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Andrew Wiechmann

Chief Financial Officer at MSCIMSCI
Executive

About Andrew Wiechmann

Andrew C. Wiechmann is MSCI’s Chief Financial Officer, appointed on September 25, 2020; he joined MSCI in 2012 and previously served as Chief Strategy Officer, Interim CFO, Head of Strategy & Corporate Development, Head of Investor Relations, and Head of FP&A . He holds dual B.A. degrees in Physics and Economics from Hamilton College; he was age 40 at appointment in 2020, implying mid‑career tenure with 5+ years as CFO by 2025 . Under his finance leadership, MSCI’s 2024 outcomes included +12.9% operating revenue growth, +10.4% operating income growth, +12.4% adjusted EPS growth, and +21.1% free cash flow, while diluted EPS declined 2.4% . MSCI’s 10‑year cumulative TSR vastly outperformed benchmarks (MSCI 1410.39 vs S&P 500 342.54 and MSCI USA Financials 301.33, base=100) .

Past Roles

OrganizationRoleYearsStrategic Impact
MSCIChief Financial Officer2020–presentLeads capital allocation, financing, investor relations; drives pay‑for‑performance alignment and risk governance .
MSCIChief Strategy Officer2019–2020Drove transformational strategy, M&A, partnerships, and growth initiatives .
MSCIInterim CFO & Treasurer2019Ensured continuity of capital allocation and financial processes during transition .
MSCIHead of Strategy & Corporate Development2012–2019Oversaw capital structure, repurchases, financing, dividends, leverage policies .
MSCIHead of Investor Relations2017–2019Strengthened market communication and shareholder engagement .
MSCIHead of Financial Planning & Analysis2015–2017Built performance management and budgeting discipline .

External Roles

OrganizationRoleYearsStrategic Impact
Morgan StanleyInvestment Banker (FinTech & Specialty Finance)pre‑2012Executed M&A and capital markets transactions; advised MSCI on IPO and acquisitions .

Fixed Compensation

Component202220232024Notes
Base Salary ($)550,000 550,000 550,000 Increased to $600,000 effective 2025 (9.09%) .
AIP Target ($)600,000 (per 2020 offer; later increased) 750,000 750,000 2025 targets unchanged vs 2024 .
Actual AIP Paid ($)667,720 776,700 727,350 2024 payout equaled 96.98% of target .

Performance Compensation

Annual Incentive Plan (AIP) – 2024 Structure and Results

MetricWeightingTargetActual (% of Target)Payout (% of Opportunity)CFO Component ($)
Revenue20%$2,834.6mm100.8%107.6%Included in financial subtotal .
Adjusted EPS30%$14.39105.6%128.1%Included in financial subtotal .
Total Net Sales40%$328.6mm71.3%52.2%Included in financial subtotal .
Free Cash Flow10%$1,257.3mm110.3%134.3%Included in financial subtotal .
Financial Subtotal70%94.3% combined achievement$494,850 .
KPIs20%Target100.0%100.0%$150,000 .
Sustainability Goals10%Target110.0%110.0%$82,500 .
Total AIP$750,00096.98% of target$727,350 .

The Compensation Committee made equitable adjustments to targets to exclude acquisition effects (Foxberry), lowering financial component achievement from 94.8% to 94.3% for relevant participants .

Long‑Term Incentive Plan (LTIP) – 2024 Grants

Award TypeGrant DateTarget QuantityPerformance/Service ConditionVestingExercise/StrikeGrant Date Fair Value ($)
RSU2/1/20241,329Service‑vestingCliff vest 2/1/2027795,566 .
PSU2/1/20241,5823‑yr absolute TSR CAGR (0–200% of target)2/1/2024–1/31/2027 + 1‑yr hold795,113 .
PSO2/1/20244,768 (target)3‑yr cumulative Revenue & Adjusted EPS (equal weight; 0–200%)Cliff vest/exercisable on 3rd anniversary$598.621,060,070 .

