Looking ahead, we remain focused on being nimble and investing aggressively to meet client demand across the growth opportunities in front of us, including with respect to ESG and climate.

¹   Recurring net new sales represent the amount of new recurring subscription sales net of subscription cancellations during the period.

Dear fellow shareholders,

First and foremost, thank you for your continued support of MSCI Inc. (“MSCI” or the “Company”). Thanks to MSCI’s more than 4,000 employees around the world, we delivered exceptional results in 2021, demonstrating the strength of our ambitious strategy, key long-term investments and relentless execution.

Delivering Results

Our 2021 performance further speaks to the trust our clients place in us to help them navigate an increasingly complex investment landscape and our ability to continue to meet their needs. Among other milestones, at the end of 2021, we achieved record full-year and quarterly recurring sales and recurring net new sales¹, along with the 32nd consecutive quarter of double-digit subscription growth in our Index product line.

We also affirmed our status as a leading provider of ESG and climate solutions for investors. We saw significant momentum in our ESG and Climate segment, resulting in nearly 50% top-line growth compared to the prior year. Throughout 2021, we rolled out several new climate tools, including an analytical tool that provides carbon emissions data for more than 15,000 private companies and nearly 4,000 active private equity and debt funds. This is in addition to our launch of Climate Lab Enterprise, a first-in-kind visualization dashboard that combines our climate data with our analytical risk and portfolio management capabilities, and the carbon emission data we already provide on nearly 10,000 public companies.

In 2021, we also saw a significant expansion of our capabilities with respect to private assets, with the completion of our acquisition of Real Capital Analytics, Inc. (“Real Capital Analytics” or “RCA”), a provider of data and analytics for the properties and transactions that drive the global commercial real estate capital markets. After this and other investments in our business, we returned approximately $440 million of cash to shareholders through a combination of dividends and share repurchases.

Positioning MSCI for the Future

Looking ahead, we remain focused on being nimble and investing aggressively to meet client demand across the growth opportunities in front of us, including with respect to ESG and climate. The global race

to net-zero keeps accelerating, and we aim to further position MSCI to become the top provider of ESG and climate solutions to the investment industry.

We will also continue to invest in our data-transformation strategy. This strategy was a direct result of the feedback we received from many of you. We plan to continue to rapidly incorporate new proprietary and third-party data sets to expand and enrich our existing content in order to generate more meaningful and richer insights for our clients. We are also continuing to create new pathways for clients to access and interact with our products, including by developing and launching our new open-architecture Investment Solutions as a Service (“ISaaS”) offerings, many of which can integrate with our clients’ existing ecosystems via APIs.

Doing our Part

For the last several years, including by publishing the MSCI Principles of Sustainable Investing, we have been urging all investors to integrate ESG and climate considerations into their investment processes in order to achieve long-term, sustainable investment performance. Since then, we have published reports, data and research to continue to provide clarity for investors so that they can make more informed decisions regarding material environmental, social and governance risks. We have also released tools that can help our clients navigate these efforts – tools that support our mission of enabling investors to build better portfolios for a better world. In 2022, we not only remain deeply committed to this objective, but we also aim to lead by example through our corporate responsibility policies and practices.

We Ask for Your Support

Your vote is very important to us. We strongly encourage you to read both our Proxy Statement and 2021 Annual Report on Form 10-K in their entirety and ask that you support our recommendations. We sincerely appreciate your continued support of MSCI, and we look forward to the 2022 Annual Meeting.

Sincerely,

HENRY A. FERNANDEZ

Chairman, Chief Executive Officer and Shareholder
March 16, 2022

The Board’s role is critical in overseeing MSCI’s strategy, and we continue to work closely with management on matters regarding the business, its performance and its long-term outlook.

Dear fellow shareholders,

The independent directors of MSCI and I join Henry in inviting you to attend our Company’s 2022 Annual Meeting. It is a privilege to continue serving as your independent Lead Director during this important time for MSCI. As we approach the 2022 Annual Meeting, I am grateful for this opportunity to share with you some of the ways that the Board has worked together over the past year to provide independent oversight of areas that are important to you.

Shareholder Engagement

As a Board, we actively engage with our shareholders and gain firsthand information on the areas that matter most to them, including not just strategy and financial performance, but other key issues such as corporate responsibility, our efforts around diversity, equity and inclusion (“DE&I”), executive compensation and corporate governance. In the winter of 2021, during our Corporate Responsibility Roadshow, members of MSCI’s senior management engaged with top shareholders representing more than 40% of our shares outstanding. Members of the Governance and Corporate Responsibility Committee of the Board, Jacques Perold and Paula Volent, participated in discussions with several shareholders during these meetings. As detailed in this Proxy Statement, under “Shareholder Engagement,” we covered a range of topics, and the Board continues to use your input to inform our practices to ensure they align with shareholder interests. We welcome your continued engagement and feedback.

Board Composition and Process

An essential component of the Board leadership structure at MSCI is oversight by independent directors. As MSCI’s Lead Director, I am responsible for helping ensure that the Board exercises its role independent from the management

of the Company, as described in this Proxy Statement, under “Structure of our Board,” to ensure independent and effective oversight.

One of my priorities as Lead Director is to ensure the Board is comprised of directors who are equipped to oversee the risks and opportunities of this business. This year’s Board nominees represent a wide range of backgrounds and expertise. We believe our diversity of experiences, perspectives and skills contribute to the Board’s effectiveness in managing risk and providing guidance to position MSCI for long-term success across rapidly changing business environments for us and for our clients. Of the 10 Board nominees, 9 are independent, which includes all committee chairs and members.

We are pleased to announce the nomination of Rajat Taneja for election to the Board at our 2022 Annual Meeting. Rajat is President of Technology for Visa Inc., and has 30 years of global technology, innovation, and research and development experience. He has been a tremendous addition to the Board as we seek to increasingly leverage cutting-edge technologies to deliver enhanced user experiences and evolve MSCI’s cybersecurity program. Rajat’s appointment in 2021 was informed by the Board’s continued focus on its composition, as well as insights provided through the Board’s annual evaluation process, which includes both evaluation of the Board and its Committees as well as individual director evaluation through interviews that I conduct with each director.

We also consistently prioritize a focus on the Board’s processes and structures to ensure they remain effective. In 2021, we instituted a review of the roles and responsibilities of our committees. We enhanced our committee charters to reflect leading practices and renamed

the Audit and Risk Committee; Compensation, Talent and Culture Committee; and Governance and Corporate Responsibility Committee to provide more clarity and transparency to stakeholders on areas of Board committee-level oversight. These changes in committee names and scope reflect the strategic significance that risk oversight, talent and culture management and corporate responsibility have to our long-term success, and they reflect the growing focus of these areas by our shareholders and the broader stakeholder community.

