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Msci 8-K Report, Executive Changes (Jun 17, 2024)

Reports
Leadership Changes
Filing Date
Filed June 17, 2024
Period End
June 17, 2024
Security
MSCI
In the record · 2016–202610-K1110-Q338-K133

MSCI filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 133 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Mar ’18Mar ’18
  2. Material agreement8-K · May ’20May ’20
  3. Material agreement8-K · Jun ’22Jun ’22
  4. Leadership change8-K · Aug ’26Aug ’26

Summary

Summary of the 8-K filed June 17, 2024. Cited figures are marked; the original filing is the authoritative source.

MSCI Inc. filed this Form 8-K on June 17, 2024 to report a leadership change in its finance organization.

The Board of Directors appointed C. Jack Read as Global Controller and Chief Accounting Officer, and designated him principal accounting officer, both effective August 8, 2024. Andrew C.

Wiechmann, the Company's Chief Financial Officer, will no longer be designated as principal accounting officer. Mr. Read, age 56, most recently served as Chief Accounting Officer and Controller at Citizens Financial Group, Inc. from 2018 to 2024, and previously held various roles at Mitsubishi UFJ Financial Group, Inc. from 2010 to 2018. The filing states that the Compensation, Talent and Culture Committee approved an offer letter with the following terms: a base salary of $500,000a per year, a 2024 target annual cash bonus of $500,000 (payable between 0% and 150% of target), and an LTIP award with an aggregate target grant date value of $600,000.

To replace forfeited incentives at Citizens, Mr. Read is entitled to an $800,000b sign-on cash bonus, paid in three installments, and a sign-on restricted stock unit award with a target grant date value of $500,000 that vests fully on the fifth anniversary of the grant date. The filing states there are no family relationships with directors or executive officers and no related person transactions.

Key Highlights

  1. C. Jack Read appointed Global Controller and Chief Accounting Officer, effective August 8, 2024, and designated principal accounting officer.
  2. CFO Andrew C. Wiechmann will no longer be designated as principal accounting officer.
  3. Mr. Read, age 56, previously served as Chief Accounting Officer and Controller at Citizens Financial Group, Inc. (2018 to 2024).
  4. Base salary set at $500,000 per annum, with a 2024 target annual cash bonus of $500,000 (0% to 150% payout range).
  5. Annual LTIP target grant date value of $600,000, with first eligibility expected in January 2025.
  6. Sign-on package includes an $800,000 cash bonus in three installments and RSUs with a $500,000 target grant date value vesting on the fifth anniversary.
  7. Filing states no family relationships or related person transactions involving Mr. Read.

Frequently Asked Questions

  1. Who is the new principal accounting officer at MSCI?

    C. Jack Read, who was appointed Global Controller and Chief Accounting Officer and designated principal accounting officer, effective August 8, 2024. The filing states Andrew C. Wiechmann, the CFO, will no longer hold that designation.

  2. What is Mr. Read's background?

    The filing states he served as Chief Accounting Officer and Controller at Citizens Financial Group, Inc. from 2018 to 2024, and held various roles at Mitsubishi UFJ Financial Group, Inc. from 2010 to 2018, including Managing Director, Head of Operational Risk and Managing Director, Head of Financial Operations. He earned a BBA in Accounting from the University of Massachusetts Amherst.

  3. What compensation did MSCI agree to provide Mr. Read?

    His offer letter provides a $500,000 base salary, a 2024 target annual cash bonus of $500,000 (paying 0% to 150% of target), and an LTIP award with a $600,000 aggregate target grant date value. He also receives an $800,000 sign-on cash bonus payable over three installments and sign-on RSUs with a $500,000 target grant date value.

  4. Are there conditions on the sign-on cash bonus?

    Yes. The first $350,000 is paid within 30 days of his start date, $300,000 within thirty days of the first anniversary of his start date, and $150,000 within thirty days of the second anniversary. Installments are subject to repayment if he voluntarily resigns or is terminated for cause before the first anniversary of the applicable payment date.

  5. Why were these sign-on awards provided?

    The filing states they compensate Mr. Read for incentive awards he forfeited at Citizens as a result of his resignation. The compensation was determined based on external compensation data, internal pay equity considerations, and his historical compensation with his previous employer.