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Director Compensation


Directors who are employees of the Company receive no additional compensation for serving on the Board or its Committees.

The Company provides annual compensation to non-employee Directors as follows:

Cash Compensation
The annual cash compensation paid to our non-employee Directors in respect of 2018 was:

  • an annual cash retainer of $70,000;
  • $1,500 for each Board meeting attended;
  • $1,500 for each Committee meeting attended;
  • an annual cash retainer of $15,000 to the Chairs of Committees of the Board; and
  • an annual cash retainer of $150,000 to the non-executive Chairman of the Board.

Share Compensation
The most significant portion of non-employee Director compensation is the annual equity grant payable as an annual deferred share award. In 2018, each non-employee Director received a deferred share credit of $150,000 pursuant to the Director Deferred Stock Ownership Plan. The $150,000 share credit in respect of fiscal year 2018 was credited as 883.13 deferred shares based on the closing price of the Company’s common stock on January 2, 2019 of $169.85. The deferred share credits are payable in shares of the Company’s common stock following a Director’s termination of Board membership.

The Director Deferred Stock Ownership Plan also permits Directors to elect to receive all or part of their annual cash compensation in deferred shares of common stock in lieu of the cash payments. For 2019, the Company has written agreements with Messrs. Green, Haldeman and Schmoke to receive all or part of their 2019 cash payments as deferred shares. The awards outstanding under this Plan as of December 31, 2018, further described on pages 102 and 103 of the 2019 Proxy Statement, are as follows:

Name Number of Shares
Marco Alverà  749 
William D. Green 9,985
Charles E. Haldeman, Jr. 16,610
Stephanie C. Hill  901 
Rebecca Jacoby 3,589
Monique F. Leroux 1,170
Maria R. Morris 1,170
Sir Michael Rake 22,634
Edward B. Rust, Jr. 71,173
Kurt L. Schmoke 43,174
Richard E. Thornburgh 9,677

Other Director Plans and Other Compensation
In addition, Directors may elect to defer all or part of their annual cash compensation under the Director Deferred Compensation Plan. For 2019, the Company has written agreements to defer cash payments under this Plan with Messrs. Schmoke and Thornburgh. Interest is payable on the deferred cash amount at 120% of the applicable Federal Long-Term Rate, as prescribed by the Internal Revenue Service in December of the year prior to the year in which the Director compensation is credited.

Our non-employee Directors are also reimbursed for tuition and related expenses for continuing director education courses. Mr. Schmoke and Ms. Morris were reimbursed for tuition expenses in 2018.

As discussed on page 79 of the 2019 Proxy Statement, our Directors are eligible to participate in our director charitable matching program with respect to contributions made to the S&P Global PAC. Under the S&P Global PAC program, the Company contributes funds to a charitable organization of the Director’s choice that match the Director’s contribution to the S&P Global PAC, up to a maximum of $5,000 per annum. In 2018, the Company made matching charitable contributions under the S&P Global PAC program for Messrs. Rust and Schmoke.

Additionally, our Directors may participate in the charitable S&P Global Matching Gift Program, up to a maximum participant donation of $5,000 (or the currency equivalent) in the aggregate per year. In 2018, the Company elected to double the corporate matched contribution for charitable contributions made during certain periods of the year to a corporate match of up to $10,000 in the aggregate. This program is generally available to all our employees and Directors as well as retired employees or directors for up to three years following their retirement.

2019 Non-Employee Director Compensation Design Changes
The Nominating and Corporate Governance Committee, comprised of independent Directors, periodically reviews the competitiveness of the Company’s non-employee Director compensation based on pay practices among the Company’s Proxy Peer Group, as described on page 60 of the 2019 Proxy Statement, and broader general industry practices for similarly sized companies in the S&P 500. The Committee recommends any changes to the Director compensation program in connection with its review to the Board.

During 2018, the Committee engaged Pay Governance LLC, an independent compensation consultant, to review director compensation survey data and advise the Committee on changes, if any, to non-employee Director compensation. Based on the Committee’s review of the competitive market analysis and advice of Pay Governance, the Committee recommended replacing all Board and Committee meeting fees with a retainer-based pay design constructed to deliver market competitive total pay at median compensation levels and recognize the different service requirements of each Committee with standard Committee member retainers.

As a result of the Committee’s recommendation, the Board approved the following changes to take effect for Board service in fiscal year 2019:

  • Eliminated fees paid for attendance at Board and Committee meetings
  • Increased the annual cash retainer from $70,000 to $90,000 to compensate for elimination of Board meeting fees
  • Maintained the annual cash retainer of $15,000 for Committee Chairs
  • Introduced an annual cash retainer for Committee members at the following levels:
    • $15,000 for Audit Committee members
    • $10,000 for Compensation and Leadership Development Committee and Nominating and Corporate Governance Committee members
    • $12,000 for Financial Policy Committee members
  • Increased the annual equity grant from $150,000 to $160,000, subject to shareholder approval of the Director Deferred Stock Ownership Plan, as Amended and Restated, at the Annual Meeting.

We believe the changes to total Director compensation preserve our program’s emphasis on deferred equity compensation, which aligns the interests of our Directors with the financial performance of the Company and promotes long-term shareholder value.

Director Stock Ownership Guidelines

Under the Company’s By-Laws, each Director is required to own or acquire 400 shares of the Company’s common stock within 90 days of his or her election to the Board and to hold such shares through his or her entire tenure as a Director. Additionally, under the Company’s Non-Employee Director Stock Ownership Guidelines, each non-employee Director is required to own or acquire, within five years of election to the Company’s Board of Directors, shares of common stock of the Company (including deferred share units held under the Director Deferred Stock Ownership Plan) having a market value of at least five times (5x) the annual cash retainer for serving as a Director of the Company at all times during his or her tenure.

Based on the holdings of shares and deferred share units under the Director Deferred Stock Ownership Plan, as of February 26, 2019, each Director was in compliance with the minimum holding requirement under the Company’s Non-Employee Director Stock Ownership Guidelines (taking into account the applicable five-year transition period).

The full policy can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at

Source: Proxy Statement, filed March 25, 2019

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