2020 Corporate Responsibility Roadshow
November/December 2020
© 2020 MSCI Inc. All rights reserved. Please refer to the disclaimer at the end of this document.
Forward-looking statements
- This presentation 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 MSCI's control and that could materially affect 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 MSCI's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission ("SEC") on February 18, 2020 and in quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished with the SEC. If any of these risks or uncertainties materialize, or if MSCI's underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement in this earnings presentation 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 Classification: GENERAL | 2 |
Table of contents
- Company overview & select highlights
- Our strategy
- Our people
- Corporate responsibility
- Executive compensation
- Our governance
- Appendix
Information Classification: GENERAL | 3 |
Company overview & select highlights
MSCI at a glance
Must-have products and services
- Across asset classes for performance and risk
- $1.7B+ Run Rate as of September 30, 2020
- 10%+ YoY subscription Run Rate growth in 3Q20
7,900+ blue-chip clients1 in 90+ countries as of 9/30/2020 | |
• Across investment and trading spectrum | |
• | World's most sophisticated investors use our products |
WHO WE ARE | and services |
Strong performance and inclusive culture
- Global, multi-cultural workforce
- Driving innovation for industry-leading solutions2
3,545 talented employees globally as of 9/30/2020
- 30+ MSCI locations in 20+ countries
- 64% and 36% of employees located in emerging market and developed market centers, respectively
- Extensive knowledge of the investment process
WHAT WE DO
Provide products and services that global investors can use to build better portfolios for a better world
1Number of clients based on the shipping address of the ultimate customer utilizing the product which counts affiliates, user locations, or business units within a single organization as separate clients 2Unless otherwise noted, solutions throughout this presentation refers to the usage of our products and / or services by our clients to help them achieve their objectives.
Select highlights
Our Human Capital Management Priority
- Strong commitment to the well-beingof our people during COVID-19 pandemic
- Ongoing focus on diversity and inclusion, including developing a diverse pipeline at the junior level
- Ensuring long-term success through senior talent progression planning and talent management
Sustainability: Our Approach and Opportunities
- Oversight by Chief Responsibility Officer, reporting to Nominating & Corporate Governance Committee
- Increased focus and reporting on Environmental (including Climate) and Sustainability matters, including adoption of Environmental Policy and increased GHG reporting
- Published "The MSCI Principles of Sustainable Investing" to help investors integrate ESG considerations across their investment processes; aligns with corporate mission to help investors build better portfolios for a better world
Our Executive Compensation Program
- Pay-for-Performance compensation structure
- Long-termincentive plan that prioritizes shareholder value creation, commitment to ESG and facilitates an "owner- operator" mindset
- Increased the proportion of 5-yearPSUs to all Managing Directors, including the CEO and President
Our Board and Governance
• Highly experienced, diverse Board integral to advising management on the execution of its growth strategy
- Focus on Board refreshment; appointed two new directors with experience that aligns with MSCI's client-centric strategy
- Exploring enhancing governance profile by adopting proxy access by-lawprovision
Information Classification: GENERAL | 6 |
Our strategy
MSCI's business strategy
Mission: Better investments for a better world
Strategy: To help investors build better portfolios and
transform for the future, MSCI will deliver:
Must-have | Scalable, cutting-edge | Actionable, integrated |
content | technology | client solutions |
Indexes | Distribution: easily integrate | Powering better |
Data | with 3rd parties | investment decisions |
Processes: cloud computing | Helping clients tap into | |
ESG & climate | ||
Internal technology | our data sources, indexes, | |
Analytical tools | ||
research-driven models | ||
and tools |
Scale & Differentiation
Information Classification: GENERAL | 8 |
Clients turn to MSCI's tools to support their investment needs
Client investment process
Asset | Portfolio | Performance |
and Risk | ||
Allocation | Construction | |
Management | ||
MSCI tools to support:
• Defining investable universes
• Allocating assets sustainably
• Creating investment programs/products
• Benchmarking performance
• Understanding and managing risk and performance
• Reporting to constituents
• Complying with regulations
• Measuring climate related risks and opportunities
Solutions for the most critical investment activities
