Rajat Taneja
MSCIAbout Rajat Taneja
Independent director at MSCI since 2021; age 60. President of Technology at Visa (since Sept 2019); previously EVP, Technology & Operations at Visa (2013–2019), EVP & CTO at Electronic Arts (2011–2013), and Corporate VP, Commerce Division at Microsoft (1996–2011). Education: B.E. Electrical Engineering (Jadavpur University) and MBA (Washington State University). Recognitions include Business Insider “AI 100” (2023) and Forbes “CIO Next List” (2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visa Inc. | President of Technology | Sept 2019–present | Oversees technology infrastructure; AI implementation; cybersecurity oversight |
| Visa Inc. | EVP, Technology & Operations | Nov 2013–Aug 2019 | Led global tech operations |
| Electronic Arts Inc. | EVP & Chief Technology Officer | Oct 2011–Nov 2013 | Enterprise technology leadership |
| Microsoft Corporation | Corporate VP, Commerce Division | 1996–2011 | Led commerce/transaction tech, online advertising platforms, early online services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ellie Mae, Inc. | Director (public company) | Jun 2015–Apr 2019 | Prior public company directorship; no current public boards disclosed for Taneja |
Board Governance
- Committee assignments: Audit & Risk Committee member (2024 and 2025) . The Audit Committee held 10 meetings in 2024; all members are independent and financially literate; “audit committee financial expert” designations apply to Ashe, Edmunds, Smith (not Taneja) .
- Attendance: The Board met eight times in 2024; each director attended at least 75% of Board and committee meetings; eight executive sessions followed each Board meeting; directors are expected to attend the annual meeting and all directors on the Board at the time attended in 2024 .
- Independence: The Board determined Taneja is independent under NYSE rules; no material transactions were considered for independence beyond those disclosed; 11 of 13 directors were independent as of Feb 28, 2025 (10 of 12 post-Edmunds retirement) .
- Board leadership/independent oversight: Strong independent committees and Lead Director structure; independent director executive sessions after each quarterly Board meeting .
Fixed Compensation (Non-Employee Director, 2024)
| Component | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash ($) | 99,679 | Represents annual retainer and committee membership fees; Taneja elected to receive his cash retainer in stock rather than cash |
| Retainer delivered in stock | $99,679.06; 214 shares | Issued at $465.79 per share; Taneja elected to defer receipt until the earlier of June 1, 2025 or 60 days after separation from service |
| All other compensation ($) | 14,374 | Includes director reimbursements/other standard amounts for non-employee directors (company reimburses meeting/education expenses) |
| Total ($) | 323,659 | Sum of cash/stock-equivalent retainer, equity grant fair value, and other comp |
Policy context:
- Directors may elect to receive cash retainers in shares under the Directors Plan; annual caps: ≤$1,000,000 in equity award grant-date fair value and ≤$1,000,000 in cash; transitioning to 2025 Plan that caps total (cash+equity) at $1,000,000 per year .
Performance Compensation (Equity Grants & Vesting)
| Item | Metric/Term | 2024 Board Term Detail |
|---|---|---|
| Annual RSU grant | Units | 450 RSUs to Taneja (granted for 2024 Board term) |
| Grant valuation | Fair value ($) | $209,606 aggregate grant-date fair value (based on $465.79 prior-day close) |
| Vesting | Date | Vests on May 1, 2025; RSUs granted to directors vest after one year on May 1 |
| Deferral elections | Status | Taneja elected to defer receipt of shares issuable upon vesting until the earlier of June 1, 2025 or 60 days after separation from service |
| Dividend equivalents | Eligibility | RSU holders entitled to dividend equivalents; settled in cash/shares at company discretion |
| Change-in-control treatment | Acceleration | RSUs vest and convert to shares immediately upon death, disability, or a change in control |
| Performance conditions | None for directors | Director RSUs are time-based; non-employee directors do not receive PSUs/PSOs or options under MSCI’s director program |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Visa Inc. | Executive (President of Technology) | No related-person transactions disclosed involving Taneja; independence affirmed; MSCI discloses related transactions with Rockefeller University and ServiceNow, not Visa |
| Ellie Mae, Inc. | Prior public board (2015–2019) | Historical only; no current interlock noted |
Expertise & Qualifications
- 30+ years in global technology, innovation, and R&D; oversight of cybersecurity risks; enterprise AI implementation experience .
- Recognitions: Business Insider “AI 100” (2023) and Forbes “CIO Next List” (2024), underscoring AI leadership credentials .
- Adds digital, data, and cybersecurity expertise to Board skills matrix (Board highlights emphasize digital/data/cyber) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares beneficially owned (as of Feb 28, 2025) | 1,984 | Includes shares for which receipt was deferred until June 1, 2025 or 60 days post-separation |
| Outstanding RSUs (scheduled to vest May 1, 2025) | 450 | Non-employee director RSUs outstanding; Taneja elected to defer receipt until the earlier of June 1, 2025 or separation |
| Ownership as % of outstanding shares | Less than 1.0% | MSCI shares outstanding: 77,601,625 (Feb 28, 2025) |
| Retainer shares issued (stock in lieu of cash) | 214 shares | Issued at $465.79; deferred to earlier of June 1, 2025 or separation |
| Compliance with ownership guidelines | In compliance | Directors must hold net shares from last five RSU vestings; all directors in compliance |
| Hedging/pledging | Prohibited | Anti-hedging and anti-pledging policy for directors |
Insider Trades (Form 4 Highlights)
| Filing date | Transaction date | Transaction | Amount/Price | Holdings after | Notes |
|---|---|---|---|---|---|
| Sep 4, 2024 | Aug 30, 2024 | Dividend equivalent shares credited (A) | Not disclosed | Not disclosed | Shares acquired via dividend under Director Deferral Plan |
| Mar 4, 2025 | Feb 28, 2025 | Statement of changes in beneficial ownership (Form 4) | Not disclosed | Not disclosed | Administrative update of holdings; see issuer website filing |
| May 5, 2025 | May 1, 2025 | RSU grant/deferral election noted (A) | Not disclosed | Not disclosed | RSUs vesting May 1, 2026; deferral election referenced |
| Jun 3, 2025 | May 30, 2025 | Dividend equivalent shares credited (A) | 9 shares at $0 | 3,011 shares | Shares acquired via dividend; deferral election expired Jun 1, 2025 |
Governance Assessment
- Board effectiveness: Taneja strengthens the Audit Committee’s oversight on technology risk, AI, cybersecurity, and data governance—areas explicitly highlighted by the Audit Committee’s 2024 focus . Attendance standards were met; independent director executive sessions and lead director oversight provide robust governance .
- Alignment and incentives: High equity emphasis for directors; Taneja elected shares in lieu of cash retainers and deferred both retainer shares and RSU vesting receipts, reinforcing long-term alignment with shareholders. Directors are subject to meaningful stock ownership guidelines (five years of net RSU shares), and anti-hedging/pledging rules reduce misalignment risks .
- Conflicts/related-party exposure: No related-person transactions involving Taneja disclosed; independence determination made without undisclosed transactions; MSCI’s related party transactions policy is administered by the Governance Committee with clear conflict controls .
- RED FLAGS: None disclosed regarding attendance shortfalls, hedging/pledging, repricing, or related-party transactions. Director compensation is capped and primarily time-based equity; no performance award repricing and director comp limits are shareholder-approved .