MSCI Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by MSCI Inc. on May 28, 2022. The report discloses the appointment of a new independent director to the Board of Directors, effective June 1, 2022.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on corporate governance changes and director compensation.
Material Changes
The Board of Directors appointed Robin Matlock as an independent director. Following this appointment, the Board will consist of eleven directors. Ms. Matlock will serve on the Governance and Corporate Responsibility Committee.
Compensation and Governance Details
- Annual Retainer: $80,000 (payable in cash or stock at election).
- Committee Retainer: $10,000 for service on the Governance and Corporate Responsibility Committee.
- Equity Award: Restricted Stock Units (RSUs) with an aggregate fair market value of $185,000, vesting on May 1, 2023.
- Proration: Annual retainers and the initial RSU award are prorated from the effective date of June 1, 2022.
Management Commentary and Background
Ms. Matlock, age 56, previously served as Senior Vice President and Chief Marketing Officer of VMware, Inc. (2013–2020). She has held executive positions at Imperva, McAfee, and Symantec. She currently serves as a director for Iron Mountain Incorporated, Cohesity, Inc., People.ai, and Dremio Corporation. The Board determined she is independent under NYSE and SEC standards. There are no family relationships or related person transactions between Ms. Matlock and the Company.
Investor Verification Checklist
- Verify the effective date of the appointment (June 1, 2022) and the term duration (until the next annual meeting or successor election).
- Confirm the total annual compensation package ($275,000 base value) and the vesting schedule for the RSUs.
- Review the attached press release (Exhibit 99.1) for additional context on the appointment.
- Note that this filing does not contain financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.