SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Securities Exchange Act of 1934 (Amendment
(Amendment No. )
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New York, NY 10041-0003
10041-0003
25, 2019
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Charles E. Haldeman, Jr.
| | | Douglas L. Peterson President and Chief Executive Officer | |
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| 55 Water Street
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Thursday, May 9, 2019
To Be Held Wednesday, April 26, 2017Wednesday, April 26, 2017Thursday, May 9, 2019, at11:00 a.m. (EDT)at55 Water Street, New York, New York, 10041. At the Annual Meeting, shareholders will be asked to:
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Items of Business | | | | Board’s Recommendation | | ||||
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| 1. Elect 12 Directors; | |
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| 2. Approve, on an advisory basis, the executive compensation program for the Company’s named executive officers, as described in this Proxy Statement; | | | FOR |
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| 3. Approve the Company’s | | | FOR |
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| 4. Approve the Company’s Director Deferred Stock Ownership Plan, as Amended and Restated; | | | | FOR | | |||
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| 5. Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for | | | FOR |
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| Consider any other business, if properly raised. | | | |
Only2018.
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS: This Notice of Annual Meeting and Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2018 are available on the Internet at http://investor.spglobal.com/Annual-Meeting-Proxy-Materials/Index?KeyGenPage=1073751594. | |
Whether or not you plan to attend the Meeting, your vote is very important.
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| The Internet | | | | Signing and Returning a
| | | | Toll-Free Telephone | |
| | In Person Meeting | |
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If you plan to attend the Annual Meeting in person and you are a beneficial owner, you will need proof of beneficial ownership of the Company’s common stock as of the record date in order to enter the Annual Meeting. If you are unable to attend the Annual Meeting in New York, please join us via live webcast on the Company’s website at www.spglobal.com.
Katherine J. Brennan
Senior Vice President, DeputyDirectors,
& Corporate Secretary
March 13, 2017
25, 2019
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Follow the Internet voting instructions included on the Notice or proxy card you received. You may vote at any time up until 11:00 a.m. (EDT) on May 9, 2019.
•“FOR”the 12 nominees to the Board;•“FOR”approval, on an advisory basis, of the executive compensation program for the Company’s named executive officers;•“1 YEAR”for the frequency on which, on an advisory basis, the Company conducts an advisory vote on the executive compensation program for the Company’s named executive officers with a frequency of every one year; and•“FOR”the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for 2017.2 2017 Proxy Statement
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Shareholders
voting system.
18, 2019.
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allocated to your account under one of these Plans, you may vote your shares held in these Plans as of March 6, 201718, 2019 by mail, by telephone or via the Internet. Instructions are provided on the proxy card you received from Computershare. Computershare must receive your instructions by 2:00 p.m. (EDT) on April 24, 2017May 7,
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Item Three – The advisoryaffirmative vote on the frequency of the advisory vote onholders of a majority of the executive compensation program forvotes cast is required to approve the Company’s named executive officers is anon-binding vote2019 Stock Incentive Plan. Abstentions, if any, will be counted against this proposal, and the Company will consider the results of the vote in determining whether to hold the advisory vote on the executive compensation program for the Company’s named executive officers every one, two or three years. Abstentions and brokernon-votes, if any, will not be counted in favoreither for or against this proposal.
1934, to be included. 20, 2019.20182020 Annual Meeting?The Company’s 2018 Annual Meeting is currently scheduled for April 25, 2018. 5:00 p.m. (EST) on November 13, 2017.20, 2019. Proposals should be addressed to the Corporate Secretary, c/o Office of the General Counsel, S&P Global Inc., 55 Water Street, New York, New York 10041-0003 or by sending an e-mail to the Corporate Secretary at corporate.secretary@spglobal.com. If you submit a proposal, it must comply with applicable laws, including Rule14a-8 of the Securities Exchange Act of 1934.14, 2017,21, 2019, and no later than November 13, 2017.December 27, 2017January 10, 2020 and no later than January 26, 2018.February 9, 2020. This notice must comply with applicable laws and the Company’sBy-Laws. Copies of theBy-Laws are available to shareholders free of charge on request to the Corporate Secretary, c/o Office of the General Counsel, S&P Global Inc., 55 Water Street, New York, New York 10041-0003 or by sending an e-mail to the Corporate Secretary at corporate.secretary@spglobal.com. You may also download theBy-Laws from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com.usage and telephone charges from your Internet service provider, as well as any costs incurred in printing documents, will be your responsibility.20172019 proxy voting period, the Internet voting systems will automatically provide shareholders the option to consent to electronic delivery of future years’ materials. 2017 Proxy Statement 5
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telephone charges or charges from your Internet service provider.20162018 Annual Report or this Proxy Statement at no charge, please call us toll-free at(866) 436-8502, or send ane-mail to investor.relations@spglobal.com, or write to: Investor Relations, S&P Global Inc., 55 Water Street, New York, New York 10041-0003. We will promptly deliver to you the documents you requested. Please make your request for documents on or before April 13, 201725, 2019 to facilitate timely delivery of the documents to you prior to the Annual Meeting.2, 2017.15, 2019. To view thisForm 8-K online, log on to the Company’s Investor Relations website at http://investor.spglobal.com, and click on the SEC Filings link.
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The Company’s normal retirement age for Directors is 72. Based on the recommendation of the Nominating and Corporate Governance Committee, this policy was waived last year with respect to. Sir Winfried Bischoff. Sir Winfried BischoffMichael Rake will retire from the Board at the 2017 Annual Meeting and will not stand forre-election at the Meeting. Ms. Ochoa-Brillembourg will also retire from the Board at the 20172019 Annual Meeting and will not stand for re-election at the meeting.
Meeting.
| Accountability | | | | Board Independence and Refreshment | | | | Compensation and Risk Management | |
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| Annual elections for directors. | | | | Independent Chairman of the Board. | | | | Equity Ownership Requirements for directors and executive officers. | |
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| Majority voting in uncontested director elections. | | | | All nominees except our CEO are independent. | | | | “Double trigger” vesting of equity-based awards upon a change-in-control. | |
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| Special meeting rights for shareholders holding 25% or more of the voting stock. | | | | Executive sessions of independent directors every Board meeting. | | | | Pay recovery policy or “clawback” applicable to executives and employees under Company policy and S&P Global Ratings policy. | |
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| Proxy access right for a shareholder or a group of up to 20 shareholders holding at least 3% of our outstanding shares for at least three years to nominate up to two directors or 20% of the Board, whichever is greater. | | | | Our Director nominees include one new Director and have an average tenure of 6.5 years. | | | | Anti-hedging and anti-pledging policy for directors and executive officers. | |
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| Annual performance evaluations of the Board, each Committee, the Chairman of the Board, each Committee Chair and each Director. | | | | Retirement age prevents directors from standing for re-election after reaching age 72. | | | | Risk oversight by the Board and Committees, including human capital management, succession planning, technology and cybersecurity. | |
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. We believe that diversity is an important attribute of a well-functioning Board. While diversity can be measured in many ways, we note that our 12 Director nominees include 4 women and 2 African-Americans.
. The Company’s By-Laws allow shareholders of record of twenty-five percent (25%) or more of the voting power of the Company’s outstanding common stock to call a special meeting.
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. A shareholder, or group of up to 20 shareholders, owning continuously for at least three years shares of common stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in the Company’s Proxy Statement director nominees constituting up to two individuals or twenty percent (20%) of the Company’s Board of Directors, whichever is greater.
Succession Planning | ✔ Board Talent Agenda. In 2018, the full Board reviewed specific talent management topics as standing agenda items at four out of seven of its scheduled meetings. Compensation Practices ✔ “Double-Trigger” Condition for Vesting of Equity-Based Awards upon a Change-in-Control. Awards granted under the Company’s 2002 Stock Incentive Plan are subject to “double-trigger” treatment in the case of a change-in-control. Additional information can be found in our Compensation Discussion and Analysis section, beginning on page 50 of this Proxy Statement. ✔ Pay Recovery Policy. The Company may recover (or “clawback”) cash incentive and long-term incentive award payments received by covered active and former employees and executives under various circumstances, including misconduct and financial restatements, under the applicable Company policy and S&P Global Ratings policy. Additional information can be found beginning on page 82 of this Proxy Statement. Equity Ownership Requirements ✔ Senior Executive |
Compensation Practices
Equity Ownership Requirements
. The Company maintains equity ownership standards requiring senior management to hold shares or stock units of our common stock with a value equal to a multiple of base salary. Unless the Compensation and Leadership Development Committee determines that a financial hardship exception applies, until the guidelines for ownership levels are attained, senior executives must retain one-hundred percent (100%) of the net shares received (after payment of taxes
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New York Stock ExchangeNYSE 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.a separatethe SEC and NYSE independence requirement,requirements, which providesprovide 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 Committee under the additional SEC and NYSE compensation committee member standards and also determined that these members qualify as“non-employee “non-employee directors” (as defined under Rule16b-3 under the Securities Exchange Act of 1934) and as “outside directors” (as defined in Section 162(m) of the Internal Revenue Code).•Cisco Systems, Inc. Ms. Rebecca Jacoby is the Senior Vice President of Operations at Cisco Systems, Inc. Cisco Systems, Inc. provides the Company and its divisions with network and telecommunications equipment and services from time to time. The Company and its divisions provide the following types of products and services from time to time to Cisco Systems, Inc.: credit ratings services, index services and data subscriptions and licensing of publications.•Lockheed Martin Corporation. Ms. Stephanie C. Hill is the Vice President & General Manager of Lockheed Martin’s Cyber, Ships & Advanced Technologies (CSAT) line of business for Rotary and Mission Systems. The Company and its divisions provide the following types of products and services from time to time to Lockheed Martin Corporation: credit ratings services, index services and data subscriptions and licensing of publications.•MetLife, Inc. Ms. Maria R. Morris is the Executive Vice President leading MetLife, Inc.’s Global Employee Benefits business. The Company and its divisions provide the following types of products and10 2017 Proxy Statement
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Meeting, other than Mr. Kurt Schmoke due to an unavoidable pre-existing commitment.
In the future, if the Chairman is not an independent director, our Corporate Governance Guidelines require that an independent director be designated as presiding director to lead the executive sessions of the independent directors at Board meetings, consult on committee selection, and communicate the annual
| Independent Chairman Role | |
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| ✔ Approves agendas for Board meetings. | |
| ✔ Serves as a liaison and facilitates dialogue between independent directors and the Chief Executive Officer. | |
| ✔ Keeps independent directors informed between Board meetings. | |
| ✔ Leads annual evaluations of the Chief Executive Officer with the Chair of the Compensation and Leadership Development Committee. | |
| ✔ Oversees the Nominating and Corporate Governance Committee’s administration of annual Board and Director evaluations. | |
| ✔ Chairs executive sessions of independent directors. | |
Its Committees
Audit Committee
The Audit Committee considersreceives a biannual update from the Company’s Enterprise Risk Management and also risks related to financial reporting and internal control risks. The Committee discusses with management, the Company’s chief audit
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executive,Chief Information Officer and the Company’s independent external auditor: (a) current business trends affectingChief Information Security Officer.
Compensation and Leadership Development Committee
The Compensation and Leadership Development Committee considers risks relatedreviews the various components of our compensation program to compensation policies and practices and incentive-related risks. The Committee establishes performance metrics that reward our executives for creating shareholder value, and establishes goals and payment schedules for each metric that are designed to provide a balance to motivate the achievementdetermine whether any aspects of the established goals without the need forprogram encourage excessive or inappropriate or excessive risk taking.risk-taking. In addition, the Committee reviews and assesses plan design, performance metrics, and goals for the annual incentive plans within the Company’s divisions to ensure that their designs are appropriately aligned with business and regulatory considerations and do not encourage inappropriate or excessive risk taking.
In 2017,2019, management updated its prior review of the Company’s incentive compensation plans as well as the Company’s other compensation policies and practices regarding whether the Company’s compensation plans, programs and policies encourage excessive risk taking and determined that the Company’s compensation plans, programs and policies do not encourage excessive risk taking and are not reasonably likely to have a material adverse effect on the Company. Management then reviewed these findings with the Committee who concurred. Pay Governance LLC, the Committee’s independent compensation consultant, also advised the Committee on this matter and concurred inwith these findings and conclusions.
Financial Policy Committee
The Financial Policy Committee oversees financial risks, with particular emphasis on the Company’s financial
position, its capital structure, its dividend policy, its share repurchase policy
Succession Planning
The Nominating
The CompensationSession and Leadership Development Committee oversees the process for succession planning for senior management positions from a talent management perspective. The Compensation and Leadership Development Committee holds a formal succession planning and talent review session annually which includes succession planning for all senior management positions, and the Chief Executive Officer presents an overview toat Director-only Board dinners.
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In 2017, the full Board addedreviewed specific talent management topics as standing agenda items at four out of sixseven of its scheduled in-person meetings.
The Board is responsible for selecting all membersalso gives careful consideration to:
the Committee with the full Board and Mr. Amelio met with the Board and certain members of management, including the CFO and General Counsel, prior to his recommendation for election to the Board. The Committee and the Board believe that Mr. Amelio will contribute valuable insights and perspective on technology, international operations in strategic markets and executive leadership gained through his experience serving in leadership roles in Asia Pacific and the technology sector. The Board unanimously recommend that Mr. Amelio be elected to the Board at this year’s Annual Meeting.
