Robert Ashe
MSCIAbout Robert Ashe
Independent Lead Director of MSCI since April 2018; director since 2013. Age 65 (2025 proxy), Honours Bachelor of Commerce (Accounting) from the University of Ottawa, and a Certified Public Accountant in Canada. Former IBM General Manager for Business Analytics (2010–2012) and long-time Cognos executive including CEO (2004–2008), COO (2002–2004), and CFO roles; deep finance and technology credentials underpin audit and risk oversight and board leadership at MSCI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cognos Inc. | President & CEO; previously COO; Chief Corporate Officer; CFO; SVP roles | 1984–2008; CEO 2004–2008; CFO within 2001–2002 | Led strategic acquisitions and successful integration into IBM; experience in product/dev tools, field ops, finance |
| IBM Corporation | General Manager, Business Analytics | 2010–2012 | Oversight of analytics portfolio post-Cognos acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shopify Inc. | Director | Dec 2014–present | Current public company directorship; technology governance experience |
| ServiceSource International, Inc. | Director | Mar 2013–May 2020 | Prior public board service |
| Halogen Software Inc. | Director | Feb 2013–Apr 2017 | Prior public board service |
Board Governance
- Lead Director responsibilities: sets/approves Board agendas with Chair/CEO, presides over executive sessions of independent directors, works closely on strategy and risk oversight; Lead Director since April 2018 .
- Independence: designated “Independent Lead Director”; all non-employee directors were independent in 2023 .
- Audit expertise: Audit Committee financial expert designation for Ashe (and Edmunds); all Audit and Risk Committee members independent and financially literate .
- Attendance: in 2021, each director attended at least 75% of Board and committee meetings; Ashe presided over independent director sessions following all Board meetings in 2023 .
| Committee | Role | Meetings Held (Year) | Notes |
|---|---|---|---|
| Strategy & Finance Committee | Chair | 7 (2020) | Capital allocation, M&A review, dividends, buybacks; independent composition |
| Audit & Risk Committee | Member | 9 (2022) | Financial statements, ICFR, cybersecurity, ERM; Ashe designated audit committee financial expert |
| Governance & Corporate Responsibility Committee | Member | 6 (2024) | Board composition, independence, evaluations; related person transactions oversight; corporate responsibility |
Fixed Compensation
- Program structure emphasizes equity; anti-hedging and anti-pledging policies apply to directors and employees .
- Effective May 1, 2024: annual cash retainer increased to $90,000; annual RSU grant values increased to $210,000 (non-lead) and $260,000 (Lead Director) .
- Committee fees historically: Chair retainers Audit $30k; Compensation $25k; Strategy & Finance $25k; Governance $25k (raised from $20k in 2022 for parity); non-chair committee membership fees $10k .
| Component ($) | 2020 | 2022 | 2024 |
|---|---|---|---|
| Annual Cash Retainer | 80,000 | 80,000 | 90,000 |
| Annual RSU Grant (non-Lead Director) | 165,000 | 185,000 | 210,000 |
| Annual RSU Grant (Lead Director) | 215,000 | 235,000 | 260,000 |
| Governance Committee Chair Retainer | 20,000 | 25,000 | 25,000 |
| Robert G. Ashe – Actual Director Compensation | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 114,642 | 114,580 (received as stock) | 99,867 | 109,926 (received as stock) |
| Stock Awards ($) | 214,710 | 234,636 | 234,953 | 259,911 |
| All Other Compensation ($) | 1,777 | 2,431 | 2,785 | 3,458 |
| Total ($) | 331,129 | 351,647 | 337,605 | 373,295 |
Performance Compensation
- Non-employee director equity is time-based RSUs; vest on the first anniversary of grant (May 1 schedule), with dividend equivalents payable; RSUs vest immediately upon death, disability, or change-in-control; deferral of share receipt permitted under the Directors Deferral Plan .
| RSU Grant Mechanics | 2022 | 2023 | 2024 |
|---|---|---|---|
| Grant Value ($) | 234,636 (Ashe) | 234,953 (Ashe) | 259,911 (Ashe) |
| RSUs Awarded (#) | — | — | 558 (vest 5/1/2025) |
| Vesting | May 1 following grant date | May 1 following grant date | May 1 following grant date |
| Dividend Equivalents | Eligible; cash/shares at Company discretion | Eligible | Eligible |
| Deferral Election | Allowed under Deferral Plan | Allowed | Allowed |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Note |
|---|---|---|
| Shopify Inc. | Current Director | Transactions solely due to serving as a director are not treated as related person transactions under MSCI’s policy; no Ashe-specific related party transactions disclosed |
| ServiceSource; Halogen Software | Former Director | No MSCI related party disclosures involving Ashe noted |
Expertise & Qualifications
- Financial reporting, capital allocation, corporate/enterprise risk management, digital/data/cybersecurity, ESG/climate practices, human capital management; matrixed core competencies across finance and technology .
- Audit Committee financial expert; technology-sector leadership and M&A integration experience provide valuable oversight for MSCI’s data and index businesses .
Equity Ownership
- Anti-hedging and anti-pledging policy: directors prohibited from hedging/pledging MSCI stock; enhances alignment and reduces risk of collateral pledging red flags .
- Director stock ownership guidelines: hold net shares from RSU vestings over prior 5 years; all non-employee directors in compliance as of the proxy dates .
| Ownership Metric | Mar 1, 2023 | Dec 31, 2024 |
|---|---|---|
| Shares Beneficially Owned | 16,539 | — |
| Right to Acquire within 60 days (RSUs) | 557 | — |
| Beneficial Ownership Total | 17,096; % of class: “—%” | — |
| Outstanding RSUs (year-end) | — | 558 (to vest 5/1/2025) |
Governance Assessment
- Strengths: Long-tenured independent Lead Director with audit financial expert designation; clear responsibilities and active engagement with shareholders; presides over executive sessions at every board meeting; committee rotation across strategy, audit/risk, and governance enhances board effectiveness .
- Alignment: Equity-heavy director compensation, strict anti-hedging/pledging, and robust ownership guidelines; Ashe consistently receives equity awards and has elected to receive cash retainers in stock—positive alignment signal .
- Compensation oversight: Program adjustments (2022, 2024) are modest and benchmarked by independent consultant; RSU vesting simple and time-based; no meeting fees; caps on director cash/equity compensation .
- Conflicts: No related-party transactions disclosed involving Ashe; MSCI policy requires governance review, with specific exceptions for mere directorships and quantitative thresholds—low conflict risk .
- Risk indicators: No pledging permitted; consistent attendance thresholds met; say‑on‑pay approvals remain strong (e.g., ~98% in 2022)—supportive of governance credibility .
RED FLAGS: None disclosed specific to Ashe. Watch continued combined Chair/CEO structure; offset by robust Lead Director role and fully independent committee leadership .