Creating Value Through Our Executive Compensation Program

Ensuring that the Company has an executive compensation program that appropriately attracts, retains and incentivizes our management is one of the Board’s most critical responsibilities. In 2016, the Compensation Committee designed and adopted a pay-for-performance program that has helped deliver $7.9 billion¹ in value creation to shareholders. In anticipation of the conclusion of the performance period for the 2016 executive compensation program, during 2016, 2017 and 2018, the Compensation Committee undertook a comprehensive process, including engaging with shareholders, to refine the Company’s executive compensation program. In response to shareholder feedback, the structure of the equity award program adopted in 2019:

Additionally, we strengthened our Clawback Policy to cover a broader range of detrimental conduct that results in a negative financial impact to the Company and/or reputational harm and financial restatements (even in the absence of detrimental conduct). We also increased our minimum stock ownership requirements for the members of our Executive Committee.

We believe these changes effectively cultivate an “owner-operator” mindset among our senior executives, reward performance and drive long-term value creation for our shareholders, and are aligned with our strategic objectives. You can read more about these changes starting on page 47 of this proxy statement (the “Proxy Statement”).

Strengthening Our Commitment to Corporate Responsibility

The Board supports MSCI in the pursuit of its mission to power better investment decisions for a better world. The belief that sound environmental, social and governance (“ESG”) practices are linked to better business results not only underpins a key element of our business strategy, but also reflects how MSCI operates. To ensure guidance and support of MSCI’s corporate responsibility initiatives at the highest levels, the Governance Committee is now responsible for overseeing the Company’s ESG practices and policies and receives a periodic update from the Company’s Chief Responsibility Officer (“CRO”), a position that was created in 2018. The CRO leads a Corporate Responsibility Committee comprised of a cross-functional team of senior leaders at the Company who will work together to formalize the Company’s ESG disclosure processes and reevaluate and make recommendations for evolving the Company’s ESG practices. Additionally, the Compensation Committee helps to develop and oversee many of MSCI’s social programs and practices, including talent management, employee engagement and diversity and inclusion. The Board is dedicated to ensuring transparency and integrity when it comes to the policies and practices that are meaningful to MSCI’s customers, shareholders and employees. You can learn more about our commitment to ESG by visiting our corporate responsibility page (www.msci.com/corporate-responsibility) and corporate governance page (http://ir.msci.com/corporate-governance).

Your Support is Important to Us

Your vote is very important to us. We strongly encourage you to read both our Proxy Statement and annual report on Form10-K for the year ended December 31, 2018 (the “2018 Annual Report onForm 10-K”) in their entirety, and ask that you vote with our recommendations. You can communicate with the Board at any time (see page A-7 of this Proxy Statement for instructions).

Thank you for your continued support of MSCI and your participation in the 2019 Annual Meeting.

Henry A. FernandezOur Purpose Chairman and Chief Executive OfficerWe strive to bring greater transparency to financial markets, enabling the investment community to make better decisions for a better world. March 11, 2019		Robert G. AsheBringing clarity to complexity. We aim to: Developnew research and models to help our clients better assess an increasingly complex and expanding global investment landscape Lead DirectorMeasureand model environmental, social and governance (ESG) and climate risk and opportunities March 11, 2019Enhanceour clients’ experience by leveraging technology to easily integrate into client workflows and deliver our solutions across multiple platforms Achieveclient-centricity by understanding our clients’ unique needs in the markets in which they operate and by providing excellent client support Helping the investment industry build better portfolios for a better world

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Letter from our Independent
Lead Director

Thursday,     April 25, 2019 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.		TIME:Dear fellow shareholders, 2:30 P.M. Eastern Time		PLACE: via the internet www.virtualshareholdermeeting.com/MSCI2019
	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

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Notice of Annual Meeting
of Shareholders

Annual Meeting Proposals and Voting Recommendations

1	Election of Directors	“FOR” each nominee  SEE PAGE 20
2	Advisory Vote to Approve Executive Compensation (Say-on-Pay)	“FOR”  SEE PAGE 55
3	Ratification of the Appointment of MSCI’s Independent Auditor	“FOR”  SEE PAGE 99

Dear Fellow Shareholders:

I cordially invite you to attend the MSCI 2019 Annual Meeting to be held via the internet through aThe virtual web conference atwww.virtualshareholdermeeting.com/MSCI2019 on April 25, 2019annual meeting will commence at 2:30 P.M., Eastern Time, and any adjournments or postponements thereof. YouTime. Online check-in will be able to attendavailable beginning at 1:30 P.M., Eastern Time. Please allow ample time for the 2019 Annual Meeting online vote your shares electronically and submit questions online duringcheck-in process.

To participate in the virtual annual meeting, by logging in toyou will need the website listed above using the16-digit control number included inon your Notice of Internet Availability of the proxy materials,Proxy Materials, on your proxy card or on any additional voting instructions form accompanying thesethat accompanied your proxy materials.

