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MSCI logoMSCI MSCI

The company said the Compensation, Talent, and Culture Committee approved a one-time premium-priced stock option grant to Chairman and Chief Executive Officer Henry A. Fernandez on January 27, 2025. The grant date is on or around January 31, 2025, and the total grant-date value is $15.0 million.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said the Compensation, Talent, and Culture Committee approved a one-time premium-priced stock option grant to Chairman and Chief Executive Officer Henry A. Fernandez on January 27, 2025. The grant date is on or around January 31, 2025, and the total grant-date value is $15.0 million.

  2. MSCI said it split the options equally across three tranches with exercise prices of $1,000, $1,100 and $1,200. The company said the exercise prices represent premiums of approximately 69.3%, 86.2% and 103.1% over the closing stock price of $590.73 on January 30, 2025. The options vest on the 5th anniversary of the grant date and have a 10-year term.

  3. The company said options will be forfeited in full if Mr. Fernandez's employment ends during the vesting period, except that all options will fully vest upon death or disability. For an involuntary termination without cause, the company said a prorated portion will vest if it occurs before the 3rd anniversary of the grant date, based on months of service, and all options will fully vest if it occurs on or after the 3rd anniversary. The company also said the award has no retirement vesting provision.

  4. The company said the Committee approved an increase in Fernandez's annual long-term equity incentive compensation from $11.6 million to $14.6 million, effective January 27, 2025. The company said 70% of the value will be 3-year performance stock options and 30% will be 3-year performance stock units. It said there were no changes to his annual base salary or annual target cash incentive.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Chairman and CEO Receives One-Time Premium-Priced Stock Option Award

The company said the Compensation, Talent, and Culture Committee approved a one-time premium-priced stock option grant to Chairman and Chief Executive Officer Henry A. Fernandez on January 27, 2025. The grant date is on or around January 31, 2025, and the total grant-date value is $15.0 million.

Source · Based on the filing body and exhibits

Three Exercise Price Tranches and Vesting Terms

MSCI said it split the options equally across three tranches with exercise prices of $1,000, $1,100 and $1,200. The company said the exercise prices represent premiums of approximately 69.3%, 86.2% and 103.1% over the closing stock price of $590.73 on January 30, 2025. The options vest on the 5th anniversary of the grant date and have a 10-year term.

Source · Based on the filing body and exhibits

Termination Vesting Terms and No Retirement Vesting

The company said options will be forfeited in full if Mr. Fernandez's employment ends during the vesting period, except that all options will fully vest upon death or disability. For an involuntary termination without cause, the company said a prorated portion will vest if it occurs before the 3rd anniversary of the grant date, based on months of service, and all options will fully vest if it occurs on or after the 3rd anniversary. The company also said the award has no retirement vesting provision.

Source · Based on the filing body and exhibits

Annual Long-Term Equity Award Increased

The company said the Committee approved an increase in Fernandez's annual long-term equity incentive compensation from $11.6 million to $14.6 million, effective January 27, 2025. The company said 70% of the value will be 3-year performance stock options and 30% will be 3-year performance stock units. It said there were no changes to his annual base salary or annual target cash incentive.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.