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The
| | | | MARCO ALVERÀ, 43 | |
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| | | | WILLIAM J. AMELIO, 61 | | |||
Independent Director Since: 2019 Board Committees: None Other Current Listed Company Directorships: Avnet, Inc. | | | Career Highlights Mr. Amelio is the Chief Executive Officer of Avnet, Inc., a global leader of electronic components and services, and has served on Avnet’s board of directors since 2014. Prior to his appointment as CEO of Avnet, he served as Chief Executive Officer of CHC Group, a global helicopter services provider. Mr. Amelio also served as the President and Chief Executive Officer of Lenovo Group Limited. In addition, his experience includes a number of leadership roles in the global technology sector, including serving as senior vice president and president of Dell in Asia Pacific and Japan, as well as roles at NCR Corporation, Honeywell International and IBM. Mr. Amelio previously served on the board of directors of National Semiconductor. Other Professional Experience and Community Involvement He is a co-founder and Chairman of Caring for Cambodia, a nonprofit organization that works to educate the children of Cambodia through building schools, training teachers and providing for basic human needs. Mr. Amelio holds a Master’s degree in management and is a Sloan Fellow of the Stanford Graduate School of Business. He earned a Bachelor’s degree in chemical engineering from Lehigh University. |
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| Skills and Qualifications We believe Mr. Amelio’s qualifications to sit on our Board of Directors include his extensive experience in various segments of the technology industry, his global perspective gained through leadership positions in Asia Pacific, as well as his executive leadership and operational experience developed while serving in leadership roles in the technology sector. | |
| | | | WILLIAM D. GREEN, 65 | |
| Independent Director Since:2011 Board Committees: Compensation and Leadership Development (Chair) Executive Nominating and Corporate Governance
Other Current Listed Company Directorships: Dell Technologies, Inc. GTY Govtech Inc. Inovalon Holdings, Inc. Pivotal Software, Inc. | | | ||
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| | | | CHARLES E. HALDEMAN, JR., 70 | | |
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| STEPHANIE C. HILL, 54 | | |||
| Independent Director Since: 2017 Board Committees: Audit Compensation and Leadership Development Other Current Listed Company Directorships: None | |
| Career Highlights Ms. Hill Other Professional Experience and Ms. Hill sits on the Ms. Hill graduated with high honors from the University of Maryland, Baltimore County with a Bachelor of Science degree in Computer Science and Economics; the university also recognized her with an honorary doctorate in 2017. | |
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| | | | REBECCA JACOBY, 57 | | |
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| MONIQUE F. LEROUX, 64 | | |||
| Independent Director Since: 2016 Board Committees: Audit Compensation and Leadership Development Other Current Listed Company Directorships: Alimentation Couche-Tard Inc. BCE Inc. Compagnie Générale des Etablissements Michelin | |
| Career Highlights Ms. Leroux Other Professional Experience and Community Involvement Companion of the | |
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| MARIA R. MORRIS, 56 | | |||
| Independent Director Since: 2016 Board Committees: Audit (Chair) Executive Financial Policy Other Current Listed Company Directorships: Wells Fargo & Company | |
| Career Highlights Ms. Morris served on MetLife’s Executive Group for almost a decade (retired September 2017), Other Professional Experience and Community Involvement In addition to her executive roles, Ms. Morris | |
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| | | | DOUGLAS L. PETERSON, 60 | | |||
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Previously, Mr. Peterson was the Chief Operating Officer of Citibank, N.A., Citigroup’s principal banking entity that operates in more than 100 countries. Mr. Peterson was with Citigroup for 26 years, during which time he Community Involvement | | ||||
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| | | | EDWARD B. RUST, JR., 68 | | |
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Nominating and Corporate Governance (Chair) Compensation and Leadership Development Executive Other Current Listed Company Directorships: Caterpillar Inc. Helmerich & Payne Inc. | | | |||
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| | | | KURT L. SCHMOKE, 69 | | |
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| | | | RICHARD E. THORNBURGH, 66 | | |||
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recommending
recommending
determining
making
reviewing
the
the
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the
the
the critical
dutiesprimary responsibilities include, among other matters:establishingCompany;establishing and approvingCompany, including conducting periodic reviews of the compensationphilosophy to be paid toensure it supports the Company’s senior management;administeringplans;plans, including the Key Executive Short-Term Incentive Compensation Plan, the 2002 Stock Incentive Plan, and all other compensation and benefits plans in which the Company’s senior management participates;establishing
reviewing
Processes and Procedures for Determining Executive Compensation
The Compensation and Leadership Development
The Committee is responsible for approving all matters concerning the Company’s total compensation philosophy, including conducting periodic reviews of the philosophy to ensure it supports the Committee’s objectives and shareholder interests. The Committee is responsible for administering and interpreting the Key Executive Short-Term Incentive Compensation Plan, the 2002 Stock Incentive Plan and all other compensation and benefits plans in which the Company’s senior management participates.
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The Committee annually reviews and approves the corporate goals and objectives for the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of those goals and objectives, establishes the Chief Executive Officer’s total compensation and refers its recommendations to the independent Directors of the Board of Directors for ratification.
The Committee annually reviews and approves the individual compensation actions for the direct reports to the Chief Executive Officer (including the other named executive officers). Below this level, the Committee approves the overall design of the total executive compensation program and delegates the discretion to approve individual compensation decisions to the Chief Executive Officer. The other named executive officers, who are identified on page 33 of this Proxy Statement, recommend compensation actions for the senior executives in their organizations and these compensation actions are then approved by the Chief Executive Officer.
Advisors
The Company has an Executive Committee currently comprised of six Directors that has been established by the Board of Directors. The Chairman of the Board serves as the Chairman of the Executive Committee.
The Chairman of the Board serves as the Chairman of the Executive Committee.
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on the Company’s financial position, its capital structure,allocation philosophy, its dividend policy, its share repurchase policy and its capital expenditure program. The Board of Directors appoints the Committee Chair and determines which Directors serve on the Committee.
The Financial Policy Committee’s dutiesprimary responsibilities include, among other matters:
reviewing
reviewing
reviewing
Board | Audit | Compensation Development | Executive | Financial Policy | Nominating & Corporate Governance | |||||||||||||||||||
Sir Winfried Bischoff | ||||||||||||||||||||||||
William D. Green | Chair | |||||||||||||||||||||||
Charles E. Haldeman, Jr. | Chair | |||||||||||||||||||||||
Rebecca Jacoby | ||||||||||||||||||||||||
Monique F. Leroux | ||||||||||||||||||||||||
Maria R. Morris | ||||||||||||||||||||||||
Robert P. McGraw | ||||||||||||||||||||||||
Hilda Ochoa-Brillembourg | ||||||||||||||||||||||||
Douglas L. Peterson | ||||||||||||||||||||||||
Sir Michael Rake | Chair | |||||||||||||||||||||||
Edward B. Rust, Jr. | Chair | |||||||||||||||||||||||
Kurt L. Schmoke | ||||||||||||||||||||||||
Sidney Taurel | ||||||||||||||||||||||||
Richard E. Thornburgh | Chair | |||||||||||||||||||||||
Number of 2016 Meetings | 8 | 10 | 7 | 0 | 8 | 6 | ||||||||||||||||||
the Board.
| | | | Audit | | | Compensation and Leadership Development | | | Executive | | | Financial Policy | | | Nominating and Corporate Governance | |
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| Marco Alverà | | | | | | | | | | | | | | | ||
| William D. Green | | | | | Chair | | | | | | | | | |||
| Charles E. Haldeman, Jr.★ | | | | | | | | Chair | | | | | | |||
| Stephanie C. Hill | | | | | | | | | | | | | | | ||
| Rebecca Jacoby | | | | | | | | | | | | | | | ||
| Monique F. Leroux | | | | | | | | | | | | | | | ||
| Maria R. Morris | | | Chair | | | | | | | | | | | | ||
| Douglas L. Peterson | | | | | | | | | | | | | | | | |
| Sir Michael Rake | | | | | | | | | | | | | | | ||
| Edward B. Rust, Jr. | | | | | | | | | | | | Chair | | |||
| Kurt L. Schmoke | | | | | | | | | | | | | | | ||
| Richard E. Thornburgh | | | | | | | | | | Chair | | | | | ||
| Number of 2018 Meetings | | | 10 | | | 8 | | | 0 | | | 6 | | | 7 | |
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Hartford Accident & Indemnity.
As2019.
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into a letter agreement under which Mr. McGraw’s honorary title as Chairman Emeritus was confirmed and he agreed to provide the Company’s Board of Directors with written quarterly reports outlining global trade developments which may present potential opportunities for the Company. Beginning on such date and ending on April 29, 2019, Mr. McGraw will be: (1) provided with reasonable office accommodations and two full-time support staff and (2) transported by a Company-provided vehicle driven by a member of the Company’s security group for travel within the New York metropolitan area. Mr. McGraw was also provided with one Company employee to assist him with global free trade activities during his current term as Chairman of the International Chamber of Commerce, which ended on June 15, 2016 when he became Honorary Chairman. The total costs and expenses incurredExecutive Vice President, Public Affairs, Courtney Geduldig, is employed by the Company from January 1, 2016 through December 31, 2016as an executive within the Company’s Ratings business. During 2018, he received cash compensation of approximately $1,082,000 (including base salary and incentive cash compensation) as well as equity compensation consisting of restricted share units and performance share units, with an aggregate grant date fair value of approximately $350,000. In 2018, Mr. Heusler participated in connection withour employee benefit plans on the foregoing arrangements were $1,696,402.
same basis as other similarly situated employees.
data subscriptions.
The Board assesses annually the performance and effectiveness of the Board and its Committees (“Committees”). The Nominating and Corporate Governance Committee oversees the evaluation process, including determining the format, and presents to the Board the results of the self-evaluations to identify opportunities to enhance effectiveness. Self-evaluation topics generally include, among other matters, Board composition and structure, meeting topics and process, information flow, Board oversight of risk management and strategic planning, succession planning and access to management. The Board discusses the results of each annual self-evaluation and, as appropriate, implements enhancements and other modifications identified during the self-evaluation.
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EXECUTIVE COMPENSATION MATTERS
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| | I. EXECUTIVE SUMMARY AND | | |||||||||
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| | II. COMPENSATION FRAMEWORK | | |||||||||
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| | III. ASSESSING PERFORMANCE AND DETERMINING COMPENSATION | | |||||||||
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| | IV. CEO AND NEO COMPENSATION | | |||||||||
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| | V. RISK MANAGEMENT AND GOVERNANCE FEATURES | | |||||||||
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Douglas L. Peterson | | | President and Chief Executive Officer (“CEO”) | | |||
| Ewout L. Steenbergen | | EVP, Chief Financial Officer (“CFO”) | ||||
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| John L. Berisford | | | President, S&P Global Ratings | |||
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| Michael A. Chinn (1) | | | President, S&P Global Market Intelligence and EVP, Data and Technology Innovation, S&P Global | | ||
| Alexander J. Matturri | | | Chief Executive Officer, S&P Dow Jones Indices | |||
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highest qualityhighest-quality talent to our executive ranks and retain these individuals by rewarding excellence in leadership and success in the implementation of our business strategy while driving shareholder value.
In 2016,2018, S&P Global increased its share price by 9%Global’s total shareholder return was approximately 1%, which exceeded the 4% decline in the return of the overall market and was generally in line withless than the share price performance13% return of our Form 10-K peer group and the overall market.group. As indicated in the performance graph to the right, our cumulative total shareholder return during the previous five years is 13%11% higher than our Form 10-K peer group and 37%54% higher than the performance indicator of the overall market (i.e., S&P 500).
5120112013, and total return includes reinvestment of dividends through December 31, 2016.2018. Reflects peer group used in the Company’s Form10-K filed with the SEC on February 9, 2017.13, 2019. 2017 Proxy Statement 33COMPENSATION DISCUSSION AND ANALYSIS (continued)
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Increased engagement with customers,end-users, market participants, industry leaders, policy makersthat advanced our Company medium- and regulators through our brandroll-out.
Progress towards optimizinglonger-term strategy to Power the Company’s portfolio, including the successful divestitureMarkets of the J.D. Power, Standard & Poor’s Securities Evaluations, Inc. (“SPSE”)Future include:
Completed selective acquisitionsopportunities for long-term growth in S&P Dow Jones Indices (TruCost Plc),emerging markets through plans for our Ratings business to enter the domestic Chinese bond market and the development of machine-learning tools to provide greater transparency to Chinese capital markets by S&P Global Platts (PIRA Energy GroupMarket Intelligence.
Positive headwaymore reliable, nimble processes and market tools to enhance the customer experience and provide actionable intelligence, including through the launch of Ratings360™, RatingsDirect™ on the SNL integration effortsMarket Intelligence Platform and Platts LNG Service.
2016
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In the graphic to the right, we have shown Target Total Direct Compensation (“TDC”), which is equal to the aggregate of base salary, target annual incentive award opportunity |
Say-on-Pay and Engagementlong-term incentive grants, assuming target performance, for our CEO, Mr. Peterson, in 2017, 2018, and 2019. As discussed in further detail in the “Setting Compensation” section beginning on page 59 of this Proxy Statement, in consultation with Shareholders
the independent compensation consultant, the Compensation Committee considered several factors such as individual performance and market competitiveness and approved an 11.7% increase in Mr. Peterson’s target TDC for 2019 as compared to 2018.
year during our shareholder engagement efforts.
Power the Markets of the Future by promoting and enhancing our development in the key strategic areas of finance, customer, operations and people. In connection with the integrated operating strategy and key business objectives, we also introduced a balanced scorecard approach to the STIC program to reward, measure and track progress against our operating plan.
For 2016, the Compensation Committee also increased the CEO share ownership guideline from five times (5x) to six times (6x) base salary to require a more meaningful level of ownership in keeping with2002 Stock Incentive Plan and incorporates additional corporate governance best practices andto further align our equity compensation program with the interestinterests of our shareholders, including by removing “liberal” share counting provisions. See “Item Three — Proposal to Approve of the CEO with thoseCompany’s 2019 Stock Incentive Plan” beginning on page 114 of this Proxy Statement for more details regarding these and other plan changes.
Key prior executive compensation program design changes are highlighted on page 4362 of this Proxy Statement.
