Robin Matlock
MSCIAbout Robin L. Matlock
Independent director of MSCI since 2022; age 59. Former Senior Vice President and Chief Marketing Officer of VMware (2013–2020), with prior leadership roles at Imperva, McAfee, Entercept Security Technologies, and Symantec. BA in Economics and Music from Rice University. Current public company directorship: Iron Mountain Incorporated (since July 2019). Core credentials: go-to-market strategy, client insight, digital solutions, and cybersecurity/enterprise software expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware, Inc. | SVP & Chief Marketing Officer; previously VP Corporate Marketing | 2009–2020 | Led go-to-market, marketing strategy, client-focused digital programs; technology and innovation leadership applicable to MSCI’s product and client strategies |
| Imperva Inc. | EVP & General Manager | Prior to VMware | Cybersecurity software/services leadership; relevant to MSCI’s data/cyber risk oversight |
| McAfee; Entercept Security Technologies; Symantec | Various executive roles | Prior | Enterprise security and software background; informs board oversight of cybersecurity and AI/data governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Iron Mountain Incorporated | Director (public company) | Jul 2019–present | Current public board service |
| Cohesity, Inc. | Director/advisor (private) | Multi-year | Private technology advisory roles |
| People.ai | Director/advisor (private) | Multi-year | Private technology advisory roles |
| Dremio Corporation | Director/advisor (private) | Multi-year | Private technology advisory roles |
Board Governance
- Independence: Board determined Matlock is independent under NYSE standards; no material transactions or relationships noted by the Board in its independence review .
- Committee assignments:
- 2025: Compensation, Talent and Culture Committee (member); Governance and Corporate Responsibility Committee (member) .
- 2024: Audit and Risk Committee (member); Governance and Corporate Responsibility Committee (member) .
- Chair roles: None (current chairs—Compensation: Jacques Perold; Governance: Linda Riefler; Audit: Marcus Smith; Strategy: Sandy Rattray) .
- Attendance: Board met 8 times in 2024; independent director executive sessions after each meeting; each director attended at least 75% of total Board and committee meetings while a member .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Fees earned or paid in cash | $110,000 | Annual director/committee retainers paid in 2024 |
| Stock awards (RSUs) | $209,606 | Granted in 2024; 450 RSUs determined by closing price prior to grant ($465.79) and vest on May 1, 2025 |
| All other compensation | $7,118 | Dividend-equivalent and related payments; includes 11 shares and $952.87 cash for fractional shares credited in 2024 |
| Total | $326,724 | Sum of components above |
Additional program features:
- RSUs for non-employee directors are granted on May 1 and vest on the first anniversary; dividend equivalents may be settled in cash or shares; prorated for off-cycle appointments .
- She elected to defer receipt of shares issuable upon vesting until the earlier of June 1, 2033 or 60 days after separation, under the Non-Employee Directors Deferral Plan .
- Anti-hedging/pledging policy applies to directors (no hedging, pledging, short sales, or derivatives) .
Performance Compensation
Directors do not receive performance-based equity at MSCI; annual director equity is RSUs with time-based vesting. The director compensation plan emphasizes equity alignment via RSUs and robust ownership requirements, not performance metrics .
| Equity Award | Grant date | Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs (2024 grant) | May 1, 2024 | 450 | May 1, 2025 | Dividend equivalents accrue; deferral election to 2033 applies |
Other Directorships & Interlocks
| Company | Sector | Role | Potential interlock/conflict notes |
|---|---|---|---|
| Iron Mountain Incorporated | Information services/storage | Director | Board determined Matlock’s independence; no related person transactions disclosed in independence review . |
Expertise & Qualifications
- Technology and cybersecurity: Executive leadership in enterprise software and cybersecurity (VMware, Imperva, Symantec/McAfee), contributing to MSCI’s oversight of AI, data and cyber risk .
- Go-to-market and client insights: Deep marketing and brand strategy experience; enhances Board’s client-centric oversight .
- Education: BA in Economics and Music, Rice University .
Equity Ownership
- RSUs outstanding (as of Dec 31, 2024): 450 .
- Dividend equivalents credited in 2024: 11 shares and $952.87 cash for fractional shares .
- Director stock ownership guidelines: Must hold net shares from RSU vestings over last five years; all non-employee directors are in compliance as of the proxy date .
- Anti-hedging/pledging policy: Prohibited for directors .
- Deferral elections: May defer receipt of shares from RSU vesting; Matlock elected deferral to 2033 .
Governance Assessment
- Board effectiveness and independence: Strong majority-independent board; Matlock serves on key governance and compensation committees; independence affirmed with no related-party concerns .
- Attendance and engagement: Full Board met 8 times with executive sessions; directors, including Matlock, met 75%+ attendance threshold; Board conducts annual evaluations with third-party reviews (2024) .
- Alignment through director pay: Mix emphasizes equity via RSUs, dividend equivalents, and robust stock ownership guidelines; anti-hedging/pledging policy reinforces alignment .
- Compensation committee oversight: Committee (of which Matlock is a member in 2025) oversees executive pay-for-performance, succession, culture, and consultant independence; 2024 Say-on-Pay support was 97.3%—a strong confidence signal .
- RED FLAGS: None identified—independence confirmed; no related person transactions noted; attendance threshold met; anti-pledging/hedging rules in place; director compensation caps and one-year vesting minimums under the proposed 2025 plan strengthen governance .