A webcast replay of the 2022 annual meeting of shareholders (the “2022 Annual Meeting”) will also be made available on our Investor Relations website We have adopted this technology(https://ir.msci.com).

If you are a beneficial shareholder, your broker will not be able to expand accessvote your shares with respect to any of the matters presented at the meeting, improve communications and lower the cost to our shareholders, the Company and the environment. In the past,in-person shareholders’ meetings were only attended by a few shareholders. We believe virtual meetings enable increased shareholder participation from locations around the world. Additionally, the online format allows us to communicate more effectively via apre-meeting forum that you can enter by visitingwww.proxyvote.com with your control number. We recommend that you log in a few minutes before the meeting to ensure you are logged in when the meeting starts.

The meeting is being convened for the following purposes:

1.	To elect 10 members to our Board;

2.	To approve, bynon-binding vote, our executive compensation, as described in these proxy materials;

3.	To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm (“independent auditor”); and

4.	To transact such other business as may properly come before our 2019 Annual Meeting and any adjournments or postponements thereof.

Our Board of Directors recommends that you vote “FOR” the election of the directors, the approval, on an advisory basis, of our executive compensation andother than the ratification of the appointmentselection of our independent auditor.registered public accounting firm, unless you give your broker specific voting instructions.

We are once again pleased to furnish our proxy materials over the internet pursuant to Securities and Exchange Commission (“SEC”) rules. As a result, we are mailing to many of our shareholders the Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials, including this Proxy Statement and our 2018 Annual Report on Form10-K. The Notice of Internet Availability of Proxy Materials contains instructions on how to access this Proxy Statement (including the proxy card) and our 2018 Annual Report on Form10-K over the internet, how to request a paper or email copy of these materials and how to vote by mail or via the internet. We believe that posting the proxy materials on the internet expedites shareholders’ receipt of the information that they need, while lowering our costs of printing and delivery and reducing the environmental impact of our annual meeting of shareholders.

Our Board has fixed the close of business on February 27, 2019 as the record date for determining the shareholders entitled to notice of, and to vote at, our 2019 Annual Meeting. The Notice of Internet Availability of Proxy Materials will be mailed to our shareholders of record beginning on or about March 11, 2019. These proxy materials are being made available beginning on or about March 11, 2019.

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting to be held on April 26, 2022. Our Proxy Statement and our 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available without charge at www.proxyvote.com. Information contained on such website is not incorporated by reference into this Proxy Statement or any other report we file with the SEC.

Note on Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaningTable 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.Contents

Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in the 2018 Annual Report on Form 10-K filed with the SEC on February 22, 2019 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.

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Proxy Summary

MSCI INC. PROXY STATEMENT      •      i

Proxy Statement Summary This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Annual Meeting Information Date: April 25, 2019 Time: 2:30 P.M., Eastern Time Online check-in will be available beginning at 1:30 p.m., Eastern Time. Please allow ample time for the online check-in procedures. Admission: Virtual meeting held via the internet through a virtual web conference at: www.virtualshareholdermeeting.com/MSCI2019 To participate in the annual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of the Proxy Materials, on your proxy card or on any additional voting instructions that accompanied your proxy materials. " Voting: " Shareholders as of the record date, February 27, 2019, are entitled to vote. " Your broker will not be able to vote your shares with respect to any of the matters presented at the meeting, other than the ratification of the selection of our independent auditor, unless you give your broker specific voting instructions. Even if you plan on attending our virtual meeting on April 25, 2019, please vote as soon as possible before the meeting by: INTERNET: Go to www.proxyvote.com. Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on April 24, 2019. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. PHONE: 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 24, 2019. Have your proxy card in hand when you call and then follow the instructions. MAIL: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. During the virtual meeting, you will be able to vote electronically and submit questions at www.virtualshareholdermeeting.com/MSCI2019. A webcast replay of the 2019 Annual Meeting, including the Q&A session, will also be archived on our Investor Relations website, http://ir.msci.com/events.cfm, until April 25, 2020. For additional information regarding the virtual meeting, please refer to the Frequently Asked Questions in Annex A.

Annual Meeting Agenda and Voting Recommendations

About MSCI Inc.

MSCI Inc. (referred to herein as the “Company,” “MSCI,” “we,” “our,” or “us”) is a leading provider of critical decision support tools and services for the global investment community — we power better investment decisions by enabling clients to understand and analyze key drivers of risk and return and confidently build more effective portfolios. We create industry-leading research-enhanced solutions⁽¹⁾ that clients use to gain insight into and improve transparency across the investment process. We are able to do this by leveraging our knowledge of the global investment process and our expertise in research, data and technology in order to deliver actionable solutions to our clients. We are dynamic and flexible in the delivery of our content and capabilities, such as our indexes; portfolio construction tools and risk-management services; ESG research and ratings; and real estate benchmarks, analytics services and market insights; much of which can be accessed by our clients through multiple channels and platforms.