Commitment to Corporate Responsibility

The Board and its Governance and Corporate Responsibility Committee are actively engaged in overseeing MSCI’s corporate responsibility efforts, including to ensure that our practices complement our leadership in ESG and climate. Based on feedback from you, in 2021, we announced our net-zero commitment and increased the amount of reporting we prepare relating to our corporate responsibility efforts, including our first United Nations Sustainable Development Goals (SDG) report and our first Sustainable Finance Disclosure Regulations (SFDR) report. In addition, we published our two most recent EEO-1 reports (containing demographic data for our U.S. employees by race/ethnicity, gender and job categories) as well as SASB-aligned diversity disclosure, and we have committed to doing so in the future. As you will see in this Proxy Statement, we have added a more detailed “Corporate Responsibility” section to provide transparency on the governance of our corporate responsibility efforts by the Board and management.

Our People and the Future of Work

We are committed to ensuring that MSCI’s programs related to our employees continue to support our people and our strategy during a period of rapid change. The Board fully appreciates that MSCI’s employees are an essential element of our long-term success, and we spent significant time in 2021 reviewing the Company’s approach to organizational development, talent development, DE&I initiatives and succession planning. In particular, we focused on flexibility in how and where our employees work, and in January 2022, we implemented our “Future of Work,” a hybrid work environment that utilizes pandemic lessons to allow our employees to work at times at the office and other times remotely, depending on the requirements of specific roles. Following an extensive organizational design assessment, we also announced several changes to senior management, as well as the expansion of

MSCI’s Executive Committee to include greater representation from key operating functions, in particular, Research, Technology and Data, and Private Assets.

In 2021, we also spent significant time reviewing the Company’s executive compensation program to ensure that MSCI is appropriately incentivizing long-term performance and shareholder value creation. Over the past several years, MSCI has chosen to incorporate a number of performance-based metrics and qualitative goals to reward exceptional performance, including by assessing performance against individualized DE&I goals, which are directly linked to a portion of each Managing Director’s annual incentive compensation. As we continue to promote an “owner-operator” mindset within the Company, we also significantly enhanced the stock ownership requirements applicable to our senior leaders. You can learn more about our executive compensation program in this Proxy Statement, under “Compensation Matters.”

Oversight of Strategy and Risk

The Board’s role is critical in overseeing MSCI’s strategy, and we continue to work closely with management on matters regarding the business, its performance and its long-term outlook. The Board sees an incredible opportunity for MSCI to continue to be a leader in the evolving global investment landscape, and, in 2021, our Board meetings regularly included consideration of significant business and organizational initiatives, capital allocation strategies and corporate development opportunities, including our acquisition of Real Capital Analytics in September. Throughout the year, the Board was also kept informed of enterprise risk and information technology risk developments, including our technology infrastructure, regulatory and compliance matters, public policy developments, risks and opportunities related to climate and go-to-market strategy.

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 your behalf in 2022 and beyond. We look forward to hearing your views at the 2022 Annual Meeting and through our on-going engagement.

Sincerely,

ROBERT G. ASHE

Independent Lead Director and Shareholder
March 16, 2022

NOTE ON FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to future events or to future financial performance 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 by these 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 other comparable 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 our 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 2021 Annual Report on Form 10-K filed with the SEC on February 11, 2022 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 our underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement in this Proxy Statement reflects 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 these forward-looking statements for any reason, whether as a result of new information, future events or otherwise, except as required by law.

Information and reports on our website or other websites that we refer to in this Proxy Statement will not be deemed a part of, or otherwise incorporated by reference in, this Proxy Statement or any other report we file with the SEC.

MSCI at a Glance

MSCI Inc. trades under the symbol “MSCI” on the New York Stock Exchange (“NYSE”) and as of March 1, 2022 had a market capitalization of $40.7 billion.

As of December 31, 2021,
we employed

4,303 people and served over

6,300 clients in more than

95 countries.

We are a leading provider of critical decision support tools and solutions for the global investment community. Our mission-critical offerings help investors address the challenges of a transforming investment landscape and power better investment decisions. Leveraging our knowledge of the global investment process and our expertise in research, 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.

Mission

To enable investors to build better portfolios for a better world.

Strategic Pillars of Growth

Addressing All Participants in the Investment Process

RECENT HIGHLIGHTS

●  ESG and Climate Research

●  Published “The Role of Capital in the Net-Zero Revolution” to identify specific steps to drive to a net-zero economy by 2050

●  Published the “Women on Boards Progress Report,” our annual survey on the state of women’s representation on corporate boards

●  Published “Breaking Down Corporate Net-Zero Climate Targets” to provide a framework to assess companies’ decarbonization targets

●  Data and Metrics Published

●  Launched our Implied Temperature Rise search tool, which discloses how individual companies align with different climate pathways and decarbonization targets

●  Launched the MSCI Net-Zero Tracker to gauge progress by the world’s public companies toward curbing climate risk

●  Released the U.S. Racial and Ethnic Data Set to provide information on select U.S. companies’ disclosure practices and policies with regards to racial and ethnic diversity

●  Product Launches and Initiatives

●  Launched our MSCI Climate Lab Enterprise product to help investors monitor and manage climate risk across the investment process

●  Expanded our toolkit of climate data and reporting capabilities to help investors meet the requirements of the E.U. Sustainable Finance Disclosure Regulation (“SFDR”)

●  Together with The Burgiss Group, LLC (“Burgiss”), launched the Carbon Footprinting of Private Equity and Debt Funds product to measure the carbon intensity of private assets

●  ESG and Climate Index Launches

●  Introduced MSCI Climate Paris Aligned Indexes, designed to support investors seeking to reduce their exposure to transition and physical climate risks

●  Launched a new suite of Circular Economy Indexes that aim to represent the performance of companies that facilitate a transition to a circular economy, addressing global resource challenges such as energy scarcity, biodiversity loss, waste and pollution

RECENT HIGHLIGHTS

●  Diversity Equity & Inclusion (DE&I)

●  Hired our first Chief Diversity Officer, responsible for operating across MSCI to align our DE&I goals with business outcomes, help embed DE&I considerations in the way we do business, attract and retain the best diverse talent and increase the impact of our internal workplace initiatives

●  Published our 2020 and 2019 U.S. Consolidated EEO- 1 Report data, in addition to disclosing diversity data aligned to Sustainability Accounting Standards Board (“SASB”) categories

●  Formed three new DE&I employee resource groups (“ERGs”), the Asian Support Network, All Abilities Network and Hola! MSCI

●  Executed 4th Annual Global DE&I Summit, an internal event that focuses on leadership development and strategic planning

●  Compensation

●  All Managing Directors created, and were held accountable for, individual DE&I Goals directly linked to their 2021 compensation