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Alignment with Shareholders (What We Do) | | |||||||||||||||||
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COMPENSATION PRACTICE | | | | COMPANY POLICY | | | | MORE DETAIL | | |||||||||
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| ✔ | | | | Pay-for- Performance & | | | | Approximately Long-term incentive compensation opportunities for NEOs are equity-based and tied to business plan performance metrics. | | | | | |||||
| ✔ | | | | Robust Stock Ownership Guidelines | | | | We have meaningful stock ownership guidelines for our Directors and executive officers. The executive guidelines also require 100% retention until the guidelines are met and a six-month holding policy for stock options after exercise. | | | | | |||||
| ✔ | | | | Annual Shareholder
| | | | We value our shareholders’ input and seek an annualnon-binding advisory vote from shareholders on our executive compensation program for our named executive officers. | | | | ||||||
| ✔ | | | | Shareholder Outreach and Input | | | | Our outreach program gives institutional shareholders the opportunity to provide ongoing input on our programs and policies. We carefully reviewsay-on-pay results and all shareholder feedback when structuring executive compensation. | | | | | |||||
| ✔ |
| | | Clawback Policy | | | | Our clawback policy gives us the right to recoup and cancel cash incentive and long-term incentive award payments received by covered active and former employees under various circumstances, including misconduct and financial restatements. | | | | Pg. | | ||||
| ✔ | | | | Anti-Hedging and Anti-Pledging Policy | | | | Our anti-hedging and anti-pledging policy prohibits Directors, officers and other designated employees from engaging in hedging and pledging transactions related to Company stock. | | | | Pg. | |
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Sound Governance Practices (What We Don’t Do) | | |||||||||||||||||
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COMPENSATION PRACTICE | | | | COMPANY POLICY | | | | MORE DETAIL | | |||||||||
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| ✗ | | | | No Single Trigger Change-in-Control | | | | Our Long-Term Incentive Plan awards are subject to “double-trigger” treatment in the case of achange-in-control (i.e., unvested awards are accelerated only if there is both achange-in-control and an involuntary termination of employment). | | | | ||||||
| | | | | | | We do not provide excessive executive perquisites to our NEOs and we believe our limited perquisites are reasonable and competitive. | | | | | |||||||
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| ✗ | | | | No Tax Gross-Ups | | | | We do not provide taxgross-ups in connection with any perquisites or in the event of any “golden parachute payment” in connection with achange-in-control. | | | | | |||||
| | | | | | | We do not pay dividends on unearned PSUs or RSUs. | | | | | |||||||
| | | | | | | None of our NEOs has a formal employment contract. | | | | | |||||||
| | | | | | | We froze both our defined benefit pension plans to new participants and future accruals, effective as of April 1, 2012. | | | | |
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Our integrated compensation framework heavily weights variable compensation to reward achievements againstpre-established, quantifiable financial performance objectives and individual strategic performance objectives.
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shareholder focused.
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Company.
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Proxy Peer Group | Revenue ($ billions) | Market Cap. ($ billions) | ||||||
25th Percentile | $ | 3.60 | $ | 14.97 | ||||
Median | $ | 4.86 | $ | 20.50 | ||||
75th percentile | $ | 7.30 | $ | 27.46 | ||||
S&P Global | $ | 5.66 | $ | 32.00 |
For the purposes of setting 2017 compensation targets, the Compensation Committee determined that the currentour Proxy Peer Group remained an appropriate comparison group for the Companyvary in terms of firm size and therefore, no changes were necessary.
business model.
The companies that comprise the McLagan survey peer group are listed below. The Willis Towers Watson survey does not identify the specific companies that reported compensation information.
| 2018 Proxy Peer Group | | | | Revenue ($ billions) | | | | Market Cap. ($ billions) | | ||||||
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| 25th Percentile | | | | | $ | 4.44 | | | | | | $ | 15.19 | | |
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| Median | | | | | $ | 5.82 | | | | | | $ | 23.94 | | |
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| 75th percentile | | | | | $ | 8.42 | | | | | | $ | 40.17 | | |
| S&P Global | | | | | $ | 6.26 | | | | | | $ | 42.64 | | |
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2018
2018
Actual 2016 Long-Term Incentive Grants | ||||||||||||||||||||||||
Executive (1) | Annualized Base Salary | Actual 2016 Incentive Payout | RSUs | PSUs (At Target) | Long-Term (At Target) | Total 2016 Annual Decision Compensation | ||||||||||||||||||
D. Peterson | $ | 1,000,000 | $ | 2,890,000 | $ | 1,440,000 | $ | 3,360,000 | $ | — | $ | 8,690,000 | ||||||||||||
E. Steenbergen(2) | $ | 750,000 | $ | — | $ | — | $ | — | $ | — | $ | 750,000 | ||||||||||||
R. MacKay | $ | 425,000 | $ | 650,000 | $ | 157,500 | $ | 367,500 | $ | — | $ | 1,600,000 | ||||||||||||
J. Berisford | $ | 600,000 | $ | 830,000 | $ | 300,000 | $ | 700,000 | $ | — | $ | 2,430,000 | ||||||||||||
S. Kemps | $ | 600,000 | $ | 935,000 | $ | 255,000 | $ | 595,000 | $ | — | $ | 2,385,000 | ||||||||||||
A. Matturri | $ | 500,000 | $ | 830,000 | $ | 96,000 | $ | 224,000 | $ | 480,000 | $ | 2,130,000 |
| Executive | | | | Annualized 2018 Base Salary | | | | Actual 2018 Incentive Payment | | | | Actual 2018 Long-Term Incentive Grants at Target | | | | Total 2018 Annual Compensation | | ||||||||||||||||||||||||||
| RSUs | | | | PSUs | | | | Long-Term Cash | | | |||||||||||||||||||||||||||||||||
| D. Peterson (1) | | | | | $ | 1,000,000 | | | | | | $ | 2,047,000 | | | | | | $ | 4,046,000 | | | | | | $ | 4,774,000 | | | | | | $ | — | | | | | | $ | 11,867,000 | | |
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| E. Steenbergen | | | | | $ | 825,000 | | | | | | $ | 975,000 | | | | | | $ | 682,500 | | | | | | $ | 1,592,500 | | | | | | $ | — | | | | | | $ | 4,075,000 | | |
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| J. Berisford | | | | | $ | 625,000 | | | | | | $ | 541,500 | | | | | | $ | 450,000 | | | | | | $ | 1,050,000 | | | | | | $ | — | | | | | | $ | 2,666,500 | | |
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| M. Chinn (2) | | | | | $ | 625,000 | | | | | | $ | 718,500 | | | | | | $ | 450,000 | | | | | | $ | 1,050,000 | | | | | | $ | — | | | | | | $ | 2,843,500 | | |
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| A. Matturri | | | | | $ | 625,000 | | | | | | $ | 1,084,000 | | | | | | $ | 138,000 | | | | | | $ | 322,000 | | | | | | $ | 690,000 | | | | | | $ | 2,859,000 | | |
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DOUGLAS PETERSON: PRESIDENT AND CHIEF EXECUTIVE OFFICER
20162018 Pay-for-Performance2016Under Mr. Peterson’s leadership, the Company:performancefinancial results in a volatile market environment while maintaining focus on long-term opportunities to grow and exceeded Revenue, EBITA and EPS goals.evolve the business. For 2016,2018, ICP Adjusted Revenue grew 9.4%2.8% to $5.811 billion,$6,230 million. ICP Adjusted EBITA increased 14.5%Margin improved to $2.427 billion48.7%, representing an expansion of 220 Basis Points, and ICP Adjusted EPS from continuing operations increased 13.9%18.1% for the 3-year performance period ended 2018 to $5.34.$7.73.S&P Global brand, including purposemanagement framework: globality, customer orientation, innovation, technology, operational excellence and valuespeople.strategy for sustained market engagement.Delivered on the SNL integration and realized cost and revenue synergies.Deepened customer understanding and refined commercial and pricing strategies.Continuedcontinued to develop relationships with investors, policy makers, industry leaders and global market participants through the Company’s 2018 Investor Day, international press interviews and sustained outreach initiatives and achieved significant progress against the medium-term adjusted operating profit margin target introduced at the 2018 Investor Day.policy makersinnovate and industry leaders.Deepened employee engagement, advanced diversitypursue opportunities for disruption and enhancedtransformational growth through the acquisition of leading-edge artificial intelligence and machine learning technology and strategic expansion into the Chinese bond market.pipeline.pipeline and enhance employee diversity, engagement and development programs.
2016
Annual Incentive PayoutFor results achieved in 2016, $2,890,000,$2,047,000, representing 170.0%89% of target.2016his target award, which is aligned with the Company’s overall business performance. The Compensation and Leadership Development Committee’s decision was based on Mr. Peterson’s 2018 performance, the Company’s business results and progress toward our strategic initiatives.20162018 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and our 20162018 Grants of Plan-Based Awards Table below.
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EWOUT STEENBERGEN: EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
Steenbergen’s performance against 2018 business and individual strategic goals.20162018 Pay-for-PerformanceExperienceQualificationsICP Adjusted EPS from operations increased 18.1% for the 3-year performance period ended 2018 to $7.73.Newly Appointed NEO:capital to shareholders of $1.66 billion through share repurchases and $503 million in dividends.Under Mr. Steenbergen’shis prior role as Executive Vice Presidentgrowth and CFOefficiency-enabling technologies.Voya Financial, Inc., Voya successfully strengthened its balance sheet, de-risked its investment portfolioa three-year $100 million productivity savings program and executed a robust initial public offering in 2013.long-term enterprise-wide endeavors to reduce costs by improving operational efficiency through Lean methodologies, Agile teamwork, automation, machine learning and digital infrastructure.Over his career, Mr. Steenbergen has held a number of management roles, both inUnited StatesCompany’s 2018 Investor Day and internationally.2016 Compensation Determination:Mr. Steenbergen’s new hire compensation package reflects an assessment ofachieved significant progress against the market compensation levelsmedium-term adjusted operating profit margin target introduced at the time of hire as well as the skills and qualifications Mr. Steenbergen brings to the role.Consistent with the presentation for the other NEOs, the chart to the right represents Mr. Steenbergen’s 2016 annual compensation package at target. Due to the timing of his hire, Mr. Steenbergen was not eligible to participate in the 2016 STIC. Mr. Steenbergen was also not eligible to receive a target long-term incentive award as part of his 2016 total target compensation.The chart does not include amounts paid or granted to Mr. Steenbergen in connection with his hire. A description of Mr. Steenbergen’s 2016 new hire compensation payments and grants can be found in the 2016 compensation tables and accompanying footnotes beginning on page 65 of this Proxy Statement.2016
Annual Incentive PayoutDue to the timinghire,target award. The Compensation and Leadership Development Committee’s decision was based on Mr. Steenbergen did not receive a 2016 short-term incentive award. For details of payments in connection with his hire, see our 2016 Summary Compensation Table below.Mr. Steenbergen also did not receive a 2016 long-term incentive award as part of his 2016 total target compensation. new hire compensation grant, see our 2016 Grants of Plan-Based Awards Table below.46 2017 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS (continued)ROBERT MACKAY: INTERIM CHIEF FINANCIAL OFFICERMr. MacKay joined the Company in April 2015 as Senior Vice President, Corporate Controller. He was appointed Interim Chief Financial Officer effective August 5, 2016 through November 14, 2016, Mr. Steenbergen’s hire date. Effective November 14, 2016, Mr. MacKay resumed his role as Senior Vice President, Corporate Controller.Mr. MacKay’s 2016Pay-for-Performance2016 Key Achievements:As Interim CFO, Mr. MacKay:Was instrumental in assuring a smooth CFO transition process, including serving as Interim CFO and supporting the onboarding of our new CFO.Led the project to renew the order-to-cash processes and systems on an enterprise basis.Supported the strategic planning process for 2017 through 2019.Successfully led the execution and completion of our debt refinancing and Accelerated Stock Repurchase.Continued careful cash flow management resulting in solid free cash flow generation.2016 ActualAnnual Incentive PayoutFor results achieved in 2016, Mr. MacKay received a payout of $650,000, representing 179.9% of target.2016 Long-Term Incentive AwardsFor details on his 20162018 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and our 20162018 Grants of Plan-Based Awards Table below.
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Global Ratings
20162018 Pay-for-Performance2016financial performance.margin improvement notwithstanding a challenging issuance environment. For 2018, ICP Adjusted Revenue of S&P Global Ratings increased 4%decreased 3% to $2,535$2,894 million and ICP Adjusted EBITA Margin of S&P Global Ratings increased 7%improved to $1,235 million.55.3%.Advanced operational workflowsetemerging growth opportunities in developing markets.path for realizing future productivity gains.Refined the operating model to further delineate analyticalrobust risk, control and commercial activities and implemented new commercial strategies.Established and extended proactive relationships with stakeholders.
2016
Annual Incentive PayoutFor results achieved in 2016, $830,000,$541,500, representing 150.9%60% of target.2016his target award. The Compensation and Leadership Development Committee decided to pay Mr. Berisford’s award below the blend of Company and division financial performance based on Mr. Berisford’s performance against 2018 business and individual strategic goals, and to align his payout with that of S&P Global Ratings employees compensated based on division-level financial achievement.20162018 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and our 20162018 Grants of Plan-Based Awards Table below.
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(continued)
September 2015 as President, S&P Market Intelligence. During the 2017 fiscal year, Mr. Kemps’s 2016Pay-for-Performance
ExperienceChinn was President, Market and Qualifications of Newly Appointed NEO:
In his prior role, Mr. Kemps servedCommodities Intelligence. Effective January 1, 2018, he was also appointed as Executive Vice President, Data and General Counsel at Quanta Services, where he oversaw all legal affairsTechnology Innovation, S&P Global. Mr. Chinn voluntarily resigned from his positions effective January 2, 2019 and advised the business on regulatory, ethical and compliance matters.
Mr. Kemps has also held various general counsel and senior legal positions with large public companies and previously served as a federal law clerk in a U.S. District Court.
2016 Compensation Determination:
Mr. Kemps’s new hire compensation package reflects an assessment of the market compensation levels at the time of hire as well as the skills and qualifications Mr. Kemps brings to the role.
Consistentwill remain with the presentation forCompany through March 2019.
The chart does not include all amounts paid or granted to Mr. Kemps
2016 Key Achievements:
As Executive Vice President, General Counsel, Mr. Kemps:
Acted as a trusted advisor
Provided strong leadership and oversightdevelop solutions to the legal functions.
