01—Abstract
Summary
Summary of the 8-K filed August 1, 2024. Cited figures are marked; the original filing is the authoritative source.
MSCI Inc. (NYSE: MSCI) disclosed in this Form 8-K that its Board of Directors appointed Michelle Seitz as an independent director, effective August 5, 2024, on July 31, 2024.
Ms. Seitz will serve on the Audit and Risk Committee, and the Board will have 12 directors following her appointment. The Board determined she is independent under the Company's Corporate Governance Policies and under NYSE and SEC independence standards. Under the non-employee director compensation program described in the company's March 13, 2024 proxy statement, Ms. Seitz is entitled to an annual cash or stock retainer of $90,000,a an annual RSU award with an aggregate fair market value of $210,000 under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan, and a $10,000 annual retainer for Audit and Risk Committee service.
The retainers and initial RSU award will be prorated from her start date, and the initial RSU award is scheduled to vest on May 1, 2025. Ms. Seitz is the Founder and CEO of MeydenVest Partners, a role held since September 2022, and previously served as CEO and Chairman at Russell Investments.
The filing also states that she has never been employed by the company or its subsidiaries and that there are no family relationships or arrangements tied to her selection. The appointment is a governance update and does not include financial results or guidance.
02—Key points
Key Highlights
- Michelle Seitz appointed as an independent director effective August 5, 2024, announced by the Board on July 31, 2024
- Ms. Seitz joins the Audit and Risk Committee; the Board will comprise 12 directors after her appointment
- Non-employee director compensation includes a $90,000 annual retainer (cash or stock), a $210,000 aggregate fair market value RSU award, and a $10,000 Audit and Risk Committee retainer
- Initial RSU award is scheduled to vest on May 1, 2025, with retainers and award prorated from her service start date
- Ms. Seitz is Founder and CEO of MeydenVest Partners (since September 2022) and previously served as CEO of Russell Investments (September 2017 to October 2022)
- Filing states Ms. Seitz has never been employed by MSCI or its subsidiaries and has no family relationships with officers or directors
- Item 7.01 press release (Exhibit 99.1) dated August 1, 2024 announces the appointment; the furnished information is not deemed filed under Section 18 of the Exchange Act
03—Questions
Frequently Asked Questions
Who was appointed to MSCI's Board of Directors?
Michelle Seitz was appointed as an independent director, effective August 5, 2024. She will serve on the Audit and Risk Committee until the next annual shareholder meeting or earlier if she dies, resigns or is removed.
How will Ms. Seitz be compensated for board service?
Under the non-employee director program in the March 13, 2024 proxy statement, she receives a $90,000 annual retainer payable in cash or stock at her election, an annual RSU award with an aggregate fair market value of $210,000, and a $10,000 annual retainer for Audit and Risk Committee service. Amounts are prorated from her start date.
When does Ms. Seitz's initial equity award vest?
The initial RSU award is scheduled to vest on May 1, 2025.
What is Ms. Seitz's professional background?
She is Founder and CEO of MeydenVest Partners, a role held since September 2022. She previously served as CEO of Russell Investments from September 2017 to October 2022 and as its Chairman from January 2018 to September 2022. She also held senior positions at William Blair from 1996 to 2017, and has been a director of Sana Biotechnology since November 2020.
Does the board consider Ms. Seitz independent?
Yes. The Board determined she is independent under the company's Corporate Governance Policies and under NYSE and SEC independence standards for directors.
04—Continue