As a client-centric company, we offer innovative solutions to help our clients adapt to a fast-changing marketplace. As the needs of our clients change, so do our offerings. Our clients use our offerings in a variety of ways for their most important investment activities across multiple asset classes, including to better understand the drivers of risk and return, to gain a complete and detailed picture of their entire portfolio, to develop index-based products to more efficiently implement their investment strategies and to integrate ESG considerations into their investment processes.

Our composition of revenue in 2018 and Run Rate⁽²⁾ as of December 31, 2018 is as follows:

(1) The term “solutions” as used throughout this Proxy Statement refers to the usage of our products and/or services by our clients to help them achieve their specific investment objectives.

(2) See Annex B for definitions of operating metrics, including Run Rate.

2      •      MSCI INC. PROXY STATEMENT

OUR STRATEGY        

We aim to expand our position as a leading source for mission critical content, applications and services that support the investment processes of the largest and most sophisticated participants in the global investment industry. Our growth strategy is focused on a number of key initiatives that optimize the value of our integrated company and capitalize on our competitive advantages to address the changing needs of our clients and the investment industry. These strategic initiatives include:

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Strong Financial Performance

In executing our strategy, we are committed to maintaining overall cost discipline and continuing to deliver positive operating leverage. Through disciplined expense management we can self-fund initiatives that deliver the highest return on investment. During 2018, our capital deployment strategy remained unchanged as2021, we continued to prioritize returning capitalexecute a focused strategy to shareholders.accelerate growth, improve efficiency and attract the best talent. Our strong results reflect our commitment to building long-term shareholder value. Financial highlights for the year ended December 31, 2021 include the following:

2021 Financial Highlights

OPERATING REVENUES (in millions except percentages)		OPERATING EXPENSES (in millions except percentages)
DILUTED EPS / ADJUSTED EPS* (unaudited)		CASH FROM OPERATING ACTIVITIES (in millions except percentages)

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Our Capital Allocation Program

ANNUALIZED DIVIDEND RATES

MSCI INC. PROXY STATEMENT      •      3

Capital Optimization Activities in 2021

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TOTAL SHAREHOLDER RETURNTotal Shareholder Return

The following graph compares the cumulative total shareholders’ return (“TSR”) of our common stock, the Standard & Poor’s 500 Stock Index and the NYSE Composite Index since December 31, 2008 (a little over one year after our IPO)2011 assuming an investment of $100 at the closing price of each respective investment on December 31, 2008.2011. In calculating annual TSR, we have assumed the reinvestment of dividends, if any. The indexes are included for comparative purposes only. They do not necessarily reflect management’s opinion that such indexes are an appropriate measure of the relative performance of our common stock.

COMPARISON OF CUMULATIVE TEN YEAR TOTAL RETURN

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

STRONG FINANCIAL PERFORMANCE        

In 2018, we continued to execute a focused strategy to accelerate growth, improve efficiency and attract the best talent. Our strong results reflect our commitment to building long-term shareholder value. Financial highlights for the year ended December 31, 2018 include the following:

(1) MSCI has presented supplementalnon-GAAP financial measures as part of this Proxy Statement. Definitions of eachnon-GAAP measure and a reconciliation of eachnon-GAAP financial measure with the most comparable GAAP measure are set forth inAnnex B. Thenon-GAAP financial measures presented in this Proxy Statement should not be considered as alternative measures for the most directly comparable GAAP financial measures. Thenon-GAAP financial measures presented in this Proxy Statement are used by management to monitor the financial performance of the business, inform business decision-making and forecast future results.

MSCI INC. PROXY STATEMENT      •      5

Aligning Executive Compensation

with Company Strategy and PerformanceCorporate Responsibility

We believe, and our executive compensation program was integralresearch shows, that sound ESG and climate practices are commonly linked to our successfulbetter business results. We provide the global financial performancecommunity with innovative products and services that enable investors to make better investment decisions for a better world. As a leader in 2018. To align the interestsproviding ESG and compensation of our named executive officers (“NEOs”) with the long-term interests of our shareholders andclimate solutions to further drive the performance culture thatinvestors, we also aim to demonstrate leading corporate responsibility practices.

Our commitment to corporate responsibility is key to successfully delivering on our corporate strategy, MSCI’s executive compensation program emphasizes performance-based compensationembodied in the form of equity grants under our Long-Term Incentive Plan (“LTIP”) and the payment of cash incentives under our Annual Incentive Plan (“AIP”).

LTIP

In 2016, we granted multi-year performance stock units (“PSUs”) to each of our NEOs employed at that time that covered a three-year performance cycle that ended on February 8, 2019 (the “2016 Multi-Year PSUs”). Because the 2016 Multi-Year PSUs operated on anend-to-end basis without overlapping cycles or additional grants of PSUs during the performance cycle, no additional PSUs were awarded to our NEOs in 2017 or 2018. The 2016 Multi-Year PSUs were subject to a challenging multi-year absolute TSR CAGR performance metric.

