MSCI

On May 31, 2021, the Board of Directors (the “Board”) of MSCI Inc. (the “Company”) appointed Rajat Taneja to serve as an independent director on the Board, effective June 1, 2021 (the “Effective Date”). Mr. Taneja will serve as a member of the Audit Committee of the Board. Following the appointment of Mr. Taneja, the Board will be comprised of ten directors. Mr. Taneja will serve on the Board until the next annual meeting of shareholders of the Company, or until his successor is elected and qualified or until the earlier of his death, resignation or removal. In connection with his appointment, the Board determined that Mr. Taneja is independent under the Company’s Corporate Governance Policies and within the meaning of the New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”) standards of independence for directors.

On March 8, 2021, Mr. Benjamin F. duPont, a director of MSCI Inc. (“MSCI” or the “Company”), notified the Company of his decision to retire from the MSCI Inc. Board of Directors (the “Board”) and not stand for re-election at the Company’s 2021 Annual Meeting of Shareholders . Mr. duPont currently serves on, and until his retirement will continue to serve on, the Compensation and Talent Management Committee and Nominating and Corporate Governance Committee of the Board. The Company does not expect to change the composition of its committees in connection with Mr. duPont’s retirement. The Board is expected to reduce the size of the Board to nine members, effective concurrent with Mr. duPont’s retirement immediately following the 2021 Annual Meeting of Shareholders, scheduled for April 27, 2021.

on September 25, 2020 reporting that, pursuant to mutual agreement, Ms. Linda S. Huber, was stepping down from her role as Chief Financial Officer (“CFO”) of the Company and Mr. Andrew C. Wiechmann was succeeding her as CFO, effective September 25, 2020. This Amendment No. 1 is being filed to provide the material terms of the agreement the Company entered into with Ms. Huber in connection with her departure, the terms of which were not yet finalized as of the time of filing of the current report on Form 8-K on September 25, 2020 .

On September 25, 2020, MSCI Inc. (the “Company”) announced that, pursuant to mutual agreement, Linda S. Huber will step down from her role as Chief Financial Officer of the Company, effective September 25, 2020 (the “Transition Date”) and will be succeeded by Andrew C. Wiechmann. Ms. Huber will remain with the Company for a transition period to ensure a seamless transfer of her responsibilities to Mr. Wiechmann. Mr. Wiechmann, age 40, joined MSCI in July 2012 and has served as the Chief Strategy Officer since May 2019, a role he will continue to perform in the near term. In this capacity he has been responsible for driving the Company’s transformational strategy, overseeing M&A and partnership activities and supporting the business on its most important strategic growth initiatives. He was the Company’s Interim Chief Financial Officer from March to May 2019.

On January 29, 2020, the Board of Directors (the “Board”) of MSCI Inc. (the “Company”) appointed Paula Volent and Sandy C. Rattray (together, the “New Directors”) as members of the Board, effective February 26, 2020 (the “Effective Date”), which will increase the number of directors serving on the Board from ten to twelve. The Board has not yet appointed Ms. Volent or Mr. Rattray to any standing committee of the Board. The New Directors will serve on the Board until the next annual meeting of shareholders of the Company, or until their successors are elected and qualified or until the earlier of their death, resignation or removal.

On October 25, 2019, Laurent Seyer, the Chief Operating Officer and Chief Client Officer of MSCI Inc. (the “Company”), notified the Company of his intention to retire to pursue outside interests. Effective January 2, 2020 (the “Effective Date”), C.D. Baer Pettit, the Company’s President, will also serve as the Company’s Chief Operating Officer, and Alvise Munari, the Company’s Head of Client Coverage - EMEA, will serve as the Company’s Global Head of Client Coverage. As President and Chief Operating Officer, Mr. Pettit will continue to oversee the Company’s business functions, including client coverage, marketing, product management, research and product development, technology and operations. As Global Head of Client Coverage, Mr. Munari will oversee the Company’s sales, client relationship management, and client service teams globally and will report to Mr. Pettit. Each of Messrs.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer s. On April 29, 2019, MSCI Inc. (“MSCI” or the “Company”) announced that, on April 26, 2019, the Board of Directors of the Company (the “Board”) appointed Linda S. Huber to serve as the Company’s Chief Financial Officer and Treasurer, effective as of May 6, 2019 (the “Appointment Date”). Ms. Huber will also become a member of the Company’s Executive Committee. Andrew C. Wiechmann, who has been serving as the Company’s Interim Chief Financial Officer and Treasurer, will assume the newly-created position of Chief Strategy Officer and will also continue to serve as a member of the Company’s Executive Committee. Ms.