●  Enhanced Executive Committee Share Ownership Guidelines to be one of the most robust in our peer group and to reflect MSCI’s deep commitment to an “owner-operator” mindset

●  Employee Engagement: In our most recent employee engagement survey (not including employees from newly acquired companies), the percentage of respondents characterized as “fully engaged” equaled the highest since implementing the survey

●  Future of Work: Launched our Future of Work initiative that introduces increased flexibility of when and where employees work, reimagines the use of our offices and ramps up the use of technology to enhance our interactions with clients and employees

RECENT HIGHLIGHTS

●  New Commitments

●  Committed to a goal of net-zero carbon emissions before 2040 throughout our operations, prioritizing reducing our most material and controllable emissions and engaging with our suppliers

●  Committed to support all of the United Nations (“UN”) Sustainability Development Goals (“SDGs”) and aim to measure impact for SDGs relating to gender equality, decent work and economic growth, reduced inequality and climate action

●  External Recognition: Improved our CDP score to reach leadership score of A-

●  Expanding Alliances

●  Became a founding member of the Net Zero Financial Service Providers Alliance, committing to align our relevant services and products with a 2050 net-zero emissions target

●  Participated in, and met with policymakers and financial regulators at, the UN Climate Change Conference (COP26)

●  Engaging with our Suppliers

●  Updated Supplier Code of Conduct to address emissions in the MSCI supply chain. Prioritized engagement with major suppliers to align net-zero goals

●  Developed an internal Sustainable Supplier Management Team to support efforts to learn about our suppliers’ corporate responsibility practices and seek alignment with our own commitments

●  New Reporting

●  Published first SFDR report

●  Published first UN SDGs report

●  Updating our Policies

●  Updated our Environmental Policy to include our commitment to net-zero and to environmental issues (e.g., biodiversity, waste and water)

●  Updated our Travel Policy to encourage employees to prioritize virtual meetings and use of low carbon travel options

RECENT HIGHLIGHTS

●  Board Developments

●  Appointed Rajat Taneja, a new director with a deep background in technology

●  Enhanced Board Committee Charters to reflect leading practices and renamed the Audit and Risk Committee, Compensation, Talent and Culture Committee and Governance and Corporate Responsibility Committee to provide more clarity and transparency on Board committee-level oversight

●  Conducted board education sessions to strengthen the Board’s expertise on climate, including sessions on climate science, climate investing, climate reporting solutions and net-zero commitments

●  Corporate Responsibility Governance

●  Formed a Corporate Responsibility Policy Committee (“CRPC”), responsible for reviewing strategic corporate responsibility initiatives

●  Expanded the Corporate Responsibility Committee (“CRC”) to include new members from DE&I, Technology, Data Management, Client Coverage, Controllership and Financial Planning & Analysis teams.

●  Risk Oversight: Integrated climate and DE&I into our risk management program, with reporting to the Audit and Risk Committee

Proposal 1

Election of Directors

The Board recommends a vote

FOR each director nominee.

  SEE PAGE 20

OUR BUSINESS

Market Trends

Competitive Environment

Product Development

Financial Performance

Overall Outlook

OUR CORPORATE RESPONSIBILITY EFFORTS

Corporate Responsibility Practices and Disclosures, including ESG & Climate

Human Capital Management, including DE&I

Executive Compensation Program

OVER 300

meetings with our shareholders, prospective shareholders and sell-side analysts, including successful Investor Day and Corporate Responsibility Roadshow

~58% of our shares outstanding

represented across our shareholder engagement meetings in 2021

Proposal 2

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

The Board recommends a vote

FOR this proposal.

  SEE PAGE 55

●  Restricted Stock Units (for 2021, ratable vest, and for 2022, cliff-vest after a three-year service period)

●  Performance Stock Units (earned based on absolute TSR CAGR) with a 1-year post vesting mandatory holding period for 3-Year PSUs

●  Performance Stock Options (earned based on cumulative revenue and cumulative Adjusted EPS) (new for 2022)

Annual grant of RSUs to our NEOs (other than our CEO and President & COO) that cliff-vest at the end of a three-year service period. This reflects a change from ratable vesting over three years for RSUs granted prior to 2022.

●  Our CEO and President & COO were not granted any RSUs in 2021 or 2022, and instead all of their LTIP awards for such years were granted in the form of PSUs and PSOs tied to performance metrics.

Annual grant of PSUs which cover a cumulative three-year performance period.

The 3-Year PSUs are eligible to vest between 0% and 300% based on the achievement of an absolute total shareholder return compound annual growth rate (“TSR CAGR”) performance metric.

The 3-Year PSUs include a one-year post-vest mandatory holding period.

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) a cumulative revenue performance goal and (ii) a cumulative adjusted EPS performance goal (each weighted at 50%).

●  No changes made to 2020 Operating Plan or annual cash incentive targets for 2020 under AIP in response to challenging operating environment

●  97.8% of the votes cast on the Say-on-Pay Advisory Vote at the 2020 annual meeting of shareholders were in support of the compensation of our NEOs

●  No increase to CEO base salary or total target cash incentive award for 2020

●  CEO received all of his LTIP awards in the form of PSUs, and increased proportion of his 5-Year PSUs from 50% to 60% of total CEO equity compensation for 2020

●  President & COO began receiving all of his LTIP awards in the form of PSUs

●  CEO and President & COO received all of their LTIP awards in the form of PSUs

●  Added a 1-year post-vest mandatory holding period to 3-Year PSU awards

●  96.8% of the votes cast on the Say-on-Pay Advisory Vote at the 2021 annual meeting of shareholders were in support of   the compensation of our NEOs

●  No increase to CEO and President & COO base salaries, total target cash incentive awards or target LTIP awards for 2021

●  President & COO increased proportion of 5-Year PSUs from 50% to 60% (commensurate with CEO)

●  Linked 10% of the target AIP cash incentive for all Managing Directors globally to achievement of DE&I Goals

●  Introduced PSOs as new equity vehicle

●  CEO and President & COO received all of their LTIP awards in the form of 3-Year PSUs and PSOs, tied to performance metrics

●  Annual grant of RSUs for other NEOs will cliff-vest at the end of a three-year service period

●  Retained 1-year post-vest mandatory holding period on 3-Year PSU awards

●  Increased minimum share ownership requirements applicable to all members of our Executive Committee, including our CEO and President & COO to 12X base salary

●  Added requirement that while members of the Executive Committee, such individuals including our NEOs, must hold shares equivalent, in the aggregate, to 25% of the “net shares” they receive from equity awards granted to them after January 1, 2022

●  No increase to CEO and President & COO base salaries or total target cash incentive awards for 2022

●  All Executive Committee members included a climate commitment goal in their 2022 individual KPIs under the AIP

Response to Say-on-Pay Vote

At our 2021 annual meeting of shareholders, stockholders again expressed overwhelming support for the compensation of our NEOs with approximately 96.8% of the votes cast approving our “Say on Pay” advisory proposal relating to our NEO compensation. This represents the fourth consecutive year of “Say on Pay” approval of 96% or higher.