Our NEOs, other than our CEO, continued to receive annual grants of restricted stock units (“RSUs”) in 2017 and 2018. Mr. Fernandez’s LTIP award was granted entirely in the form of PSUs and, as such, he did not receive any additional equity awards in 2016, 2017 and 2018. The awards granted under the LTIP in 2018 for each of our NEOs are further detailed in the Summary Compensation Table for 2018 on page 74. See the table on page 45 of this Proxy Statement, which reflects the annualized portion of the target value of the 2016 Multi-Year PSUs attributable to 2018 (i.e.,one-third of the total target value of the 2016 Multi-Year PSUs).

In 2019, the Compensation Committee adopted enhancements to the Company’s LTIP which are designed to (i) prioritize shareholder value creation and (ii) facilitate an “owner-operator” mindset among our senior executives, both of which were also primary goals of the 2016 Multi-Year PSUs. The 2019 LTIP comprises a mix of the following:

following four pillars:

	Better Investments for a Better World Offer tools and content for investors globally to manage their ESG and climate risks and opportunities
RSUs		ANNUAL3-YEAR PSUsRECENT 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	ANNUAL5-YEAR●   PSUs
Annual grant of RSUs to our NEOs (other than our CEO) that will service-vest in three equal installments in each of 2020, 2021Product Launches and 2022. Our CEO was not granted any RSUs in 2019 and received all of his long-term incentive equity in the form of PSUs.		Annual grant of PSUs which will cover a three-year performance cycle (the“3-Year PSUs”) from February 6, 2019 to February 5, 2022. Initiatives The3-Year●   PSUs are subjectLaunched our MSCI Climate Lab Enterprise product to vest between 0%help investors monitor and 300% based onmanage climate risk across the achievementinvestment process ●  Expanded our toolkit of an absolute TSR CAGRclimate 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 metric.		Annual grant of PSUs which will covercompanies that facilitate a five-year performance cycle (the“5-Year PSUs”) from February 6, 2019transition to February 5, 2024. The5-Year PSUs are subject to vest between 0%a circular economy, addressing global resource challenges such as energy scarcity, biodiversity loss, waste and 200% based on the achievement of an absolute TSR CAGR performance metric.pollution

In addition, in response to feedback from shareholders in the meetings described below, the Compensation Committee determined that, under the 2019 LTIP, it would no longer consider relative TSR CAGR or use an extended performance assessment period when determining actual achievement of the absolute TSR CAGR goals in the3- and5-year PSUs. These changes provide for an even more rigorous performance assessment and increase the“at-risk” element of the LTIP.

6      •      MSCI INC. PROXY STATEMENT

In 2019, our CEO received 100% of his equity compensation in the form of3-Year PSUs and5-Year PSUs. Granting a majority of our CEO’s LTIP in the form of PSUs has been previously viewed favorably by our shareholders.

For additional information about the 2019 LTIP program, please see page 63 of this Proxy Statement.

AIP

The AIP closely aligns the interests of our NEOs with those of shareholders by using a formulaic approach based on specific annual financial criteria and individual key performance indicators (“KPIs”) when determining annual cash incentives. The Compensation Committee regularly assesses the metrics and weighting of those metrics, in addition to shareholder feedback, to ensure that the AIP reflects the appropriate metrics and proper balance of those metrics necessary to deliver the annual growth that will serve as the foundation for longer-term value creation. In 2018, in response to shareholder feedback, the Compensation Committee expanded the inclusion of Adjusted EPS to the product-level grids, rather than only including it in the corporate-level grid, because Adjusted EPS is a primary measure used by many of our shareholders in assessing our ongoing performance.

Actual cash incentives paid to our NEOs for 2018 were higher than their target values based on actual performance against the applicable financial metrics and their KPIs due to our strong financial performance and the performance of our NEOs in 2018. See the table on page 63 of this Proxy Statement for the actual amounts paid.

CEO COMPENSATION

Since our 2018“Say-on-Pay” proposal to approve our executive compensation program (the“Say-on-Pay Vote”) (for which 98.9% of the votes cast were voted in support of the compensation of our NEOs), the Compensation Committee’s actions with respect to our CEO’s compensation were solely to (i) pay Mr. Fernandez an annual cash bonus in respect of 2018 of $1.8 million under our AIP, based on actual performance against the applicable financial metrics and his KPIs and (ii) increase his LTIP target for 2019 by 10.1% (based on an annualized value of his LTIP target in 2018). The increase took into account the fact that Mr. Fernandez’s LTIP awards will continue to be granted solely in the form of PSUs and the fact that his LTIP contained the greatest“at-risk” component as a result of receiving a higher percentage of5-Year PSUs than any other NEO. As reflected in the table on page 46 of this Proxy Statement, on an annualized basis, Mr. Fernandez’s 2018 compensation (which, along with the compensation of the other NEOs, is the subject of this year’sSay-on-Pay vote) increased by only 4.2% relative to 2017. Such increase was attributable to the increased payout of his annual cash bonus for 2018 based on actual performance against the applicable financial metrics and KPIs due to our strong financial performance and his performance in 2018 and an increase in base salary. Mr. Fernandez had not received an increase in base salary since 2014 and did not receive an increase in base salary in 2019.