Outstanding/Unearned Equity (as of 12/31/2024)

AwardQuantityKey Terms
RSUs unvested3,176Scheduled vesting: 710 on 2/3/2025; 1,137 on 2/2/2026; 1,329 on 2/3/2027 (market value based on $600.01 close) .
PSUs unvested5,422Award years and statuses: 2020 5‑yr max 2,768 (paid 2,269 after adjustment on 2/6/2025); 2021 5‑yr threshold 609; 2022 3‑yr threshold 196 (paid 0%); 2023 threshold 267; 2024 target 1,582 .
PSOs unearned/unexercised19,6912022: 2,691 options became exercisable 2/3/2025 at $549.83; 2023: 7,464 at $554.52 (max assumption); 2024: 9,536 at $598.62 (max assumption) .

2022 LTIP Payouts (Performance Period Completed)

MetricThresholdTargetMaximumActualPayout
PSUs – 3‑yr TSR CAGR8.00% (25%)10.00% (100%)30.00% (300%)4.20%0% (no payout) .
PSOs – Revenue$7,860.1mm (25%)$8,103.2mm (50%)$8,346.3mm (100%)$7,633.6mm0% component .
PSOs – Adjusted EPS$35.31 (25%)$37.56 (50%)$39.81 (100%)$40.17100% component; overall PSO payout 100% of target .
CFO PSO Payout2,691 options vested/exercisable 2/3/2025 .

Equity Ownership & Alignment

As of Feb 28, 2025Shares OwnedRight to Acquire (within 60 days)Total Beneficial Ownership% of Class
Andrew C. Wiechmann18,0992,69120,790<1% .
  • Stock ownership guidelines require 8x base salary for Management Committee members (CFO included); counted toward compliance are beneficially owned shares and unvested RSUs, but exclude unexercised options and unearned performance awards. All Executive Committee members are in compliance; executives must retain 50% of net shares until guidelines met and maintain at least 25% of net shares from all awards granted after Jan 1, 2022 while serving on the Executive Committee .
  • Anti‑hedging and anti‑pledging policy: all directors and employees, including NEOs, are prohibited from hedging or pledging MSCI stock (plus short sales and derivatives), reducing alignment risks from collateralization or speculative trades .
  • 2024 vesting and 2025 events suggest potential near‑term liquidity events and selling pressure: 710 RSUs vested 2/3/2025; 2,269 PSUs (2019/2020 cycle) vested 2/6/2025; and 2,691 PSOs became exercisable on 2/3/2025; subject to retention rules noted above .

Employment Terms

ProvisionTermsCFO Dollar Illustration
Employment statusAt‑will; no fixed‑term employment agreements for NEOs .
Involuntary termination (without cause) per offer letterLump sum = then‑current base salary + target annual bonus; plus prorated AIP bonus based on actual performance through termination date .As of 12/31/2024, assuming 100% target, $2,050,000 (base $550,000 + target $750,000 + prorated cash bonus illustrative) .
Change‑in‑Control Severance PlanDouble‑trigger; if terminated without cause or resigns for good reason in connection with a CIC, cash severance equals 2× base salary + 2× 3‑yr average annual cash bonus; equity acceleration per plan .Cash severance: $2,547,847; equity at target upon CIC termination: $5,841,123; death/disability equity at target: $5,841,123; involuntary termination equity at target: $3,880,804 .
Equity acceleration scenariosRSUs/PSUs accelerate/payout per event; PSOs value equals (share price – strike) × in‑the‑money unvested options .See amounts above computed at $600.01 close on 12/31/2024 .
Perquisites and tax gross‑upsNo excessive perquisites, no excise tax gross‑ups; no SERP .401(k) match included in “All Other Compensation” (e.g., $26,910 in 2024) .
Clawbacks (recoupment)Financial Statement Compensation Recoupment (Rule 10D‑1 compliance) and Executive Committee Compensation Recoupment policies permit recovery of cash/equity incentives for restatements or detrimental conduct; service‑vesting awards can be clawed back for detrimental conduct; plan‑level clawbacks in 2025 Omnibus Plan .Applies to incentives received in applicable look‑back windows; includes awards granted on/after Feb 7, 2019 for EC policy and three‑year window for financial restatements .

