will
be counted);• Signing and returning a new proxy card with a later date; or• Voting by internet while attending the virtual annual meeting (attending the annual meeting by internet does not revoke yourproxy unless you vote by internet during the virtual annual meeting).
If you are a “record holder,” you may also revoke your proxy by giving written notice of revocation to c/o Corporate Secretary,
MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007, which must be received no later
than 5:00 P.M. Eastern Time, on April 22, 2024.
If you are a beneficial owner of shares held in “street name,” you may revoke your proxy by following the instructions yourbrokerage firm, bank, broker dealer or other intermediary provides.
Will my vote be confidential?
Our Bylaws provide that your individual vote is confidential and will not be disclosed to any officer, director or employee of
MSCI, except as required by law and in certain limited circumstances such as when you request or consent to disclosure, ormake a request or comment on the proxy card.
Who counts the votes cast at the 2024 Annual Meeting?
Representatives of Broadridge will tabulate the votes cast at the 2024 Annual Meeting, and American Election Services, LLC
will act as the independent inspector of elections.
Where can I find the voting results of the 2024 Annual Meeting?
We expect to announce the preliminary voting results at the 2024 Annual Meeting. The final voting results will be tallied byrepresentatives of Broadridge, our inspector of elections, and will be subsequently published by us by the filing of a Current
Report on Form 8-K with the SEC within four business days after the 2024 Annual Meeting.

114

MSCI | Annex A: Frequently Asked Questions

Who will pay for the cost of the proxy solicitation?
We pay the expenses of the preparation of proxy materials and the solicitation of proxies for our 2024 Annual Meeting. Proxies
may be solicited on our behalf by directors, officers, employees or agents in person or by telephone, electronic transmission
and facsimile transmission. Our directors, officers and employees will receive no additional compensation for any
such solicitation.
We have also hired D.F. King & Co., Inc. (“D.F. King”), 48 Wall Street, 22nd Floor, New York, NY 10005, to assist in the
distribution and solicitation of proxies. We will pay D.F. King a fee of $20,000, plus reasonable expenses, for these services.
We will reimburse brokers and other similar institutions for costs incurred by them in mailing proxy materials tobeneficial owners.
How do I sign up for electronic delivery of proxy materials?
Shareholders can access this Proxy Statement and our 2023 Annual Report on Form 10-K via the internet atwww.proxyvote.com by following the instructions outlined on the secure website. For future annual meetings of shareholders,shareholders can consent to accessing our proxy materials, including the Notice of Internet Availability of Proxy Materials, our2023 Annual Report on Form 10-K and the Proxy Statement, electronically in lieu of receiving hard copies by mail. To receive
our proxy materials electronically, you will need access to a computer and an email account. If you vote through the internet atwww.proxyvote.com, you will be prompted to consent to receiving proxy materials electronically in future years. To consent toelectronic delivery, when prompted, you must indicate that you agree to receive such materials electronically in future years.
Shareholders that wish to revoke their request for electronic delivery may do so at any time without charge, by contacting us inwriting at c/o Corporate Secretary, MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York
10007 or by telephone at (212) 981-7465.
If you hold your shares through a brokerage firm, bank, broker dealer or other intermediary and you have not already done so,
you can choose electronic delivery of our proxy materials by contacting such intermediary. You may also update your email
address by contacting such intermediary.
What is householding?
Consistent with notices sent to shareholders of record sharing a single address, we will send only one copy of each of the
Notice of Internet Availability of Proxy Materials, our 2023 Annual Report on Form 10-K and this Proxy Statement to that
address unless we have received contrary instructions from any shareholder at that address. This “householding” practice
reduces our printing and postage costs. Shareholders may request or discontinue householding, or may request a separate
copy of each of the Notice of Internet Availability of Proxy Materials, our 2023 Annual Report on Form 10-K or this Proxy
Statement as follows:• Shareholders wishing to discontinue or begin householding, should contact us in writing at c/o Corporate Secretary at MSCI
Inc., 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007 or by telephone at (212) 981-7465.
• Shareholders owning their shares through a bank, broker or other holder of record who wish to either discontinue or begin
householding should contact their record holder.
• Any householded shareholder may request prompt delivery of a copy of each of the Notice of Internet Availability of Proxy
Materials, our 2023 Annual Report on Form 10-K or the Proxy Statement, as applicable, by contacting us at (212) 981-7465
or by writing to us at Investor Relations, MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, NewYork 10007 or via email at investor.relations@msci.com. Instructions for requesting such materials are also included in the
Notice of Internet Availability of Proxy Materials.
How can I submit a recommendation for a director candidate?
The Governance Committee oversees searches for and identifies qualified individuals for membership on MSCI’s Board.
Please see page 20 of this Proxy Statement for additional information on director qualifications.
Shareholders may make recommendations for consideration by the Governance Committee at any time. To recommend a
director candidate for consideration by the Governance Committee, a shareholder must submit a written notice which
demonstrates that it is being submitted by a shareholder of MSCI and include information about each proposed director
candidate, including name, age, business address, principal occupation, principal qualifications and other relevant biographicalinformation. In addition, the shareholder must confirm his or her candidate’s consent to serve as a director. There is nodifference in the manner in which the Governance Committee evaluates nominees proposed by shareholders and those
identified by the Governance Committee. Shareholders must send recommendations to the Governance Committee, c/o
Corporate Secretary, MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007.

