Director Independence
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The Board has determined that all of the Company’s current Directors and Directors who served during 2024, with the exception of Ms. Martina Cheung (the Company’s current President and Chief Executive Officer, effective as of November 1, 2024) and Mr. Douglas L. Peterson (the Company’s President and Chief Executive Officer through November 1, 2024 and current Senior Advisor), have met the independence requirements of the NYSE based upon the application of objective categorical standards adopted by the Board.
To be considered independent, a Director must have no material relationship (other than as a Director) with the Company, or any of its subsidiaries, either directly or as a partner, shareholder or officer of an organization that has a material relationship with the Company or any of its subsidiaries. In making independence determinations, the Board broadly considers all relevant facts and circumstances.
In addition, members of the Audit Committee are also required to satisfy the SEC and NYSE independence requirements, which provide that they may not be affiliates and may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than their directors’ compensation. The Board evaluated each member of the Compensation and Leadership Development Committee (the “Compensation Committee”) under the additional SEC and NYSE compensation committee member standards and also determined that these members qualify as “non-employee directors” (as defined under Rule 16b-3 under the Securities Exchange Act of 1934).
Additional Information Regarding Director Independence
In making its independence determinations with respect to our Directors, the Board considered the following transactions that the Company engages in from time to time with organizations in which our independent Directors serve as executive officers or otherwise have a material interest:
Lockheed Martin Corporation. Ms. Stephanie Hill serves as President, Rotary and Mission Systems of Lockheed Martin Corporation. In 2024, the Company and its Ratings, Market Intelligence, and Indices divisions provided Lockheed Martin Corporation credit rating services, data, subscription and license fees for publications, and index and data license fees.
Tree Energy Solutions GmBH. Mr. Marco Alverà serves as the Group Chief Executive Officer and is an investor of Tree Energy Solutions GmBH. In 2024, the Company and its Commodity Insights division provided Tree Energy Solutions GmBH commodities data and subscriptions.
These transactions are entered into in the ordinary course of business and on terms that are substantially equivalent to those prevailing at the time for comparable transactions with other similarly situated customers or vendors of the Company.
In making its independence determinations with respect to our Directors, the Board reviews the materiality of these transactions not only from the standpoint of such Directors but also from the standpoint of the organizations in which they serve. Based on this review, the Board has concluded that these transactions do not interfere with the ability of such Directors to exercise independent judgment in carrying out their Board responsibilities.
Source: S&P Global’s Proxy Statement, filed with the SEC on March 25, 2025
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