Multi‑Year Compensation Summary (CFO)

Metric ($)202220232024
Salary550,000 550,000 550,000
Stock Awards (FASB ASC 718)845,907 1,366,050 1,590,679
Option Awards (FASB ASC 718)455,129 735,092 1,060,070
Non‑Equity Incentive (AIP)667,720 776,700 727,350
All Other Compensation59,999 55,616 83,756
Total2,578,755 3,483,458 4,011,855

Option Awards Detail (Outstanding as of 12/31/2024)

Grant YearQuantity (status)Exercise PriceExpirationNotes
2022 PSOs2,691 (vested/exercisable 2/3/2025 at 100% payout)$549.832/3/2032Earned at 100% based on combined metrics; vested 2/3/2025 .
2023 PSOs7,464 (maximum assumption; unearned/unexercised)$554.522/2/2033Eligible 0–200%; performance period through 12/31/2025 .
2024 PSOs9,536 (maximum assumption; unearned/unexercised)$598.622/1/2034Eligible 0–200%; performance period through 12/31/2026 .

Governance and Say‑on‑Pay Signals

  • High investor support: Say‑on‑Pay received ~97.3% approval at the 2024 annual meeting, the seventh consecutive year ≥96% .
  • Program changes in response to feedback: PSU maximum reduced from 300% to 200% in 2024; ownership guidelines tightened to exclude unexercised options and unearned performance awards, reinforcing alignment .

Performance & Track Record

  • 2024 achievements noted for CFO include strengthening capital allocation discipline (repurchases and dividend increase), securing MSCI’s third investment‑grade rating, streamlining processes and AI‑enabled automations, scaling integrations, and optimizing global tax structure, enhancing efficiency and controls .
  • Pay‑for‑performance evidenced by zero payout on 2022 three‑year PSUs due to TSR CAGR below threshold, while PSOs paid out at 100% on strong adjusted EPS despite revenue shortfall versus target .

Compensation Structure Analysis

  • Cash vs equity mix: Other NEOs averaged ~13% fixed pay in 2024; balance heavily tilted to variable (AIP + LTIP), indicating strong performance‑sensitivity for CFO compensation as well .
  • Shift toward performance equity: Since 2022, mix includes PSUs (absolute TSR) and PSOs (cumulative revenue and adjusted EPS), adding operational rigor and market‑value linkage; 2024 PSU cap reduced to 200% to temper upside risk .
  • Clawbacks and anti‑pledging reduce misalignment risks; retention requirements (50% net shares until guideline met; 25% ongoing holding) mitigate insider selling pressure .

Risk Indicators & Red Flags

  • Hedging/pledging: Prohibited, lowering collateralization risk .
  • Repricing: 2025 Plan explicitly prohibits option repricing without shareholder approval .
  • Underwater PSU payout discipline: 2022 PSU paid 0% on weak TSR CAGR, evidencing robust metric integrity .
  • Related‑party and perqs: No excessive perquisites; no excise tax gross‑ups; no SERP; no disclosed related party transactions involving CFO .

Equity Ownership & Alignment Policy Summary

  • Ownership multiple: 8× base salary for CFO; compliance affirmed for all Executive Committee members .
  • Counting rules: Beneficially owned shares and unvested RSUs count; options and unearned awards excluded; mandatory retention of net shares reinforces sustained alignment .

Employment Terms Summary

TriggerCashEquity
Involuntary (no cause)Base + Target Bonus; prorated AIP based on actuals .Acceleration/payout per award agreements at target levels shown (illustrative) .
CIC + termination (double‑trigger)2× base + 2× average annual bonus .Target‑level acceleration; CFO illustrative $5.84mm .
Death/DisabilityTarget‑level acceleration; CFO illustrative $5.84mm .

Investment Implications

  • Alignment and retention: Strong share ownership rules, clawbacks, and anti‑pledging minimize misalignment and hedging risk; recent vesting events (Feb 2025 RSU/PSU/PSO) create supply that is partly constrained by retention requirements, moderating near‑term selling pressure .
  • Performance rigor: Zero PSU payout on TSR underperformance and conditional PSO vesting tied to revenue/EPS indicate credible pay‑for‑performance; watch cumulative revenue execution to sustain PSO outcomes in 2023–2024 cycles .
  • Capital allocation discipline: CFO’s track record (dividend increase, repurchases, investment‑grade rating) underpins FCF momentum (+21.1% in 2024) supporting shareholder returns; continued delivery on adjusted EPS and cash metrics likely drives AIP payouts near target while equity remains leveraged to TSR and operational execution .
  • Governance support: High Say‑on‑Pay approvals and program refinements reduce compensation‑related activist risk; investors should monitor metric calibrations and any future changes to LTIP structure for inflation of targets or payout curves .