2024 PROXY STATEMENT115

How can I submit nominees (such as through proxy access) or a shareholder proposal at the 2025 annual meetingof shareholders?
Shareholders who wish to submit a “proxy access” nomination for inclusion in our proxy statement in connection with our
2025 annual meeting of shareholders may do so by submitting a nomination notice, in compliance with the procedures andalong with the other information required by our Bylaws, in writing at c/o Corporate Secretary, MSCI Inc., 7 World Trade Center,
250 Greenwich Street, 49th Floor, New York, New York 10007 or by email to corporatesecretary@msci.com, no earlier thanOctober 14, 2024 and no later than November 13, 2024.
Shareholders intending to present a proposal at the 2025 annual meeting of shareholders under SEC Rule 14a-8 to request thatthe proposal be included in next year’s Proxy Statement must submit the proposal to us in writing at c/o Corporate Secretary,
MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007 or by email tocorporatesecretary@msci.com. We must receive the proposal by no later than November 13, 2024. If we hold our 2025 annual
meeting of shareholders more than 30 days before or after April 23, 2025 (the one-year anniversary date of the 2024 Annual
Meeting), we will disclose the new deadline by which shareholder proposals must be received under Item 5 of Part II of ourearliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably determined to inform
shareholders. In addition, shareholder proposals must otherwise comply with the requirements of Rule 14a-8 under the
Exchange Act and with the SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals incompany-sponsored proxy materials.
Shareholders intending to present a proposal at the 2025 annual meeting of shareholders, but not for inclusion of the proposal
in our Proxy Statement, or to nominate a person for election as a director, must comply with the requirements set forth in our
Bylaws. Our Bylaws require, among other things, that our Corporate Secretary receive written notice from the shareholder ofrecord of intent to present such proposal or nomination no more than 120 days and no less than 90 days prior to the firstanniversary of the preceding year’s annual meeting of shareholders. Therefore, the Company must receive notice of such a
proposal or nomination for the 2025 annual meeting of shareholders no earlier than December 24, 2024 and no later thanJanuary 23, 2025. If the date of the 2025 annual meeting of shareholders is advanced by more than 30 days, or delayed bymore than 90 days, from the first anniversary of the preceding year’s annual meeting of shareholders, notice by theshareholders to be timely must be so delivered to, and received by, our Corporate Secretary not earlier than the close ofbusiness on the 120th day prior to such annual meeting of shareholders and not later than the close of business on the later of
the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of suchmeeting is first made by the Company. The notice must contain the information required by our Bylaws, a copy of which isavailable upon request to us in writing at c/o Corporate Secretary, MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49th
Floor, New York, New York 10007.
How do I communicate with individual directors or the Board as a group?
Shareholders and other interested parties may contact any member (or all members) of the Board by mail. To communicate
with the Board, any individual director or any group or committee of directors, correspondence should be addressed to theBoard or any such individual director or group or committee of directors by either name or title. All such correspondence
should be sent to the Board at c/o Corporate Secretary, MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49th Floor,
New York, New York 10007. Correspondence that is unrelated to the duties and responsibilities of the Board such as spam,
junk mail and mass mailings, product complaints, personal employee complaints, product inquiries, new product suggestions,resumes and other forms of job inquiries, surveys, business solicitations or advertisements will not be forwarded to the Board.
How do I report issues regarding accounting, internal controls and other auditing matters?
Any interested parties may report potential issues regarding accounting, internal controls and other auditing matters. The
communication should be marked “Personal and Confidential” and sent to MSCI Inc., 7 World Trade Center, 250 Greenwich
Street, 49th Floor, New York, New York 10007, Attention: Chair of the Audit Committee of MSCI Inc., in care of the GeneralCounsel. Our Procedures for Submission of Ethical or Accounting Related Complaints are available on our website. To accessthis document, click on the “Corporate Governance” link under the “Investor Resources” tab found on our website’s Investor
Relations homepage (https://ir.msci.com).