Proposal 3

Ratification of the Appointment of MSCI’s Independent Auditor

The Board recommends a vote

FOR this proposal.

  SEE PAGE 99

Our Board currently has 10 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 resignation, death or removal. All of the nominees presented beginning on page 14 of this Proxy Statement are directors of MSCI as of March 16, 2022. All directors, other than Rajat Taneja, were elected at the 2021 annual meeting of shareholders. 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 the Company’s strategic initiatives.

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 2022 Annual Meeting is required to approve Proposal No. 1. Abstentions shall not be treated as votes cast. For additional information on the consequences for directors who do not receive a majority of the votes cast, please refer 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 ten nominees named below.

Proxies solicited by our Board will be voted “FOR” these nominees unless otherwise instructed.

Director since: 2013

Age: 62 years old

Committees:

Audit Committee (Member)
Strategy Committee (Chair)

ROBERT G. ASHE

Independent Lead Director

Mr. Ashe retired from IBM Corporation (“IBM”) in January 2012, where he had most recently served as General Manager of Business Analytics from 2010 to 2012 and before that as General Manager of Business Intelligence and Performance Management since 2008, following IBM’s acquisition of Cognos Inc. (“Cognos”), a Canadian provider of business intelligence and performance management software. Mr. Ashe worked for Cognos from 1984 to 2008, holding various executive positions, including most recently President and Chief Executive Officer from 2004 to 2008, President and Chief Operating Officer from 2002 to 2004 and Chief Corporate Officer from 2001 to 2002, during a portion of which time he also served as Chief Financial Officer. He also held various Senior Vice President positions in Worldwide Field Operations, Products and Application Development Tools from 1996 to 2001. Prior to that, he held various Vice President roles within Product Development and Corporate Finance. Mr. Ashe holds a Bachelor of Commerce from the University of Ottawa. Mr. Ashe is also a Certified Public Accountant in Canada.

CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:

Shopify Inc. (May 2015 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 in the technology sector, including his oversight of product marketing, software development, revenue growth initiatives and strategic transactions, render him qualified to serve as one of our directors. As a member of other public company boards and the former CEO of a public company, Mr. Ashe also brings to the Board insight with respect to the Board’s roles and responsibilities that are vital to his role as our Lead Director.

Director since: 2015

Age: 66 years old

Committees:

Audit Committee (Chair)
Compensation Committee (Member)

WAYNE EDMUNDS

Independent Director

Mr. Edmunds previously served as the Interim Group Chief Executive of BBA Aviation plc from July 2017 to March 2018. He previously served as Chief Executive Officer of Invensys plc at Invensys Systems, Inc. (“Invensys”) from 2011 until his retirement in 2014. Previously, Mr. Edmunds was Chief Financial Officer of Invensys. Prior to joining Invensys in 2008, Mr. Edmunds was Senior Vice President of Finance at Reuters America, Inc. from 2005 to 2008. Mr. Edmunds served as the Chief Financial Officer of Innovance Networks Inc. (“Innovance”) from 2000 to 2004, where he was responsible for financial planning and operations. Prior to joining Innovance, Mr. Edmunds held other senior management roles in the technology sector, including working 17 years at Lucent Technologies, Inc., where he served as Vice President of Finance for the Optical Networking Division and as Vice President of Marketing and Business Development and was responsible for Europe, Middle East and Africa operations. Mr. Edmunds began his career at Amerada Hess Oil as an analyst in Corporate Treasury. Mr. Edmunds holds a Bachelor of Arts in accounting from Rutgers University and an M.B.A. in finance from Pace University.

PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS:

Signature Aviation plc (August 2013 to June 2021), Dialight plc (February 2016 to August 2019) and Ashtead Group plc (February 2014 to September 2018)

QUALIFICATIONS:

We believe that Mr. Edmunds’ extensive insight into global companies in the technology sector and his memberships on the Boards of multiple international companies render him qualified to serve as one of our directors.

Director since: 2007

Age: 63 years old

HENRY A. FERNANDEZ

Chairman and CEO

Mr. Fernandez has served as Chairman of our Board since 2007 and as our CEO and a director since 1998. He also served as head of the MSCI business from 1996 to 1998 and as President from 1998 to October 2017. Before leading MSCI’s transition to becoming a fully independent, standalone public company in 2007, he was a Managing Director at Morgan Stanley, where he worked in emerging markets business strategy, equity derivatives sales and trading, mergers and acquisitions, and corporate and mortgage finance. Mr. Fernandez worked for Morgan Stanley from 1983 to 1991 and from 1994 to 2007. Mr. Fernandez holds a Bachelor of Arts in economics from Georgetown University, an M.B.A. from the Stanford University Graduate School of Business and pursued doctoral studies in economics at Princeton University.

CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:

Royalty Pharma plc (August 2020 to present)

QUALIFICATIONS:

We believe that Mr. Fernandez’s extensive experience and leadership in the financial services industry as well as his unparalleled knowledge of MSCI and its business, including as our Chairman and Chief Executive Officer, render him qualified to serve as one of our directors.

Director since: 2009

Age: 70 years old

Committees:

Governance Committee (Member)

CATHERINE R. KINNEY

Independent Director

Ms. Kinney retired from NYSE Euronext in March 2009, having served as a Co-President and Co-Chief Operating Officer from 2002 to 2008. From 2007 to 2009, she served in Paris overseeing global listings, marketing and branding, and served as part of the integration team following the merger of NYSE and Euronext in April 2007. Ms. Kinney joined NYSE in 1974 and rose through the ranks holding management positions with responsibility for several divisions, including: all client relationships from 1996 to 2007, trading floor operations and technology from 1987 to 1996 and regulation from 2002 to 2004. Ms. Kinney holds a Bachelor of Arts from Iona College and has completed the Advanced Management Program at Harvard Graduate School of Business. She has received honorary degrees from Georgetown University, Fordham University and Rosemont College.

CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:

MetLife Inc. (April 2009 to present) and SolarWinds Corporation (October 2018 to present)

PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS:

QTS Realty Trust, Inc. (August 2013 to September 2021)

QUALIFICATIONS:

We believe that Ms. Kinney’s management experience, including her role in overseeing a multinational business, as well as her expertise in corporate governance, including her role in developing the NYSE corporate governance standards for listed companies, render her qualified to serve as one of our directors.

