AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 29/10/2026
Moat63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Licensed index intellectual property and accumulated proprietary content have demonstrated commercial adoption: Index net recurring sales increased and linked ETFs attracted inflows. This supports an established franchise. Comparative superiority is not quantified, and management’s OneMSCI network-effect assertion does not independently establish a network moat.
durability · 2/4 · Multi-year contractual obligations, strong retained subscriptions and ongoing Index demand support persistence. Expiry-related cancellation rights, disclosed client self-indexing capabilities and falling effective ETF fee yields constrain protection. The evidence supports a durable current franchise, but cannot establish exceptional long-term insulation from substitution or bargaining pressure.
customer dependency · 3/4 · MSCI intellectual property underlies client investment products, and Analytics content reaches proprietary and client platforms. Annualized nine-month subscription retention of 95.2% demonstrates repeat demand. Workflow dependency and switching friction are partly inferred; asset-based retention and actual migration costs are unavailable.
erosion resilience · 2/4 · Organic subscription Run Rate growth of 8.7%, improved year-over-year retention and stronger Index sales show resilience. Effective ETF fee compression, only 2.4% Sustainability and Climate organic subscription Run Rate growth, weaker Private Assets profitability and actual supplier terminations establish meaningful vulnerabilities. AI displacement remains a potential risk.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · The disclosed basis-point fee uses period-end Run Rate divided by period-end AUM, rather than recognized revenue during the quarter. Subscription sales combine price changes, new contracts and expansions. These disclosures do not establish realized pricing outcomes separately from contractual run rate and mix; no numerical grade is inferred.
retention · 3/4 · Nine-month subscription retention improved to 95.2% from 94.8%; third-quarter retention was 95.0% versus 94.7%. These operating results demonstrate strong repeat demand. Interim figures are annualized, measured through retained subscription Run Rate, and exclude asset-based fees, so they cannot establish universal customer lock-in.
margin resilience · 3/4 · Nine-month operating margin rose to 55.4% from 54.1%, while third-quarter margin was broadly stable at 56.3% versus 56.4% despite higher technology, professional-fee and data costs. Private Assets profitability weakened. Consolidated resilience is demonstrated, although asset growth, mix and operating scale can explain it without pricing gains.
contractual freedom · 2/4 · Multi-period agreements with contractual escalators establish some ability to agree favorable pricing terms. Clients can cancel upon expiry, negotiate lower variable-license fee structures or cease using indexes. Unilateral repricing rights are not established, and observed ETF yield compression shows that contractual discretion has practical limits.
Predictability100
5 consecutive published annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 1.42
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 2.04
- observedAnnualPeriods
- 5.00
Financial strength42
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or reported pretax profit plus reported gross interest expense. Reported EBIT is distinct from GAAP operating income and gross interest. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 57.09
- netDebtEbitGrade
- 33.62
- interestCoverageGrade
- 65.13
- currentRatioGrade
- 11.91
- Debt / FCF (x)
- 4.00
- Net debt / operating income (x)
- 3.32
- Interest coverage (x)
- 8.16
- Current ratio (x)
- 0.90
Capital allocation98
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or EBIT calculated from reported pretax profit plus reported gross interest expense; the issuer-reported EBIT is distinct from GAAP operating income and gross interest; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. ROIC remains undefined for nonpositive invested capital; the explicit asset-return alternative does not change the ROIC chart. Missing financial inputs alone never trigger an alternative. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 50.07
- 3-year average dilution (%)
- -1.78
- 3-year average SBC / revenue (%)
- 3.24
- cashConversionGrade
- 100.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · 2025 operating cash flow reached $1.588 billion, but $2.419 billion of open-market repurchases plus $556.6 million of distributed dividends exceeded it. Repurchases reduced outstanding shares. Nine-month 2026 repurchases totaled $1.097 billion and September revolver borrowings reached $810 million. Cash generation is strong; repurchase value creation and financing discipline remain mixed.
incentive alignment · 3/4 · The actual 2025 program links equity to three-year TSR, revenue and adjusted EPS, with holding requirements and prohibitions on hedging and pledging. No payout on 2023 three-year PSUs demonstrates enforcement. Management and directors complied with ownership guidelines. Adjusted EPS can benefit from repurchases; compliance alone does not quantify economic exposure.