Information Classification: GENERAL | 9 |
MSCI's strategic initiatives
Product areas | Client segments | Capabilities | |||||
• | ESG and climate | • | Broker-dealers | • | Technology and | ||
• | Fixed income and | • | Wealth managers | data | |||
liquidity | • | Corporates | • | Virtual and remote | |||
• | Thematics | • | Insurance | connectivity | |||
• | Derivatives | companies | • | Distribution | |||
• | Factors | • | Private asset | • | Partnerships | ||
• | Private assets | managers |
Information Classification: GENERAL | 10 |
Ongoing tailwinds from secular market trends
Increasing mandate for sustainable returns and
ESG integration
Ongoing shift from active management to index- enabled investing
From manager selection to
internal management
Long-term shift from home
country bias to global
Increasing demands on institutional investors to be more efficient and differentiated and navigate
increase complexity
Continued allocation to private asset classes
Information Classification: GENERAL | 11 |
Impact of trends on investment industry
Differentiated | Multi-asset | |
value | class | |
propositions | ||
Institutional | Sophisticated | |
Investors of the | ||
Sustainability | Future must be | tools & |
Scalable and | advanced | |
Differentiated | technologies |
Customized | Scale and |
efficiency | |
Industry accolades
PRI Awards 2020
- Winner of the 'ESG Research Report of the Year' award
GlobalCapital Derivatives Awards 2020
- Winner of 'Index Product Creator and Developer of the Year' award
Asia Risk Awards 2020
- Winner of 'Index Provider of the Year' award
Environmental Finance Sustainable Investment Awards 2020
- Winner of 'Best Climate Index provider of the Year'
Asian Investor Asset Management Awards 2019
- Winner of Best Global Index Provider
Environmental Finance Green Bond Awards 2020 and 2019
- Winner of 'Best Green Bond Index'
Risk Tech 100 2019
- Winner of Chartis RT100: Risk as a Service, Enterprise Stress Testing, Buy-Side
Savvy Investors 2019
- Best Real Assets Paper Highly Commended 'Climate risk in private real estate portfolios: What's the exposure?'
- Winner of 'Best ESG Paper 2019' for 2019 ESG Trends to Watch
Information Classification: GENERAL | 13 |
Robust and compelling financialmodel
Recurring, visible revenue model
~97% or higher recurring revenues1 as percent of total revenue from 2015-TTM 9/30/20
Operating efficiency strength
Disciplined operating expense management
Triple-Crown investment opportunities to grow business
Investing in multiple strategic product areas, client segments and capabilities, including technology and partnerships, to drive growth
Attractive cash generation profile
Our business is not highly capital intensive and, as such, we convert a high percentage of our profits into excess cash
Strong balance sheet and liquidity
As of September 30, 2020, total cash and equivalents of $1.3B and total debt of $3.4B, with next maturity not until 2026
1Recurring Revenues include recurring subscription and asset-based fees revenues. | 14 |
Information Classification: GENERAL | |
Our people
Six workstreams
Continue to drive the performance & growth culture transformation
- Drive a performance and growth culture transformation that builds a highly engaged, innovative and accountable workforce. We will drive initiatives that, over time, will create higher employee engagement that correlates positively with growth, profitability and shareholder value creation.
- Strengthen our senior talent pipeline by identifying, selecting, assessing and accelerating the development of the next generation of senior leaders and provide premier, differentiated talent development experiences to our next generation of leaders at all levels.
- Strengthen the link between pay and performance by linking employee compensation to specific measurable personal, functional and company results and OneMSCI behaviors.
- Create an environment where all MSCI colleagues can truly be their authentic selves and thus contribute at their maximum potential by strengthening and promoting our culture of inclusion and diversity.
- Design the MSCI Corporate workplace to enable strong OneMSCI collaboration and improved communication and productivity by ensuring MSCI has the workspace capacity to fuel the company's growth and resiliency of its critical offices.
- Continue to strengthen our innovative culture through behaviors and practices that promote collaboration, feedback and a deep understanding of our internal/external customers, resulting in superior outcomes for MSCI.
Progression planning & talent management
Talent management is a top priority
- Annual review by the Board of talent management and progression plans.
- The CEO and President regularly meet with every function to review their talent plans.
- Discussions aim to identify top talent who have the most potential to progress to senior-most roles and enable MSCI to achieve its strategy.
- Appropriate action plans are created to ensure we are developing the next generation of leaders.