MSCI Inc. (“MSCI” or the “Company”) announced on March 6, 2019 that the Board of Directors of the Company (the “Board”) appointed Andrew C. Wiechmann, who has been serving as the Company’s Head of Strategy, Corporate Development and Investor Relations, to serve as Interim Chief Financial Officer and Treasurer and a member of the Company’s Executive Committee, effective as of March 5, 2019 (the “Transition Date”). Kathleen A. Winters, who previously served as the Company’s Chief Financial Officer and Treasurer, notified the Company of her decision to resign on March 1, 2019. Her last day with the Company will be March 15, 2019. Mr. Wiechmann, age 39, joined MSCI in 2012 and has served as Head of Strategy and Corporate Development since July 2012 and Head of Investor Relations from December 2017 to March 2019.

On July 31, 2018, the Board of Directors of MSCI Inc. (the “Company”) appointed Jennifer Mak, the Company’s current Global Controller and Head of Finance Operations, to also serve as, and assume the duties of, its Principal Accounting Officer, effective August 13, 2018. Richard J. Napolitano, the Company’s current Principal Accounting Officer, has been named Head of Business Finance for the Company. Ms. Mak, age 44, joined the Company on July 9, 2018 and has served as the Company’s Global Controller and Head of Finance Operations since that time. Previously, Ms. Mak served at Honeywell International Inc. (“Honeywell”), as Vice President and Controller from April 2016 to June 2018, and as Controller of the Performance Materials and Technologies segment from April 2014 to April 2016. She joined Honeywell in 2010 and served as Assistant Controller of Honeywell from 2011. Ms.

On March 13, 2018, Mr. Rodolphe M. Vallee informed MSCI Inc. (“MSCI” or the “Company”) of his decision to not stand for re-election at the 2018 annual shareholders meeting (the “2018 Annual Meeting”) due to personal reasons and will retire from the Board of Directors of MSCI (the “Board”) at the 2018 Annual Meeting. There are no disagreements with MSCI’s management or the Board related to MSCI’s operations, policies or practices to be reported in connection with Mr. Vallee’s retirement. In compliance with MSCI’s director retirement policy, Mr. Patrick Tierney informed MSCI on March 13, 2018 of his decision to not stand for re-election at the 2018 Annual Meeting and will retire from the Board effective May 1, 2018. There are no disagreements with MSCI’s management or the Board related to MSCI’s operations, policies or practices to be reported in connection with Mr. Tierney’s retirement.

On January 29, 2018, as part of its annual review of executive compensation, the Compensation and Talent Management Committee (the “ Committee ”) of the Board of Directors of MSCI Inc. (the “ Company ”) approved a base salary increase for C.D. Baer Pettit (President) from £472,000 to £625,000, effective as of January 1, 2018. This increase was made in light of the expansion of Mr. Pettit’s responsibilities in connection with his promotion to President of the Company on October 31, 2017. Details regarding additional changes to Mr. Pettit’s compensation as part of the Company’s annual executive compensation review process will be disclosed in the Company’s 2018 proxy statement, which is expected to be filed with the Securities and Exchange Commission on or about March 23, 2018. As previously disclosed, because Mr.

on November 2, 2017 regarding the appointment of Marcus L. Smith to the Board of Directors (the “ Board ”) of the Company, effective November 2, 2017. This Amendment No. 1 is being filed to provide additional information with respect to Mr. Smith’s appointments to the Board’s Audit Committee and Strategy and Finance Committee.

On October 31, 2017, the Board of Directors (the “Board”) of MSCI Inc. (the “Company”) appointed C.D. Baer Pettit, who previously served as the Company’s Chief Operating Officer, to serve as, and assume the duties of President of the Company, effective immediately. Upon the effectiveness of Mr. Pettit’s appointment, Henry A. Fernandez, the Company’s Chairman and Chief Executive Officer, ceased serving as President of the Company. Mr. Fernandez will continue to serve as the Company’s Chairman and Chief Executive Officer, and Mr. Pettit will continue to report to Mr. Fernandez. In addition to continuing to serve as MSCI’s Chief Client Officer, Laurent Seyer has been appointed by the Board to the position of Chief Operating Officer and will report to Mr. Pettit. Each of Messrs. Fernandez, Pettit and Seyer will continue to serve on the Company’s Executive Committee. Mr.

On October 31, 2017, the Board of Directors (the “Board”) of MSCI Inc. (the “Company”) appointed Marcus L. Smith as a member of the Board, effective November 2, 2017. Mr. Smith, age 51, retired from MFS Investment Management (“MFS”) in April 2017 after spending over two decades with the firm. Mr. Smith joined MFS in 1994 and most recently served as the Director of Equity (Canada) and a portfolio manager until his retirement. From 2001 and 2007, respectively, until his retirement, he was responsible for managing the MFS Institutional International Equity Portfolio and the MFS International Concentrated Portfolio. He previously held a variety of positions at MFS, including Director of Equity (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.