execution · 2/4 · Latest operating outcomes improved: organic subscription Run Rate grew 8.7%, nine-month net sales rose 21.2%, and Index net recurring sales strengthened. However, Sustainability and Climate growth remained modest, Private Assets profitability declined, and 2025 incentive-plan Total Net Sales achieved 82.5% of target. Results remain uneven despite stronger demand.
governance · 3/4 · Independent executive sessions followed all eight 2025 board meetings, attendance was disclosed, and a recoupment policy exists. The April 2026 compensation advisory vote was actually approved. Combined chairman, CEO and president roles and the CFO’s additional interim accounting responsibility temper confidence without demonstrating a control failure or exceptional governance outcomes.
Evidence
With respect to licenses to create indexed investment products, such as ETFs, passively managed funds, or licenses which allow certain exchanges to use MSCI’s indexes as the basis for futures and options contracts, MSCI’s performance obligation allows customers to use the Company’s intellectual property (e.g., the indexes) as the basis of the funds or other investment products the customers create over the term of the agreement.
2023 Form 10-K, filed 2024-02-09; revenue recognition: intellectual-property licenses for indexed investment products · Filed 09/02/2024
We are continually developing a wide range of differentiated content and have amassed an extensive database of global market data; proprietary index data; sustainability and climate data and metrics; factor models; private asset performance, transaction and benchmark data, including fund-and asset-level data; and risk algorithms, all of which can be critical to our clients’ investment processes.
2024 Form 10-K, filed 2025-02-07; business: accumulated proprietary data, models and algorithms · Filed 07/02/2025
Clients can access Analytics tools and content through MSCI’s proprietary applications and application programming interfaces (APIs), third-party applications or directly via their own platforms.
June 2026 Form 10-Q, filed 2026-07-21; Analytics delivery through applications, APIs and client platforms · Filed 21/07/2026
Total net sales
$
76.4
$
56.6
35.0
%
$
205.3
$
169.4
21.2
%
Total Retention Rate
95.0
%
94.7
%
95.2
%
94.8
%
1 See "Notes Regarding the Use of Operating Metrics" for details regarding the definition of new recurring subscription sales, subscription cancellations, net new recurring subscription sales, non-recurring sales, total gross sales, total net sales and Retention Rate.
Third-quarter 2026 earnings release, filed 2026-10-20; Table 6: third-quarter and nine-month consolidated sales and retention · Filed 20/10/2026
For interim (non-annual) periods, Retention Rate is presented on an annualized basis.
Third-quarter 2026 earnings release, filed 2026-10-20; operating-metric definitions: interim retention annualization · Filed 20/10/2026
We do not calculate Retention Rate for the portion of Run Rate attributable to Asset-based Fees.
Third-quarter 2026 earnings release, filed 2026-10-20; operating-metric definitions: asset-based fees excluded from retention · Filed 20/10/2026
30,
Sep. 30,
Sep. 30,
In billions
2025
2025
2026
2026
2026
2025
2026
Beginning Period AUM in ETFs linked
to MSCI equity indexes
$
2,025
$
2,211
$
2,341
$
2,403
$
2,818
$
1,725
$
2,341
Market Appreciation/(Depreciation)
140
63
(41)
376
11
349
346
Cash Inflows
46
67
103
39
76
137
218
Period-End AUM in ETFs linked to
MSCI equity indexes
$
2,211
$
2,341
$
2,403
$
2,818
$
2,905
$
2,211
$
2,905
Period Average AUM in ETFs linked to
MSCI equity indexes
$
2,108
$
2,274
$
2,471
$
2,706
$
2,878
$
1,924
$
2,685
Period-End Basis Point Fee3
2.41
2.41
2.35
2.28
2.28
2.41
2.28
1 The historical values of the AUM in ETFs linked to our equity indexes as of the last day of the month and the monthly average balance can be found under the link “AUM in ETFs Linked to MSCI Equity Indexes” on our Investor Relations homepage at https://ir.msci.com.
