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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:

Director Compensation Program
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 62 of the 2020 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 this 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 input from Pay Governance, the Committee recommended and the Board approved changes to the Director compensation program to take effect for Board service in fiscal year 2019.

The following table reflects the annual compensation to non-employee Directors for 2019 and the prior year:

Compensation Elements 2019 2018
Annual Cash Retainer $90,000 $70,000
Board Non-Executive Chair Annual Cash Retainer $150,000 $150,000
Board and Committee Fees None $1,500 for each Board meeting
$1,500 for each Committee meeting
Annual Committee Chair Cash Retainer $15,000 $15,000
Annual Committee Member Cash Retainer
   Audit Committee $15,000 None
   Compensation and Nominating Committees $10,000 None
   Finance Committee $12,000 None
Annual Deferred Share Credit $160,000 $150,000

The annual compensation to be provided in respect of 2020 remains unchanged from that provided in 2019.

Share Compensation
The most significant portion of non-employee Director compensation is the annual equity grant payable as an annual deferred share award. In 2019, each non-employee Director received a deferred share credit of $160,000 pursuant to the Director Deferred Stock Ownership Plan, with the exception of Mr. Amelio, who joined the Board in 2019 and received a prorated share credit of $133,333 based on the length of his Board service. The $160,000 share credit in respect of fiscal year 2019 was credited as 575.87 deferred shares based on the closing price of the Company’s common stock on January 2, 2020 of $277.84. 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 2020, the Company has written agreements with Messrs. Haldeman and Schmoke to receive all or part of their 2020 cash payments as deferred shares. The awards outstanding under this Plan as of December 31, 2019, further described on pages 107 and 108 of the 2020 Proxy Statement, are as follows:

Name Number of Shares
Marco Alverà  1,651 
William J. Amelio (a)  0 
William D. Green 10,996
Charles E. Haldeman, Jr. 19,188
Stephanie C. Hill  1,805 
Rebecca Jacoby 4,524
Monique F. Leroux 2,077
Maria R. Morris 2,077
Sir Michael Rake 23,982
Edward B. Rust, Jr. 72,904
Kurt L. Schmoke 44,870
Richard E. Thornburgh 10,684

(a) Mr. Amelio joined the Board in 2019 and thus did not receive any deferred share credits in 2019.

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 2020, the Company has written agreements to defer cash payments under this Plan with Mr. Schmoke. 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 2019.

As discussed on page 83 of the 2020 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.

Additionally, our Directors may participate in the charitable S&P Global Matching Gift Program, for a corporate matched contribution, generally on a standard dollar-for-dollar basis, up to a maximum participant donation of $5,000 (or the currency equivalent) in the aggregate per year. In 2019, the Company elected to double or triple the corporate matched contribution for charitable contributions made during certain periods of the year to a corporate match of up to $10,000 or, for participant donations to four specially designated foundations, $15,000, 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. In 2019, the Company made matching charitable contributions in the names of Messrs. Alverà and Thornburgh under the S&P Global Matching Gift Program.

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 March 3, 2020, 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 30, 2020

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