Integrated talent management
Business & | |
functional | |
Talent & | strategy |
Skills, | |
workforce | organization |
analytics | & key seats |
Talent | |
Next | GIRATT |
generation | (Get It Right |
of leaders | At The Top) |
Progression | |
planning |
Information Classification: GENERAL | 17 |
Progression planning at work
Former Head of Client | Former Deputy General | Former Chief Strategy | Former Head of EMEA |
Coverage promoted to | Counsel promoted to role | Officer promoted to | Real Estate and |
role of Global Head of | of General Counsel upon | role of Chief Financial | Analytics Coverage |
Client Coverage upon | predecessor's retirement | Officer following | promoted to Head of |
predecessor's retirement | in March 2020. | predecessor stepping | Real Estate Product Line |
in February 2020. | down. | following predecessor's | |
departure. |
Information Classification: GENERAL | 18 |
Supporting our people during challenging times
Direct and transparent communications
We immediately implemented an employee communication strategy that was direct, transparent and inclusive. Through townhalls, firmwide e-mail communications and broad cross- functional meetings, management delivered key messages around employee safety and wellbeing, leadership, remaining productive, engaging with clients, promoting community, and having empathy for others.
Health and safety first
MSCI prioritized the well-being of its global workforce by increasing communications around employee assistance programs that provide mental health and emotional well-being support, and resources to help manages stress and care for individuals and their families. MSCI also offered ergonomics workshops that focused on how to configure home workspace for optimal health, comfort and performance.
Re-imagining goals
Employees were asked to examine their goals through a start, stop, delay and pivot lens. The "re-imagined" goals were intended to focus on the client and prioritize what was most critical to helping clients navigate the evolving and challenging circumstances.
Innovation
MSCI's Innovation Center of Excellence partnered with cross-functional groups throughout the Company to tackle challenges introduced by COVID-19, such as improving the client experience and re-imagining the future of work.
Thriving in a remote environment
With over 90% of our global workforce now working from home on a regular basis, MSCI created and delivered virtual training programs to quickly build remote capabilities, including Leading Virtually, Working Virtually and Building Resilience.
Taking the pulse on engagement
An interim survey was conducted in June to measure employee response to MSCI's handling of the pandemic. Results indicated positive views on leadership, cross-firm collaboration and in the aftermath of George Floyd's death, diversity and inclusion. Management learned that areas it thought would suffer such as teamwork and trust improved and contributed to effective client delivery.
Information Classification: GENERAL | 19 |
From intent to action
Black Leadership Network (ERG) established Launched on Juneteenth 2020, The mission of MSCI's Black Leadership Network (BLN) is to promote the recruitment, leadership, development and recognition of Black employees at MSCI. BLN will seek to attract and retain Black employees through increased and focused recruiting, mentorship, professional development and networking opportunities.
Eliminating bias in sourcing and recruiting
- Implementing blind resume review to remove unconscious bias in resume evaluation
- 100% of slates for all open roles will be diverse
1
2
3
4
Formed a Diversity Engagement & Sourcing team
To create a pipeline of diverse talent for MSCI and ensure the firm is positioned globally as a leading organization that puts diversity and inclusion at the center of its people strategy.
Specifically the team will:
- Engage, attract and develop diverse candidates for all roles
- Build early career and intern pipeline programs with a focus on diversity
- Forge relationships to help educate, support and recruit students
- Build relationships with external partners, universities and media to position MSCI's programs and opportunities to new networks
Development of diversity recruitment campaigns & messaging framework for use internally and externally to the firm
Information Classification: GENERAL | 20 |
Education, awareness, inclusion
Unconscious bias training
- This training program is available Firm-wide, for both manager and employee populations. Training conducted by The Dagoba Group, a global consultant with focus in financial services clients.
- As of November 2020, over 30 sessions have been hosted with over 1000 employees having participated
Employee Resource Groups and externalaffiliations
- The MSCI Women's Leadership Forum (WLF) was founded in 2013 to create awareness and provide tools and skills geared towards leadership development for women.
- Women's Leadership Forum has 48-chapter heads across 16 countries.
- WLF Focus on leadership visibility, leadership pipelines, external engagement, and education
- MSCI is a member of Catalyst, a global nonprofit working with CEOs and leading companies to build workplaces that work for women.