2016
Annual Incentive PayoutFor results achieved in 2016, KempsChinn received a payout of $935,000,$718,500, representing 170.0%80% of target.2016his target award. The Compensation and Leadership Development Committee decided to pay Mr. Chinn’s award below the blend of Company and division financial performance based on Mr. Chinn’s performance against 2018 business and individual strategic goals, and to align his incentive payout with that of S&P Global Market Intelligence employees compensated based on division-level financial achievement.20162018 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and our 20162018 Grants of Plan-Based Awards Table below.
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Dow Jones Indices
20162018 Pay-for-Performance20167%15% to $638$837 million and ICP Adjusted EBITA Margin of S&P Dow Jones Indices increased 6%improved to $420 million.68.0%.Completedacquisitionlong-term evolution of TruCost, bringing ESG data and Indices further to the forefront.Deepened strategic relationships with exchanges and extended global reach with new exchange partnerships such as JPX/S&P CAPEX & Human Capital Index & Bolsa de Santiago.Strengthened S&P Dow Jones Indices’ positionIndices by developing ESG solutions to meet the evolving needs of investors and market participants, including by acting as the first index provider to publish carbon metrics on a leading creatormajority of innovative intellectual property.2016Demonstrated strong leadership and customer focus by expanding index offerings, including adding approximately 800 new indices and establishing two of its carbon-efficient indices as the benchmark for the world’s largest pension fund.
Annual Incentive Payout
For results achieved in 2016,
2016his target award. The Compensation and Leadership Development Committee decided to pay Mr. Matturri’s award above the blend of Company and division financial performance based on Mr. Matturri’s performance against 2018 business and individual strategic goals, and to align his incentive payout with the strong division-level performance of S&P Dow Jones Indices.
68 2019 Proxy Statement |
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JACK CALLAHAN: FORMER CHIEF FINANCIAL OFFICER
As noted above, Mr. Callahan ceased serving as one of our executive officers on September 1, 2016. As a result of his voluntary departure from the Company, Mr. Callahan forfeited his participation in the 2016 Key Executive Short-Term Incentive Plan and was not entitled to a 2016 annual incentive payment under the Plan. For further detail on his short-term incentive award, see the 2016 Short-Term Incentive Plan discussion and the 2016 Summary Compensation Table below.
Prior to his departure, Mr. Callahan received an annual equity grant in April 2016 consistent with the terms and conditions of equity grants received by our other NEOs. These unvested and unearned awards were forfeited and canceled upon his voluntary departure. In addition, all of Mr. Callahan’s remaining unvested and unearned long-term equity awards granted to him under the Company’s long-term incentive plans were forfeited and canceled. For details, see our Long-Term Incentive Plan discussion and our 2016 Grants of Plan-Based Awards Table below.
Finally, in connection with his voluntary departure, Mr. Callahan was not entitled to and did not receive any termination payments or termination benefits. For details, see our Potential Payments Upon Termination orChange-in-Control section beginning on page 78 of this Proxy Statement.
Mr. Callahan is not eligible for a long-term incentive equity grant or short-term annual incentive payment for 2017 due to his departure from the Company.
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Executive | 2016 Base Salary | 2017 Base Salary | % Increase | |||||||||
D. Peterson | $ | 1,000,000 | $ | 1,000,000 | 0 | % | ||||||
E. Steenbergen | $ | 750,000 | $ | 750,000 | 0 | % | ||||||
R. MacKay | $ | 425,000 | $ | 435,625 | 3 | % | ||||||
J. Berisford | $ | 600,000 | $ | 600,000 | 0 | % | ||||||
S. Kemps | $ | 600,000 | $ | 600,000 | 0 | % | ||||||
A. Matturri | $ | 500,000 | $ | 550,000 | 10 | % | ||||||
J. Callahan(1) | $ | 750,000 | — | — |
2017
| Executive | | | | 2018 Base Salary | | | | 2019 Base Salary | | | | % Change | | |||||||||
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| D. Peterson | | | | | $ | 1,000,000 | | | | | | $ | 1,000,000 | | | | | | | 0% | | |
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| E. Steenbergen | | | | | $ | 825,000 | | | | | | $ | 825,000 | | | | | | | 0% | | |
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| J. Berisford | | | | | $ | 625,000 | | | | | | $ | 625,000 | | | | | | | 0% | | |
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| M. Chinn (1) | | | | | $ | 625,000 | | | | | | $ | 625,000 | | | | | | | 0% | | |
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| A. Matturri | | | | | $ | 625,000 | | | | | | $ | 625,000 | | | | | | | 0% | | |
salary.
| Executive | | | | 2018 | | | | 2019 | | ||||||||||||||||||||
| Target Incentive Award | | | | Actual Incentive Award | | | | % of Target Paid | | | | Target Incentive Award | | ||||||||||||||||
| D. Peterson | | | | | $ | 2,300,000 | | | | | | $ | 2,047,000 | | | | | | | 89% | | | | | | $ | 2,300,000 | | |
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| E. Steenbergen | | | | | $ | 1,150,000 | | | | | | $ | 975,000 | | | | | | | 85% | | | | | | $ | 1,150,000 | | |
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| J. Berisford | | | | | $ | 900,000 | | | | | | $ | 541,500 | | | | | | | 60% | | | | | | $ | 900,000 | | |
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| M. Chinn (1) | | | | | $ | 900,000 | | | | | | $ | 718,500 | | | | | | | 80% | | | | | | | — | | |
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| A. Matturri | | | | | $ | 875,000 | | | | | | $ | 1,084,000 | | | | | | | 124% | | | | | | $ | 925,000 | | |
Executive | 2016 | 2017 | ||||||||||||||
Target Incentive Award | Actual Incentive Award | % of Target Paid | Target Incentive Award | |||||||||||||
D. Peterson | $ | 1,700,000 | $ | 2,890,000 | 170.0% | $ | 1,800,000 | |||||||||
E. Steenbergen(1) | — | — | — | $ | 1,000,000 | |||||||||||
R. MacKay | $ | 361,250 | $ | 650,000 | 179.9% | $ | 370,281 | |||||||||
J. Berisford | $ | 550,000 | $ | 830,000 | 150.9% | $ | 750,000 | |||||||||
S. Kemps | $ | 550,000 | $ | 935,000 | 170.0% | $ | 550,000 | |||||||||
A. Matturri | $ | 550,000 | $ | 830,000 | 150.9% | $ | 750,000 | |||||||||
J. Callahan(2) | $ | 600,000 | $ | 0 | 0% | — |
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2016
For all NEOs, individual incentive amounts are determined based on the executive’s target incentive award opportunity, which is then adjusted by a factor based upon the achievement of enterprise-level and, as appropriate for our division leaders, division-level goals (70%), and achievement of individual strategic goals (30%). • The incentive target opportunity for each NEO is in part determined based on market data as well as individual performance and experience. For a more detailed description of how we set compensation targets, see pages 59 through 61 of this Proxy Statement. • The enterprise-level performance component for 2018 was tied to ICP Adjusted Revenue and ICP Adjusted EBITA Margin, which includes adjustments for unspent strategic investment funds and acquisitions. The applicable division-level goals for our NEO division leaders, Messrs. Berisford, Chinn and Matturri, are set out in the graphic above. The Compensation Committee believes that these metrics reward performance to achieve short-term business objectives that draw focus to productivity measures, create greater efficiencies and strengthen the importance of growth and scale to the Company, which ultimately drives increased shareholder value. • The individual component is allocated based on an assessment of each participant’s achievement against strategic or developmental goals established at the beginning of the year. The
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For Section 162(m) covered employees, the maximum incentive award opportunity is capped at the lesser of 200% of each participant’s target award.
2016 The final payout amount is allocated to individual participants and adjusted upwards or downwards based on individual achievement in accordance with the methodology described above.
2016
People with category-specific Key Performance Indicators (KPIs), scored on a scale from one to five, used to measure achievement.
Margin (21.25%) and S&P Global Ratings ICP Adjusted Revenue (21.25%), and 15% on the business-building goals described above.
2016Revenue (21.25%), and 15% on the business-building goals described above.
The (All NEOs)
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| | * 42.5% weighting for Messrs. Peterson and Steenbergen and 21.25% weighting for our NEO division leaders | | |
We make these adjustments to
operating results for compensation purposes.
Based on the adjusted results of 14.5% growth forNEOs.
2016 S&P Global Ratings Short-Term Annual Incentive Funding Goals (50%
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The5% of funding), the Compensation Committee reviewed performance for each category of the Company business-building goals based on consideration of various quantitative and approved the Division ICP Adjusted EBITA for S&P Global Ratings of $1,235 million. qualitative key performance indicators (KPIs), such as net
2016 S&P Dow Jones IndicesExecutive Committee Plan Short-Term Annual Incentive Targets, Funding Goals (50%and Adjustments (Mr. Berisford)
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Theincentive funding based on division-level financial goals, the Compensation Committee reviewed and approved the Division ICP Adjusted Revenue of $638$2,894 million, representing a decrease of 3%, and Division ICP Adjusted EBITA Margin of $420 million55.3% for S&P Dow Jones Indices. RevenueGlobal Ratings after adjusting for S&P Dow Jones Indices was adjusted to account for movementsacquisitions in 2018, corporate unallocated expenses, the adoption of a new accounting standard, prior year incentive compensation accrual adjustments and foreign currency translation that were in excess of plan rates by more than three percent.exchange. Based on these blended results, the 20162018 achievement and funding for the S&P Global Ratings division-level financial goals was 46%.
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2016award.
2017
The
For the Revenue performance goal, the Compensation Committee established a funding schedule with a 0% funding threshold for a reported 5% decline in revenue, 100% funding for reported revenue unchanged from the prior year and 200% funding for approximately 11% growth. For the EBITA performance goal, the Compensation Committee established a funding schedule with a 0% payout for a 1% decline in reported EBITA, 100% funding for a 5% increase in reported EBITA and 200% funding for an 11% increase in reported EBITA. These levels of funding take into consideration the significant divestitures of J.D. Power, SPSE/CMA and Equity Research businesses during 2016. On an organic basis, 100% funding is associated with 5% revenue growth and 8% EBITA growth. A funding level of 200% is associated with organic revenue growth of 11% and organic EBITA growth of 14%.
The 2017 division-level goals have not yet been established for Messrs. Berisford and Matturri.
|
2017
amount.
Since he was Mr. Chinn is not an executive officer ofeligible to participate in the 2019 STIC due to his resignation, effective January 2, 2019, and expected departure from the Company as of December 31, 2016, Mr. MacKay’s target annual incentive award is set as a percentage of base salary and, as a result of Mr. MacKay’s base salary increase, even though his target percent remains the same, the dollar value of the target annual incentive award increased.
in March 2019.
Snapshot: Long-Term Incentive Target Opportunities
| ||||||||
Executive | 2016 Long-Term | 2017 Long-Term | ||||||
D. Peterson | $ | 4,800,000 | $ | 6,000,000 | ||||
E. Steenbergen | $ | — | $ | 1,800,000 | ||||
R. MacKay | $ | 525,000 | $ | 525,000 | ||||
J. Berisford | $ | 1,000,000 | $ | 1,300,000 | ||||
S. Kemps | $ | 850,000 | $ | 950,000 | ||||
A. Matturri | $ | 800,000 | $ | 1,000,000 | ||||
J. Callahan (1) | $ | 1,700,000 | — | |||||
2016
| Executive | | | | 2018 Long-Term Incentive Target | | | | 2019 Long-Term Incentive Target | | ||||||
| ||||||||||||||||
| D. Peterson (1) | | | | | $ | 6,820,000 | | | | | | $ | 8,000,000 | | |
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| E. Steenbergen | | | | | $ | 2,275,000 | | | | | | $ | 2,500,000 | | |
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| J. Berisford | | | | | $ | 1,500,000 | | | | | | $ | 1,500,000 | | |
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| M. Chinn (2) | | | | | $ | 1,500,000 | | | | | | | — | | |
| ||||||||||||||||
| A. Matturri | | | | | $ | 1,150,000 | | | | | | $ | 1,400,000 | | |
|
2016
importance of continued discipline in operating performance.201620162016,2018, the Company continued to use an ICP Adjusted EPS growth goal for the 2016-20182018-2020 performance period for PSUs, which we believe continues to provideallow us to evaluate the results achieved by the Company independent of items considered isolated, non-recurring, or unusual because it believes that such metrics better measure the Company’s normal revenue, operating expenses, and operating results for compensation purposes. ICP Adjusted EPS provides a good measure of return to shareholders and drives long-term value creation. ICP Adjusted EPS, excluding deal-related amortization, is used because it considers capital allocation decisions as well as the resulting figure excludesone-time events and, therefore, more closely approximates continuing operations, which is consistent with feedback that the Company received from shareholders.20162018 PSU Awards for the 2016 - 20182018-2020 performance period:20162018 Long-Term Cash Awards for the S&P Dow Jones Indices 2016-20182018-2020 performance period:20162018 PSU and 2016 S&P Dow Jones Indices Long-Term Cash Awards will be made during the first quarter of 2019,2021, based on the achievement through the 2016 - 20182018-2020 performance period. 2017 Proxy Statement 57COMPENSATION DISCUSSION AND ANALYSIS (continued)20162016,2018, see the 20162018 Grants of Plan-Based Awards Table beginning on page 6888 of this Proxy Statement.
2014 - 2016
2014 - 2016177% of target.
201785.
2017 Long-Term Incentive Plan Design
Commencing in 2017, The Committee also approved an S&P Dow Jones Indices Division ICP Adjusted EBITA growth metric over a three-year performance cycle for the Compensation Committee modified the vesting schedulelong-term cash portion of RSUs so that all future RSU grants will vest ratably over three years rather than vest after three years. In connection with its annual review of the Company’s compensation program, the Compensation Committee found that this change would provide the Company with a more effective recruitment tool, conformed to industry practice and was appropriately balanced by the three-year vesting schedule for PSU awards, which generally represent 70% of the totalMr. Matturri’s 2019 long-term grant value for NEOs.
|
2017award.
maintain market alignment.
