Paula Volent
MSCIAbout Paula Volent
Independent director at MSCI since 2020; age 68. Vice President and Chief Investment Officer at The Rockefeller University (since August 2021), previously CIO of Bowdoin College and earlier at Yale Investments Office. Education: BA (University of New Hampshire), MBA (Yale School of Management), MA (Institute of Fine Arts, NYU) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Rockefeller University | Vice President & Chief Investment Officer | Aug 2021 – present | Endowment leadership; alternative investments expertise |
| Bowdoin College | Senior VP for Investments & CIO | 2006 – Jun 2021 | Led multi-asset endowment investing |
| Bowdoin College | Vice President for Investments | 2002 – 2006 | Asset allocation, manager selection |
| Bowdoin College | Associate Treasurer | 2000 – 2002 | Treasury, investment support |
| Yale Investments Office | Senior Associate | Pre-2000 (prior to Bowdoin) | Endowment investing apprenticeship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 1stdibs.com, Inc. (public) | Director | Jun 2021 – present | Board service |
Board Governance
- Committee assignments: Compensation, Talent and Culture Committee (member); Strategy & Finance Committee (member) .
- Independence: Board determined all non‑employee directors, including Volent, are independent under NYSE rules; no undisclosed material relationships affecting independence .
- Attendance and engagement: Board met 8 times in 2024; independent director executive sessions after all 8 meetings; each director attended at least 75% of Board and committee meetings on which they served .
- Board refreshment: Appointed Feb 26, 2020 as part of ongoing refreshment; recent committee rotations maintained experienced leadership with independence .
Fixed Compensation
| Component | Detail | Amount/Units | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (incl. committee fees) | 2024 | $109,926 | Volent elected to receive the cash retainer in stock: $109,926.44, 236 shares |
| Annual RSU Grant (Director) | Grant date prior close $465.79 | $209,606; 450 RSUs | RSUs vest on May 1, 2025 |
| All Other Compensation | 2024 | $2,773 | Reimbursements/benefit amounts per proxy |
| Deferral Program | Eligible | Directors may defer receipt of shares from RSUs/stock retainers per Deferral Plan | No specific deferral election disclosed for Volent |
- Director compensation structure: Emphasis on equity; annual RSUs granted May 1, one-year vest; dividend equivalents payable; immediate vesting upon death, disability or change in control for director RSUs; non-transferable except as permitted by Board/Committee .
Performance Compensation
| Feature | Detail |
|---|---|
| Director equity performance conditions | Not applicable; non‑employee director RSUs are time‑based, vest after 1 year |
| Change-in-control provisions | Director RSUs vest and convert immediately upon a change in control per director program; 2025 Omnibus Plan includes double‑trigger vesting for performance awards, broader governance enhancements (no repricing, clawbacks) |
| Clawback/forfeiture | 2025 Plan provides forfeiture/clawback for incentive awards under certain circumstances |
Other Directorships & Interlocks
| Company/Entity | Relationship | Exposure/Notes |
|---|---|---|
| 1stdibs.com, Inc. | Director | Public company board role |
| The Rockefeller University | CIO; client of MSCI | Ordinary-course subscriptions/licenses; ~$0.3 million revenue recognized by MSCI in 2024; reviewed under Related Person Transactions Policy; Volent did not participate in approvals; independence maintained |
Expertise & Qualifications
- Alternative investments, multi-asset portfolio construction; deep engagement with asset owner/endowment client segment .
- Senior CIO experience; enhances Compensation Committee and Strategy Committee oversight on pay-for-performance and capital allocation .
- Education spanning finance and arts conservation indicating interdisciplinary perspective .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 2,821 | Excludes RSUs/PSUs/PSOs; less than 1.0% of class (all directors other than CEO below 1%) |
| RSUs outstanding (as of Dec 31, 2024) | 450 RSUs, vest May 1, 2025 | Dividend equivalents; vesting terms per director plan |
| Stock retainer shares | 236 shares issued for 2024 retainer election | Closing price $465.79 used for share calculation |
| Ownership guidelines | Required to hold “net shares” from last 5 annual RSU vests; all non‑employee directors in compliance; anti‑hedging/anti‑pledging policy in place |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 2025-05-05 | 2025-05-01 | Award (A) | 201 | 3,857 | https://www.sec.gov/Archives/edgar/data/1408198/000140819825000145/0001408198-25-000145-index.htm |
| 2025-05-05 | 2025-05-01 | Award (A) | 385 | 3,656 | https://www.sec.gov/Archives/edgar/data/1408198/000140819825000145/0001408198-25-000145-index.htm |
| 2024-05-03 | 2024-05-01 | Award (A) | 236 | 3,271 | https://www.sec.gov/Archives/edgar/data/1408198/000140819824000114/0001408198-24-000114-index.htm |
| 2024-05-03 | 2024-05-01 | Award (A) | 450 | 3,035 | https://www.sec.gov/Archives/edgar/data/1408198/000140819824000114/0001408198-24-000114-index.htm |
Governance Assessment
- Alignment signals: Volent elected to take her cash retainer in stock (236 shares), and holds RSUs with one‑year vesting; MSCI’s director stock ownership guidelines require retention of net shares from five years of RSU grants, with all directors in compliance; hedging and pledging are prohibited—supporting skin‑in‑the‑game and investor alignment .
- Board effectiveness: Her CIO background in alternatives aligns with MSCI’s asset owner/endowment clients, strengthening Strategy Committee deliberations and Compensation Committee oversight on incentive design and succession—core to investor confidence .
- Independence and engagement: Board confirmed independence; robust independent director sessions after each meeting; each director met attendance thresholds; ongoing shareholder engagement including directors participating in off‑season corporate responsibility roadshows .
- RED FLAG—Related party exposure: Rockefeller University (where Volent is CIO) is an MSCI client (~$0.3 million 2024 revenue). The transaction is reviewed under the Related Person Transactions Policy (arm’s‑length, independence safeguards), and the Board maintained Volent’s independence—mitigating but not eliminating perception risk around interlocks with a client .
- Committee integrity: No compensation committee interlocks or insider participation in 2024; independent members and use of an independent consultant (Semler Brossy), reducing pay governance risk .