Director since: 2017

Age: 63 years old

Committees:

Governance Committee (Chair)
Strategy Committee (Member)

JACQUES P. PEROLD

Independent Director

Mr. Perold was president of Fidelity Management & Research Company, the investment advisor for Fidelity’s family of mutual funds, until his retirement in 2014. From 2001 to 2009, Mr. Perold was president of Geode Capital Management, LLC, a sub-advisor to Fidelity. He is currently a trustee of New York Life Insurance Company’s MainStay mutual funds, a trustee of Partners in Health, and a co-founder, CEO and Chairman of CapShift, a company focused on enabling impact investments from donor-advised funds and foundations. Mr. Perold holds a Bachelor of Arts degree in economic history from the University of Cape Town and a post-graduate Bachelor of Arts Honours degree in sociology from the University of Cape Town.

CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:

Allstate Corporation (December 2015 to present)

QUALIFICATIONS:

We believe that Mr. Perold’s over 30 years of experience and leadership in strategy and operations as well as experience as an investment professional at one of the world’s largest asset management firms render him qualified to serve as one of our directors.

Director since: 2020

Age: 52 years old

Committees:

Audit Committee (Member)
Strategy Committee (Member)

SANDY C. RATTRAY

Independent Director

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

QUALIFICATIONS:

We believe that Mr. Rattray’s over 25 years of experience in the global investment industry, including his focus on the technological innovation impacting the industry, render him qualified to serve as one of our directors.

Director since: 2007

Age: 61 years old

Committees:

Audit Committee (Member)
Compensation Committee (Chair)

LINDA H. RIEFLER

Independent Director

Ms. Riefler retired from Morgan Stanley in February 2013. Ms. Riefler served as the Chair of Global Research at Morgan Stanley from June 2011 to February 2013 and prior to that served as the Global Head of Research from 2008. She was the Chief Talent Officer of Morgan Stanley from 2006 to 2008. In these roles she served on both the Management Committee and Operating Committee of Morgan Stanley. Ms. Riefler joined Morgan Stanley in 1987 in the Capital Markets division and was appointed a Managing Director in 1998 while in the Research division. Ms. Riefler holds a Bachelor of Arts in economics from Princeton University and an M.B.A. from the Stanford University Graduate School of Business.

CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:

CSX Corporation (March 2017 to present)

QUALIFICATIONS:

We believe that Ms. Riefler’s in-depth knowledge of talent management, risk management, company valuation and the global capital markets render her qualified to serve as one of our directors.

Director since: 2017

Age: 55 years old

Committees:

Compensation Committee (Member)
Strategy Committee (Member)

MARCUS L. SMITH

Independent Director

Mr. Smith was the Chief Investment Officer, Canada Equity and a Portfolio Manager, International Equities at MFS Investment Management (“MFS”) until his retirement in April 2017. As a portfolio manager, he was responsible for managing the MFS Institutional International Equity Portfolio and the International Concentrated Portfolio. He joined MFS in 1994 and held a variety of positions, including Chief Investment Officer (Asia) from 2010 to 2012, based in Boston, Director of Asian Research from 2005 to 2009, based in Singapore, and Equity Analyst from 1995 to 2000, based in London. Mr. Smith currently also serves as a trustee for certain Eaton Vance funds. Mr. Smith holds a Bachelor of Science from the University of Mount Union and an M.B.A. from the Wharton School, University of Pennsylvania.

CURRENT OTHER PUBLIC COMPANY DIRECTORSHIPS:

First Industrial Realty Trust, Inc. (February 2021 to present)

PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS:

DCT Industrial Trust, Inc. (October 2017 to August 2018)

QUALIFICATIONS:

We believe that Mr. Smith’s extensive experience in global financial markets and as an investment professional, including experience in Asia and Europe, render him qualified to serve as one of our directors.

Director since: 2021

Age: 57 years old

Committees:

Audit Committee (Member)

RAJAT TANEJA

Independent Director

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

PRIOR OTHER PUBLIC COMPANY DIRECTORSHIPS:

Ellie Mae, Inc. (June 2015 to April 2019)

QUALIFICATIONS:

We believe that Mr. Taneja’s over 30 years of experience in global technology, innovation and research and development render him qualified to serve as one of our directors.

Director since: 2020

Age: 65 years old

Committees:

Governance Committee (Member)
Strategy Committee (Member)

PAULA VOLENT

Independent Director

Ms. Volent is currently Vice President and Chief Investment Officer at The Rockefeller University, a role she has held since August 2021. She previously served as Senior Vice President for Investments and Chief Investment Officer at Bowdoin College from 2006 to June 2021, Vice President for Investments at Bowdoin College from 2002 to 2006, and Associate Treasurer at Bowdoin College from 2000 to 2002. Prior to joining Bowdoin College in 2000, Ms. Volent served as a Senior Associate at the Yale Investments Office and before focusing on endowment management, she worked as a paper conservator. She holds an M.B.A. from Yale School of Management, a Master of Arts from the Institute of Fine Arts, New York University and a Bachelor of Arts from the University of New Hampshire.

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 and her engagement with the global investment community render her qualified to serve as one of our directors.

1
DIRECTOR
RECRUITMENT
PROCESS

2
IDENTIFICATION
AND INTERVIEW OF
CANDIDATES

From the candidates provided by the third-party search firm as well as input from directors and management, the Governance Committee identifies a short list of high-potential candidates, and the search firm then conducts an initial assessment of these candidates’ skills, experience, background and availability to commit to Board service.

The Governance Committee Chair meets with a number of candidates. Certain candidates also meet with members of the Governance Committee, the Chairman and the Lead Director.

3
BOARD DECISION
AND NOMINATION

●  The Board appointed Rajat Taneja to the Board, effective June 1, 2021.

●  Mr. Taneja’s Qualifications:

●  Over 30 years of global technology, innovation and research and development experience.

●  Leverages his experience to provide invaluable insight into the continuing transformation of MSCI’s data and technology capabilities.

●  Prior public company board experience, including service on the Technology and Cybersecurity Committee and Governance and Corporate Responsibility Committee.

Independent Board

●  Unparalleled historical knowledge and depth of understanding of the Company and its businesses

●  Oversees the Executive Committee (which includes all of our executive officers) in its day-to-day management of the Company

●  Chairs Board meetings and annual shareholder meeting

●  Works with the Lead Director to set agendas for Board meetings (which the Lead Director approves)

●  Collaborates with the Board on the Company’s strategy and leads management in implementing that strategy

●  Meets frequently with clients and shareholders and communicates feedback to the Board and senior management

●  Manages the development of senior management and our businesses to succeed in a dynamic and competitive landscape

●  Strong and independent leadership style

●  Appointed annually by the Board’s independent directors

●  Presides at all meetings of the Board at which the Chairman is not present and has the authority to call independent director sessions

●  Approves other Board related materials (directors, acting through the Lead Director, may propose matters to be included on the agenda for a meeting)

●  Approves Board meeting agendas and schedules to assure sufficient time for discussion of all items

●  Facilitates a strong, independent oversight function by leading executive sessions of independent directors at least after every quarterly Board meeting

●  Facilitates communication between the Chairman and independent directors

●  Leads Board and individual director evaluations

●  Meets directly with management other than the CEO and President & COO

●  Consults and directly communicates with shareholders and other key constituents, as appropriate

●  Collaborates with the Compensation Committee to oversee management succession planning efforts

MEMBERS:

Wayne Edmunds (Chair)
Robert G. Ashe
Sandy C. Rattray
Linda H. Riefler
Rajat Taneja

MEETINGS HELD IN 2021: 9

●  All members are independent within the meaning of the NYSE standards of independence for directors and audit committee members.