Taxpositions. These perquisites, such as professional services (inclusive of financial counseling, tax planning and tax return preparation, expense reimbursement;
Commuting assistance in the form of access to Company-leased parking spaces at our 55 Water Street office; and
Annual estate planning), annual executive physical exam.
The CEO is providedexams, a Company car and driver for our CEO for security personnel. Aspurposes and reimbursement for other reasonable travel and business-related expenses, involve minimal cost to the Company and constitute a grandfathered participantsmall percentage of our NEOs’ total compensation. For additional information on our perquisites and other benefits, see the only eligible NEO, Mr. Callahan was reimbursed for an annual health club membership.
We recognize that these costs convey a personal benefit. As such,Summary Compensation Table beginning on page 85 of this Proxy Statement, which includes the incremental cost to the Company for providing these items is reported in the Summary Compensation Table on pages 65 through 67 of this Proxy Statement.
benefits.
|
|
other than a termination for cause, as defined on page 96 of this Proxy Statement. Discussion of severance payable on certain qualifying terminations (including following achange-in-control of the Company) can be found in the Potential Payments Upon Termination orChange-in-Control section on pages 7896 through 85100 of this Proxy Statement.
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PAY ELEMENTS | | | | TREATMENT OF OUTSTANDING INCENTIVE AWARDS UPONCHANGE-IN-CONTROL (“CIC”) | | |
| ||||||
| Short-Term Incentive Awards | | | | • Payments are made pro-rata based on the average of the three prior years’ payments. | |
| ||||||
| RSU Awards | | | | • | |
| ||||||
| PSU Awards
| | | | • Double-trigger treatment: Awards do not vest upon the CIC but are generally converted into time-vesting RSUs of the surviving company’s stock (assuming the successor company assumes the awards) with the number of underlying shares based on ICP Adjusted EPS goals
| |
|
CIC. • Delivery of shares in respect of converted RSUs will generally occur in the year following the end of the applicable performance period. |
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Stock Options
| |
| ||||
| | • | | |||
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| Long-Term Cash Awards | | | | • The Board, at its discretion, may modify or waive the applicable performance measures, performance period, or cash awards. • Under no circumstances will the timing of the award payment date be accelerated. | |
280G to the extent the executive’s “cut back” amount is greater on an after-tax basis than the full amount.
In 2014, the
| ||||||
SHARES THAT COUNT | | | | SHARES THAT DO NOT COUNT | | |
| • 100% of the shares directly owned • 50% of outstanding vested and unvested RSUs • 50% of unvested restricted shares • 50% of PSUs for which attainment of the performance criteria has already been determined | | | | • Unexercised options (whether or not vested) • PSUs for which the performance cycle is ongoing | |
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risk-taking.
|
compensation programs going forward.
Sir Winfried Bischoff
Stephanie C. Hill
Monique F. Leroux
Edward B. Rust, Jr.
Kurt L. Schmoke
84 2019 Proxy Statement |
|
| Name and Principal Position | | | | Year | | | | Salary ($) | | | | Bonus ($) (1) | | | | Stock Awards ($) (2) | | | | Option Awards ($) | | | | Non-Equity Incentive Plan Compensation ($) (3) | | | | Change in Pension Value ($) (4) | | | | All Other Compensation ($) (5) | | | | Total ($) | | |||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Douglas L. Peterson President and Chief Executive Officer | | | | | | 2018 | | | | | | $ | 1,000,000 | | | | | | | — | | | | | | $ | 8,820,000 | | | | | | | — | | | | | | $ | 2,047,000 | | | | | | | — | | | | | | $ | 493,845 | | | | | | $ | 12,360,845 | | |
| | | 2017 | | | | | | $ | 1,000,000 | | | | | | | — | | | | | | $ | 6,000,000 | | | | | | | — | | | | | | $ | 3,240,000 | | | | | | | — | | | | | | $ | 479,216 | | | | | | $ | 10,719,216 | | | ||||
| | | 2016 | | | | | | $ | 1,000,000 | | | | | | | — | | | | | | $ | 4,800,000 | | | | | | | — | | | | | | $ | 2,890,000 | | | | | | | — | | | | | | $ | 355,769 | | | | | | $ | 9,045,769 | | | ||||
| Ewout L. Steenbergen EVP, Chief Financial Officer | | | | | | 2018 | | | | | | $ | 806,250 | | | | | | | — | | | | | | $ | 2,275,000 | | | | | | | — | | | | | | $ | 975,000 | | | | | | | — | | | | | | $ | 311,098 | | | | | | $ | 4,367,348 | | |
| | | 2017 | | | | | | $ | 750,000 | | | | | | | — | | | | | | $ | 1,800,000 | | | | | | | — | | | | | | $ | 1,950,000 | | | | | | | — | | | | | | $ | 63,041 | | | | | | $ | 4,563,041 | | | ||||
| | | 2016 | | | | | | $ | 99,432 | | | | | | $ | 1,500,000 | | | | | | $ | 4,250,000 | | | | | | | — | | | | | | $ | 0 | | | | | | | — | | | | | | $ | 2,100 | | | | | | $ | 5,851,532 | | | ||||
| John L. Berisford President, S&P Global Ratings | | | | | | 2018 | | | | | | $ | 618,750 | | | | | | | — | | | | | | $ | 1,500,000 | | | | | | | — | | | | | | $ | 541,500 | | | | | | $ | 0 | | | | | | $ | 240,466 | | | | | | $ | 2,900,716 | | |
| | | 2017 | | | | | | $ | 600,000 | | | | | | | — | | | | | | $ | 1,300,000 | | | | | | | — | | | | | | $ | 1,300,000 | | | | | | $ | 4,833 | | | | | | $ | 180,138 | | | | | | $ | 3,384,971 | | | ||||
| | | 2016 | | | | | | $ | 600,000 | | | | | | | — | | | | | | $ | 1,000,000 | | | | | | | — | | | | | | $ | 830,000 | | | | | | $ | 3,325 | | | | | | $ | 129,093 | | | | | | $ | 2,562,418 | | | ||||
| Michael A. Chinn President, S&P Global Market Intelligence and EVP, Data and Technology Innovation, S&P Global | | | | | | 2018 | | | | | | $ | 606,250 | | | | | | | — | | | | | | $ | 1,500,000 | | | | | | | — | | | | | | $ | 718,500 | | | | | | | — | | | | | | $ | 217,098 | | | | | | $ | 3,041,848 | | |
| | | 2017 | | | | | | $ | 537,500 | | | | | | | — | | | | | | $ | 1,050,000 | | | | | | | — | | | | | | $ | 1,300,000 | | | | | | | — | | | | | | $ | 100,945 | | | | | | $ | 2,988,445 | | | ||||
| | | 2016 | | | | | | $ | 505,769 | | | | | | | — | | | | | | $ | 750,000 | | | | | | | — | | | | | | $ | 750,000 | | | | | | | — | | | | | | $ | 3,000 | | | | | | $ | 2,008,769 | | | ||||
| Alex J. Matturri Chief Executive Officer, S&P Dow Jones Indices | | | | | | 2018 | | | | | | $ | 606,250 | | | | | | | — | | | | | | $ | 460,000 | | | | | | | — | | | | | | $ | 2,044,000 | | | | | | $ | 0 | | | | | | $ | 197,523 | | | | | | $ | 3,307,773 | | |
| | | 2017 | | | | | | $ | 537,500 | | | | | | | — | | | | | | $ | 400,000 | | | | | | | — | | | | | | $ | 1,788,000 | | | | | | $ | 36,080 | | | | | | $ | 151,657 | | | | | | $ | 2,913,237 | | | ||||
| | | 2016 | | | | | | $ | 493,750 | | | | | | | — | | | | | | $ | 320,000 | | | | | | | — | | | | | | $ | 1,958,000 | | | | | | $ | 85,527 | | | | | | $ | 131,176 | | | | | | $ | 2,988,453 | | |
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value ($) (5) | All Other Compensation ($)(6) | Total ($) | |||||||||||||||||||||||||
Douglas L. Peterson President and Chief Executive Officer | 2016 2015 2014
|
| $1,000,000 $975,000 $900,000
|
| — — —
| $4,800,000 $4,700,000 $2,800,000
|
| — — $1,200,000
|
| $2,890,000 $1,935,000 $1,333,737
|
| — — —
|
| $355,769 $164,273 $264,379
|
| $9,045,769 $7,774,273 $6,498,116 |
| |||||||||||||||||
Ewout L. Steenbergen(7) | 2016 | $99,432 | $1,500,000 | $4,250,000 | — | — | — | $2,100 | $5,851,532 | |||||||||||||||||||||||||
Executive Vice President, Chief Financial Officer | ||||||||||||||||||||||||||||||||||
Robert J. MacKay(8) Interim Chief Financial Officer | 2016 | $418,750 | — | $525,000 | — | $650,000 | — | $60,167 | $1,653,917 | |||||||||||||||||||||||||
John L. Berisford | 2016 | $600,000 | — | $1,000,000 | — | $830,000 | $3,325 | $129,093 | $2,562,418 | |||||||||||||||||||||||||
President, S&P Global Ratings | 2015 | $514,375 | — | $1,300,000 | — | $580,500 | — | $85,404 | $2,480,279 | |||||||||||||||||||||||||
2014 | $550,000 | — | $845,000 | $255,000 | $400,000 | $8,641 | $112,157 | $2,170,798 | ||||||||||||||||||||||||||
Steven J. Kemps(9) Executive Vice President, General Counsel | 2016 | $204,167 | $400,000 | $1,250,000 | — | $935,000 | — | $1,280 | $2,790,447 | |||||||||||||||||||||||||
Alexander J. Matturri(10) | 2016 | $493,750 | — | $320,000 | — | $1,958,000 | $85,527 | $131,176 | $2,988,453 | |||||||||||||||||||||||||
Chief Executive Officer, S&P Dow Jones Indices | 2015 | $466,250 | — | $280,000 | — | $1,646,625 | — | $69,089 | $2,461,964 | |||||||||||||||||||||||||
Jack F. Callahan(11) Former Executive Vice President andChief Financial Officer | 2016 2015 2014 |
| $502,841 $750,000 $750,000 |
| — — — | $1,700,000 $1,200,000 $700,000 |
| — — $300,000 |
| $0 $800,000 $800,000 |
| $4,570 — $12,430 |
| $125,909 $94,690 $177,995 |
| $2,333,320 $2,844,690 $2,740,425 |
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(ii) a guaranteed bonus of $1,000,000, as Mr. Steenbergen did not receive a 2016 short-term incentive award due to the timing of his hire.
|
Executive | 2016 | 2015 | ||||||
D. Peterson | $ | 6,720,000 | $ | 6,580,000 | ||||
E. Steenbergen(a) | $ | 4,000,000 | — | |||||
R. MacKay | $ | 735,000 | — | |||||
J. Berisford (b) | $ | 1,400,000 | $ | 2,090,000 | ||||
S. Kemps | $ | 1,190,000 | — | |||||
A. Matturri | $ | 448,000 | $ | 392,000 | ||||
J. Callahan(c) | $ | 2,380,000 | $ | 1,680,000 | ||||
| Executive | | | | 2018 | | | | 2017 | | ||||||
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| D. Peterson | | | | | $ | 9,548,000 | | | | | | $ | 8,400,000 | | |
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| E. Steenbergen | | | | | $ | 3,185,000 | | | | | | $ | 2,520,000 | | |
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| J. Berisford | | | | | $ | 2,100,000 | | | | | | $ | 1,820,000 | | |
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| M. Chinn | | | | | $ | 2,100,000 | | | | | | $ | 1,470,000 | | |
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| A. Matturri | | | | | $ | 644,000 | | | | | | $ | 560,000 | | |
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Name | 401(k) Savings and Profit Sharing Plan ($) | 401(k) Savings and Profit Sharing Plan Supplement ($) | ||||||
D. Peterson | $ | 26,188 | $ | 293,700 | ||||
E. Steenbergen | $ | 2,100 | — | |||||
R. MacKay | $ | 26,188 | $ | 33,979 | ||||
J. Berisford | $ | 26,188 | $ | 100,705 | ||||
S. Kemps | — | — | ||||||
A. Matturri | $ | 26,188 | $ | 104,143 | ||||
J. Callahan | $ | 26,188 | $ | 64,001 | ||||
| Name | | | | 401(k) Savings and Profit Sharing Plan ($) | | | | 401(k) Savings and Profit Sharing Plan Supplement ($) | | ||||||
| ||||||||||||||||
| D. Peterson | | | | | $ | 27,040 | | | | | | $ | 436,150 | | |
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| E. Steenbergen | | | | | $ | 27,040 | | | | | | $ | 272,938 | | |
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| J. Berisford | | | | | $ | 27,040 | | | | | | $ | 180,813 | | |
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| M. Chinn | | | | | $ | 27,040 | | | | | | $ | 179,438 | | |
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| A. Matturri | | | | | $ | 27,040 | | | | | | $ | 168,438 | | |
The amount for Mr. Callahan includes $28,846 for earned but unused vacation days paid in connection with his departure from the Company. It also reflects personal use of car services, financial counseling and tax return preparation paid for by the company, and health club membership reimbursements.