- MSCI is a Silver level corporate sponsor of Women in ETFs (WE)
- The Pride Forum's mission is to provide LGBT+ employees and allies with a group forum to help create an inclusive culture where all MSCI employees can be their authentic selves
- Allies program launched in2019
- Women in Technology (WIT) ERG formed in 2020
- MSCI is a member of Out Leadership, the premier network for Out Leaders and companies
- MSCI actively participates with Out Leadership and hosted the Q1 2020 meeting
- MSCI is partnering both #100 Black Interns and #10,000 Black Interns in the development of their programs, providing resource and best practice consulting, as well as committing to hosting Interns 2021-2026
- MSCI is a partner of Rare Recruitment, the UK's leading Early Careers BAME coaching & recruitment organization
Information Classification: GENERAL | 21 |
Development & learning
Women's Sponsorship/ | Premier Development | Benchmarking | ||
Mentorship Program | Programs & Succession | |||
- Our Women's Leadership Summit attendees participate in a formal sponsorship/ mentorship program in which Executive Committee and Managing Directors at the firm participate as sponsors and mentors
- The program spans 9 months with 6-7 sessions held between mentor and mentee
- Mentees own the relationships and set defined goals for their development
- Women who attend the Summit are provided ongoing development by extending the learning throughout the following year via virtual training sessions.
- Increased diverse representation in premier leadership and management development programs in 2019 (including female and emerging market center representation)
- We continue to focus on increasing the number of diverse talent in our learning and development programs.
- As part of each EC member's annual scorecard, they are required to identify a minimum percentage of female successor candidates (internal and external) for every EC role in their organizations
- In 2020, MSCI participated in the McKinsey Women in the Workplace Study to benchmark against other leading companies
- Participation will provide detailed data and reports
- Continued participation will allow year over year comparisons to measure progress
At MSCI, diversity is at our core and inclusion defines our culture. 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. This culture drives us to innovate and provide industry-leading solutions that power better investmentdecisions.
Mission Statement developed by 2019 Executive Diversity Council
Information Classification: GENERAL | 22 |
Corporate responsibility
Our focus on Corporate Responsibility has a clear rationale
We firmly believe there will be a large-scale reallocation of capital and repricing of financial assets over the next few years.
Climate change, the move to a low-carbon economy, diversity and inclusion in the workplace and other environmental, social and governance shifts will deeply impact where capital is invested.
MSCI is uniquely positioned to deliver the solutions to navigate these massive shifts
Information Classification: GENERAL | 24 |
The MSCI approach
A commitment to corporate responsibility is in our DNA at MSCI
As we strive to enable the investment community to make better decisions for a better world, we are dedicated to being a leader in corporate responsibility, which is embodied in the following framework
Information Classification: GENERAL | 25 |
Some key highlights and metrics from 2020
Key enhancements made this year | Selected metrics (Q3 YTD changes in brackets) |
New policies and practices | Carbon emissions |
Issued Environmental Policy, with increased | 16,344.6 GHGE in metric tons CO2E1 |
focus on climate and our supply chain | |
New filings & reporting
Principles for Responsible Investing Transparency Report; Carbon Disclosure Project
Sustainability
17 Eco groups (+2)
99% Offices use recycling standard (+52%)
7 trees paper usage (-268 trees p.a.)
Initiatives
Enhanced Corporate Responsibility website
Internal rating & transparency
75% employee CR engagement2
Assets linked to MSCI ESG Indexes | |||
1,854 clients managing 72T are served through | |||
our ESG products and services3 | |||
281B AuM benchmarked to our ESG indexes4 | |||
26 Climate ETFs tracking MSCI indexes5 | |||
1) | CO2 equivalent; Green House Gas Emissions for fiscal year 2019 | ||
2) | Percentage of employees responding positively to the statement: "Corporate Responsibility is an important part of my employee experience" | ||
3) | As of September 30, 2020. To calculate the number of clients, we use the shipping address of the ultimate customer | ||
4) | ETF and Non-ETF AUM as of September 30, 2020 | Information Classification: GENERAL | 26 |
5) | As of September 30, 2020; out of 59 in the market | ||
Client interest in ESG and Climate is reflected in our financials
Information Classification: GENERAL | 27 |
How we are powering better investment decisions