Third-quarter 2026 earnings release, filed 2026-10-20; Table 7: ETF-linked AUM in billions, cash inflows and period-end basis-point fees · Filed 20/10/2026
16
Table 7: AUM in ETFs Linked to MSCI Equity Indexes (unaudited)1,2
Three Months Ended
Nine Months Ended
Sep.
Third-quarter 2026 earnings release, filed 2026-10-20; Table 7 title and three-month/nine-month column headings · Filed 20/10/2026
30,
Dec. 31,
Mar. 31,
June 30,
Sep.
Third-quarter 2026 earnings release, filed 2026-10-20; Table 7 continuation of quarterly date headings · Filed 20/10/2026
The AUM in ETFs also includes AUM in Exchange Traded Notes, the value of which is less than 1.0% of the AUM amounts presented.
Third-quarter 2026 earnings release, filed 2026-10-20; Table 7 qualifier: Exchange Traded Notes included, less than 1.0% of AUM · Filed 20/10/2026
The remaining performance obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:
As of
June 30,
(in millions)
2026
First 12-month period
$
1,156.0
Second 12-month period
734.9
Third 12-month period
323.4
Periods thereafter
200.1
Total
$
2,414.4
4.
June 2026 Form 10-Q, filed 2026-07-21; remaining performance obligations for contracts longer than one year, in millions · Filed 21/07/2026
A substantial portion of MSCI’s operating revenues is derived from recurring subscriptions or licenses for products and services that are ongoing in nature and provided over contractually agreed periods, which are subject to renewal or cancellation upon the expiration of the then-current term.
Second-quarter 2026 earnings release, filed 2026-07-21; recurring contracts subject to renewal or cancellation at expiry · Filed 21/07/2026
•Multi-period agreements with contractual price escalators where the total revenue is recognized ratably over the contract period.
June 2026 Form 10-Q, filed 2026-07-21; revenue recognition: multi-period contractual price escalators · Filed 21/07/2026
Our clients that pay us a variable license fee (e.g., based on the assets under management or total expense ratio or trading volumes of an indexed investment product) may seek to negotiate a lower fee structure or may lower the total expense ratio of such products or may cease using our indexes, which could limit the growth of or decrease our revenues from asset-based or other variable fees and have a material adverse effect on our business, financial condition or results of operations.
2025 Form 10-K, filed 2026-02-06; risk factors: variable-license fee negotiation and index discontinuation · Filed 06/02/2026
Certain of our clients are also significant shareholders, competitors or distributors of our content, including some of our largest clients, such as BlackRock.
2025 Form 10-K, filed 2026-02-06; risk factors: overlapping client, shareholder, competitor and distributor roles · Filed 06/02/2026
Additionally, AI-enabled tools may allow clients, including asset managers, asset owners, banks, hedge funds and others, to develop in-house capabilities to replace our products such as custom indexes, risk analytics, and sustainability and climate data.
2025 Form 10-K, filed 2026-02-06; risk factors: potential AI-enabled internal substitution · Filed 06/02/2026
Barriers to entry may be low or declining in many markets, including for single-purpose product companies, supporting new competitors.
2025 Form 10-K, filed 2026-02-06; competition risk: potentially low or declining entry barriers in many markets · Filed 06/02/2026
Some of our agreements with third-party suppliers allow them to cancel on short notice, and from time to time we receive notices from third-party suppliers threatening to terminate the provision of their products or services to us, and some data suppliers have terminated the provision of their data to us.
2025 Form 10-K, filed 2026-02-06; supplier risk: short-notice cancellation rights and actual data terminations · Filed 06/02/2026
For example, a number of our clients have obtained regulatory clearance to create indexes for use as the basis of ETFs that they manage and others have invested in direct indexing strategies, allowing investors to purchase individual stocks making up an index rather than investing in a fund or ETF.
2023 Form 10-K, filed 2024-02-09; risk factors: clients obtaining self-indexing clearance and investing in direct indexing · Filed 09/02/2024
Organic recurring subscription Run Rate growth was 8.7%.