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MSCI

Annex B: Supplemental
Financial Information
Non-GAAP Financial Measures
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (UNAUDITED)
Years Ended
In Thousands (Except Percentages)

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Net Income$ 1,148,592$$

Provision for income taxes
Other expense (income), net

220,469

870,573
173,268

725,983
132,153

15,548

163,799

214,589

1,384,609

1,207,640

1,072,725

Amortization of intangible assets

114,429

91,07980,592

Depreciation and amortization of property, equipment andleasehold improvements

21,00926,89328,901

477

—

7,702

Operating Income

Impairment related to sublease of leased property
Acquisition-related integration and transaction costs(1)

2,427

4,059

6,870

Consolidated Adjusted EBITDA$ 1,522,951$ 1,329,671$ 1,196,790

Index Adjusted EBITDA$ 1,106,973$$

985,407951,312Analytics Adjusted EBITDA

274,875

247,895

198,799

ESG and Climate Adjusted EBITDAAll Other – Private Assets Adjusted EBITDA

91,67861,09429,74849,42535,275

16,931$ 1,522,951$ 1,329,671$ 1,196,790

Consolidated Adjusted EBITDA(1)

Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including
professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after
the close of the relevant acquisition.

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117

RECONCILIATION OF NET INCOME AND DILUTED EPS TO ADJUSTED NET INCOME AND ADJUSTED EPS (UNAUDITED)
Years Ended
In Thousands, Except Per Share Data

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Net Income$ 1,148,592$$

Plus: Amortization of acquired intangible assets and equity method investment
basis difference
Plus: Debt extinguishment costs associated with the 2024, 2025, 2026 and 2027
Senior Notes Redemptions
Plus: Write-off of internally developed capitalized software
Plus: Impairment related to sublease of leased property
Plus: Acquisition-related integration and transaction costs(1)(2)
Less: Gain from changes in ownership interest of equity method investee
Less: Income tax effect(3)(4)

870,573

725,983

75,22967,37347,001——

59,104——16,013

492

—

8,702

2,427

4,220

7,041

(143,476)—(6,972)(3,809)(11,883)(26,462)

Adjusted net income$ 1,079,455$

930,283$

830,410

Diluted EPS

$

$

10.72

$

8.70

Plus: Amortization of acquired intangible assets and equity method investment
basis difference
Plus: Debt extinguishment costs associated with senior notes redemptions

14.39
0.94

0.83

0.56

—

—

0.71

Plus: Write-off of internally developed capitalized software

—

—

0.19

Plus: Impairment related to sublease of leased property

0.01

—

0.10

Plus: Acquisition-related integration and transaction costs

0.03

0.05

0.08

Less: Gain from changes in ownership interest of equity method investee(1.80)—(0.08)(1)(2)

Less: Income tax effect(3)(4)$(0.05) $(0.15) $(0.31)

Adjusted EPS

$

13.52

11.45

9.95

Diluted weighted average common shares outstanding

79,843$

81,215$83,479(1)

Acquisition-related integration and transaction costs of $4.1 million are presented within “General and administrative” expenses and $0.2
million are presented within “Depreciation and amortization of property, equipment and leasehold improvements” expenses for the year
ended December 31, 2022.

(2)

Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including
professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after
the close of the relevant acquisition.

(3)

Adjustments relate to the tax effect of non-GAAP adjustments, which were determined based on the nature of the underlying non-GAAP
adjustments and their relevant jurisdictional tax rates.

(4)

The pre-tax gain from changes in ownership interest of Burgiss of $143.0 is non-taxable; however, $8.6 million of income tax expense
recognized during the three and twelve months ended December 31, 2023 was related to the remeasurement of the deferred tax liability on
the Company's previous equity method investment in Burgiss.

118

MSCI | Annex B: Supplemental Financial Information

RECONCILIATION OF OPERATING EXPENSES TO ADJUSTED EBITDA EXPENSES (UNAUDITED)
Years Ended
In Thousands

Dec. 31, 2023

Dec. 31, 2022

Total Operating Expenses$ 1,144,311$ 1,040,958

Amortization of intangible assets

114,429

91,079Depreciation and amortization of property, equipment and leasehold improvements

21,00926,893477—

Impairment related to sublease of leased property
(1)

2,427

Acquisition-related integration and transaction costs
Consolidated adjusted EBITDA expenses

4,059

1,005,969$

Index adjusted EBITDA expenses

344,842$

Analytics adjusted EBITDA expenses

341,081328,212

ESG and Climate adjusted EBITDA expenses

195,890

167,217All Other – Private Assets adjusted EBITDA expenses

124,156

105,696

Consolidated adjusted EBITDA expenses(1)

1,005,969$

918,927
317,802

918,927

Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including
professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after
the close of the relevant acquisition.