- MSCI help investors integrate ESG into their investment process and communicate with stakeholders using the common language of ESG Ratings
1 Leading ESG Ratings & Research
Broad coverage with nearly 14,000 companies (including subsidiaries) representing more than 680,0001 securities
2 Innovative equity & fixed income indexes for various ESG approaches
More than 1,500 equity and fixed income indexes covering integration, values and impact
MSCI Emerging Markets
ESG Leaders Index
3 Market-leading risk analytics platform & ESG reporting
Sophisticated ESG Analytics and scalable reporting across 700,000 multi-asset class securities
4 ESG expertise & network
350+ ESG experts and over 600 individuals working with investors around the world
1 ESG Research as of November 2020
Information Classification: GENERAL | 28 |
Client demand drives innovation in the tools and research we offer to help them implement their ESG and Climate strategies
2007
OCTOBER
MSCI World
ESG Leaders
Index (USD)
2014
SEPTEMBER
MSCI Global
Low Carbon
Indexes
2019
JUNE | OCTOBER | NOVEMBER |
MSCI Climate | MSCI acquires | MSCI made public |
Change Indexes | Carbon Delta, | ESG Ratings for |
establishing the | 2,800 companies | |
JULY | MSCI Climate Risk | |
Foundations of | Center in Zurich2 | DECEMBER |
ESG Investing: How ESG | Women on Boards | |
Affects Equity Valuation, | Progress Report | |
Risk, and Performance |
2013 | JUNE | 2016 | MARCH | 2020 | FEBRUARY |
Bloomberg | MSCI enhances | MSCI launches | |||
Income | income and | Climate Value-at-Risk | |||
Barclays | ESG ratings for | ||||
ESG Fixed | equity, fixed | (Climate VaR) | |||
Indexes | multi asset | MAY | |||
class mutual | MSCI made public | ||||
funds and ETFs1 | ESG metrics for | ||||
indexes and funds | |||||
• ESG Fund Ratings | |||||
• Index Profile Tool |
JUNE
MSCI launches Real
Estate Climate VaR
- https://www.msci.com/www/blog-posts/msci-introduces-esg-quality/0308840040
- https://ir.msci.com/news-releases/news-release-details/msci-strengthen-climate-risk-capability-acquisition-carbon-delta
JULY | OCTOBER |
Integrated | MSCI ESG Ratings |
Climate VaR | on Bloomberg |
into Barra | OCTOBER |
SEPTEMBER | MSCI Climate Paris |
MSCI ESG Ratings | Aligned Indexes |
for Loans | NOVEMBER |
OCTOBER | Foundations of ESG |
GEM + ESG - | Investing in |
Unique and | Corporate Bonds |
innovative solution | |
for communicating | |
ESG risk and | |
performance |
We build our leadership position by educating and bringing transparency to clients
14 research papers in 2020 | ... and 21 blog posts | ||||||||||||||||||||
19k+ downloads YTD | 43,000+ blog views YTD |
Over 1.2m unique pageviews YTD | 6,500+ webinar attendees YTD |
1 All data as of November 1, 2020
Information Classification: GENERAL | 30 |
Bringing greater transparency to financial markets
Over the last year we have made public our ESG metrics for tens of thousands of companies, funds and MSCI indexes through msci.com and the MSCI app
- ESG Metrics publicly available for all EU- regulated MSCI Equity, Blended and Fixed Income Indexes
- ESG rating publicly available for more than 36,000 funds and 2,800 companies
Metrics based on final TEG report; MSCI ESG Indexes utilize information from, but are not provided by, MSCI ESG Research LLC | 31 |
Information Classification: GENERAL | |
Enabling sustainable investing
The EU Sustainable Finance action plan supports the transition to a low-carbon, resource- efficient and sustainable economy. MSCI is actively involved in, and providing its expertise to, several EU expert committees - examples below
Key legislative streams
Sustainable Finance | Green | Climate Benchmarks |
Disclosure Regulation | Taxonomy | & ESG Disclosure |
• Estimated EU Taxonomy | • MSCI SFDR1 Adverse Impact | • First provisional EU PAB2 and EU |
Alignment Guide | Indicator Mapping | CTB3 launched in Nov 2019 |
• Dataset to potentially measure | • Currently building a SFDR | • MSCI Index Profile Tool - index level |
alignment | solution | ESG metrics based on the TEG Final |
Report4 for all regulated equity/ | ||
blended indexes |
- SFDR: Sustainable Finance Disclosure Regulation;
- EU PAB: Paris-Aligned Benchmark;
- EU CTB: Climate Transition Benchmark;
- Technical Expert Group (TEG) on Sustainable Finance
Information Classification: GENERAL | 32 |
Executive compensation
Compensation@MSCI
Supports our culture of high performance and accountability
Provide competitive compensation
Link compensation to Company,
Product/Function and Individual
Performance
Provide transparency and a clear line of sight into how compensation is determined
Differentiate and recognize individual performance and behavior - the "What" and the "How"
Allows each pay component to be determined independently and for different purposes
Target | |
Base | Annual |
Incentive | |
Salary | |
Plan | |
(AIP) |
Target Total
Compensation
Target
Long-Term
Incentive
Plan (LTIP)