Third-quarter 2026 earnings release, filed 2026-10-20; organic recurring subscription Run Rate growth · Filed 20/10/2026
The following table presents our recurring subscription sales, cancellations and non-recurring sales for the periods indicated:
Three Months Ended
Nine Months Ended
(in millions)
September 30,
2026
September 30,
2025
September 30,
2026
September 30,
2025
Index
New recurring subscription sales
$
34.7
$
29.4
$
101.9
$
81.1
Subscription cancellations
(7.3)
(9.9)
(21.6)
(27.4)
Net new recurring subscription sales
$
27.4
$
19.5
$
80.3
$
53.7
Non-recurring sales
$
14.3
$
12.6
$
45.9
$
42.5
Total gross sales
$
49.0
$
42.0
$
147.8
$
123.6
Total Index net sales
$
41.7
$
32.1
$
126.2
$
96.2
September 2026 Form 10-Q, filed 2026-10-20; Index subscription sales and cancellations for three and nine months, in millions · Filed 20/10/2026
Organic recurring subscription Run Rate growth for Sustainability and Climate was 2.4%.
Third-quarter 2026 earnings release, filed 2026-10-20; Sustainability and Climate organic recurring subscription Run Rate growth · Filed 20/10/2026
30,
Sep. 30,
Sep. 30,
Sep. 30,
in millions
2026
2025
% Change
2026
2025
% Change
Operating revenues:
Recurring subscriptions
$
73.8
$
69.6
6.0
%
$
219.7
$
206.7
6.3
%
Non-recurring
0.9
0.4
125.0
%
2.3
1.8
27.8
%
Total operating revenues
74.7
70.0
6.7
%
222.0
208.5
6.5
%
Adjusted EBITDA expenses
56.2
50.6
11.1
%
172.7
155.0
11.4
%
Adjusted EBITDA
$
18.5
$
19.4
(4.6)
%
$
49.3
$
53.5
(7.9)
%
Adjusted EBITDA margin %
24.8
%
27.6
%
22.2
%
25.7
%
All Other – Private Assets operating revenues, which reflect the Real Assets and Private Capital
Third-quarter 2026 earnings release, filed 2026-10-20; All Other–Private Assets quarterly and nine-month operating results, in millions · Filed 20/10/2026
30,
Sep. 30,
Sep. 30,
Sep. 30,
in millions, except per share data (unaudited)
2026
2025
% Change
2026
2025
% Change
Operating revenues
$
892.0
$
793.4
12.4
%
$
2,609.8
$
2,311.9
12.9
%
Operating income
$
502.1
$
447.6
12.2
%
$
1,446.5
$
1,249.9
15.7
%
Operating margin %
56.3
%
56.4
%
55.4
%
54.1
%
Net income
$
351.0
$
325.3
7.9
%
$
1,099.0
$
917.6
19.8
%
Diluted EPS
$
4.86
$
4.25
14.4
%
$
15.09
$
11.87
27.1
%
Adjusted EPS
$
5.11
$
4.47
14.3
%
$
14.59
$
12.63
15.5
%
Adjusted EBITDA
$
554.8
$
494.4
12.2
%
$
1,598.0
$
1,394.4
14.6
%
Adjusted EBITDA margin %
62.2
%
62.3
%
61.2
%
60.3
%
“In the third quarter MSCI delivered strong financial and operating metrics, including our best-ever recurring net-new sales in Analytics and Private Capital Solutions, our best-ever Q3 recurring net-new sales in Index, and another record quarter for asset-based fees.
Third-quarter 2026 earnings release, filed 2026-10-20; consolidated quarterly and nine-month results and management commentary · Filed 20/10/2026
Adjusted EBITDA expenses were $337.2 million, up 12.8%, primarily reflecting higher non-compensation costs as a result of higher information technology costs, professional fees and market data costs.
Third-quarter 2026 earnings release, filed 2026-10-20; higher technology, professional-fee and market-data expenses · Filed 20/10/2026
New recurring subscription sales represent the annualized value of additional client commitments entered into during the period - such as new Client Contracts, expansions of existing Client Contracts or price increases - that contribute to Run Rate.