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)
Years Ended
In Thousands

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Net cash provided by operating activities$ 1,236,029$ 1,095,369$

Capital expenditures(22,757)(13,617)(13,509)

Capitalized software development costs(68,094)(59,278)(39,285)

Capex
Free cash flow

(90,851)(72,895)$ 1,145,178$ 1,022,474

936,069(52,794)$

883,275

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119

Notes Regarding the Use of Non-GAAP Financial Measures
MSCI has presented supplemental non-GAAP financial measures as part of this Proxy Statement. A reconciliation is provided
that reconciles each non-GAAP financial measure with the most comparable GAAP measure. The non-GAAP financial
measures presented in this Proxy Statement should not be considered as alternative measures for the most directlycomparable GAAP financial measures. The non-GAAP financial measures presented in this Proxy Statement are used bymanagement to monitor the financial performance of the business, inform business decision-making and forecast
future results.
“Adjusted EBITDA” is defined as net income before (1) provision for income taxes, (2) other expense (income), net,
(3) depreciation and amortization of property, equipment and leasehold improvements, (4) amortization of intangible assets
and, at times, (5) certain other transactions or adjustments, including, when applicable, impairment related to sublease ofleased property and certain acquisition-related integration and transaction costs.
“Adjusted EBITDA expenses” is defined as operating expenses less depreciation and amortization of property, equipment andleasehold improvements and amortization of intangible assets and, at times, certain other transactions or adjustments,
including, when applicable, impairment related to sublease of leased property and certain acquisition-related integration andtransaction costs.
“Adjusted net income” and “adjusted EPS” are defined as net income and diluted EPS, respectively, before the after-tax impact
of: the amortization of acquired intangible assets, including the amortization of the basis difference between the cost of theequity method investment and MSCI’s share of the net assets of the investee at historical carrying value and, at times, certain
other transactions or adjustments, including, when applicable, the impact related to costs associated with debt
extinguishment, the impact from the write-off of internally developed capitalized software, the impact related to certain
acquisition-related integration and transaction costs, the impact from impairment related to sublease of leased property andthe impact related to gain from changes in ownership interest of investees.
“Capex” is defined as capital expenditures plus capitalized software development costs.
“Free cash flow” is defined as net cash provided by operating activities, less Capex.
Asset-based fees adjusted for the impact of foreign currency exchange rate fluctuations does not adjust for the impact fromforeign currency exchange rate fluctuations on the underlying assets under management.
We believe adjusted EBITDA and adjusted EBITDA expenses are meaningful measures of the operating performance of MSCI
because they adjust for significant one-time, unusual or non-recurring items as well as eliminate the accounting effects ofcertain capital spending and acquisitions that do not directly affect what management considers to be our ongoing operating
performance in the period.
We believe adjusted net income and adjusted EPS are meaningful measures of the performance of MSCI because they adjust
for the after-tax impact of significant one-time, unusual or non-recurring items as well as eliminate the impact of any
transactions that do not directly affect what management considers to be our ongoing operating performance in the period.
We also exclude the after-tax impact of the amortization of acquired intangible assets and amortization of the basis difference
between the cost of the equity method investment and MSCI’s share of the net assets of the investee at historical carrying
value, as these non-cash amounts are significantly impacted by the timing and size of each acquisition and therefore notmeaningful to the ongoing operating performance in the period.
We believe that free cash flow is useful to investors because it relates the operating cash flow of MSCI to the capital that isspent to continue and improve business operations, such as investment in MSCI’s existing products. Further, free cash flow
indicates our ability to strengthen MSCI’s balance sheet, repay our debt obligations, pay cash dividends and repurchase sharesof our common stock.
We believe that the non-GAAP financial measures presented in this Proxy Statement facilitate meaningful period-to-period
comparisons and provide a baseline for the evaluation of future results.
Adjusted EBITDA expenses, adjusted EBITDA, adjusted net income, adjusted EPS, Capex and free cash flow are not defined in
the same manner by all companies and may not be comparable to similarly-titled non-GAAP financial measures of othercompanies. These measures can differ significantly from company to company depending on, among other things, long-term
strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments.
Accordingly, the Company’s computation of these measures may not be comparable to similarly-titled measures computed byother companies.

120

MSCI | Annex B: Supplemental Financial Information

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

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

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121

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