Supports our culture of high performance and accountability
Current executive compensation structure
Fixed Compensation
Variable Compensation
Component | Objective | 2020 | |
Annual Base Pay | • Provides certainty and predictability to meet ongoing living and | • The only fixed component of our executive compensation program | |
financial commitments | |||
Annual Incentive Plan | • Alignment of management's interests with shareholders' interests | • Financial Metrics (70%) vary by executive, but include: | |
• Introduced to drive one-year performance results | - Revenue | ||
• Specific financial criteria and key performance indicators | - Adjusted EPS | ||
- Net New Sales | |||
- Free Cash Flow | |||
- Contribution Margin | |||
• Key Performance Indicator Goals (30%) that include the following ESG metrics: | |||
- Employee Engagement, Manager Effectiveness, Employee training and | |||
development participation, Inclusion and Diversity, Carbon Footprint, etc. | |||
Long-Term Incentive | • Fosters an "owner-operator" mindset | • Grant of 3-Year PSUs and 5-Year PSUs (which vest based on absolute TSR) and | |
Program | • Closely aligns management's interests with the long-term interests | do not have any "retesting" features | |
of our shareholders | - 3-Year PSUs cover a three-year performance period | ||
• Promotes the retention of key members of our management team | - 5-Year PSUs cover a five-year performance period | ||
• CEO and President & COO equity entirely in PSUs tied to multi-year | • RSUs which ratably service vest over three years | ||
absolute TSR | |||
Information Classification: GENERAL | 35 |
Shareholder alignment and engagement
- 2019 enhancements to the compensation program meant to further align interests of management with that of shareholders
- Increased stock ownership requirements (CEO: 6x; CFO/President/COO: 4x; all other EC members: 3x)
- Implemented more rigorous clawback policy (covers broader range of detrimental conduct and financial restatements)
- Introduced a 5-Year Cliff vesting PSU award to enhance "owner/operator" mindset
- Enhanced LTIP program in response to shareholder feedback
What we heard | What we did | Why |
Eliminate relative TSR CAGR | 2019 PSU awards will vest and be performance adjusted | Absolute TSR CAGR is an all-encompassing measure of Company |
based solely on rigorous absolute TSR CAGR thresholds | performance that does not divert focus from any individual strategic | |
priority | ||
Metric complements the performance measures under our AIP which | ||
directly tie to the Company's strategy | ||
Performance period should not be extended | Eliminated "retesting" feature in new PSUs for 2019 and | Increases management's accountability |
another six months for performance shares | going forward | |
Shareholders indicated they prefer that a | 100% PSUs in 2016 and in 2019 (no equity grants in 2017 | CEO should be primarily rewarded for increasing absolute shareholder |
majority of our CEO's long-term incentive | or 2018) | value which reinforces our "owner-operator" philosophy and is aligned |
awards be performance-based | with executing our strategic plan | |
Information Classification: GENERAL | 36 |
2020 long-term incentive mix
Rest of | Managing | |||||||
2019 LTI Vehicle -Mix | CEO | Pres & COO | Executive | |||||
Directors | ||||||||
Committee | ||||||||
RSUs | 0% | 20% | 40% | 50% | ||||
3-Year PSUs | 50% | 50% | 40% | 35% | ||||
5-Year PSUs | 50% | 30% | 20% | 15% | ||||
Changes to 2020 LTI Vehicle-Mix | ||||||||
RSUs | 0% | 0% | 30% | 50% | ||||
3-Year PSUs | 40% | 50% | 35% | 30% | ||||
5-Year PSUs | 60% | 50% | 35% | 20% |
3-Yr TSR PSUs Schedule | 5-Yr TSR PSUs Schedule | ||
TSR CAGR | % Vesting | TSR CAGR | % Vesting |
< 8% | 0% | < 10% | 0% |
8% | 25% | 10% | 50% |
9% | 50% | 12.5% | 100% |
10% | 100% | 15% | 150% |
20% | 200% | 20% + | 200% |
30% + | 300% | 37 | |
Information Classification: GENERAL | |||
Pay-for-performance
Rigorous TSR metric for PSUs and financial metrics for annual cash incentive compensation reflects strong alignment between company performance/shareholder return and executive compensation
Source: S&P Capital IQ MSCI stock price as of 10/19/2020
Information Classification: GENERAL | 38 |
Accountability and compensation governance
What we do | What we don't do |
Emphasize variable compensation | Do not provide gross-ups to cover excise taxes |
Have formula-based annual cash-incentives | Do not have employment agreements with executive |
Subject equity awards to vesting requirements | officers |
Do not allow directors or employees to hedge or pledge | |
Impose stock ownership guidelines on directors and | |
company stock, engage in short sales, purchases or sales or | |
Executive Committee members | |
options, puts or calls, as well as derivatives, such as swaps, | |
Maintain clawback policy incentive-based compensation | |
forwards or futures or trade on a short-term basis on | |