Third-quarter 2026 earnings release, filed 2026-10-20; new recurring sales combine contracts, expansions and price increases · Filed 20/10/2026
Cash Flows The following table presents the Company’s cash and cash equivalents, including restricted cash, as of the dates indicated: As of (in thousands) December 31, 2025 December 31, 2024 Cash and cash equivalents (includes restricted cash of $3,667 and $3,497 at December 31, 2025 and December 31, 2024, respectively) $ 515,332 $ 409,351 The following table presents the breakdown of the Company’s cash flows for the periods indicated: Years Ended (in thousands) December 31, 2025 December 31, 2024 Net cash provided by operating activities $ 1,588,446 $ 1,501,627 Net cash (used in) investing activities (130,064) (144,255) Net cash (used in) financing activities (1,361,990) (1,402,308) Effect of exchange rate changes 9,589 (7,406) Net increase (decrease) in cash, cash equivalents and restricted cash $ 105,981 $ (52,342) Cash and Cash Equivalents We typically seek to maintain minimum cash balances globally of approximately $225.0 million to $275.0 million for general operating purposes.
2025 Form 10-K, filed 2026-02-06; 2025 and 2024 cash flows and cash balances, in thousands · Filed 06/02/2026
Common Stock Dividends The following table provides information with respect to repurchases of the Company’s common stock made on the open market: Year Ended (in thousands, except per share data) Average Price Paid Per Share Total Number of Shares Repurchased Dollar Value of Shares Repurchased(1) December 31, 2025 $ 559.54 4,322 $ 2,418,512 December 31, 2024 $ 537.72 1,507 $ 810,176 December 31, 2023 $ 468.26 980 $ 458,721 _____________________________ (1)The values in this column exclude the 1% excise tax incurred on share repurchases pursuant to the Inflation Reduction Act.
2025 Form 10-K, filed 2026-02-06; 2023–2025 open-market repurchases, in thousands except per-share data · Filed 06/02/2026
The following table presents dividends declared per common share as well as total amounts declared, distributed and deferred for the periods indicated Dividends (in thousands, except per share data) Per Share Declared Distributed (Released)/ Deferred 2025 Three Months Ended March 31, $ 1.80 $ 141,392 $ 143,820 $ (2,428) Three Months Ended June 30, 1.80 140,004 139,753 251 Three Months Ended September 30, 1.80 138,148 137,865 283 Three Months Ended December 31, 1.80 135,461 135,171 290 Year Ended December 31, $ 7.20 $ 555,005 $ 556,609 $ (1,604) 2024 Three Months Ended March 31, $ 1.60 $ 129,444 $ 131,378 $ (1,934) Three Months Ended June 30, 1.60 127,304 126,958 346 Three Months Ended September 30, 1.60 126,185 125,763 422 Three Months Ended December 31, 1.60 125,576 125,163 413 Year Ended December 31, $ 6.40 $ 508,509 $ 509,262 $ (753) 2023 Three Months Ended March 31, $ 1.38 $ 111,986 $ 112,189 $ (203) Three Months Ended June 30, 1.38 110,383 110,147 236 Three Months Ended September 30, 1.38 109,847 109,408 439 Three Months Ended December 31, 1.38 109,887 109,399 488 Year Ended December 31, $ 5.52 $ 442,103 $ 441,143 $ 960 84 Table of Contents Common Stock The following table presents activity related to shares of common stock issued and repurchased for the periods indicated: Common Stock Issued Treasury Stock Common Stock Outstanding Balance At December 31, 2022 133,623,005 (53,663,016) 79,959,989 Dividend payable/paid 46 — 46 Common stock issued 188,798 — 188,798 Shares withheld for tax withholding — (81,789) (81,789) Shares repurchased under stock repurchase programs — (979,623) (979,623) Shares issued to Directors 5,483 (1,692) 3,791 Balance At December 31, 2023 133,817,332 (54,726,120) 79,091,212 Dividend payable/paid 104 — 104 Common stock issued 257,385 — 257,385 Shares withheld for tax withholding — (121,871) (121,871) Shares repurchased under stock repurchase programs — (1,506,682) (1,506,682) Shares issued to Directors 5,034 19,406 24,440 Balance At December 31, 2024 134,079,855 (56,335,267) 77,744,588 Dividend payable/paid 87 — 87 Common stock issued 237,775 — 237,775 Shares withheld for tax withholding — (99,973) (99,973) Shares repurchased under stock repurchase programs — (4,322,322) (4,322,322) Shares issued to Directors 2,116 912 3,028 Balance At December 31, 2025 134,319,833 (60,756,650) 73,563,183 Share-based Compensation The Company regularly issues share-based compensation to its employees and directors who are not employees of the Company.