●  All members satisfy NYSE financial literacy requirements, each of Messrs. Ashe, Edmunds and Rattray and Ms. Riefler have accounting or other related financial management expertise, and Messrs. Ashe and Edmunds have been designated as “audit committee financial experts,” as defined by SEC rules.

PRIMARY RESPONSIBILITIES:

●  Oversees the integrity of the Company’s financial statements, internal controls over financial reporting and risk assessment and risk management (including major financial risk exposures and cybersecurity risks).

●  Appoints and determines the compensation of 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 audit plan, 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 to such 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 regulatory, litigation and financial risk exposures and technology and cybersecurity risks, (ii) policies and practices with respect 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 2021:

●  Climate risk considerations in light of increasing interest by stakeholders.

●  Risks associated with IT and cybersecurity.

●  Risk management and governance of data and research used in our ESG and Climate business.

The Audit Committee changed its name in 2021 to the Audit and Risk Committee to provide greater alignment with the full duties and responsibilities outlined in the Audit and Risk Committee’s Charter and reflect the broad scope of its oversight responsibilities.

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 97 of this Proxy Statement.

MEMBERS:

Linda H. Riefler (Chair)
Wayne Edmunds
Marcus L. Smith

MEETINGS HELD IN 2021: 8

●  All members are independent within the meaning of the NYSE standards of independence for directors and compensation committee members.

●  All members qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

PRIMARY RESPONSIBILITIES:

●  Reviews the Company’s compensation strategy and reviews and approves the Company’s compensation and benefits policies generally, 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 Executive Committee members.

●  Identifies, reviews and approves corporate goals and objectives to be used in the Company’s compensation programs, sets compensation for the Company’s executive officers and such other members of senior management as the Committee determines (the “Executives”), and evaluates each Executive’s performance, each in light of such goals and objectives.

●  Reviews and approves the compensation of the Company’s CEO and each of the Company’s other Executives, including: base salary; annual and long-term incentive compensation; employment, severance and change in control agreements; and any other compensation, ongoing perquisites or special benefit items.

●  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 planning and oversees the Company’s talent management, progression planning, career progression and retention strategies and programs, including the Company’s learning and development and DE&I programs.

●  At least annually, reviews the Company’s DE&I programs including their key performance metrics.

●  Periodically reviews the Company’s initiatives and strategies relating to corporate culture, including considering the Company’s performance and pay-for-performance alignment when reviewing the workplace environment and culture 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 and recommends to the Board the inclusion of each in the Company’s annual proxy statement (included on pages 57 and 86 of this 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, taking into account the results of the most recent shareholder advisory vote on frequency of “Say on Pay” votes, if any, and reviews and approves the proposals regarding the “Say on Pay” vote and the frequency of the “Say on Pay” vote to be included in the Company’s proxy statement.

●  Considers the independence requirements of the NYSE prior to selecting a compensation consultant, legal counsel or other 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 any proposed changes to the Board, if required.

KEY AREAS OF FOCUS IN 2021:

●  In light of the COVID-19 pandemic, received ongoing reports from management around employee well-being, remote work resources and the transition to the Future of Work, our new way of working that provides greater flexibility for a vast majority of our employees.

●  Focused on enhancing DE&I initiatives.

●  Advised management on linking target annual cash incentives to achievement of individual DE&I goals.

●  Focused on MSCI’s organizational design and development to align with an enhanced focus on complete client-centricity.

Compensation Committee Interlocks and Insider Participation: None.

The Compensation and Talent Management Committee changed its name in 2021 to the Compensation, Talent and Culture Committee to provide more clarity and transparency on the committee’s oversight of talent management and corporate culture and reflect the broad scope of its oversight responsibilities.

MEMBERS:

Jacques P. Perold (Chair)
Catherine R. Kinney
Paula Volent

MEETINGS HELD IN 2021: 5

●  All members are independent within the meaning of the NYSE standards of independence for directors.

PRIMARY RESPONSIBILITIES:

●  Annually reviews the size and composition of the Board and its committees in light of the current challenges and needs of the Board, the Company and each committee and considers the skills, background and experience of each director in doing so.

●  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, focuses on identifying women and other diverse talent in the pool of candidates.

●  Retains any search firm that assists the Governance Committee in identifying candidates and maintains sole authority to approve 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 Company’s management, including the Chief Responsibility Officer, the Company’s related practices, disclosures, ratings from various providers and risks.

●  Evaluates the Company’s shareholder engagement practices 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 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.

KEY AREAS OF FOCUS IN 2021:

●  On an ongoing basis, reviewed Board composition and Board skills needed, with a focus on enhancing diversity in ongoing director searches and led the director search process resulting in the appointment of one new director in 2021.

●  Focused on policies and initiatives related to the Company’s carbon commitments, including the goal of net-zero emissions before 2040.

●  Drove enhancements to the Board education program by increasing informal remote- learning sessions for deep-dives on certain areas of the Company’s business, including on ESG and climate.

The Nominating and Corporate Governance Committee changed its name in 2021 to the Governance and Corporate Responsibility Committee to provide more clarity and transparency on the committee’s oversight of corporate responsibility, ESG and climate and other sustainability matters and to reflect the broad scope of its oversight responsibilities.

MEMBERS:

Robert G. Ashe (Chair) Jacques P. Perold Sandy C. Rattray
Marcus L. Smith
Paula Volent

MEETINGS HELD IN 2021: 10

●  All members are independent within the meaning of the NYSE standards of independence for directors.

PRIMARY RESPONSIBILITIES:

●  Evaluates management’s recommendations with respect to the strategic direction of the Company and regularly consults with 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 investments, and any financings for mergers, acquisitions and other significant financial transactions, in each case requiring the Board’s approval.

●  Reviews and oversees management’s plans and objectives for the capitalization of the Company, including target leverage levels and the structure and amount of debt and equity required to meet the Company’s financing needs.

●  Oversees the Company’s share repurchase programs, subject to Board-approved policies.

●  Reviews and recommends for approval by the Board changes to the Company’s dividend policy.

KEY AREAS OF FOCUS IN 2021:

●  Advised management on its capital allocation program, including with respect to its approach to share repurchases, refinancing the Company’s debt and increasing the Company’s quarterly dividend.

