Summary of Non-Employee Director Compensation

EX-10..88 2 msci-ex1088_26.htm EX-10..88 msci-ex1088_26.htm

Exhibit 10.88

Non-Employee Director Compensation⁽¹⁾


	Current	Effective May 1, 2018
Committee Chair
Audit Committee	$25,000	$30,000
Compensation and Talent Management Committee	$20,000	$25,000
Strategy and Finance Committee	$20,000	$25,000
Nominating and Corporate Governance Committee	$15,000	$20,000
Committee Member
Audit Committee	$10,000	$10,000
Compensation and Talent Management Committee	$10,000	$10,000
Strategy and Finance Committee	$10,000	$10,000
Nominating and Corporate Governance Committee	$10,000	$10,000
Annual Compensation
Annual Cash Retainer	$75,000	$75,000
Annual Restricted Stock Units (non-Lead Director)⁽²⁾	$140,000	$160,000
Annual Restricted Stock Units (Lead Director)⁽²⁾	$165,000	$210,000

Each Board term commences on May 1^st of the then-current year and concludes on April 30^th of the following year. Accordingly, retainer fees are paid and restricted stock units are granted on May 1^st of each year. Restricted stock units vest on the first anniversary of the grant date. Awards are prorated and vesting schedules adjusted for new directors joining in advance of the Annual Shareholders’ Meeting.

The aggregate fair market value of the restricted stock units is based on the closing price of MSCI Inc.’s common stock as reported by The New York Stock Exchange on the date prior to the date of grant.

Members of the Board of Directors are subject to the Non-Employee Director Stock Ownership Guidelines, which are described in the MSCI Inc. Corporate Governance Policies available on the Investor Relations section of MSCI website’s (http://ir.msci.com). Information contained on the website is not incorporated by reference into this exhibit filed with the Annual Report on Form 10-K or any other report filed with the SEC. Additional information regarding MSCI Inc.’s non-employee director compensation program is available in its proxy statement for its annual meeting of shareholders.