Robert Gutowski
MSCIAbout Robert Gutowski
General Counsel and Head of Corporate Affairs at MSCI, and a 2024 Named Executive Officer (NEO). 2024 achievements included strengthening governance and risk oversight, launching the corporate affairs function, building global regulatory engagement, establishing AI risk/governance frameworks, and advancing corporate responsibility disclosures . His pay is heavily performance-based: annual cash incentives tied 70% to financial metrics (Revenue, Adjusted EPS, Total Net Sales, Free Cash Flow), 20% to KPIs, and 10% to Sustainability Goals; long-term equity is a mix of PSUs (absolute TSR CAGR over 3 years with a 1-year holding) and PSOs (3-year cumulative Revenue and Adjusted EPS, 50/50) . 2024 cash incentive paid at 96.98% of target ($630,370) reflecting 94.3% financial, 100% KPIs, and 110% Sustainability goals attainment . PSU max payout was lowered from 300% to 200% beginning in 2024, strengthening pay-for-performance alignment .
Past Roles
Not disclosed in the proxy and filings reviewed.
External Roles
Not disclosed in the proxy and filings reviewed.
Fixed Compensation
- Base salary increased from $500,000 (2024) to $550,000 (2025) after a peer and competitiveness review; 2025 target cash incentive unchanged .
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $550,000 |
| Target Cash Incentive ($) | $650,000 | $650,000 | $650,000 |
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $500,000 | $500,000 | $500,000 |
| Stock Awards ($) | $780,269 | $878,313 | $870,448 |
| Option Awards ($) | $420,119 | $472,531 | $580,059 |
| Non-Equity Incentive Plan Compensation ($) | $578,690 | $673,140 | $630,370 |
| All Other Compensation ($) | $56,813 | $49,370 | $76,952 |
| Total ($) | $2,335,891 | $2,573,354 | $2,657,829 |
Performance Compensation
Annual Incentive Plan (AIP) structure and 2024 outcomes:
| Component | Weighting | 2024 Payout (% of Target) | 2024 Amount ($) |
|---|---|---|---|
| Financial (Revenue 20%, Adjusted EPS 30%, Total Net Sales 40%, Free Cash Flow 10%) | 70% | 94.3% | $428,870 |
| KPIs | 20% | 100.0% | $130,000 |
| Sustainability Goals | 10% | 110.0% | $71,500 |
| Total | — | 96.98% | $630,370 |
2024 LTIP grant details (counts, fair values, vesting/performance):
| Vehicle | Target Units (#) | Threshold (#) | Max (#) | Exercise Price ($) | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|---|
| RSUs | 727 | — | — | — | $435,197 | 3-year cliff to Feb 1, 2027 |
| PSUs (TSR CAGR) | 866 | 216 | 1,732 | — | $435,251 | 3-year performance (absolute TSR CAGR), 1-year post-vest hold |
| PSOs (Revenue + Adjusted EPS) | 2,609 | 652 | 5,218 | $598.62 | $580,059 | 3-year performance; cumulative Revenue and Adjusted EPS weighted equally |
PSU performance grid (applies to 2024 awards):
| TSR CAGR (%) | Performance Percentage (%) |
|---|---|
| ≥ 20.0 | 200 |
| 15.0 | 150 |
| 10.0 | 100 |
| 9.0 | 50 |
| 8.0 | 25 |
| < 8.0 | No Vesting |
Recent vesting realized (2024):
| Award Type | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| Stock Awards (aggregate) | 2,336 | $1,364,878 |
Five-year PSUs (granted 2020) paid at 164% of target; Gutowski received 1,815 PSUs that vested on Feb 6, 2025 .
Equity Ownership & Alignment
Stock ownership, option status, and unvested RSUs:
| Item | As of Date | Amount |
|---|---|---|
| Shares Owned | Feb 28, 2025 | 16,309 |
| Right to Acquire (Options exercisable within 60 days) | Feb 28, 2025 | 2,484 |
| Beneficial Ownership Total | Feb 28, 2025 | 18,793 |
| Shares Outstanding | Feb 28, 2025 | 77,601,625 |
| Ownership (% of Outstanding) | Feb 28, 2025 | 0.024% (computed: 18,793 ÷ 77,601,625) |
Unvested RSUs vesting schedule:
| Vest Date | RSUs (#) |
|---|---|
| Feb 3, 2025 | 655 |
| Feb 2, 2026 | 731 |
| Feb 3, 2027 | 727 |
| Total | 2,113 |
Alignment policies:
- Stock ownership guidelines: CEO and President/COO at 12x salary; other Management Committee (including other NEOs) at 8x; Executive Committee at 4x. Unexercised options and unearned performance awards excluded from minimum ownership calculation; 25% “Net Shares” retention on equity earned after Jan 1, 2022; 50% retention until minimum ownership met .
- Anti-hedging and anti-pledging: Hedging or pledging MSCI stock is prohibited for all directors and employees, including NEOs .
- Compliance: All Executive Committee members and directors are in compliance with ownership guidelines as of the proxy date .
Employment Terms
Change-in-control (CIC) and termination economics:
| Scenario | Equity Acceleration ($ at Target) | Cash Severance ($) | Benefits ($) |
|---|---|---|---|
| Involuntary Termination Without Cause | $3,055,831 | $2,254,800 | $66,281 |
| Death or Disability | $4,267,671 | — | $66,281 |
| Termination Without Cause or for Good Reason (Following a CIC) | $4,267,671 | $2,254,800 | $66,281 |
- CIC cash severance formula: Lump sum equal to 2x base salary + 2x three-year average annual cash bonus (double trigger) .
- RSUs/PSUs/PSOs have retirement and termination provisions (pro-rata or full vesting depending on age/service eligibility), with restrictive covenants attached and HSR Act compliance conditions; PSUs post-vest holding period applies, and RSUs/PSUs may accelerate under death/disability .
- Non-compete and non-solicit: 1-year non-compete and 2-year non-solicit post-termination; injunctive relief available; periods extend during breach .
- Notice requirements for resignation: 180 days if on Executive Committee; 90 days for Managing Directors; 60 days for Executive Directors; 30 days for Vice Presidents; 14 days for others (jurisdictional variations may apply) .
- Clawbacks: Dodd-Frank 10D-1 financial statement recoupment (three-year lookback); enhanced Executive Committee recoupment for restatements or detrimental conduct (two-year lookback), applicable to cash and equity, including service-vesting awards for detrimental conduct .
Investment Implications
- Strong performance-pay alignment: AIP tied to core financial drivers and sustainability, plus LTIP linkage to TSR and multi-year revenue/EPS. 2024 results paid near target (96.98%), indicating realistic yet challenging performance hurdles .
- Retention mechanisms: Three-year cliff vesting on RSUs, three-year performance periods for PSUs/PSOs, and 1-year PSU post-vesting hold create continuous retention/ownership pressure; ownership guidelines and 25% Net Shares retention further limit near-term liquidity .
- Selling pressure windows: Concentrated vesting around early February (RSU/PSU cycles), evidenced by 2,336 shares vesting in 2024; monitor Form 4s and 10b5‑1 plans around these dates for potential insider flow signals .
- CIC/severance economics: Double-trigger CIC protection (2x salary+bonus) and equity acceleration represent moderate change-of-control costs; combined with non-compete/non-solicit covenants and clawbacks, governance risk is contained .
- Program refinements reduce pay inflation risk: PSU max cut to 200% in 2024 and exclusion of options/performance awards from ownership minimums reflect shareholder feedback and tighter pay governance .