Scott Crum
MSCIAbout Scott Crum
Scott A. Crum is Chief Human Resources Officer (CHRO) of MSCI, a role he has held since April 2014, and holds a BBA (industrial relations) from Southern Methodist University . He previously served as global head of HR at four public companies (Avon Products; Motorola Mobility; ITT; General Instrument), bringing deep large-cap HR leadership to MSCI . Mr. Crum is 68 years old per MSCI’s FY2024 Form 10-K executive roster . Company performance during the most recent three fiscal years shows operating revenues rising from $2.25B (2022) to $2.86B (2024) and net income from $870.6M (2022) to $1.11B (2024), while MSCI’s cumulative total investment value increased to 244 (base=100, 12/31/2019→12/31/2024), outpacing the S&P 500 at 197 over the same period .
Company performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Operating Revenues ($000s) | 2,248,598 | 2,528,920 | 2,856,128 |
| Net Income ($000s) | 870,573 | 1,148,592 | 1,109,128 |
Cumulative total investment value (base=100 at 12/31/2019)
| Index | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 |
|---|---|---|---|---|---|---|
| MSCI Inc. | 100 | 174 | 241 | 185 | 227 | 244 |
| S&P 500 | 100 | 118 | 152 | 125 | 158 | 197 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avon Products, Inc. | SVP HR & Chief People Officer | 2012–2013 | Global HR leadership at a public company |
| Motorola Mobility Holdings, Inc. | SVP & Chief People Officer | 2010–2012 | Global HR leadership at a public company |
| ITT Corporation | SVP & Director of HR | 2002–2010 | Global HR leadership at a public company |
| General Instrument Corp. | SVP Administration & Employee Resources | 1997–2000 | Senior HR leadership at a public company |
External Roles
No public-company board roles or external directorships disclosed for Mr. Crum in MSCI’s 10-K executive officer biographies reviewed .
Fixed Compensation
Summary Compensation Table items (cash-oriented lines) and totals
| Year | Base Salary ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 550,000 | 623,210 | 132,974 | 2,957,129 |
| 2023 | 550,000 | 724,920 | 83,436 | 3,208,636 |
| 2024 | 550,000 | 678,860 | 168,588 | 3,398,134 |
Notes:
- AIP target cash incentive (unchanged): $700,000 for 2022–2024 .
- “All Other Compensation” includes company 401(k) match ($25,740 in 2023) and dividend equivalents on certain awards as applicable .
Performance Compensation
Annual Incentive Plan (AIP) – Design and Payouts
Design for NEOs: 70% financial (Revenue, Adjusted EPS, Total Net Sales, Free Cash Flow), 20% KPIs, 10% DE&I/Sustainability; payout range 0–150% of target .
| Year | Target Cash Incentive ($) | Financial Payout (% of target) | KPI Payout (% of target) | DE&I / Sustainability (% of target) | Total Actual Cash Incentive ($) | Total as % of Target |
|---|---|---|---|---|---|---|
| 2021 | 700,000 | 138.2% | 110.0% | 110.0% | 908,050 | 129.7% |
| 2023 | 700,000 | 104.4% | 100.0% | 105.0% | 724,920 | 103.56% |
| 2024 | 700,000 | 94.3% | 100.0% | 110.0% | 678,860 | 96.98% |
Long-Term Incentives – Grants, Vesting, and Performance Outcomes
Annual equity grant structure for “other NEOs” (e.g., CHRO): 30% RSUs (service-vest), 35% PSUs (3-year TSR CAGR), 35% PSOs (3-year cumulative Revenue + Adjusted EPS), with RSUs cliff-vesting at 3 years and PSUs carrying a 1-year post-vest holding period; PSOs and PSUs feature performance multipliers (PSUs: 0–300%; PSOs: 0–200%) .