|
D. Peterson | 4/1/2016 | 1/26/2016 | $ | 1,700,000 | $ | 3,400,000 | 33,837 | 67,674 | $ | 3,360,000 | ||||||||||||||||||||||||||||||
4/1/2016 | 1/26/2016 | 14,501 | $ | 1,440,000 | ||||||||||||||||||||||||||||||||||||
E. Steenbergen | 12/1/2016 | 9/27/2016 | — | — | 17,203 | 34,406 | $ | 2,000,000 | ||||||||||||||||||||||||||||||||
12/1/2016 | 9/27/2016 | 19,353 | $ | 2,250,000 | ||||||||||||||||||||||||||||||||||||
R. MacKay | 4/1/2016 | 1/26/2016 | $ | 361,250 | $ | 722,500 | 3,701 | 7,402 | $ | 367,500 | ||||||||||||||||||||||||||||||
4/1/2016 | 1/26/2016 | 1,586 | $ | 157,500 | ||||||||||||||||||||||||||||||||||||
J. Berisford | 4/1/2016 | 1/26/2016 | $ | 550,000 | $ | 1,100,000 | 7,049 | 14,098 | $ | 700,000 | ||||||||||||||||||||||||||||||
4/1/2016 | 1/26/2016 | 3,021 | $ | 300,000 | ||||||||||||||||||||||||||||||||||||
S. Kemps | 9/1/2016 | 6/28/2016 | $ | 550,000 | $ | 1,100,000 | 4,801 | 9,602 | $ | 595,000 | ||||||||||||||||||||||||||||||
9/1/2016 | 6/28/2016 | 2,057 | $ | 255,000 | ||||||||||||||||||||||||||||||||||||
9/1/2016 | 6/28/2016 | 3,227 | $ | 400,000 | ||||||||||||||||||||||||||||||||||||
A. Matturri | 4/1/2016 | 1/26/2016 | $ | 550,000 | $ | 1,100,000 | 2,256 | 4,512 | $ | 224,000 | ||||||||||||||||||||||||||||||
4/1/2016 | 1/26/2016 | 967 | $ | 96,000 | ||||||||||||||||||||||||||||||||||||
4/1/2016 | 1/26/2016 | $ | 480,000 | $ | 960,000 | |||||||||||||||||||||||||||||||||||
J. Callahan | 4/1/2016 | 1/26/2016 | $ | 600,000 | $ | 1,200,000 | 11,984 | 23,968 | $ | 1,190,000 | ||||||||||||||||||||||||||||||
4/1/2016 | 1/26/2016 | 5,136 | $ | 510,000 |
(1) Non-equity and equity incentive plan awards do not have minimum threshold amounts. Consequently, no threshold amounts are listed. The non-equity incentive plan awards reflect target and maximum payouts with respect to the 2018 Key Executive Short-Term Incentive Compensation Plan, which is discussed on page 70 of this Proxy Statement. (2) Reflects annual PSUs granted under the Company’s 2002 Stock Incentive Plan, which are discussed on page 89 of this Proxy Statement. Annual PSU awards were granted on April 2, 2018. For vesting terms, see Footnote 3 to the |
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Outstanding Equity Awards at 20162018 Fiscal Year-End Table below.
Option Awards | Stock Awards | |||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Price ($) | Option Expiration Date (mm/dd/yyyy) | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | ||||||||||||||||
D. Peterson | 28,368 31,207 33,860
| 17,444 (4)
| $38.13 $51.55 $77.81
| 10/02/2021 3/31/2023 3/31/2024
| 27,941 | $ | 3,004,775 | 96,557 | $ | 10,383,740 | ||||||||||||||
E. Steenbergen | 19,353 | $ | 2,081,222 | 17,203 | $ | 1,850,011 | ||||||||||||||||||
R. MacKay | 6,935 | $ | 745,790 | 10,753 | $ | 1,156,378 | ||||||||||||||||||
J. Berisford | 11,849 | $51.55 | 3/31/2023 | |||||||||||||||||||||
7,195 | 3,707 (4) | $77.81 | 3/31/2024 | |||||||||||||||||||||
5,468 | $ | 588,029 | 27,141 | $ | 2,918,743 | |||||||||||||||||||
S. Kemps | 5,284 | $ | 568,241 | 4,801 | $ | 516,300 | ||||||||||||||||||
A. Matturri | 5,372 | $21.95 | 3/31/2019 | |||||||||||||||||||||
2,014 | $24.23 | 9/30/2019 | ||||||||||||||||||||||
5,104 | $33.98 | 3/31/2020 | ||||||||||||||||||||||
5,560 | $37.41 | 3/31/2021 | ||||||||||||||||||||||
1,777 | $ | 191,099 | 6,034 | $ | 648,896 | |||||||||||||||||||
J. Callahan(5) | ||||||||||||||||||||||||
|
| Name | | | | Option Awards | | | | Stock Awards | | |||||||||||||||||||||||||||||||||||||||||||||
| Number of Securities Underlying Unexercised Options Exercisable (#) | | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | | Option Exercise Price ($) | | | | Option Expiration Date (mm/dd/yyyy) | | | | Number of Shares or Units of Stock That Have Not Vested (#) (1) | | | | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | |||||||||||||||||||||||||
| D. Peterson | | | | | | 51,304 | | | | | | | | | | $ | 77.81 | | | | | | | 3/31/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,793 | | | | | | $ | 3,873,442 | | | | | | | 116,100 | | | | | | $ | 19,730,034 | | | ||||
| E. Steenbergen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,449 | | | | | | $ | 1,775,703 | | | | | | | 36,548 | | | | | | $ | 6,210,967 | | |
| J. Berisford | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,640 | | | | | | $ | 448,642 | | | | | | | 25,322 | | | | | | $ | 4,303,221 | | |
| M. Chinn | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,442 | | | | | | $ | 414,993 | | | | | | | 22,618 | | | | | | $ | 3,843,703 | | |
| A. Matturri | | | | | | 5,372 | | | | | | | | | | $ | 21.95 | | | | | | | 3/31/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2,014 | | | | | | | | | | $ | 24.23 | | | | | | | 9/30/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | 5,104 | | | �� | | | | | | | $ | 33.98 | | | | | | | 3/31/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | 5,560 | | | | | | | | | | $ | 37.41 | | | | | | | 3/31/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 811 | | | | | | $ | 137,821 | | | | | | | 7,778 | | | | | | $ | 1,321,793 | | |
|
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | ||||||||||||
D. Peterson | 25,000 | $ | 1,838,250 | 95,258 | $ | 10,814,565 | ||||||||||
E. Steenbergen | — | — | — | — | ||||||||||||
R. MacKay | — | — | 3,838 | $ | 412,739 | |||||||||||
J. Berisford | — | — | 38,727 | $ | 4,134,041 | |||||||||||
S. Kemps | — | — | — | — | ||||||||||||
A. Matturri | 5,490 | $ | 403,810 | — | — | |||||||||||
J. Callahan | 78,689 | $ | 5,536,086 | 69,443 | $ | 7,606,749 | ||||||||||
| Name | | | | Option Awards | | | | Stock Awards | | ||||||||||||||||||||
| Number of Shares Acquired on Exercise (#) | | | | Value Realized on Exercise ($) (1) | | | | Number of Shares Acquired on Vesting (#) | | | | Value Realized on Vesting ($) (2) | | ||||||||||||||||
| D. Peterson | | | | | | — | | | | | | | — | | | | | | | 82,602 | | | | | | $ | 15,926,445 | | |
| E. Steenbergen | | | | | | — | | | | | | | — | | | | | | | 39,421 | | | | | | $ | 7,742,149 | | |
| J. Berisford | | | | | | 3,707 | | | | | | $ | 423,878 | | | | | | | 17,289 | | | | | | $ | 3,331,563 | | |
| M. Chinn | | | | | | — | | | | | | | — | | | | | | | 13,224 | | | | | | $ | 2,542,436 | | |
| A. Matturri | | | | | | — | | | | | | | — | | | | | | | 5,510 | | | | | | $ | 1,062,333 | | |
|
Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) (1) (2) | |||||
D. Peterson | ERP | — | — | |||||
ERPS | — | — | ||||||
Total | — | |||||||
E. Steenbergen | ERP | — | — | |||||
ERPS | — | — | ||||||
Total | — | |||||||
R. MacKay | ERP | — | — | |||||
ERPS | — | — | ||||||
Total | — | |||||||
J. Berisford | ERP | 0 | $ 20,603 | |||||
ERPS | 0 | $ 14,640 | ||||||
Total | $ 35,243 | |||||||
S. Kemps | ERP | — | — | |||||
ERPS | — | — | ||||||
Total | — | |||||||
A. Matturri | ERP | 4 | $140,606 | |||||
ERPS | 4 | $212,152 | ||||||
Total | $352,758 | |||||||
J. Callahan | ERP | 0 | $ 25,721 | |||||
ERPS | 0 | $ 32,467 | ||||||
Total | $ 58,188 | |||||||
(1) The benefit amounts shown in the table are actuarial present values of the benefits accumulated through December 31, 2018, as described below. The actuarial present value is calculated by estimating the expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount which, if invested today at an assumed discount rate of 4.40% for the ERP and 4.37% for the ERPS, would be sufficient on an average basis to provide the estimated future payments based on the benefit currently accrued. The assumed retirement age for each named executive officer is the earliest age at which the executive could retire without any benefit reduction due to age. The actual benefit present values will vary from these estimates depending on many factors, including an executive’s actual retirement age. (2) As discussed further on page 92 of this Proxy Statement, on April 1, 2012 the Company “froze” the ERP and ERPS to new participants and future accruals. Final benefits for each named executive officer are calculated based on that date, and no additional adjustments are made based on additional service or pay after that date. |
The named executive officers, other than Messrs. Peterson, Steenbergen MacKay and Kemps,Chinn are not participants in the ERP and ERPS since they did not meet the eligibility requirements by April 1, 2012.
2018.
itedlimited by the Internal Revenue Code limits. In general, a participant’s annual accrual under the ERPS is determined based on 1% of the Plan compensation under the ERP in excess of the Internal Revenue Code compensation limit for that year ($250,000 in 2012). The retirement benefit payable under the ERPS is the sum of each year’s
annual benefit accrual. ERPS payments commence one year following separation from service or, if later, age 65, or age 62 with 10 years of service with the Company.
|
Name | Plan | Executive Contributions in Last Fiscal Year ($) (1) | Company Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate ($) (4) | ||||||||||||||||
D. Peterson | SIPS & ERAPS | $ | 160,200 | $ | 293,700 | $ | 26,393 | — | $ | 1,395,153 | ||||||||||||
ST Incentive Deferred Comp | — | — | $ | 16,930 | — | $ | 557,734 | |||||||||||||||
Total | $ | 160,200 | $ | 293,700 | $ | 43,323 | — | $ | 1,952,887 | |||||||||||||
E. Steenbergen | SIPS & ERAPS | — | — | — | — | — | ||||||||||||||||
ST Incentive Deferred Comp | — | — | — | — | — | |||||||||||||||||
Total | — | — | — | — | — | |||||||||||||||||
R. MacKay | SIPS & ERAPS | $ | 29,625 | $ | 33,979 | $ | 1,675 | — | $ | 65,279 | ||||||||||||
ST Incentive Deferred Comp | — | — | — | — | — | |||||||||||||||||
Total | $ | 29,625 | $ | 33,979 | $ | 1,675 | — | $ | 65,279 | |||||||||||||
J. Berisford | SIPS & ERAPS | $ | 58,413 | $ | 100,705 | $ | 12,517 | — | $ | 646,069 | ||||||||||||
ST Incentive Deferred Comp | — | — | — | — | — | |||||||||||||||||
Total | $ | 58,413 | $ | 100,705 | $ | 12,517 | $ | 646,069 | ||||||||||||||
S. Kemps | SIPS & ERAPS | — | — | — | — | — | ||||||||||||||||
ST Incentive Deferred Comp | — | — | — | — | — | |||||||||||||||||
Total | — | — | — | — | ||||||||||||||||||
A. Matturri | SIPS & ERAPS | $ | 142,013 | $ | 104,143 | $ | 17,308 | — | $ | 880,742 | ||||||||||||
ST Incentive Deferred Comp | — | — | — | — | — | |||||||||||||||||
Total | $ | 142,013 | $ | 104,143 | $ | 17,308 | — | $ | 880,742 | |||||||||||||
J. Callahan | SIPS & ERAPS | $ | 64,001 | $ | 64,001 | $ | 18,569 | — | $ | 847,032 | ||||||||||||
ST Incentive Deferred Comp | — | — | $ | 9,648 | — | $ | 317,863 | |||||||||||||||
Total | $ | 64,001 | $ | 64,001 | $ | 28,217 | — | $ | 1,164,895 | |||||||||||||
| Name | | | | Plan | | | | Executive Contributions in Last Fiscal Year ($) (1) | | | | Company Contributions in Last Fiscal Year ($) (2) | | | | Aggregate Earnings in Last Fiscal Year ($) (3) | | | | Aggregate Withdrawals/ Distributions ($) | | | | Aggregate Balance at Last Fiscal Year End ($) (4) | | |||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||
| D. Peterson | | | | SIPS & ERAPS | | | | | $ | 237,900 | | | | | | $ | 436,150 | | | | | | $ | 58,579 | | | | | | | — | | | | | | $ | 2,782,869 | | |
| ST Incentive Deferred Comp | | | | | | — | | | | | | | — | | | | | | $ | 18,104 | | | | | | | — | | | | | | $ | 591,009 | | | ||||
| Total | | | | | $ | 237,900 | | | | | | $ | 436,150 | | | | | | $ | 76,683 | | | | | | | — | | | | | | $ | 3,373,878 | | | ||||
| E. Steenbergen | | | | SIPS & ERAPS | | | | | $ | 148,875 | | | | | | $ | 272,938 | | | | | | $ | 6,541 | | | | | | | — | | | | | | $ | 486,351 | | |
| ST Incentive Deferred Comp | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | ||||
| Total | | | | | $ | 148,875 | | | | | | $ | 272,938 | | | | | | $ | 6,541 | | | | | | | — | | | | | | $ | 486,351 | | | ||||
| J. Berisford | | | | SIPS & ERAPS | | | | | $ | 98,625 | | | | | | $ | 180,813 | | | | | | $ | 24,592 | | | | | | | — | | | | | | $ | 1,169,519 | | |
| ST Incentive Deferred Comp | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | ||||
| Total | | | | | $ | 98,625 | | | | | | $ | 180,813 | | | | | | $ | 24,592 | | | | | | | | | | | | | $ | 1,169,519 | | | ||||
| M. Chinn | | | | SIPS & ERAPS | | | | | $ | 97,875 | | | | | | $ | 179,438 | | | | | | $ | 5,042 | | | | | | | — | | | | | | $ | 365,493 | | |
| ST Incentive Deferred Comp | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | ||||
| Total | | | | | $ | 97,875 | | | | | | $ | 179,438 | | | | | | $ | 5,042 | | | | | | | | | | | | | $ | 365,493 | | | ||||
| A. Matturri | | | | SIPS & ERAPS | | | | | $ | 229,688 | | | | | | $ | 168,438 | | | | | | $ | 34,698 | | | | | | | — | | | | | | $ | 1,623,006 | | |
| ST Incentive Deferred Comp | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | ||||
| Total | | | | | $ | 229,688 | | | | | | $ | 168,438 | | | | | | $ | 34,698 | | | | | | | — | | | | | | $ | 1,623,006 | | |
|
