Linda Riefler
MSCIAbout Linda H. Riefler
Independent director at MSCI since 2007; age 64. Former Chair of Global Research (2011–2013), Global Head of Research (2008–2011), and Chief Talent Officer (2006–2008) at Morgan Stanley, where she served on the firm’s Management and Operating Committees. BA in Economics (Princeton) and MBA (Stanford GSB). Recognized in 2023 for outstanding work by an independent director at Governance Intelligence’s Corporate Governance Awards . She is independent under NYSE rules; all committee assignments she holds are composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Chair of Global Research | Jun 2011–Feb 2013 | Senior leadership; oversight of global research platform |
| Morgan Stanley | Global Head of Research | 2008–2011 | Led research; valuation and capital markets expertise |
| Morgan Stanley | Chief Talent Officer | 2006–2008 | Human capital leadership; Management & Operating Committees |
| Morgan Stanley | Managing Director (Research) | Appointed 1998 | Senior management responsibilities |
| Morgan Stanley | Joined in Capital Markets division | 1987 | Early markets and risk experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CSX Corporation | Director | Mar 2017–Present | Current other public company directorship |
| Stanford Women on Boards | Executive leadership team (service) | Not disclosed | Governance expertise through service |
| Public company (not named) | Governance & Sustainability Committee Chair | Not disclosed | Additional governance expertise |
Board Governance
- Committees: Chair, Governance & Corporate Responsibility Committee; Member, Compensation, Talent & Culture Committee .
- 2024 committee meetings: Governance (6); Compensation (7). All members of these committees are independent; Compensation members also meet heightened NYSE standards and Rule 16b-3 “non‑employee” status .
- Attendance and engagement: The Board met 8 times in 2024 with executive sessions after each; each director attended at least 75% of total Board and committee meetings on which they served. All directors then on the Board attended the 2024 annual meeting .
- Independence: The Board determined Ms. Riefler is independent; no undisclosed material transactions affected independence determinations .
Fixed Compensation (Non‑Employee Director; 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $125,000 |
| Stock Awards (grant date fair value) | $209,606 |
| All Other Compensation (primarily dividend equivalents) | $9,694 |
| Total | $344,300 |
Dividend equivalent detail (paid on RSUs and in lieu of cash dividends; mix of shares and cash): 15 shares ($8,410.01) and $1,284.39 cash for fractional shares in 2024, consistent with policy permitting dividend equivalents on director RSUs .
Program structure and risk controls:
- Emphasis on equity: Annual RSU grant is the most significant portion of non‑employee director compensation .
- Anti‑hedging/pledging: Directors are prohibited from hedging or pledging MSCI stock, options, or derivatives .
- Annual caps: Non‑employee director compensation capped at $1,000,000 aggregate under the 2025 Plan (revised from prior structure), aligning with market practices .
Performance Compensation (Equity Awards)
| Item | Detail |
|---|---|
| Annual RSU grant (2024 Board term) | 450 RSUs; fair value $209,606; grant sized using prior‑day close of $465.79; vests May 1, 2025 |
| Grant timing & vesting cadence | RSUs granted May 1 each year; vest on first anniversary. Prorated for mid‑term appointments and vest on next May 1 following grant |
| Dividend equivalents | Allowed on director RSUs; settled in cash, shares, or combination at Company’s discretion |
| Deferral election | Ms. Riefler elected to defer receipt of RSU shares until the 60th day after separation from Board service |
| Change-in-control / death / disability | Director RSUs vest and convert to shares immediately upon termination of service for reasons of death, disability or a change in control |
| Performance metrics tied to director equity | None disclosed; director RSUs are time‑based (no TSR/financial metrics) |
Performance metric table (director awards)
| Metric | Weight | Threshold | Target | Max | Outcome |
|---|---|---|---|---|---|
| Not applicable (time‑based RSUs; no performance metrics) | — | — | — | — | — |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| CSX Corporation | Director | Not disclosed here | Current public company board (since Mar 2017) |
No related‑party transactions disclosed involving Ms. Riefler. Certain transactions disclosed involved The Rockefeller University (director Paula Volent) and ServiceNow, Inc. (former director CJ Desai), reviewed under the Related Person Transactions Policy overseen by the Governance Committee .
Expertise & Qualifications
- Capital markets, valuation, risk management, and human capital expertise from senior roles at Morgan Stanley; Board believes this supports oversight of strategy and talent .
- Governance expertise from chairing a Governance & Sustainability Committee at a public company and service with Stanford Women on Boards .
- Longstanding knowledge of MSCI (associated since 2005) provides insight into long‑term growth opportunities .
Equity Ownership
| Item | Amount / Status |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 19,736 shares; <1.0% of class |
| RSUs outstanding (as of Feb 28, 2025) | 450 RSUs scheduled to vest May 1, 2025 |
| Deferred shares | 1,191 shares elected to be deferred until the 60th day after separation from service |
| Compliance with director ownership guidelines | In compliance; directors must hold “net shares” from RSU vesting over last five years |
| Hedging/Pledging | Prohibited by policy; no pledging disclosed for Ms. Riefler |
Governance Assessment
- Committee leadership and workload: As Chair of the Governance & Corporate Responsibility Committee (6 meetings in 2024) and member of the Compensation Committee (7 meetings), Riefler is central to director recruitment, independence determinations, Board evaluation, corporate responsibility oversight, succession planning, and pay‑for‑performance oversight—key levers for governance quality .
- Independence and attendance: Determined independent; attended at least 75% of applicable Board and committee meetings; Board held 8 meetings with executive sessions after each—supporting strong independent oversight .
- Alignment and incentives: Majority of her compensation delivered in time‑based RSUs, with dividend equivalents permitted and deferral elections available; robust anti‑hedging/pledging and stock ownership guidelines align incentives with shareholders .
- Conflicts: No related‑party transactions disclosed for Riefler; the Governance Committee (which she chairs) administers the Related Person Transactions Policy, and independence assessments noted no undisclosed material relationships .
RED FLAGS: None disclosed specific to Ms. Riefler (no related‑party transactions, pledging, or attendance shortfalls identified) .