●  Focused on the competitive landscape and advised management on merger, partnership and acquisition opportunities, with a focus on the private asset segment, including the acquisition of Real Capital Analytics.

●  Collaborated with management on the agenda for the Board’s two-day strategy session to ensure alignment with internal investments and growth opportunities.

BOARD MEETINGS

EXECUTIVE SESSIONS, WHICH FOLLOWED THE BOARD MEETINGS

OCCASIONS WHERE THE BOARD TOOK ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE TOTAL BOARD MEETINGS AND COMMITTEE MEETINGS ON WHICH THE DIRECTOR SERVED THAT WERE HELD WHILE THE DIRECTOR WAS A MEMBER

1

INITIATION OF PROCESS

2

EVALUATION

3

DISCUSSION

4

FOLLOW-UP

5

FEEDBACK
AND RECENT INITIATIVES

ENHANCED REVIEW OF STRATEGIC GOALS:

●  Periodic review with Board on strategic initiatives

●  Board and committee agendas increasingly focus on “forward-looking” topics

INCREASED FOCUS ON ESG AND CLIMATE:

●  Governance Committee assigned responsibility for ESG and climate oversight

●  Chief Responsibility Officer provides quarterly reports to the Governance Committee

●  DE&I goals required for all Managing Directors, and tied to individual compensation

●  For Executive Committee members, climate commitment goals added to KPI goals

ENHANCED DIRECTOR EDUCATION PROGRAM:

●  Joined peer-engaged program designed to enhance director performance

●  Leveraged virtual platforms to provide deep- dive sessions on certain aspects of MSCI’s business outside of quarterly meetings, including climate

SUCCESSION PLANNING AND TALENT MANAGEMENT:

●  President & COO meets quarterly in executive session with independent directors

●  Potential successors to senior management invited to speak at Board meetings for additional exposure

●  Succession planning at levels beyond the Executive Committee; accelerated development of current internal candidates at all levels

Board of Directors

Oversees Major Risks

On an ongoing basis, receives quarterly written reports on enterprise-level risks, including climate-related risks.

Receives regular reports from each of the Board’s committees on their areas of risk oversight including, from time-to-time, climate-related risks.

AUDIT COMMITTEE

●  Receives quarterly updates from our Enterprise Risk Management Officer, which, in 2021, included a review of the governance and risks of ESG data integrity, as well as of opportunities related to reducing the Company's carbon footprint.

●  Receives quarterly updates from our Chief Information Security Officer on our business continuity plans and IT disaster recovery efforts to mitigate the impact of potential disruptions, including those that could be caused by climate and extreme weather events.

COMPENSATION COMMITTEE

●  Oversees the Company’s assessment of executive performance against goals, including ESG and climate related goals.

●  Oversees talent management, including talent acquisition and succession planning relating to leaders in our ESG and climate business.

STRATEGY COMMITTEE

●  Ensures that management factors material climate-related risks and opportunities into the Company’s strategy.

●  Monitors and provides guidance on strategic objectives, including on sustainability-related mergers, partnerships and acquisition opportunities such as for those related to climate-related products and services.

GOVERNANCE COMMITTEE

●  Oversees the Company’s corporate responsibility policies and initiatives, including ESG and climate initiatives.

●  Receives quarterly updates from the Chief Responsibility Officer. In 2021, these focused on MSCI’s net-zero commitment, climate-related initiatives and Corporate Responsibility Operating Plan.

●  Members of the Governance Committee participate in the annual Corporate Responsibility Roadshow to hear and report back to the Board on shareholders’ priorities, including climate-related risks and opportunities.

●  Periodically reviews with management requests from shareholders and the investment community for climate-related disclosures.

●  Our management team has day-to-day responsibility for identifying, assessing and managing ESG and climate-related risks and opportunities. The Company’s Enterprise Risk Oversight Committee 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 to achieve its operational and strategic objectives, including ongoing assessments of climate risks.

●  The Business Resiliency team assesses the severity, probability and scale of climate-related events, and implements and tests technology systems to support our business continuity plans.

●  Our Crisis Management Team and Technology Service Operations Management Team oversee all aspects of our disaster and recovery response efforts, including protecting the general welfare and safety of our employees, data centers, networks, applications supporting business operations, communications systems and general technology recovery following an extreme weather incident or natural disaster. Our Internal Audit Team periodically reviews various aspects of these programs to provide independent assessment and assurance to management and the Board.

New Commitments & Policies

New Actions

Additional Transparency
Through Reporting

●  Announced our commitment to the goal of Net-Zero emissions by 2040

●  Became a founding member of the Net Zero Financial Service Provider Alliance

●  Announced our commitment to support the UN SDGs and published a report demonstrating our contribution to four SDGs, using metrics aligned with our proprietary methodology to assess the SDG alignment of corporates

●  Updated our Environmental Policy to include our net-zero commitment

●  Updated our Supplier Code of Conduct to address emissions in MSCI’s supply chain

●  Updated our Travel Policy to prioritize virtual meetings and the use of low carbon travel options

●  Developed an internal Sustainable Supplier Management Team to support our efforts to learn about our suppliers’ corporate responsibility practices and through engagement, seek to align them with our own climate commitments

●  Enhanced our risk management framework to include reporting on climate considerations

●  Enhanced our corporate responsibility governance by creating a Corporate Responsibility Policy Committee

●  Conducted Board education sessions on climate

●  Brought together corporates, pensions and asset managers in roundtables to discuss climate trends and corporate responsibility practices

●  Developed easy-to-access webpage dedicated to Sustainability Reports & Policies, including:

●  UN SDG Report

●  Task Force on Climate-related Financial Disclosures (TCFD) Report

●  Third CDP report, with an improved grade of A-

●  SASB guide

●  Sustainable Finance Disclosure Regulation (SFDR) Report

●  Fifth UN PRI questionnaire

Governance and Corporate Responsibility Committee

Compensation, Talent and Culture Committee

Audit & Risk Committee

Strategy & Finance Committee

●  Chief Responsibility Officer* provides quarterly updates

●  Corporate Secretary⁺ manages annual review of charters and Board policies

●  Head of Compliance provides annual update

●  External Counsel leads annual governance review

●  Governance Committee oversees shareholder engagement on corporate responsibility matters, including participation by its members in annual Corporate Responsibility Roadshow

●  Chief Human Resources Officer* oversees quarterly meetings and succession and progression planning updates

●  Chief Diversity Officer⁺ provides updates on DE&I initiatives and strategic enhancements

●  Head of Compensation & Benefits incorporates the Compensation Committee’s recommendations into executive compensation program

●  Compensation Consultant advises Compensation Committee on risk assessment and peer and best practices

