01—Abstract
Summary
Summary of the 8-K filed March 11, 2024. Cited figures are marked; the original filing is the authoritative source.
MSCI Inc. filed this Form 8-K on March 11, 2024 to report that its Board of Directors appointed Chirantan "CJ" Desai as an independent director, effective March 11, 2024, bringing the Board to thirteen directors.
Mr. Desai will serve on the Strategy and Finance Committee. He is President and Chief Operating Officer of ServiceNow, Inc., a role he has held since January 2023. The Board determined he is independent under company governance policies and NYSE and SEC standards.
Under the non-employee director compensation program described in the company's March 15, 2023 proxy statement, Mr. Desai receives an annual cash or stock retainer of $80,000,a an annual RSU award with an aggregate fair market value of $185,000, and a $10,000 annual retainer for Strategy and Finance Committee service. The retainers and initial RSU award are prorated from the effective date, and the initial RSU award is scheduled to vest on May 1, 2024. The filing also discloses that during 2023 MSCI purchased software product licenses from ServiceNow on arm's length terms for approximately $0.8 million.
The filing's main investor-relevant message is the board addition, which the company tied to its push to accelerate technology-driven and AI-powered client services. The related-party purchase is small in amount and was disclosed as ordinary-course business. The press release attached as Exhibit 99.1 is furnished under Item 7.01 and is not deemed filed for Section 18 purposes.
02—Key points
Key Highlights
- Chirantan "CJ" Desai appointed as an independent director effective March 11, 2024, raising the Board to thirteen directors
- Mr. Desai joins the Strategy and Finance Committee of the Board
- Mr. Desai is President and Chief Operating Officer of ServiceNow, Inc., a role held since January 2023, with prior executive roles at EMC and Symantec
- Annual director compensation includes an $80,000 retainer, a $185,000 RSU award and a $10,000 committee retainer, prorated from the effective date
- Initial RSU award is scheduled to vest on May 1, 2024
- MSCI purchased software product licenses from ServiceNow totaling approximately $0.8 million during 2023 on arm's length terms
- Management stated the appointment supports MSCI's investment in technology-driven and AI-powered approaches to client service
03—Questions
Frequently Asked Questions
Who was appointed to MSCI's Board of Directors?
Chirantan "CJ" Desai, President and Chief Operating Officer of ServiceNow, Inc., was appointed as an independent director effective March 11, 2024. He will serve until the next annual shareholder meeting or until his successor is elected, or earlier upon death, resignation or removal.
What committee will Mr. Desai serve on?
He will serve as a member of the Strategy and Finance Committee of the Board.
How is Mr. Desai compensated for board service?
He is entitled to an annual retainer of $80,000 (payable in cash or stock at his election), an annual RSU award under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan with an aggregate fair market value of $185,000, and a $10,000 annual retainer (payable in cash or stock at his election) for Strategy and Finance Committee service. The retainers and initial award are prorated from the effective date.
Does MSCI do business with ServiceNow?
Yes. During 2023, in the ordinary course of business, MSCI purchased software product licenses from ServiceNow on arm's length terms, totaling approximately $0.8 million.
Is Mr. Desai considered independent?
Yes. The Board determined he is independent under MSCI's Corporate Governance Policies and within the meaning of NYSE and SEC standards of independence for directors. The filing also states he has never been employed by the company or any of its subsidiaries.
04—Continue