(cash and equity) | company stock |
Provide for double-trigger vesting upon a change in control | Do not allow repricing of options or stock appreciation |
Have restricted dividend equivalents on performance | rights awards without shareholder approval |
vesting awards that are only paid if and when underlying | Do not provide for "liberal" share recycling when shares are |
award vests | tendered or withheld to satisfy tax withholding obligations |
Grant CEO and President & COO equity entirely in PSUs tied | or as payment of an option exercise price |
to multi-year absolute TSR | |
Retain independent compensation consultant at direction of | |
the CTM Committee | |
Information Classification: GENERAL | 39 |
Our governance
Governance structure
Compensation & Talent
Management Committee ("CTM
Committee")
Linda Riefler (Chair)
Benjamin duPont
Wayne Edmunds
Marcus Smith
Audit Committee
Wayne Edmunds (Chair)
Robert Ashe
Sandy Rattray
Linda Riefler
Independent | Internal | Enterprise Risk | ||
Auditor | Audit | Oversight Committee | ||
Shareholders
Board of Directors
Chairman/CEO* | Lead Director* |
Henry Fernandez | Robert Ashe |
Strategy & Finance Committee
("Strategy Committee")
Robert Ashe (Chair)
Jacques Perold
Sandy Rattray
Marcus Smith
Paula Volent
Nominating & Corporate
Governance Committee
("Governance Committee")
Jacques Perold (Chair)
Benjamin duPont
Catherine Kinney
Paula Volent
Independent directors*
(all directors except for CEO)
Executive Committee | Corporate Responsibility Committee | |
President and Chief Operating Officer | Chief Responsibility Officer and Head of Index | |
Chief Financial Officer and Chief Strategy Officer | Chief Human Resources Officer | |
General Counsel | Corporate Secretary | |
Chief Human Resources Officer | Head of Global Communications | |
Heads of Product Segments | Investor Relations | |
Global Head of Research and Product | Global Head of ESG Research | |
Development | Global Head of Corporate Services | |
Regional Coverage Heads | ||
Chief Responsibility Officer | ||
Information Classification: GENERAL | 41 |
Board governance
Governance highlights
- Independent Lead Director has expansive list of duties that provides for effective independent oversight, including approving Board agendas, leading executive session of independent directors, overseeing annual review of Chairman, facilitating communication between Chairman and independent directors, and meeting directly with management
- Appointed a new Lead Director (Robert G. Ashe) and new chairs for all NYSE-mandated committees in 2018
- Rotated a number of committee members in 2020 in connection with appointment of two new directors
- Annual election of directors: majority voting standard for uncontested elections with resignation policy; plurality for contested elections
- No dual-class stock and no poison pill
- Robust onboarding program for new directors and ongoing director education
- Annual review of charters/governance policies, related persons transaction policy, political activities policy
Oversight of risk management activities
- Board, through its committees, oversees risk management activities, including those relating to cybersecurity risks
Board oversees major risks
CTM Committee oversees risks associated with compensation policies and practices
Strategy Committee oversees risks relating to Company's strategic plan
Governance Committee oversees risks relating to governance structure, compliance, ESG and other corporate governance matters
Audit Committee oversees risks relating to key accounting and reporting policies, and cybersecurity and enterprise risks; quarterly update from Enterprise Risk Management and Information and Technology Risk
Information Classification: GENERAL | 42 |
Diverse & engaged board
Our Directors exhibit an effective mix of skills, experience, diversity and perspectives
30% Women | Over 50% Gender, | 9 of 10 Directors |
Racial or National | are Independent | |
Diversity |
Outside Board Policy
- Directors may not serve on more than 4 public company boards, including the Company's
- All directors are in compliance with the outside board policy
- CEO serves on the Board of one public company
Diverse Skills & Experiences
Executive Leadership
Governance / Public Company Board
Industry Experience
International Experience
Regulatory Compliance / Government
Investments / Strategy
Financial Expertise: CFO and Audit
Risk Management
Consumer Insight / Investor Relations
Technology
Corporate Affairs
Talent Management / Executive Compensation
Information Classification: GENERAL | 43 |
MSCI Board of Directors
Name | Committee(s) | Name | Committee(s) |
Henry A. Fernandez | Jacques P. Perold | NCG (Chair), SF | |
Chairman and CEO | |||
Robert G. Ashe | A, SF (Chair) | Sandy C. Rattray | A, SF |
Independent Lead Director | Appointed in 2020 | ||
Benjamin F. duPont | CTM, NCG | Linda H. Riefler | A, CTM (Chair) |