●  CFO* and Global Controller⁺ oversee quarterly meetings

●  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 reports

●  CFO^* oversees quarterly meetings

●  CFO^* partners with Strategy Committee to develop agenda for annual strategy meeting

●  Heads of Product Lines^*+ present strategy at annual strategy meeting

●  We are committed to creating a performance and growth culture of high employee engagement, where every employee takes personal ownership of their performance, career and professional growth

●  We offer tools and workshops to help employees better understand how their work aligns with our overall strategy, seek and receive feedback and coaching, successfully deliver on goals and plan and develop their careers. Recent updates include:

●  210%⁺⁽¹⁾ increase in our investment in learning and development since 2015

●  5x⁽¹⁾ growth in the number of participants in our learning and development programs from 2017 to 2021

●  We support employee learning by sponsoring and reimbursing employees for certain certifications and membership dues, ongoing education and relevant industry conferences and seminars

●  Additional examples of programs offered include:

●  Virtual training programs to build remote capabilities

●  Mystery Coffee: connects employees across the globe for informal networking opportunities

●  Career Success at MSCI: enables employees to plan, manage and take actions aligned with their career aspirations

●  Accelerated Leadership Development: provides one-on-one coaching, leadership skills development, networking and applied learning

●  Women’s Sponsorship/Mentorship program for high performing women

●  Integration programs for new colleagues from Real Capital Analytics

●  Our people are empowered to maximize their potential in an environment where all individuals are respected and encouraged to bring their authentic selves to work

●  In May 2021, we appointed our first Chief Diversity Officer

●  Continued sponsorship of existing ERGs, with three new ERGs launched in 2021: Asian Support Network, All Abilities Network and Hola! MSCI

●  Linked 10% of target annual cash incentive under AIP program to DE&I Goals for all Managing Directors, and created an Executive Accountability Framework to establish the philosophy and process for assessing progress against DE&I Goals

●  Executed 4th Annual Global DE&I Summit, focusing on leadership development and strategic planning

●  Continued partnerships with multiple external resources for our outreach and engagement with diverse talent, including #10,000 Black Interns and Rare Recruitment

●  Launched an inclusive internship program in New York, London and Chicago for undergraduates and masters students, sourced from partnership organizations and key universities globally

●  An employee engagement check-in survey in December 2021 showed that 91% of respondents are proud to work at MSCI and 87% feel they can bring their authentic selves to work⁽¹⁾

●  We have a long-standing commitment to the health, safety and well-being of our employees

●  Early in the course of the COVID-19 pandemic, we prioritized the well-being of our global workforce by having the vast majority of our employees work from home

●  At the onset of the pandemic, we engaged a firm of global medical and safety experts to provide additional information and guidance to all of our offices globally

●  We have increased communications about employee assistance programs that provide mental health and emotional well-being support, as well as resources to help manage stress and care for individuals and their families

●  In January 2022, we transitioned to our Future of Work at MSCI, which introduced increased flexibility to how and where employees work, reimagined our use of our offices, and modernized technology to enhance MSCI’s interactions with clients and employees

●  To protect the health and safety of our employees, we implemented a global vaccination policy requiring employees and visitors to be fully vaccinated prior to entering an MSCI office or participating in an MSCI-sponsored function.

●  Our Global Human Rights Policy reflects our commitment to a safe, inclusive and diverse workplace, and is annually reviewed by the Compensation Committee

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 in accordance 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 accordance with SEC rules, which include the disclosures under “Compensation Matters—Compensation Discussion and Analysis,” the compensation 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 described in this Proxy Statement.

This vote is advisory and therefore not binding on MSCI, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of MSCI’s shareholders. To the extent there is any significant vote against the 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 2022 Annual Meeting, at which a quorum is present, is required to approve Proposal No. 2. Abstentions shall not be treated as votes cast.

Our Board of Directors Recommends a vote “FOR” the approval of the compensation 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 unless otherwise instructed.

●  Restricted Stock Units (for 2021, ratable vest, and for 2022, cliff-vest after a three-year service period)

●  Performance Stock Units (earned based on absolute TSR CAGR) with a 1-year post vesting mandatory holding period for 3-Year PSUs

●  Performance Stock Options (earned based on cumulative revenue and cumulative Adjusted EPS) (new for 2022)

Granted to NEOs other than the CEO and President & COO

Service-vest in three equal installments in each of 2022, 2023 and 2024

Structure of this component was unchanged from prior years

Long-term value of underlying stock tied to share price

5-YEAR TSR PSUs:

3-YEAR TSR PSUs:

PSOs:

●  Emphasize variable compensation

●  Provide formula-based annual cash incentive opportunities

●  Subject equity awards to rigorous service- and performance-vesting requirements

●  Impose rigorous stock ownership guidelines and requirements on all of our NEOs and other Executive Committee members, with guidelines among the highest multiples of base salary in our peer group

●  12x annual base salary for our CEO and President & COO

●  8x annual base salary for our other NEOs

●  4x annual base salary for other Executive Committee members

●  In addition to the above, beginning with awards granted in 2022, 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” mindset

●  Maintain a clawback policy for incentive based-compensation (cash and equity) with provisions that cover 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 & COO’s equity grant entirely in awards tied to performance metrics, to focus on long-term shareholder value creation

●  Retain an independent compensation consultant at the direction of the Compensation Committee

●  Incorporate DE&I and climate-related considerations into our AIP program

●  Do not provide gross-ups to cover excise taxes

●  Do not allow any directors or employees, including all NEOs, to hedge or pledge the Company’s common stock, engage in short sales, purchases or sales of options, puts or calls, as well as derivatives such as swaps, forwards or futures or trade on a short-term basis in the Company’s common stock

●  Do not allow repricing of options or stock appreciation rights awards without shareholder approval

●  Do not provide for “liberal” share recycling when shares are tendered or withheld to satisfy tax withholding obligations or as payment of an option exercise price

●  Review and determine the AIP awards for prior-year performance for NEOs based on an assessment of the Company’s achievement of the financial metrics established for the prior year, as well as the executive’s achievement of his or her individual KPIs and DE&I Goals for such prior year. The CEO makes recommendations to the Compensation Committee on compensation for NEOs (other than himself), and the Compensation Committee takes these recommendations into consideration in reaching its final compensation decisions.

●  Certify achievement of TSR metrics and any other performance metrics applicable to any equity awards granted in prior years.

●  Establish the AIP structure for the current year, including the applicable AIP financial metrics and target AIP awards for each NEO.

●  Establish the structure and performance metrics applicable to equity awards to be granted under the LTIP for the current year, and grant equity awards based on a number of factors, including the Company’s recent performance, peer analysis and the executive’s individual performance and potential future contributions.

●  Review Say-on-Pay voting recommendations from proxy advisors and our shareholder vote at our annual meeting.

●   Review and approve KPIs for current year’s AIP.