2025 Form 10-K, filed 2026-02-06; dividend declarations and distributions, share issuance and outstanding-share activity · Filed 06/02/2026
18
Table of Contents
The following table provides information with respect to repurchases of the Company’s common stock made on the open market:
Nine months ended
(in millions, except per share data)
Average Price
Paid Per Share
Total Number of
Shares Repurchased
Dollar Value of
Shares Repurchased1
September 30, 2026
$
560
2.0
$
1,096.5
September 30, 2025
$
559
2.7
$
1,512.3
__________________________
1 The values in this column exclude the 1% excise tax incurred on share repurchases pursuant to the Inflation Reduction Act.
September 2026 Form 10-Q, filed 2026-10-20; nine-month open-market repurchases, in millions except per-share data · Filed 20/10/2026
In addition, under the Credit Agreement, we had as of September 30, 2026 an aggregate of $810.0 million in outstanding borrowings under the Revolving Credit Facility.
September 2026 Form 10-Q, filed 2026-10-20; revolving-credit borrowings at September 30, 2026 · Filed 20/10/2026
As of September 30, 2026, our Consolidated Leverage Ratio was 2.90:1.00.
September 2026 Form 10-Q, filed 2026-10-20; consolidated leverage ratio at September 30, 2026 · Filed 20/10/2026
Compensation Element Type of Pay Purpose 2025 Program Annual Base Salary Starts on page 72 Fixed – Cash Provides certainty and predictability to guarantee a market-competitive compensation in exchange for investing in a career with MSCI •The only fixed component of our executive compensation program •For 2025, represented 6% of our CEO’s total annual compensation and an average of 12% of our other NEOs’ total compensation Annual Incentive (Cash Bonus) Starts on page 72 Variable, Short-Term, Performance-Based – Cash Provides a competitive annual cash bonus opportunity Intended to drive one-year performance results against financial targets and other Company, individual and leadership-focused goals •Metrics vary by NEO, but include: •Financial Metrics (80% weighting); for NEOs consisting of: •Revenue •Adjusted EPS •Total Net Sales (formerly referred to as Net New Sales) •Key Performance Indicator/ Culture and Leadership Goals (20% weighting) Long-Term Incentives Starts on page 77 Variable, Long-Term, Time and Performance-Based – Equity •PSUs •PSOs •RSUs Fosters an “owner-operator” mindset; closely aligns management’s interests with the long-term interests of our shareholders Promotes the retention of key members of our management team •PSUs which vest based on achievement of an absolute TSR performance metric over a cumulative 3-year performance period, with a 1-year post-vesting mandatory holding period •PSOs with a 3-year period which vest based on the level of achievement of a cumulative adjusted EPS performance metric and a cumulative revenue performance metric •RSUs which cliff vest after a 3-year vesting period •Each of Messrs.
2026 proxy, filed 2026-03-11; actual 2025 compensation program, metrics, vesting and holding requirements · Filed 11/03/2026
Do not allow any directors or employees, including all NEOs, to hedge or pledge our common stock, engage in short sales, purchases or sales of options, puts or calls, as well as derivatives such as swaps, forwards or futures or trade on a short-term basis in our common stock
2026 proxy, filed 2026-03-11; prohibitions on hedging, pledging and speculative trading · Filed 11/03/2026
(2)Following the performance adjustment, no payout was made on the 2023 3-year PSUs.
2026 proxy, filed 2026-03-11; no payout on 2023 three-year performance stock units · Filed 11/03/2026
As of the date of this Proxy Statement, all of the members of our Management Committee and our directors are in compliance with the applicable stock ownership guidelines.
