Director Independence
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The Board has determined that all of the Company’s current Directors and Directors who served during 2025, 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 Peterson (the Company’s Former President and Chief Executive Officer through November 1, 2024, Former Senior Advisor through December 31, 2025 and Former Director through May 7, 2025), have met the independence requirements of the New York Stock Exchange (“NYSE”) based upon the Board’s review of Director independence and application of the 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, the Board evaluated the members of the Audit Committee and determined that each member satisfies the additional Securities and Exchange Commission (“SEC”) and NYSE independence requirements for Audit Committee members, 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 all factors that could potentially interfere with the ability of each Director to exercise independent judgment in carrying out his or her Board responsibilities, including transactions between the Company and companies with which our Directors are affiliated that were entered into in the ordinary course of business and on comparable terms as transactions with other similarly situated parties.
Source: S&P Global’s Proxy Statement, filed with the SEC on March 31, 2026
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