Wayne Edmunds | A (Chair), CTM | Marcus L. Smith | CTM, SF |
Catherine R. Kinney | NCG | Paula Volent | NCG, SF |
Appointed in 2020 | |||
A: Audit Committee | |||
CTM: Compensation & Talent Management Committee | |||
NCG: Nominating & Corporate Governance Committee | |||
SF: Strategy & Finance Committee | Information Classification: GENERAL | 44 | |
Director evaluation & refreshment
Director Tenure & Ongoing Board Refreshment
- Director skills matrix reviewed regularly to aid in search of potential candidates
- Mandatory retirement age set at 72; Two directors retired, and two new directors appointed in 2020
- Director search firm retained to assist with director succession planning; instructed to provide a diverse slate of candidates
Annual Board Performance Evaluations
Process | Feedback & Recent Initiatives |
5 of 10 directors joined the board within the past
5 years; ongoing search for new directors
Annual Board and committee evaluations led by the Chair of the Governance Committee
- Each director completes a self-assessment questionnaire
- Lead Director conducts individual director interviews
In 2019, the Board engaged a third party evaluation firm for a comprehensive assessment of the Board's practices
The Lead Director and Chair of the Governance Committee review the results with the Board in executive session; requests for enhancements are subsequently discussed with management
Enhanced review of strategic goals:
- Periodic review with Board on strategic initiatives
- Board and committee agendas increasingly focused on "forward-looking" topics Increased focus on ESG:
- Governance Committee assigned responsibility for ESG (including Climate) oversight
- Chief Responsibility Officer provides quarterly reports to the Governance Committee
- ESG goals incorporated into CEO's goals for annual incentive compensation 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 Succession planning and talent management:
- CEO and President meet 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; accelerate development of current internal candidates at all levels
Information Classification: GENERAL | 45 |
Appendix
Supplemental information
- Percentage changes and totals in this presentation may not sum due to rounding.
- Foreign currency exchange rate fluctuations reflect the difference between the current period results as reported compared to the current period results recalculated using the foreign currency exchange rates in effect for the comparable prior period. While operating revenues adjusted for the impact of foreign currency fluctuations includes asset-based fees that have been adjusted for the impact of foreign currency fluctuations, the underlying assets under management ("AUM"), which is the primary component of asset-based fees, is not adjusted for foreign currency fluctuations. More than three-fifths of the AUM are invested in securities denominated in currencies other than the U.S. dollar, and accordingly, any such impact is excluded from the disclosed foreign currency adjusted variances.
- MSCI has presented Run Rate, a supplemental key operating metrics as part of this presentation.
- Run Rate estimates at a particular point in time the annualized value of the recurring revenues under our client license agreements ("Client Contracts") for the next 12 months, assuming all Client Contracts that come up for renewal are renewed and assuming then-current currency exchange rates, subject to the adjustments and exclusions described below. For any Client Contract where fees are linked to an investment product's assets or trading volume/fees, the Run Rate calculation reflects, for ETFs, the market value on the last trading day of the period, for futures and options, the most recent quarterly volumes and/or reported exchange fees, and for other non-ETF products, the most recent client-reported assets. Run Rate does not include fees associated with "one- time" and other non-recurring transactions. In addition, we add to Run Rate the annualized fee value of recurring new sales, whether to existing or new clients, when we execute Client Contracts, even though the license start date, and associated revenue recognition, may not be effective until a later date. We remove from Run Rate the annualized fee value associated with products or services under any Client Contract with respect to which we have received a notice of termination or non-renewal during the period and have determined that such notice evidences the client's final decision to terminate or not renew the applicable products or services, even though such notice is not effective until a later date.
Information Classification: GENERAL | 47 |
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Information Classification: GENERAL | 48 |
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MSCI Inc. published this content on 13 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 December 2020 16:22:04 UTC