2026 proxy, filed 2026-03-11; actual Management Committee and director compliance with stock-ownership guidelines · Filed 11/03/2026
Threshold Target Maximum Actual Metrics Target $mm(1) % Of Target Payout (% Of Opportunity) % Of Target Payout (% Of Opportunity) % Of Target Payout (% Of Opportunity) % Of Target Payout (% Of Opportunity) MSCI Revenue 3,121.5 95 % 50 % 100 % 100 % 105 % 150 % 100.4 % 104.2 % MSCI Adjusted EPS 16.88 90 % 50 % 100 % 100 % 110 % 150 % 102.4 % 111.8 % MSCI Total Net Sales(2) 290.5 50 % 50 % 100 % 100 % 110 % 150 % 82.5 % 82.5 % (1)Except adjusted EPS, which is not stated in millions.
2026 proxy, filed 2026-03-11; actual 2025 annual-incentive financial performance versus targets · Filed 11/03/2026
38 Corporate Governance Engagement and Evaluation of Our Board Attendance at Board Meetings and Annual Meeting of Shareholders Each director attended at least 8 8 4 75 percent Board meetings Executive Sessions, which followed the Board meetings occasions where the Board took action by unanimous written consent of the total Board meetings and committee meetings on which the director served that were held while the director was a member Our Board met eight times, held independent director executive sessions following all eight meetings and took action by written consent on four occasions during 2025.
2026 proxy, filed 2026-03-11; 2025 board attendance, meetings and independent executive sessions · Filed 11/03/2026
Under the Company’s revised Management Committee Compensation Recoupment Policy, the Compensation Committee may, to the extent permitted by applicable law, recoup any incentive compensation (cash and equity) received by members of the Company’s Management Committee and the Company’s Principal Accounting Officer in the event of a restatement of financial or other performance-based measures (regardless of whether detrimental conduct has occurred) or in the event that detrimental conduct results in an increased level of performance goal achievement or otherwise causes material financial and/or reputational harm to the Company, as described below.
2026 proxy, filed 2026-03-11; Management Committee compensation-recoupment policy · Filed 11/03/2026
Fernandez, 67 CHAIRMAN, CEO AND PRESIDENT Director Since: 2007 Core Competencies: Core Competencies: •Executive Leadership •Global Perspective •Corporate Development •Financial Reporting and Capital Allocation •Corporate/Enterprise Risk Management •Client Relations, Marketing and Brand Development •Human Capital Management •Executive Leadership •Investment Industry Expertise •Global Perspective •Regulatory, Government and Public Policy Engagement •Corporate Development •Financial Reporting and Capital Allocation •Corporate/Enterprise Risk Management •Client Relations, Marketing and Brand Development •Sustainability and Climate Practices •Human Capital Management Mr.
2026 proxy, filed 2026-03-11; combined chairman, CEO and president roles · Filed 11/03/2026
Wiechmann, the Company’s Chief Financial Officer, to serve as the Company’s principal accounting officer on an interim basis, effective August 10, 2026, until a successor is designated.
Form 8-K, filed 2026-08-07; interim principal accounting officer appointment effective August 10, 2026 · Filed 07/08/2026
Mr. Wiechmann will continue to serve as the Company’s Chief Financial Officer and principal financial officer.
Form 8-K, filed 2026-08-07; continuation of CFO and principal financial officer responsibilities · Filed 07/08/2026
(b)
Proposal 2 – Approval, by advisory vote, of the Company’s executive compensation.
Annual-meeting Form 8-K, filed 2026-04-23; identification of advisory executive-compensation proposal · Filed 23/04/2026
For
Against
Abstain
Broker Non-Vote
59,076,413
4,061,619
106,659
3,158,970
The foregoing Proposal 2 was approved.
Annual-meeting Form 8-K, filed 2026-04-23; actual approval and voting results for executive compensation · Filed 23/04/2026
Second, our integrated OneMSCI ecosystem generates powerful network effects by enabling our product lines to enhance one another.
2026 proxy, filed 2026-03-11; management assertion of OneMSCI network effects · Filed 11/03/2026