Key annual grant details for Mr. Crum
| Grant Year | RSUs (#) and Vesting | PSUs (Target #) and Metric | PSOs (Target #), Strike, Vesting, Metric | Grant-Date Fair Value ($) RSU | Grant-Date Fair Value ($) PSU | Grant-Date Fair Value ($) PSO |
|---|---|---|---|---|---|---|
| 2022 | 901; cliff vests 2/3/2025 | 996; TSR CAGR, 2/3/2022–2/2/2025 (0–300%) | 3,415; $549.83; vest on 3rd anniversary; 1/1/2022–12/31/2024 cumulative Revenue & Adjusted EPS (0–200%) | 495,397 | 577,969 | 577,579 |
| 2023 | 1,001; cliff vests 2/2/2026 | 942; TSR CAGR, 2/2/2023–2/1/2026 (0–300%) | 3,288; $554.52; vest on 3rd anniversary; 1/1/2023–12/31/2025 cumulative Revenue & Adjusted EPS (0–200%) | 555,075 | 647,568 | 647,637 |
| 2024 | — | — | — | — | 1,200,520 (stock awards) | 800,166 (option awards) |
Performance outcomes (recent cycles)
| Award | Performance Period | Metric Outcome | Payout % | Shares/Options to Crum | Vest Date |
|---|---|---|---|---|---|
| 2019 5-Year PSU | 2/6/2019–2/5/2024 | TSR CAGR 20.0% vs 10% target | 200% | 5,686 PSUs | 2/5/2024 |
| 2021 3-Year PSU | 2/3/2021–2/2/2024 | TSR CAGR 10.10% vs 10% target | 101% | 1,021 PSUs | 2/5/2024 |
| 2022 3-Year PSU | 2/3/2022–2/2/2025 | TSR CAGR 4.2% (below threshold) | 0% | 0 | — |
| 2022 3-Year PSO | 1/1/2022–12/31/2024 | Rev 0%; Adj. EPS 100%; payout 100% | 100% | 3,415 options | 2/3/2025 |
Equity Ownership & Alignment
Beneficial ownership snapshots
| As-Of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Mar 1, 2022 | 30,087 | —% (<1%) |
| Mar 1, 2023 | 19,666 | —% (<1%) |
| Feb 29, 2024 | 21,831 | —% (<1%) |
Outstanding (unvested) awards at 12/31/2022
| Instrument | Count/Terms | Valuation |
|---|---|---|
| PSOs (unexercised, unearned) | 3,415; strike $549.83; exp. 2/3/2032 | — |
| RSUs (unvested) | 2,321; vesting schedule: 508 (2/4/23), 406 (2/6/23), 506 (2/4/24), 901 (2/3/25) | $1,079,660 market value at $465.17 |
| PSUs (unvested, target basis) | 17,046 | $7,929,288 market/payout value |
Ownership policy, hedging/pledging, and holding requirements
- Stock ownership guidelines: other NEOs must hold equity equal to 8x base salary; executives must retain 50% of net shares from equity awards until meeting guidelines; all Executive Committee members, including NEOs, are in compliance as of the proxy dates .
- Anti-hedging and anti-pledging: MSCI prohibits all directors and employees, including NEOs, from hedging or pledging MSCI stock and from short sales or derivatives trading in MSCI stock .
Vesting/supply calendar considerations (potential selling pressure)
- RSUs cliff vest on the third anniversary (e.g., 2022 grant vests 2/3/2025; 2023 grant vests 2/2/2026) .
- PSUs and PSOs settle on 3-year cycles with clustering around early February after performance certification (e.g., PSOs/PSUs granted in early Feb typically complete performance/service by early Feb three years later) .
Employment Terms
Employment start date and role
- CHRO since April 2014 .
Severance and change-in-control economics (estimated; based on 12/29/2023 price inputs)
| Scenario | Equity at Target ($) | Cash Severance ($) | Benefits Continuation ($) |
|---|---|---|---|
| Involuntary Termination Without Cause (no CIC) | 5,470,827 | 2,604,120 | 77,129 |
| Death/Disability | 7,526,656 | — | — |
| Governmental Service | 1,608,143 | — | — |
| Termination Without Cause or for Good Reason following CIC | 7,526,656 | — | — |
Governance provisions
- Double-trigger vesting upon change in control; robust clawback policies that comply with and extend beyond Rule 10D-1; no excise tax gross-ups; no option repricing without shareholder approval .
Investment Implications
- Alignment and leverage to performance: Crum’s pay mix is highly variable, with AIP tied 70% to financial metrics (Revenue, Adjusted EPS, Total Net Sales, Free Cash Flow) and long-term awards tied to absolute TSR and multi-year Revenue/EPS, directly linking realized pay to MSCI’s growth, profitability, and shareholder returns .
- Execution signal from LTI outcomes: The 2022 PSUs paid 0% on below-threshold TSR (4.2%), while 2022 PSOs paid 100% (EPS target met; revenue target missed), reinforcing payout sensitivity to both market-based returns and operating execution; monitor TSR trajectory and multi-year Revenue/EPS progress into upcoming certification windows .
- Retention and supply dynamics: Three-year cliff vesting for RSUs and synchronized PSU/PSO cycles create predictable vesting events (notably early February), which can introduce episodic selling pressure; hedging/pledging is prohibited, and executives must retain 50% of net shares until meeting the 8x salary guideline, supporting long-term alignment .
- Risk mitigants: Double-trigger CIC, broad clawbacks, and no tax gross-ups reduce governance risk, while beneficial ownership levels (<1% individually) and compliance with stringent ownership guidelines temper concentration risk; watch AIP factor performance (Revenue, Adjusted EPS, TNS, FCF) and TSR vs targets as near-term compensation catalysts .