ENHANCED CLAWBACK POLICY

Effective February 7, 2019, the Company’s Clawback Policy was enhanced to be more rigorous and cover a broader range of detrimental conduct and financial restatements. Under the enhanced Clawback Policy, the Board, acting upon the recommendation of the Compensation Committee, may, to the extent permitted by applicable law, recoup any incentive compensation (cash and equity) received by members of the Executive Committee and the Company’s Principal Accounting Officer, in the event of (1) a restatement of the Company’s financial statements, (2) a restatement or adjustment of the achievement of applicable performance metrics, (3) detrimental conduct that has impacted the achievement of applicable performance metrics and (4) detrimental conduct that causes material financial or reputational harm. For additional details regarding our enhanced Clawback Policy, see page 71 of this Proxy Statement.

MSCI INC. PROXY STATEMENT      •      7

INCREASED STOCK OWNERSHIP REQUIREMENTS

As part of the Compensation Committee’s ongoing assessment of the Company’s compensation policies and practices to ensure furtherance of the goals identified above and for alignment with best practices, effective January 1, 2019, the Compensation Committee adopted more rigorous stock ownership guidelines. The ownership requirements for the Company’s President and Chief Operating Officer (“COO”) were increased from 3x base salary to 4x base salary and the ownership requirements for the rest of the Company’s Executive Committee members (other than our CEO) increased from 2x base salary to 3x base salary. Our CEO’s ownership requirements remained at 6x base salary. For more information on the changes to the stock ownership guidelines, refer to page 70 of this Proxy Statement.

SHAREHOLDER ENGAGEMENT

As noted above, in 2018, 98.9% of the votes cast on theSay-on-Pay Vote were voted in support of the compensation of our NEOs. Due to the structure of the executive compensation program in 2016, 2017 and 2018, the Compensation Committee was not in a position in 2017 or 2018 to incorporate feedback we received from our shareholders regarding the PSU component of our LTIP program until early 2019 (when the performance period applicable to the 2016 Multi-Year PSUs concluded).

While none of the shareholders we spoke with expressed any significant concerns regarding the Compensation Committee’s compensation decisions in 2018, which are the subject of this year’sSay-on-Pay Vote, the conclusion of the performance period for the 2016 Multi-Year PSUs presented the Compensation Committee with the opportunity to incorporate feedback received from our shareholders on our LTIP when designing our 2019 LTIP (as described above), which will be the subject of the 2020Say-on-Pay Vote.

The Company will continue to maintain an active dialogue with shareholders and evaluate feedback on issues of importance to them, including the metrics that drive each of our NEO’s long-term incentive compensation. Our engagement with shareholders on executive compensation is further described on page 51 of this Proxy Statement.

8      •      MSCI INC. PROXY STATEMENT

Environmental, Social and Governance Highlights

ESG considerations are becoming increasingly important to our shareholders and clients, as demonstrated by the growth in MSCI ESG Research and Ratings and MSCI ESG indexes. We also view strong ESG practices as core to our own success. Our Board conducts an annual review of its governance practices, Committee charters and governance policies to ensure that the Company’s practices are in line with current best practices. Below are some highlights of our ESG practices. Policies and practices that were strengthened in 2018 and early 2019 are marked with an “*”. Additional information on our ESG practices is available on our website at:www.msci.com/corporate-responsibility. Information contained on the website is not incorporated by reference into this Proxy Statement or any other report we file with the SEC.

MSCI INC. PROXY STATEMENT      •      9

	Social Responsibility Build a highly engaged workforce, including through learning and development efforts and DE&I initiatives
	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
		OUR POLICIES		WHAT WE DO
ACCOUNTABILITY AND INDEPENDENCE		•  Annual election of directors with majority vote standard for uncontested elections and plurality standard for contested elections

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•  No staggered Board

•  No shareholder rights plan (i.e., a poison pill)

•  Robust director share ownership guidelines

•  Comprehensive Code of Ethics and Business Conduct (“Code of Ethics”)

•  9 of 10 (90%) director nominees are independent

•  All NYSE-mandated committees are 100% independent

•  All incumbent directorsre-elected by at least 97% of votes cast in 2018

•  Annual Board, Committee and individual director evaluations*

•  AnnualSay-on-Pay Vote

•  All directors satisfy stock ownership guidelines

•  Directors participate in active shareholder engagement efforts

	Sustainable Operations Manage carbon emissions and climate risks, and implement sustainable operational practices
	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
		OUR POLICIES		WHAT WE DO

