Michelle Seitz
MSCIAbout Michelle Seitz
Michelle Seitz (age 59) joined MSCI’s Board in 2024 and is currently an independent director. She is Founder & CEO of MeydenVest Partners and previously served as Chair and CEO of Russell Investments; she is a CFA charterholder with a B.S. in Accounting from Indiana University’s Kelley School of Business . Her tenure at MSCI began August 5, 2024, with initial service on the Audit & Risk Committee before rotating to the Strategy & Finance Committee in January 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Russell Investments | Chief Executive Officer; Chairman of the Board | CEO: Sep 2017–Oct 2022; Chair: Jan 2018–Sep 2022 | Drove profitability/scalability; led global firm transformation |
| William Blair | CEO, William Blair Investment Management; Chair & President, William Blair Funds; Board Director | Feb 1996–Aug 2017 | Led fivefold growth; built global asset & wealth platform |
| MeydenVest Partners | Founder & CEO | Sep 2022–present | Private investment and strategic advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sana Biotechnology (NASDAQ: SANA) | Director; Audit Committee member | Director since Nov 2020; Audit Committee since Dec 2020 | Public company board service; life sciences sector |
| Fred Hutchinson Cancer Center | Board role | Not disclosed | Non-profit governance role |
| Washington Roundtable | Board role | Not disclosed | Regional business leadership forum |
| Indiana University Kelley School of Business | Dean’s Council member | Not disclosed | Academic advisory role |
| Challenge Seattle | Co-Chair (prior) | Not disclosed | CEO alliance; prior service |
Board Governance
- Independence: Board affirmatively determined Seitz is independent under NYSE/SEC standards; as of Feb 28, 2025, 11 of 13 directors were independent (10 of 12 post-Edmunds retirement). No material undisclosed transactions affected independence determinations .
- Committee assignments: Appointed to the Audit & Risk Committee upon joining (Aug 5, 2024); rotated to Strategy & Finance Committee effective Jan 28, 2025 .
- Attendance: In 2024 the Board met eight times with independent director sessions after each; each director (including those serving part-year) attended at least 75% of Board and committee meetings. Seitz did not attend the 2024 annual meeting (joined later in year) .
- Shareholder engagement: Lead Director and committee chairs participated in the 2024 Corporate Responsibility Roadshow; say-on-pay support ~97.3% in 2024, indicating strong investor alignment .
- Lead Director governance and oversight (context): Robust independent Lead Director responsibilities, executive sessions, and committee independence provide strong governance scaffolding .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Electable in cash or stock; prorated for 2024 service |
| Committee retainer (Audit) | $10,000 | Prorated during 2024 while serving on Audit & Risk Committee |
| Total cash earned (2024) | $73,699 | As reported in 2024 director compensation table |
| 2024 Non-Employee Director Compensation (MSCI) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Michelle Seitz | $73,699 | $154,397 | $915 | $229,011 |
Additional program features:
- RSUs granted May 1 annually; prorated RSUs for mid-year appointees vest on next May 1 (e.g., initial prorated award vesting May 1, 2025) .
- Directors may elect to receive cash retainers in stock; reimbursed for meeting/education expenses .
Performance Compensation
| Equity Award Type | Grant Basis | Vesting/Holding | 2024 Details |
|---|---|---|---|
| RSUs (non-employee directors) | Annual grant set by program; fair value determination uses closing price prior to grant | One-year cliff vest; dividend equivalents; accelerated vest upon death, disability, change in control | Prorated RSU for Seitz scheduled to vest May 1, 2025 |
| Deferral elections | Shares from RSU conversion and/or stock in lieu of cash can be deferred | To a date or until separation from Board | Deferral plan available; Board has not implemented cash deferral process |
Note: MSCI director equity is time-based; no performance metrics (e.g., TSR, EPS) are attached to director RSUs. Anti-hedging/pledging policy applies to directors .
Other Directorships & Interlocks
| Entity | Relationship to MSCI | Potential Interlock/Transaction | Status |
|---|---|---|---|
| Sana Biotechnology | External public board | None disclosed with MSCI | No related-party transaction disclosed; independence affirmed |
| MeydenVest Partners | Seitz is Founder & CEO | No MSCI transactions disclosed | No related-party transaction disclosed |
| Rockefeller University | Other director (Paula Volent) is CIO | MSCI recognized ~$0.3M revenue from Rockefeller University; relates to Volent, not Seitz | Reviewed under policy; disclosed; not an Seitz conflict |
| ServiceNow | Former MSCI director was executive | ~$0.8M software licenses purchased; relates to prior director, not Seitz | Reviewed; arm’s-length; disclosed |
Expertise & Qualifications
- Technical and industry: 30+ years in asset management and private wealth; CEO/board leadership in global investment firms; CFA charterholder .
- Strategic and capital allocation: Led transformation and scalability at Russell and growth at William Blair; strong client-centric operating background .
- Audit/financial oversight: SANA Audit Committee experience; accounting degree .
Equity Ownership
| Holder | Shares Owned | Rights to Acquire | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Michelle Seitz | — | — | — | —% |
- Ownership guidelines: Non-employee directors must own at least the sum of “net shares” from RSU vesting over last five years; anti-hedging and anti-pledging policy in place .
- Compliance: As of the Proxy date, all directors are in compliance with applicable stock ownership guidelines .
Governance Assessment
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Strengths:
- Independence and no related-party transactions involving Seitz; independence reaffirmed under NYSE/SEC rules .
- Valuable investment-industry expertise and Audit Committee experience from SANA; now positioned on Strategy & Finance Committee aligning with MSCI’s capital allocation oversight .
- Strong director compensation design emphasizing equity alignment (RSUs) and ownership guidelines; anti-hedging/pledging policy enhances alignment .
- Board-wide investor support for pay practices (97.3% say-on-pay in 2024), positive signal for governance confidence .
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Watch items / potential red flags to monitor:
- External affiliations (MeydenVest, SANA) warrant ongoing surveillance for any emergent related-party transactions; none disclosed to date .
- Beneficial ownership currently reported as none; continued tracking of equity accumulation and guideline compliance over time .
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Overall implication: Seitz adds asset-management leadership and audit/financial oversight to MSCI’s Board, with clean independence profile and equity-aligned director pay structure, supporting investor confidence in governance effectiveness .