years, participants are required to make employee contributions under the 401(k) Savings and Profit Sharing Supplement to receive the employer contributions to the savings plan component, and the amount of the employer contribution will be based on the amount of the employee contribution, up to 6% of eligible compensation above the IRS compensation limit. In 2012 and 2013, participants were required to make the maximumpre-tax contribution under the qualified 401(k) Savings and Profit Sharing Plan in order to receive the savings plan component supplement. These amounts are also included as All Other Compensation column in the Summary Compensation Table column on pages 65 and 6785 through 87 of this Proxy Statement. Account balances under the 401(k) Savings and Profit Sharing Plan Supplement are currently credited with interest at the rate earned on the
|
Change-in-Control
Company-wideCompany wide salary reduction) below the highest rate in effect since the beginning of the24-month period prior to thechange-in-control;
|
In each case, to receive the separation pay due under the Plan, the executive would have 2016,2018, each named executive officer (other than the CEO, and Mr. MacKay, whose severance benefits are described below separately) was eligible to receive the following severance benefits upon the occurrence of one of the termination events described above:For executives with less than 24 months of service with the Company:months.For executives with at least 24 months of service with the Company:continued payment of the executive’s base salary and participation in the Company’s retirement, life, medical, dental, accidental death and disability insurance benefit plans during a severance period of 12 months;salary for a period of six months;salary; and2016,2018, the CEO, Mr. Peterson, was eligible to receive the following severance benefits upon the occurrence of one of the termination events described above:salary for a period of 12 months;salary; andtooktakes place following achange-in-control, then (i) the total severance payments for all named executive officers (including Mr. Peterson) during the12-month severance period would have beenbe equal to the sum of the executive’s annual base salary and annual target incentive award, and (ii) the lump sum payment due at the end of the severance period would have beenalso be equal to 100%the sum of the total,executive’s annual base salary and annual target incentive award, increased by an amount equal to 10% of the lump sum in lieu of benefits.had to sign a general release of claims against the Company.Management SeveranceMr. MacKay is eligible for severance benefits under our Management Severance Plan upon the occurrence of a termination of employment by the Company other than for cause, and other than by reason of death, disability, voluntary resignation or lawful mandatory retirement at normal retirement age. A termination for “cause” generally means a termination due to misconduct that results in, or could reasonably be expected to result in, material damage to the Company’s property, business or reputation. 2017 Proxy Statement 79POTENTIAL PAYMENTS UPON TERMINATION ORCHANGE-IN-CONTROL (continued)Under the Plan, as it was in effect as of December 31, 2016, Mr. MacKay was eligible to receive continued payment of his base salary and participation in the Company’s retirement, life, medical, dental, accidental death and disability insurance benefit plans during a severance period of nine months.To receive the separation pay due under the Plan, Mr. MacKay would have had to sign a general release of claims against the Company.either the Senior Executive Severance Plan or the Management Severance Plan are considered “excess parachute payments” under Section 280G of the Internal Revenue Code, then a deduction to the Company will be disallowed and the executive will be subject to an excise tax equal to 20% of the excess parachute payment amount. Because of the way the excise tax is calculated, in certain circumstances, the executive may receive a larger after-tax amount
2018
Name | Payment on Termination ($)(1) | Payment on ($) (2) | ||||||
D. Peterson | $ | 2,115,878 | $ | 5,670,000 | ||||
E. Steenbergen | $ | 765,139 | $ | 1,575,000 | ||||
R. MacKay | $ | 330,104 | $ | 330,104 | ||||
J. Berisford | $ | 945,878 | $ | 2,415,000 | ||||
S. Kemps | $ | 600,853 | $ | 2,415,000 | ||||
A. Matturri | $ | 790,878 | $ | 2,205,000 | ||||
J. Callahan(3) | N/A | N/A | ||||||
|
2018:
| Name | | | | Payment on Termination ($) (1) | | | | Payment on Termination Following Change-in-Control ($) (2) | | ||||||
| ||||||||||||||||
| D. Peterson | | | | | $ | 2,100,000 | | | | | | $ | 6,930,000 | | |
| E. Steenbergen | | | | | $ | 1,278,750 | | | | | | $ | 4,147,500 | | |
| J. Berisford | | | | | $ | 968,750 | | | | | | $ | 3,202,500 | | |
| M. Chinn | | | | | $ | 968,750 | | | | | | $ | 3,202,500 | | |
| A. Matturri | | | | | $ | 968,750 | | | | | | $ | 3,150,000 | | |
(continued)
Name | Payment on Termination ($) (1) | Payment on Change-in-Control ($)(2) | ||||||
D. Peterson | $ | 1,700,000 | $ | 1,542,912 | ||||
E. Steenbergen | — | $ | 828,526 | |||||
R. MacKay | $ | 361,250 | $ | 340,000 | ||||
J. Berisford | $ | 550,000 | $ | 533,500 | ||||
S. Kemps | $ | 550,000 | $ | 662,821 | ||||
A. Matturri | $ | 550,000 | $ | 703,333 | ||||
J. Callahan (3) | N/A | N/A | ||||||
| Name | | | | Payment on Termination ($) (1) | | | | Payment on Change-in-Control ($) (2) | | ||||||
| ||||||||||||||||
| D. Peterson | | | | | $ | 2,300,000 | | | | | | $ | 2,688,333 | | |
| E. Steenbergen | | | | | $ | 1,150,000 | | | | | | $ | 1,950,000 | | |
| J. Berisford | | | | | $ | 900,000 | | | | | | $ | 903,500 | | |
| M. Chinn | | | | | $ | 900,000 | | | | | | $ | 845,000 | | |
| A. Matturri | | | | | $ | 875,000 | | | | | | $ | 916,000 | | |
Awards Granted after December 31, 2014
Awards granted under the Company’s 2002 Stock Incentive Plan after December 31, 2014 are subject to “double-trigger” treatment in the case of achange-in-control. For details, see pages 61 and 62 of this Proxy Statement.
|
Long-Term
Share Units
For awards granted after December 31, 2014, if the executive terminates employment due to retirement or disability, or in the event of termination of employment by the Company other than for cause, with the approval of the Compensation and Leadership Development Committee, the executive receives the number of shares that would be payable under the terms of the award based on the actual performance for the performance period, prorated for the numberperiod of monthstime during the award cycle that the executive was employed plus the number of monthsand during which the executive receives separation pay. Delivery of the awarded shares is made in the year following the normal maturity date for the award.
For awards granted after December 31, 2015, if the executive terminates employment due to retirement or disability, or in the event of termination of employment by the Company other than for cause, with the approval of the Compensation and Leadership Development Committee, the executive receives the number of shares that would be payable under the terms of the award based on the actual performance for the performance period, prorated for the number of days during the award cycle that the executive was employed plus the number of days during which the executive receives separation pay. Delivery of the awarded shares is made in the year following the normal maturity date for the award.
In the case of the executive’s death, the number of shares awarded is based on the actual performance for the performance period, prorated for the number of days completed during the award cycle. Delivery of the awarded shares is made by March 15 of the year following the executive’s death.
|
For awards granted after December 31, 2014, if
For awards granted after December 31, 2015, if the executive terminates employment due to retirement or death, the executive receives the dollar value in cash that would be payable under the terms of the award based on actual performance for the performance period, prorated for the number of days during the award cycle that the executive was employed. In the event of termination by the Company other than for cause, with the approval of the Compensation and Leadership Development Committee, the executive receives the dollar value in cash that would be payable under the terms of the award based on actual performance for the performance period, prorated for the number of days during the award cycle that the executive was employed plus the number of days during which the executive receives separation pay. Payment of the award is made on or before March 15 in the year following the normal maturity date for the award. In the case of the executive’s death, the payment will be made in the year following the executive’s death.
|
December 31, 2018
Termination of Employment | Change-in-Control | |||||||||||||||||||||||
Name | Stock Options ($)(1) (2) | Long-Term Awards ($)(1) (3) | Total ($) | Stock Options ($)(1) (2) | Long-Term Awards ($)(1) (4) | Total ($) | ||||||||||||||||||
D. Peterson | $ | 518,610 | $ | 14,476,605 | $ | 14,995,215 | $ | 518,610 | $ | 16,207,784 | $ | 16,726,394 | ||||||||||||
E. Steenbergen | — | $ | 1,291,233 | $ | 1,291,233 | — | $ | 3,931,233 | $ | 3,931,233 | ||||||||||||||
R. MacKay | — | $ | 1,137,666 | $ | 1,137,666 | — | $ | 1,935,720 | $ | 1,935,720 | ||||||||||||||
J. Berisford | $ | 110,209 | $ | 3,934,351 | $ | 4,044,560 | $ | 110,209 | $ | 4,295,040 | $ | 4,405,249 | ||||||||||||
S. Kemps | — | $ | 530,387 | $ | 530,387 | — | $ | 1,084,541 | $ | 1,084,541 | ||||||||||||||
A. Matturri | — | $ | 2,389,607 | $ | 2,389,607 | — | $ | 2,664,852 | $ | 2,664,852 | ||||||||||||||
J. Callahan(5) | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||
(1) Dollar value determined using SPGI’s December 31, 2018 closing stock price |
Retirement and Other Benefits
As described on pages 73 through 75 of this Proxy Statement, except as noted below, each of the named executive officers is entitled to receive benefits under the Company’s Employee Retirement Plan (the “ERP”) and the Employee Retirement Plan Supplement (the “ERPS”) and, as described below, the Company’s Management
|
Supplemental Death & Disability Benefits Plan. As previously noted on page 74,$169.94.
Employee Retirement Planamount also includes time-based RSU awards.
Following termination of their employment, except as noted above, the named executive officers are entitled to receive retirement benefits (described on pages 73 through 75 of this Proxy Statement) under the Company’s ERP and ERPS, and have accrued the benefits shown on page 73 of this Proxy Statement through the endChinn, reflects actual achievement of the 2016 fiscal year. InPSU award and target achievement of the eventperformance goals for the 2017 and 2018 PSU awards. For Mr. Matturri, reflects actual achievement of achange-in-control,the executives will receive,2016 long-term cash award and target achievement of the performance goals for the 2017 and 2018 long-term cash awards and actual achievement in a lump sum, the actuarial equivalent of their accrued benefits under2016 PSU cycle and target achievement in the ERPS as described on pages 742017 and 75 of this Proxy Statement.
Management Supplemental Death & Disability Benefits Plan
2018 PSU awards. For all NEOs, under our Management Supplemental Death & Disability Benefits Plan, if a named executive officer dies before retirement, the executive’s beneficiary will receive a lump sum death benefit equal to 200% of the executive’s base salary in effect at the time of death. In addition, if the executive is disabled prior to age 65, the executive will be entitled to an annual benefit equal to 50% of the greater of: (a) 1.5 times the executive’s base salary in effect immediately preceding the date of the executive’s disability; or (b) the executive’s highest annual base salary and highest annual target incentive award during the preceding 36 months occurring prior to January 1, 2005. The benefit generally will be offset by other disability or qualified retirement benefits payable to the executive and will continue until the executive is no longer disabled or reaches age 65.
this amount also includes time-based RSU awards.
In the event of achange-in-control, the named executive officers, will receive payment in a lump sum of their account balances under the Company’s 401(k) Savings and Profit Sharing Plan Supplement and the Company’s Key Executive Short-Term Incentive Deferred Compensation Plan. The named executive officers may also receive these amounts in connection with their termination of employment. Each executive’s account balances under these Plans at the end of the 2016 fiscal year are shown on page 76 of this Proxy Statement.
