01—Abstract
Summary
Summary of the 8-K filed December 17, 2024. Cited figures are marked; the original filing is the authoritative source.
MSCI Inc. (NYSE: MSCI) reported in a Form 8-K dated December 17, 2024 that its Board of Directors appointed June Yang as an independent director, effective December 17, 2024.
Following her appointment, the Board will comprise thirteen directors. The Board determined Ms. Yang is independent under the Company's Corporate Governance Policies and under NYSE and SEC independence standards. She will serve until the next annual shareholder meeting or until her successor is elected, or earlier upon death, resignation or removal.
Under the non-employee director compensation program described in the company's proxy statement filed March 13, 2024, Ms. Yang is entitled to an annual cash or stock retainer of $90,000a and an annual restricted stock unit award with an aggregate fair market value of $210,000 under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan. Both the retainer and initial RSU award will be prorated from the start of her service, and the initial RSU award is scheduled to vest on May 1, 2025. The filing states she has never been employed by the company or its subsidiaries, and that there are no family relationships or selection arrangements with other persons.
Ms. Yang previously served as Vice President, Cloud AI and Industry Solutions at Google Cloud Inc. from October 2021 to December 2023, and currently serves as a director of NetApp, Inc. (since September 2024) and UiPath, Inc. (since February 2024). The company also furnished a press release (Exhibit 99.1) under Item 7.01 announcing the appointment, which is furnished rather than filed for purposes of Section 18 of the Exchange Act.
02—Key points
Key Highlights
- June Yang was appointed as an independent director effective December 17, 2024, increasing the Board to thirteen directors.
- Ms. Yang's annual non-employee director compensation includes a $90,000 retainer (payable in cash or stock at her election) and RSUs with an aggregate fair market value of $210,000.
- The initial RSU award is scheduled to vest on May 1, 2025, and both retainer and award are prorated from the start of her Board service.
- Ms. Yang brings cloud computing and AI experience from roles at Google Cloud Inc. (VP, Cloud AI and Industry Solutions, Oct. 2021 to Dec. 2023) and VMware, Inc.
- She currently serves on the boards of NetApp, Inc. (since September 2024) and UiPath, Inc. (since February 2024).
- The Board determined Ms. Yang meets NYSE and SEC independence standards, and the filing states she has never been employed by MSCI or its subsidiaries.
- The announcement was made via a press release (Exhibit 99.1) quoting Chairman and CEO Henry A. Fernandez on the appointment's relevance to MSCI's innovation and client tools.
03—Questions
Frequently Asked Questions
Who was appointed to MSCI's Board and when?
June Yang was appointed by the Board on December 16, 2024, as an independent director effective December 17, 2024. Following her appointment, the Board will have thirteen directors.
How will Ms. Yang be compensated for her Board service?
Under the non-employee director compensation program described in the March 13, 2024 proxy statement, she is entitled to an annual retainer of $90,000, payable in cash or stock at her election, and an annual RSU award with an aggregate fair market value of $210,000 under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan. Both will be prorated from the start of her service, and the initial RSU award is scheduled to vest on May 1, 2025.
What is Ms. Yang's professional background?
She was Vice President, Cloud AI and Industry Solutions at Google Cloud Inc. from October 2021 to December 2023, and previously Vice President and General Manager, Google Compute, AI Infrastructure and Block Storage, from October 2019 to October 2021. Earlier she held engineering and product management roles at VMware, Inc. She holds degrees from Caltech, UC Berkeley and Stanford Graduate School of Business.
How long will Ms. Yang serve on the Board?
She will serve until the next annual meeting of shareholders, or until her successor is elected and qualified, or until her earlier death, resignation or removal.
Are there any related-party or selection arrangements tied to the appointment?
The filing states there are no family relationships between Ms. Yang and any officer or other director, and no arrangement or understanding with any other person under which she was selected as a director.
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