Independent
Tenure on this board
12.5 yrs
11 nominees · 3 ballot items.
Election of directors; Advisory (non-binding) vote to approve executive compensation (Say-on-Pay); and ratification of PwC as independent auditor.
Election of 11 director nominees to hold office until the next annual meeting.
Non-binding, advisory vote to approve the compensation of MSCI’s Named Executive Officers as disclosed in the Proxy Statement.
This advisory (non-binding) proposal asks shareholders to approve the compensation of MSCI’s named executive officers as disclosed in the proxy materials. Management seeks this annual endorsement to validate its pay program design and to demonstrate alignment between executive pay and shareholder interests; the Board points to its pay-for-performance structure (AIP and LTIP), rigorous performance metrics, stock ownership and retention requirements, clawback policies, and recent program enhancements (e.g., RNN modifier for RSUs and formulaic AIP) as evidence of alignment. Company context includes a strong 2025 financial performance, continued emphasis on recurring revenue, and a special premium-priced stock option (PPO) grant to the CEO in early 2025 intended to reinforce long-term alignment and retention. The Board and Compensation Committee engaged extensively with shareholders in 2025 and note historical high Say-on-Pay support; they emphasize that the vote is advisory but that they will consider significant shareholder opposition and may respond with program changes. Critics could point to the CEO’s $15 million PPO award as an extraordinary grant, and shareholders weighing support will consider the exercise-price hurdles, five-year cliff vesting and retention requirements that limit near-term pay realization. The committee argues the PPOs are highly rigorous (large premium exercise prices and long vesting), and that recent LTIP/ AIP design changes strengthen pay-for-performance alignment. Given MSCI’s business mix (subscription/ recurring revenue, growing AI and private markets offerings), management frames the compensation program changes as targeted to incentivize strategic execution, recurring sales growth and long-term shareholder value. The Board recommends FOR, citing peer benchmarking, independent consultant advice, and investor engagement indicating general comfort with the program’s design and the rigorous features of the CEO special award.
Ratify the Audit and Risk Committee’s appointment of PricewaterhouseCoopers LLP as MSCI’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.4% | 4,653,076 | $2.5B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 4,024,536 | $2.2B |
| 3 | STATE STREET CORP | 4.3% | 3,114,932 | $1.7B |
| 4 | BAMCO INC /NY/ | 3.7% | 2,699,389 | $1.5B |
| 5 | BlackRock, Inc. | 3.6% | 2,600,504 | $1.4B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 1,767,712 | $951M |
| 7 | T. Rowe Price Investment Management, Inc. | 2.1% | 1,507,193 | $812M |
| 8 | BlackRock, Inc. | 2.0% | 1,481,912 | $799M |
| 9 | EDGEWOOD MANAGEMENT LLC | 1.9% | 1,401,992 | $756M |
| 10 | PRINCIPAL FINANCIAL GROUP INC | 1.7% | 1,270,657 | $685M |
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