MSCI details Baer Pettit retirement and CEO Fernandez as President

MSCI Inc. announced that C.D.

Rhea-AI Filing Summary

MSCI Inc. announced that C.D. Baer Pettit has decided to retire from the company, triggering a staged leadership transition. He stopped serving as Chief Operating Officer on November 12, 2025, and will step down as President and as a member of the Board of Directors effective March 1, 2026. From March 1, 2026 through a date in the third quarter of 2026, he is expected to serve in an advisory role to help ensure a smooth handover of responsibilities. On March 1, 2026, Chief Executive Officer Henry A. Fernandez will also take on the title of President with no changes to his compensation, and the Board size will be reduced from twelve to eleven directors.

Insights

Corporate governance and leadership analyst

MSCI discloses a planned senior leadership transition centered on Baer Pettit’s retirement.

The company reports that C.D. Baer Pettit has chosen to retire, stepping down as Chief Operating Officer on November 12, 2025, and as President and director on March 1, 2026. This is framed as a planned transition, and he will remain involved under an advisory arrangement through a date in the third quarter of 2026 to support continuity.

Henry A. Fernandez, currently Chief Executive Officer, will assume the additional role of President effective March 1, 2026, with no change to his compensation. The Board also approved a reduction in its size from twelve to eleven directors as of that date. The disclosure focuses on titles, timing, and structure, without indicating changes to strategy or compensation, so the investment impact appears neutral and administrative in nature.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did MSCI (MSCI) announce in this 8-K?

The company announced that C.D. Baer Pettit has decided to retire. He ceased serving as Chief Operating Officer on November 12, 2025, and will step down as President and as a member of the Board of Directors effective March 1, 2026.

What role will Baer Pettit have at MSCI after stepping down as President and director?

MSCI intends to enter into an advisory service arrangement with C.D. Baer Pettit, under which he will provide certain advisory services from March 1, 2026 through a date in the third quarter of 2026 to support a smooth and orderly transition of his responsibilities.

Who will become President of MSCI after Baer Pettit’s retirement?

Henry A. Fernandez, MSCI’s Chief Executive Officer, will assume the additional role of President, effective March 1, 2026. The company states that there are no changes to his compensation in connection with this designation.

How will MSCI’s Board of Directors change as part of this transition?

In connection with the leadership changes, the Board has approved a reduction in its size from twelve to eleven directors, effective March 1, 2026.

Did MSCI issue a press release about Baer Pettit’s retirement?

Yes. On November 17, 2025, MSCI issued a press release titled “MSCI announces Baer Pettit to retire as President,” which is furnished as Exhibit 99.1 to the report under Item 7.01.

Is the MSCI press release about the leadership change considered filed for liability purposes?

The company states that the information furnished under Item 7.01, including Exhibit 99.1, is not deemed “filed” for purposes of Section 18 of the Exchange Act and is not subject to the liabilities of that section, nor is it incorporated by reference into other filings except where expressly referenced.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/17/2025 - 07:02 AM Learn about SEC filing dates

0001408198false00014081982025-11-122025-11-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2025

MSCI Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-33812

13-4038723

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7 World Trade Center,

250 Greenwich Street, 49th Floor,

New York,

New York

10007

(Address of principal executive offices) (Zip Code)

(212) 804-3900

(Registrant's telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			MSCI			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 12, 2025, Mr. C.D. Baer Pettit notified MSCI Inc. (the “Company”) of his decision to retire from the Company. Accordingly, and in connection with his planned retirement and in order to facilitate a smooth and orderly transition of his responsibilities, Mr. Pettit ceased serving in his position as Chief Operating Officer of the Company, effective November 12, 2025, and will cease serving in his positions as President and as a member of the Board of Directors of the Company (the “Board”), in each case effective March 1, 2026. The Company intends to enter into an advisory service arrangement with Mr. Pettit, pursuant to which, for the period from March 1, 2026 through a date in the third quarter of 2026, Mr. Pettit will provide certain advisory services to the Company to ensure a smooth and orderly transition of his responsibilities.

In addition, in connection with Mr. Pettit’s planned retirement, Mr. Henry A. Fernandez, the Company’s Chief Executive Officer, will assume the role of the Company’s President, effective March 1, 2026. There are no changes to Mr. Fernandez’s compensation in connection with this designation. In connection with the foregoing, the Board has approved a reduction in the size of the Board from twelve to eleven directors, effective March 1, 2026.

Item 7.01 Regulation FD Disclosure.

On November 17, 2025, the Company issued a press release regarding the leadership change described under Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

The information furnished under Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
Exhibit 99.1			Press Release of the Company, dated November 17, 2025, titled “MSCI announces Baer Pettit to retire as President”
Exhibit 104			Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MSCI Inc.
Date: November 17, 2025			By:			/s/ Henry A. Fernandez
			Name:			Henry A. Fernandez
			Title:			Chairman and Chief Executive Officer