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Director Compensation

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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 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 67 of the 2021 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 2020 Board service:

Compensation Elements 2020
Annual Cash Retainer $90,000
Board Non-Executive Chair Annual Cash Retainer $150,000
Board and Committee Fees None
Annual Committee Chair Cash Retainer $15,000
Annual Committee Member Cash Retainer
   Audit Committee $15,000
   Compensation and Nominating Committees $10,000
   Finance Committee $12,000
Annual Deferred Share Credit $160,000

The annual compensation to be provided in respect of 2021 remains unchanged from that provided in 2020.

Share Compensation
The most significant portion of non-employee Director compensation is the annual equity grant payable as an annual deferred share award. In 2020, each non-employee Director received a deferred share credit of $160,000 pursuant to the Director Deferred Stock Ownership Plan, with the exception of Lord Livingston, who joined the Board on September 30, 2020 and received a prorated share credit of $53,333, equal to 160.04 deferred cash credits, based on the length of his Board service. The $160,000 share credit in respect of fiscal year 2020 was credited as 480.12 deferred shares based on the closing price of the Company’s common stock on January 4, 2021 of $333.25. 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 2021, the Company has written agreements with Messrs. Haldeman, Schmoke and Thornburgh to receive all or part of their 2021 cash payments as deferred shares. The awards outstanding under this Plan as of December 31, 2020, further described on page 110 of the 2021 Proxy Statement, are as follows:

Name Number of Shares
Marco Alverà 2,245
William J. Amelio 483
William D. Green 12,120
Charles E. Haldeman, Jr. 20,877
Stephanie C. Hill 2,400
Rebecca Jacoby 5,142
Monique F. Leroux 2,675
Ian P. Livingston (a)
Maria R. Morris 2,675
Edward B. Rust, Jr. 74,083
Kurt L. Schmoke 46,018
Richard E. Thornburgh 11,352

(a) Lord Livingston joined the Board on September 30, 2020 and thus does not have any outstanding deferred share credits for service prior to 2020.

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 2021, 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.

As discussed on page 86 of the 2021 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. This program is generally available to all eligible employees. 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 2020, 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. 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.

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, subject to any restrictions under the Company’s Insider Trading Policy, and to hold such shares through his or her entire tenure as a Director. In compliance with the Company’s By-Laws, Lord Livingston has not yet acquired 400 shares since his appointment to the Board in September 30, 2020 due to restrictions under the Company’s Insider Trading Policy and will fulfill this requirement once the restrictions are lifted.

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, 2021, each Director was in compliance with the minimum holding requirement under the Company’s Non-Employee Director Stock Ownership Guidelines, except for Lord Livingston, who requires additional time to accumulate sufficient shares to satisfy his ownership requirement due to limited time in his current role.

The full policy can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com.


Source: Proxy Statement, filed March 29, 2021

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