(d) On February 1, 2017, the Board of Directors (the “Board”) of MSCI Inc. (the “Company”) appointed Jacques P. Perold as a member of the Board, effective March 6, 2017. Mr. Perold, 58, was president of Fidelity Management & Research Company, the investment advisor for Fidelity’s family of mutual funds, until his retirement from Fidelity in 2014. He was the president of Geode Capital Management, LLC, a sub-advisor to Fidelity from 2001 to 2009. Following his retirement from Fidelity, Mr. Perold was a Fellow at Harvard University’s Advanced Leadership Initiative in 2015 and 2016. He is currently a director of Allstate Insurance Corp., a trustee of New York Life Insurance Company’s MainStay mutual funds, a director of World Music, Inc., a director of South Africa Partners and a trustee of Boston University. Mr.

(b) On February 1, 2017, the Board of Directors of MSCI Inc. (“MSCI” or the “Company”) appointed Peter J. Zangari, then Head of Analytics, to serve as, and assume the duties of, the Company’s Global Head of Research and Product Development, effective immediately. As Global Head of Research and Product Development of the Company, Mr. Zangari will set the research agenda and drive integration of research into the Company’s products and services to deliver innovative solutions to investment problems. Remy Briand, who previously held the role of Global Head of Research since February 2015, was appointed Head of ESG and Real Estate in June 2016 and will now focus solely on his product line responsibilities. In connection with Mr. Zangari’s appointment, Jorge Mina, who has been the Head of Analytics for the Americas since 2015, was appointed Head of Analytics. As Head of Analytics, Mr.

On December 9, 2016, the Compensation Committee (the “Committee”) of the Board of Directors of MSCI Inc. (the “Company”) approved the grant of special one-time restricted stock unit (“RSU”) awards under the MSCI Inc. 2016 Omnibus Incentive Plan to two executive officers: Laurent Seyer (Chief Client Officer) and Diana Tidd (Head of Index). The special RSU awards are intended to provide retention incentives to Mr. Seyer and Ms. Tidd and were granted in recognition of (i) Mr. Seyer’s expanded role now leading both the client coverage and marketing functions of the Company and (ii) Ms. Tidd’s contribution to and leadership of the Company’s Index segment, the Company’s largest business segment.

(b) On September 27, 2016, Mr. D. Robert Hale resigned as a director of MSCI Inc. (the “Company”), effective immediately. Mr. Hale’s resignation from the Board of Directors of the Company was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. A copy of the press release issued by the Company on September 27, 2016 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On April 27, 2016, the Board of Directors of MSCI Inc. (“MSCI” or the “Company”) appointed Ms. Kathleen A. Winters to serve as MSCI’s Chief Financial Officer, effective as of May 2, 2016. Ms. Winters will succeed Mr. Robert Qutub, who is expected to retire as Chief Financial Officer on May 2, 2016. Ms. Winters, 48, most recently served as the Vice President and Chief Financial Officer of Performance Materials and Technologies, an operating segment of Honeywell International, Inc. (“Honeywell”) from 2012 to 2016. She served in various positions of increasing responsibility at Honeywell from 2002 to 2016. Prior to her CFO role, she was Vice President, Corporate Controller and Chief Accounting Officer from 2009 to 2012 and Vice President of Business Analysis and Planning from 2006 to 2009.

(e) In order to continue to promote the alignment of executive compensation and long-term shareholder value creation, the Compensation Committee (the “Committee”) of the Board of Directors of MSCI Inc. (“MSCI” or the “Company”) adopted certain changes to its executive compensation program for the ten senior managers who comprise the Company’s Executive Committee. The Committee believes that MSCI’s executive compensation program should reinforce a performance culture that is in close alignment with the interests of its shareholders by incorporating the achievement of both financial metrics and share-based performance targets into annual incentive compensation.

on January 21, 2016 regarding the retirement of Mr. Robert Qutub, the Chief Financial Officer, Principal Financial Officer and Treasurer of the Company. This Amendment No. 1 is being filed to provide additional information with respect to the compensatory arrangements agreed to by the Company and Mr. Qutub in connection with his retirement.

(b) MSCI Inc. (“MSCI” or the “Company”) announced today that Robert Qutub, its Chief Financial Officer, Principal Financial Officer and Treasurer, notified the Company on January 19, 2016 that he intends to retire from these positions. It is expected that Mr. Qutub will remain with the Company until the earlier of mid-May and the effective date of the appointment of his successor (the “Retirement Date”). It is expected that until the Retirement Date, Mr. Qutub will continue to serve as the Company’s Chief Financial Officer, Principal Financial Officer and Treasurer and will perform all duties associated with those roles. Mr. Qutub’s decision to retire was amicable and not a result of any disagreement or dispute with the Company or its management on matters relating to the Company’s strategy, operations, financial reporting, or other policies or practices.