ENVIRONMENTAL	Robust Governance Implement policies and practices that reflect MSCI’s commitment to strong governance practices
	RECENT HIGHLIGHTS (continued) ●  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
				•  Supporting local employee-driven committees that have been established in many of our offices to engage in a variety of initiatives, including promoting sustainable waste management and working practices, educating and increasing awareness of key environmental issues and challenges facing those offices and running initiatives to engage employees on local environmental matters
SOCIAL HIGHLIGHTS		Strong focus on human capital development as overseen by the Compensation Committee, including review of the Company’s corporate culture, learning and development programs and efforts to promote diversity and gender pay parity*		•  Executive Diversity Council (“EDC”), led by our Chief Operating Officer, launched in 2018 •  Maintain two active employee resource groups: the MSCI Pride Group and the MSCI Women’s Leadership Forum (“WLF”) •  Inaugural Annual Diversity and Inclusion Summit hosted by our CEO, President, Chief Operating Officer and other Executive Committee members and attended by high performing women at the Company with leadership capabilities as well as members of the EDC •  Annual review by the Compensation Committee of talent management and succession planning; all directors are invited to participate •  Matching employee charitable contribution program in the U.S. •  Most of our largest regional offices have a Philanthropic Committee which provides a forum for employees to volunteer with a variety of organizations •  In 2018, we saw improved engagement from employees across the Company based on the Company’s annual employee engagement survey •  The Company’s Supplier Code expects suppliers to respect the standards embodied in the Universal Declaration of Human Rights and the International Labor Organization Conventions

For additional information about our Corporate Responsibility Program, please see page 45 of this Proxy Statement.

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MSCI INC. PROXY STATEMENT      •      11

Governance Highlights

OUR BOARD OF DIRECTORS NOMINEES        Our Board of Directors Nominees

Each of our current directors other than Wendy E. Lane (who will not stand for re-election at the 2019 Annual Meeting but will remain on the Board through that date), is standing for election to hold office until the next annual meeting of shareholders or until the director’s earlier resignation, death or removal. The table below provides information on each of our director nominees.

Proposal 1   Election of Directors

The Board recommends a vote FOR each director nominee.   SEE PAGE 20

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Engaging with our Shareholders

We believe that engaging with our shareholders, prospective shareholders and sell-side analysts is the best way to address the issues that matter most to them. During 2021, we held over 300 meetings covering a wide range of matters. While we aim to engage with our shareholders year-round through investor meetings and industry conferences, our key shareholder engagement activities for 2021 included our Investor Day held in February 2021 and our Corporate Responsibility Roadshow conducted in the winter of 2021.

See “Shareholder Engagement” on page 40 for more information on our year-round shareholder engagement activities.

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Aligning Executive Compensation with Company Strategy, Culture and Performance

We believe our executive compensation program was integral to our successful financial performance in 2021. Our executive compensation program is designed not only to closely align the compensation and interests of our named executive officers (“NEOs”) with the long-term interests of our shareholders, but also to reflect the economic realities of our operating environment. MSCI’s executive compensation program emphasizes performance-based compensation in the form of cash incentive awards under our Annual Incentive Plan (“AIP”) and equity incentive awards under our Long-Term Incentive Plan (“LTIP”) that focus respectively on the achievement of short- and long-term financial and strategic targets.

	SHORT-TERM (ANNUAL INCENTIVE PLAN CASH BONUS)						LONG-TERM (EQUITY GRANTS)
							●  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)

2021 ANNUALIZED CEO	2021 AVERAGE ANNUALIZED OTHER NEOS

In 2021, our CEO received over 90% of his compensation in the form of “at-risk” variable compensation under the AIP and LTIP (on average, over 85% in the case of our other NEOs).

Annual Incentive Plan

The AIP closely aligns the interests of our NEOs with those of our shareholders by emphasizing a formulaic approach to determine annual cash incentive awards, which are based on the achievement of specified annual financial criteria aligned with our Board-approved Operating Plan (70% of the target annual cash bonus under the AIP), individual key performance indicators (“KPIs”) (20% of the target annual cash bonus under the AIP) and specific DE&I goals (“DE&I Goals”) (10% of the target annual cash bonus under the AIP) that serve to focus our senior management team on enhancing DE&I progress within the Company. The Compensation Committee regularly assesses the components and metrics used in the AIP and the weighting of those components and metrics, in addition to taking into account shareholder feedback.

For additional information about the 2021 AIP program, please see the discussion on page 71 of this Proxy Statement.

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Long-Term Incentive Plan

The LTIP is designed to prioritize shareholder value creation and facilitate an “owner-operator” mindset among our senior executives.

In 2021, we granted our NEOs a mix of RSUs and PSUs (including separate awards of PSUs with a 3-year cumulative performance period (“3-Year PSUs”) and PSUs with a 5-year cumulative performance period (“5-Year PSUs”)), the mix of which varies based on the executive’s position. Consistent with our recent practice, each of our CEO and President & COO received 100% of his equity incentive compensation in 2021 in the form of PSUs. In addition, for 2021, the Compensation Committee increased the proportion of our President & COO’s 5-Year PSUs from 50% to 60% of his overall equity incentive compensation (with the remaining 40% granted in the form of 3-Year PSUs), commensurate with our CEO.

