Marcus Smith
MSCIAbout Marcus L. Smith
Independent director at MSCI since 2017; age 58. Former Chief Investment Officer (Canada Equity) and senior portfolio manager at MFS Investment Management with multi-continent experience (Asia, Europe), holding a BS from the University of Mount Union and an MBA from Wharton . Currently Audit and Risk Committee Chair and member of the Strategy and Finance Committee; determined independent under NYSE rules with no material relationships disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MFS Investment Management | Chief Investment Officer (Canada Equity); Portfolio Manager (Institutional International Equity Portfolio; International Concentrated Portfolio) | 1994–Apr 2017 | Led international equities; senior investment leadership |
| MFS Investment Management | Chief Investment Officer (Asia) | 2010–2012 (Boston) | Asia investment leadership |
| MFS Investment Management | Director of Asian Research | 2005–2009 (Singapore) | Led Asian research |
| MFS Investment Management | Equity Analyst | 1995–2000 (London) | Fundamental equity coverage |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Industrial Realty Trust, Inc. | Director (public company) | Feb 2021–present | Current public company board |
| DCT Industrial Trust, Inc. | Director (public company) | Oct 2017–Aug 2018 | Prior public company board |
| Eaton Vance funds | Trustee | Current | Fund trustee role |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; all non-employee directors deemed independent by the Board; no material transactions affecting independence disclosed |
| Committee Assignments | Audit and Risk Committee (Chair); Strategy and Finance Committee (Member) |
| Audit Committee Activity | 10 meetings held in 2024; committee members designated financially literate; Smith, Ashe, Edmunds designated “audit committee financial experts” |
| Board/Committee Attendance | Each director attended at least 75% of meetings of the Board and committees on which they served; Board met 8 times with 8 independent director executive sessions in 2024 |
| Auditor Oversight | Audit Committee (chaired by Smith) recommended inclusion of audited financials in 2024 Form 10-K and proposed ratification of PwC for 2025 |
| Executive Sessions | Independent director executive sessions after each quarterly Board meeting (8 in 2024) |
| Tenure on Board | Director since 2017 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $129,897 |
| Stock Awards (RSUs grant-date fair value) | $209,606 |
| All Other Compensation | $2,773 |
| Total Compensation | $342,276 |
| Retainer Election in Stock | $89,897.47 elected in stock (193 shares at $465.79 prior-day close) |
| RSUs Granted for 2024 Board Term | 450 RSUs (vest May 1, 2025) |
Notes:
- Non-employee director compensation emphasizes annual RSU equity; robust stock ownership guidelines; anti-hedging and anti-pledging policy applies to directors .
- RSUs granted May 1 annually, vest on first anniversary; pro-rated RSUs vest on next May 1; dividend equivalents may be settled in cash/shares; accelerate on death, disability, change in control .
Performance Compensation
Non-employee directors do not receive performance-linked awards (no PSUs/PSOs); annual RSUs are time-based. Plan governance features include double-trigger vesting upon change in control and clawback of incentive awards under certain circumstances; no excise tax gross-ups and no repricing of underwater options without shareholder approval .
| Feature | Term |
|---|---|
| RSU Vesting | Annual grants vest after 1 year (May 1 to May 1) |
| Change-in-Control | Director RSUs vest on change in control |
| Clawback | Incentive awards subject to forfeiture/clawback under 2025 Plan |
| Anti-Hedging/Pledging | Hedging and pledging prohibited |
Other Directorships & Interlocks
- Current and prior public boards listed above; no disclosed compensation committee interlocks or insider participation among MSCI Compensation Committee members (committee interlocks statement indicates none) .
- Related party transactions disclosed in 2024 involve entities tied to other directors (Rockefeller University; ServiceNow) and were conducted at arm’s length and reviewed under policy; none relate to Smith .
Expertise & Qualifications
- Extensive global investment leadership across Asia, Europe and Canada equity; brings investor perspective on capital markets, asset management client needs, and capital allocation .
- Audit committee financial oversight and risk management experience; designated audit committee financial expert; chairs Audit Committee overseeing financial reporting, internal controls, ERM, cybersecurity and auditor relationship .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial Ownership (Shares) as of Feb 28, 2025 | 4,221 |
| Percent of Class | <1% (no percentage reported; below 1.0%) |
| RSUs Outstanding (scheduled to vest May 1, 2025) | 450 |
| Stock Ownership Guideline Compliance | All directors in compliance with non-employee director guidelines (hold net shares from annual RSUs over last five years) |
| Anti-Pledging/Hedging Status | Company policy prohibits pledging and hedging by directors |
Governance Assessment
- Strengths: Independent director since 2017; chairs Audit and Risk Committee with 10 meetings in 2024, designated an audit committee financial expert; strong alignment via RSU-heavy director pay and mandatory ownership guidelines; anti-hedging/anti-pledging policy; clawback and double-trigger protections under 2025 plan .
- Engagement: Board held 8 meetings with independent director sessions after each; each director attended at least 75% of meetings; Smith signed the Audit Committee report recommending inclusion of audited financials and PwC ratification .
- Conflicts: Board affirmed independence with no material transactions affecting Smith’s status; related-party transactions disclosed involve other directors and are administered under a formal policy with arm’s-length terms .
- Compensation alignment: 2024 director comp mix balances cash (including committee chair fees) and RSUs; Smith elected a portion of his retainer in equity (193 shares), increasing skin-in-the-game; RSUs vest annually with dividend equivalents; director total compensation well below plan caps ($1,000,000 per year) .
RED FLAGS: None disclosed for Smith regarding attendance shortfalls, related-party transactions, hedging/pledging, or option repricing; compensation committee interlocks explicitly reported as none .
Investor signal: Strong say-on-pay support (97.3% in 2024) and active shareholder engagement suggest stable governance sentiment; while say-on-pay targets executives, robust board oversight, ownership policies, and audit leadership support investor confidence .