MSCI Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by MSCI Inc. on February 2, 2017. The report discloses the appointment of a new member to the Board of Directors.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on corporate governance and director compensation.
Material Changes
On February 1, 2017, the Board of Directors appointed Jacques P. Perold as a director, effective March 6, 2017. This appointment increases the total number of directors on the Board to twelve. Mr. Perold is deemed independent under NYSE and SEC standards.
Compensation and Governance Details
- Annual Retainer: $75,000 (payable in cash or stock at the director's election).
- Annual Equity Award: Restricted Stock Units (RSUs) with an aggregate fair market value of $140,000, based on the closing stock price prior to the grant date.
- Committee Retainer: An additional $10,000 per year for each standing committee assignment (Mr. Perold has not yet been assigned to a committee).
- Vesting Schedule: The initial RSU award is scheduled to vest on April 28, 2017.
- Proration: Compensation is prorated from the date of appointment.
Investor Verification Points
- Confirm the effective date of Mr. Perold's board service (March 6, 2017) versus the filing date.
- Verify the specific stock price used to calculate the $140,000 RSU value on the grant date.
- Monitor future announcements regarding Mr. Perold's assignment to specific board standing committees, which would trigger additional compensation.
- Review the Company's 2016 Annual Proxy Statement for the full terms of the Non-Employee Directors Compensation Plan.