In 2022, the Compensation Committee enhanced our LTIP by introducing a new award vehicle into the program: financial-based performance stock options (“PSOs”) that cover a cumulative three-year performance period and replace the grant of 5-Year PSUs.

The 2022 LTIP comprises a mix of the following:

For additional information about the LTIP, please see the discussion beginning on page 79 of this Proxy Statement.

Increased Stock Ownership and Retention Requirements

In 2022, in order to further enhance an “owner-operator” mindset among senior executives, our Compensation Committee amended our existing share ownership and retention guidelines to require that all members of our Executive Committee, including our NEOs, must hold shares equivalent, in the aggregate, to 25% of the “net shares” they receive (i.e., after payment of taxes, exercise price and related costs) from equity awards granted to them after January 1, 2022. The Compensation Committee also approved revisions to the minimum ownership guidelines to increase the thresholds applicable to members of our Executive Committee, including our NEOs, to among the highest in our peer group (including 12x base salary for our CEO and President & COO). For additional information about our Share Ownership and Retention Guidelines applicable to our NEOs, please see page 83 of this Proxy Statement.

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Executive Compensation Highlights

Over the past several years, we have continued to enhance our executive compensation program to align with shareholder interests more closely and to further incentivize our executives to focus on the long-term execution of our strategic priorities to create shareholder value. The table below highlights certain key elements of, and enhancements to, our executive compensation program over the past several years.

2020	2021	2022
●  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.

To read more about what our shareholders think of our Executive Compensation program, see the discussion on page 67 of this Proxy Statement.

Proposal 3 Ratification of the Appointment of MSCI’s Independent Auditor

The Board recommends a vote FOR this proposal.   SEE PAGE 99

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

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20

MSCI

 

Proposal No. 1
-Election of Directors

Our Board currently has 11 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 below are directors of MSCI as of March 11, 2019. All directors were elected at the 2018 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.

On March 5, 2019, Wendy E. Lane informed the Company of her decision to not stand for re-election at the 2019 Annual Meeting. Her term as a director will end when her current term expires at the 2019 Annual Meeting. Concurrent with the 2019 Annual Meeting, the size of the Board will be decreased from 11 to 10. 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 Ms. Lane’s decision to not stand for re-election.

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 will be voted 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 2019 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 herre-election” inAnnex A.

MSCI INC. PROXY STATEMENT      •      13

CORPORATE GOVERNANCE
	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.

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DIRECTOR CORE COMPETENCIES        2022 Director Nominees

Our Board includes an appropriate mix of experience, tenure, diversity, leadership, skills and qualifications in areas of importance to the Company. Our directors have had senior leadership experience at various domestic and multinational companies. In these positions, they obtained diverse management skills, including strategic and financial planning, regulatory compliance, risk management and leadership development. Additional detail on each director nominee’s experiences and qualifications follows their biographies beginning on page 15 of this Proxy Statement. The Governance Committee believes the director skills and experiences set forth on the “Director Core Competencies” table below are those most relevant to the Board’s oversight responsibilities and the Company’s strategic direction and strives to ensure that the Board includes a balanced mix of qualifications.

14      •      MSCI INC. PROXY STATEMENT

2019 DIRECTOR NOMINEES        

		Henry A. Fernandez Chairman and CEO Age:60 Director since:2007
BIOGRAPHY: Mr. Fernandez has served as a director and Chairman of our Board since 2007 and as our CEO since 1998. He served as our President from 1998 to 2017. Before leading MSCI’s transition to becoming a fully independent, standalone public company in 2009, he was a Managing Director at Morgan Stanley, where he worked in emerging markets product strategy, equity derivative sales and trading, mergers and acquisitions, worldwide corporate finance and mortgage finance for U.S. financial institutions. Mr. Fernandez worked for Morgan Stanley from 1983 to 1991 and from 1994 to 2009. 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.

		RobertROBERT G. AsheASHE Independent Lead Director Age:59 Director since:2013
BIOGRAPHY: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 products.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.

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24	MSCI   |   PROPOSAL NO. 1: ELECTION OF DIRECTORS

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.

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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.

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26	MSCI   |   PROPOSAL NO. 1: ELECTION OF 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.

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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.

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28	MSCI   |   PROPOSAL NO. 1: ELECTION OF 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.

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Corporate Finance. Mr. Ashe holds a Bachelor of Commerce from the University of Ottawa. Mr. Ashe is also a Chartered Accountant in Canada.Governance

OTHER PUBLIC COMPANY DIRECTORSHIPS:Robust Corporate Governance Practices ServiceSource International, Inc. (March 2013

MSCI’s Board of Directors adhere to present), Shopify Inc. (May 2015governance principles designed to present)ensure the continued effectiveness of the Board and Halogen Software Inc. (February 2013excellence in the execution of its duties. The Board has in place a set of governance guidelines reflecting these principles, including the Board’s policy of requiring a significant majority of the Board to April 2017)be comprised of independent directors; the importance of reflecting a diversity of occupational and personal backgrounds and experience on the Board, including with respect to demographics such as gender, nationality, race, ethnicity, geography and age; and the practice of regularly scheduled executive sessions, including sessions of independent directors without members of management. The MSCI Corporate Governance Policies reflect our principles on corporate governance matters.

MSCI also has a Code of Ethics and Business Conduct for directors, executive officers and employees, which is reviewed annually by the Board of Directors. Any amendment to, or waiver of, the Code of Ethics and Business Conduct that applies to one of our directors or executive officers may be made only by the Board or a Board committee.

Corporate Governance Highlights

	●	All director nominees except our CEO are independent.
	●	Strong, independent lead director and independent Board committees.
	●	One share, one vote.
	●	Annual election of directors.
	●	Proxy access.
	●	Majority vote for uncontested elections and plurality standard for contested elections.
	●	No shareholder rights plan (i.e., a poison pill).
	●	Board oversight of corporate responsibility, enterprise risk management and IT/cyber risk.
	●	Annual Board, committee and director evaluations, with third-party evaluation firm engaged periodically, including in 2019.
	●	Executive session of independent directors held after each quarterly Board meeting.
	●	Limits on multiple board service.
	●	Robust director share ownership and retention guidelines (further enhanced in 2022).
	●	Annual review of Code of Ethics and Business Conduct, committee charters and Corporate Governance Policies.
	●	Annual off-season shareholder outreach around corporate responsibility, including regular director participation.
	●	Full Board participation in succession and progression planning.
	●	Targeted director education program, including leveraging in-house expertise to educate directors on climate.

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Table of Contents

30	MSCI   |   CORPORATE GOVERNANCE

Composition and Board Refreshment

QUALIFICATIONS:Director QualificationsWith nearly 30 years

The Governance Committee’s charter requires it to review candidates’ qualifications for membership on the Board or a committee of the Board, including making a specific determination as to the independence of each candidate based on criteria approved by the Board (and taking into account the enhanced independence, financial literacy and financial expertise standards that may be required under applicable law or NYSE rules for audit committee membership purposes, and heightened independence standards that may be required under law or NYSE rules for compensation committee membership purposes). If the Governance Committee determines that adding a new director is advisable, it will recommend such individual to the Board for appointment as a member of the Board and any committees (as applicable).

Consistent with our Corporate Governance Policies, when appointing directors, the Board seeks members who combine sound business judgment, professionalism and a broad spectrum of experience and expertise with a reputation for the highest standards of ethics and integrity. Directors should have experience in positions with a high degree of responsibility, be leaders or senior managers in the technology sector, Mr. Ashe has led successful initiatives in product marketing, software developmentcompanies or institutions with which they are or were affiliated and revenue growth. While at Cognos, he also executed strategic acquisitions and led the successful integration of Cognos following its acquisition by IBM. The Board believes that the experience Mr. Ashe has acquired during his career in the technology industry will providebe selected based upon contributions they can make to the Board and management with valuable perspectives onand their ability to represent and advance the Company’s investment, organic growth and acquisition strategies. Mr. Ashe has also been serving as our Lead Director since April 2018. As a member of other public company boards and the former CEO of a public company, Mr. Ashe also brings to the Board additional insight with respect to the Board’s roles and responsibilities.

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		Benjamin F. duPont Independent Director Age:55 Director since:2008

BIOGRAPHY: Mr. duPont isco-founder and Managing Partner at Chartline Capital Partners. Chartline Capital Partners has 26 portfolio companies, and invests in “structured” stage venture capital—with a focus on: Digital Health, Retail Analytics, Telecom Infrastructure, Digital Industrial and Food Supply Chain. In 2010, heco-founded yet2Ventures and while it continues to exist as a manager of legacy investments, as of October 2016, continuing investments are made under Chartline Capital Partners and he no longer serves as a principal of yet2Ventures. Mr. duPont alsoco-founded yet2, a global open innovation and technology scouting services company, and continues to serve on its board of directors. Prior to

		Wayne Edmunds Independent Director Age:63 Director since:2015

BIOGRAPHY: 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. 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

16      •      MSCI INC. PROXY STATEMENT

		Alice W. Handy Independent Director Age:70 Director since:2009

BIOGRAPHY: Ms. Handy retired from Investure on December 31, 2018, an outsourced investment office for colleges and foundations which she formed in 2003 having served most recently as its Managing Member until her retirement and its Chief Executive Officer until January 1, 2018. Prior to forming Investure, Ms. Handy was the President of the University of Virginia Investment Management Company. Beginning in 1974 and except for the period from November 1988 to January 1990, during which time Ms. Handy served as the State Treasurer of Virginia, she was actively involved in the investment of the

		Catherine R. Kinney Independent Director Age:67 Director since:2009

BIOGRAPHY: Ms. Kinney retired from NYSE Euronext in March 2009, having served as aCo-President andCo-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 the New York Stock Exchange (the “NYSE”) and Euronext in April 2007. Ms. Kinney joined the 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

MSCI INC. PROXY STATEMENT      •      17