Payments to Mr. Callahan in Connection with His Departure
Mr. Callahan ceased to serve as an executive officer of the Company on September 1, 2016. As a result of his voluntary departure from the Company:
Mr. Callahan was not entitled to receive severance benefits under our Senior Executive Severance Plan nor continuation of health and welfare benefits under our benefit plans;
He forfeited his participation in the 2016 Key Executive Short-Term Incentive Plan and was not entitled to payments under the Plan;
Mr. Callahan forfeited his right to all unearned and unvested equity awards granted to him under the Company’s long-term incentive plans, including the annual equity award grants he received in April 2016, and all these awards were subsequently canceled; and
Mr. Callahan received $28,846 for earned but unused vacation days.
|
Name | Fees Earned ($) | Stock Awards ($) (1) | All Other ($) (2) | Total ($) | ||||||||||||
Sir Winfried Bischoff(3) | $ | 103,500 | $ | 115,000 | $ | 139 | $ | 218,639 | ||||||||
William D. Green | $ | 111,500 | (4) | $ | 115,000 | $ | 139 | $ | 226,639 | |||||||
Charles E. Haldeman, Jr. | $ | 254,500 | (5) | $ | 115,000 | $ | 139 | $ | 369,639 | |||||||
Rebecca Jacoby | $ | 94,000 | $ | 115,000 | $ | 139 | $ | 209,139 | ||||||||
Monique F. Leroux(6) | $ | 17,667 | 28,750 | $ | 12 | $ | 46,429 | |||||||||
Robert P. McGraw(7) | $ | 29,333 | $ | 38,333 | $ | 46 | $ | 67,712 | ||||||||
Maria R. Morris(6) | $ | 16,167 | $ | 28,750 | $ | 12 | $ | 44,929 | ||||||||
Hilda Ochoa-Brillembourg(3) | $ | 106,000 | (5) | $ | 115,000 | $ | 5,139 | $ | 226,139 | |||||||
Sir Michael Rake | $ | 119,500 | (5) | $ | 115,000 | $ | 139 | $ | 234,639 | |||||||
Edward B. Rust, Jr. | $ | 113,500 | (5) | $ | 115,000 | $ | 5,639 | $ | 234,139 | |||||||
Kurt L. Schmoke | $ | 100,000 | (8) | $ | 115,000 | $ | 139 | $ | 215,139 | |||||||
Sidney Taurel(7) | $ | 32,833 | $ | 38,333 | $ | 46 | $ | 71,212 | ||||||||
Richard E. Thornburgh | $ | 114,500 | (5) | $ | 115,000 | $ | 5,139 | $ | 234,639 | |||||||
| Name | | | | Fees Earned or Paid in Cash ($) | | | | Stock Awards ($) (1) | | | | All Other Compensation ($) (2) | | | | Total ($) | | ||||||||||||
| ||||||||||||||||||||||||||||||
| Marco Alverà | | | | | $ | 100,000 | | | | | | $ | 150,000 | | | | | | $ | 3,553 | | | | | | $ | 253,553 | | |
| ||||||||||||||||||||||||||||||
| William D. Green | | | | | $ | 118,000 (4) | | | | | | $ | 150,000 | | | | | | $ | 127 | | | | | | $ | 268,127 | | |
| ||||||||||||||||||||||||||||||
| Charles E. Haldeman, Jr. | | | | | $ | 250,000 (5) | | | | | | $ | 150,000 | | | | | | $ | 127 | | | | | | $ | 400,127 | | |
| ||||||||||||||||||||||||||||||
| Stephanie C. Hill | | | | | $ | 97,000 | | | | | | $ | 150,000 | | | | | | $ | 127 | | | | | | $ | 247,127 | | |
| ||||||||||||||||||||||||||||||
| Rebecca J. Jacoby | | | | | $ | 97,000 | | | | | | $ | 150,000 | | | | | | $ | 127 | | | | | | $ | 247,127 | | |
| ||||||||||||||||||||||||||||||
| Monique F. Leroux | | | | | $ | 104,500 | | | | | | $ | 150,000 | | | | | | $ | 127 | | | | | | $ | 254,627 | | |
| ||||||||||||||||||||||||||||||
| Maria R. Morris | | | | | $ | 108,500 | | | | | | $ | 150,000 | | | | | | $ | 127 | | | | | | $ | 258,627 | | |
| ||||||||||||||||||||||||||||||
| Sir Michael Rake (3) | | | | | $ | 106,500 (5) | | | | | | $ | 150,000 | | | | | | $ | 127 | | | | | | $ | 256,627 | | |
| ||||||||||||||||||||||||||||||
| Edward B. Rust, Jr. | | | | | $ | 118,000 | | | | | | $ | 150,000 | | | | | | $ | 5,127 | | | | | | $ | 273,127 | | |
| ||||||||||||||||||||||||||||||
| Kurt L. Schmoke | | | | | $ | 98,500 (6) | | | | | | $ | 150,000 | | | | | | $ | 627 | | | | | | $ | 249,127 | | |
| ||||||||||||||||||||||||||||||
| Richard E. Thornburgh | | | | | $ | 118,000 (4) | | | | | | $ | 150,000 | | | | | | $ | 127 | | | | | | $ | 268,127 | | |
| |
| | ||||||||||||
# 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 | | |
|
|
The annual cash compensation to be provided in respect of 2017 remains unchanged from that provided in respect of 2016.
respect of 2017,2018, eachnon-employee Director will receive an annualreceived a deferred share credit of $150,000 pursuant to the Director Deferred Stock Ownership Plan, increased from $115,000 as described below.Plan. The earned deferred$150,000 share credit of $115,000 in respect of fiscal year 2015 was paid in early 2016 under this Plan. This $115,0002018 was credited as 1,213.08 deferred shares based on the closing price of the88 2017 Proxy Statement DIRECTOR COMPENSATION (continued)Company’s common stock on January 4, 2016 of $94.80. The earned deferred share credit of $115,000 in respect of 2016 was paid in 2017 under this Plan. This $115,000 was credited as 1,060.98883.13 deferred shares based on the closing price of the Company’s common stock on January 3, 20172, 2019 of $108.39.These$169.85. The deferred share credits are payable in shares of the Company’s common stock following a Director’s termination of Board membership. Thisretainer and Board and Committee feescompensation in deferred shares of common stock in lieu of thesethe cash payments. For 2017,2019, the Company has written agreements with Ms. Ochoa-BrillembourgMessrs. Green, Haldeman and Messrs. Haldeman, Schmoke and Thornburgh and Sir Michael Rake to receive all or part of thesetheir 2019 cash payments as deferred shares.
In 2018, the Company made matching charitable contributions under the S&P Global PAC program for Messrs. Rust and Schmoke.
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.
Company and promotes long-term shareholder value.
|
106 2019 Proxy Statement |
|
Name of Beneficial Owner | Sole Voting Power and Sole Investment Power (#) | Shared Voting Power and Shared Investment Power (#) | Right to Acquire Shares within 60 Days by Exercise of Options (#) | Total Number of Shares Beneficially Owned (#) | Percent of Common Stock (%)(1) | Director Deferred Stock Ownership Plan (#)(3) | ||||||||||||||||||
John L. Berisford | 25,455 | — | — | 25,455 | (4 | ) | — | |||||||||||||||||
Sir Winfried Bischoff | 4,000 | — | — | 4,000 | (4 | ) | 35,613 | |||||||||||||||||
Jack F. Callahan | 41,839 | — | — | 41,839 | (4 | ) | — | |||||||||||||||||
William D. Green | 1,000 | — | — | 1,000 | (4 | ) | 8,996 | |||||||||||||||||
Charles E. Haldeman, Jr. | 3,000 | — | — | 3,000 | (4 | ) | 14,043 | |||||||||||||||||
Rebecca Jacoby | 400 | — | — | 400 | (4 | ) | 2,662 | |||||||||||||||||
Steven J. Kemps | — | — | — | — | (4 | ) | — | |||||||||||||||||
Monique Leroux | 500 | — | — | 500 | (4 | ) | 266 | |||||||||||||||||
Robert J. MacKay | 2,362 | — | — | 2,362 | (4 | ) | — | |||||||||||||||||
Alexander J. Matturri | 13,641 | — | 18,050 | 31,691 | (4 | ) | — | |||||||||||||||||
Maria Morris | 400 | — | — | 400 | (4 | ) | 266 | |||||||||||||||||
Hilda Ochoa-Brillembourg | 1,800 | — | — | 1,800 | (4 | ) | 51,037 | |||||||||||||||||
Douglas L. Peterson | 126,778 | — | 93,435 | 220,213 | (4 | ) | — | |||||||||||||||||
Sir Michael Rake | 400 | — | — | 400 | (4 | ) | 21,327 | |||||||||||||||||
Edward B. Rust, Jr. | 2,000 | — | — | 2,000 | (4 | ) | 69,593 | |||||||||||||||||
Kurt L. Schmoke | 1,036 | — | — | 1,036 | (4 | ) | 41,568 | |||||||||||||||||
Ewout L. Steenbergen | — | — | — | — | (4 | ) | — | |||||||||||||||||
Richard E. Thornburgh | 1,300 | 3,300 | (5) | — | 1,300 | (4 | ) | 7,989 | ||||||||||||||||
All Directors and executive officers of the Company as a group (a total of 26, including those named above)(6) | 272,853 | 3,300 | 134,719 | 407,572 | 0.2 | % | 253,360 |
| Name of Beneficial Owner | | | | Sole Voting Power and Sole Investment Power (#) | | | | Shared Voting Power and Shared Investment Power (#) | | | | Right to Acquire Shares within 60 Days by Exercise of Options (#) | | | | Total Number of Shares Beneficially Owned (#) | | | | Percent of Common Stock (%) (1) | | | | Director Deferred Stock Ownership Plan (#) (3) | | ||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||
| Marco Alverà | | | | | | 400 | | | | | | | — | | | | | | | — | | | | | | | 400 | | | | | | | (4 ) | | | | | | | 1,651 | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| William J. Amelio (5) | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | (4 ) | | | | | | | — | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| John L. Berisford | | | | | | 35,689 | | | | | | | — | | | | | | | — | | | | | | | 35,689 | | | | | | | (4 ) | | | | | | | — | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Michael A. Chinn (6) | | | | | | 32,437 | | | | | | | — | | | | | | | — | | | | | | | 32,437 | | | | | | | (4 ) | | | | | | | — | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| William D. Green | | | | | | 1,000 | | | | | | | — | | | | | | | — | | | | | | | 1,000 | | | | | | | (4 ) | | | | | | | 10,996 | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Charles E. Haldeman, Jr. | | | | | | 3,000 | | | | | | | — | | | | | | | — | | | | | | | 3,000 | | | | | | | (4 ) | | | | | | | 19,188 | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Stephanie C. Hill | | | | | | 400 | | | | | | | — | | | | | | | — | | | | | | | 400 | | | | | | | (4 ) | | | | | | | 1,805 | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Rebecca J. Jacoby | | | | | | 400 | | | | | | | — | | | | | | | — | | | | | | | 400 | | | | | | | (4 ) | | | | | | | 4,524 | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Monique F. Leroux | | | | | | 500 | | | | | | | — | | | | | | | — | | | | | | | 500 | | | | | | | (4 ) | | | | | | | 2,077 | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Alexander J. Matturri | | | | | | 17,675 | | | | | | | — | | | | | | | 16,259 | | | | | | | 33,934 | | | | | | | (4 ) | | | | | | | — | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Maria R. Morris | | | | | | 400 | | | | | | | — | | | | | | | — | | | | | | | 400 | | | | | | | (4 ) | | | | | | | 2,077 | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Douglas L. Peterson | | | | | | 175,131 | | | | | | | — | | | | | | | 51,304 | | | | | | | 226,435 | | | | | | | (4 ) | | | | | | | — | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Sir Michael Rake (7) | | | | | | 400 | | | | | | | — | | | | | | | — | | | | | | | 400 | | | | | | | (4 ) | | | | | | | 23,982 | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Edward B. Rust, Jr. | | | | | | 2,000 | | | | | | | — | | | | | | | — | | | | | | | 2,000 | | | | | | | (4 ) | | | | | | | 72,904 | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Kurt L. Schmoke | | | | | | 1,036 | | | | | | | — | | | | | | | — | | | | | | | 1,036 | | | | | | | (4 ) | | | | | | | 44,870 | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Ewout L. Steenbergen | | | | | | 18,794 | | | | | | | — | | | | | | | — | | | | | | | 18,794 | | | | | | | (4 ) | | | | | | | — | | |
| ||||||||||||||||||||||||||||||||||||||||||||
| Richard E. Thornburgh | | | | | | 1,300 | | | | | | | 3,300 (8) | | | | | | | — | | | | | | | 1,300 | | | | | | | (4 ) | | | | | | | 10,684 | | |
| | | ||||||||||||||||||||||||||||||||||||||||||
| All Directors and executive officers of the Company as a group (a total of 25, including those named above) (9) | | | | | | 338,247 | | | | | | | 10,527 | | | | | | | 73,752 | | | | | | | 419,226 | | | | | | | 0.2% | | | | | | | 194,758 | | |
|
Name and Address of Beneficial Owner | Sole or Shared Voting Power (#) | Sole or Shared Dispositive Power (#) | Total Number of Shares Beneficially Owned (#) | Percent of Common Stock (%)(1) | ||||||||||||
FMR LLC 245 Summer Street Boston, Massachusetts 02210(2) | 1,360,978 | 13,165,521 | 13,165,521 | 5.081 | ||||||||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355(3) | 457,574 | 18,654,716 | 18,654,716 | 7.19 | ||||||||||||
BlackRock, Inc. 55 East 52nd Street New York, New York 10022(4) | 12,699,452 | 15,164,765 | 15,164,765 | 5.9 | ||||||||||||
State Street Corporation State Street Financial Center One Lincoln Street Boston, Massachusetts 02111 (5) | 14,174,401 | 14,174,401 | 14,174,401 | 5.47 | ||||||||||||
|
| Name and Address of Beneficial Owner | | | | Sole or Shared Voting Power (#) | | | | Sole or Shared Dispositive Power (#) | | | | Total Number of Shares Beneficially Owned (#) | | | | Percent of Common Stock (%) (1) | | ||||||||||||
| ||||||||||||||||||||||||||||||
| The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355 (2) | | | | | | 367,228 | | | | | | | 20,856,350 | | | | | | | 20,856,350 | | | | | | | 8.31% | | |
| ||||||||||||||||||||||||||||||
| BlackRock, Inc. 55 East 52nd Street New York, New York 10022 (3) | | | | | | 14,476,947 | | | | | | | 17,062,252 | | | | | | | 17,062,252 | | | | | | | 6.80% | | |
| ||||||||||||||||||||||||||||||
| State Street Corporation State Street Financial Center One Lincoln Street Boston, Massachusetts 02111 (4) | | | | | | 11,314,151 | | | | | | | 12,068,382 | | | | | | | 12,432,605 | | | | | | | 4.90% | | |
|
|
REPORTING COMPLIANCE
FEES AND SERVICES
Services Rendered | Year Ended 12/31/16 | Year Ended 12/31/15 | ||||||
Audit Fees | $ | 6,373,000 | $ | 6,471,800 | ||||
Audit-Related Fees | $ | 3,453,000 | $ | 2,092,100 | ||||
Tax Fees | $ | 2,253,000 | $ | 2,573,000 | ||||
All Other Fees | — | — |
| Services Rendered | | | | Year Ended 12/31/18 | | | | Year Ended 12/31/17 | | ||||||
| ||||||||||||||||
| Audit Fees | | | | | $ | 6,863,000 | | | | | | $ | 6,560,000 | | |
| ||||||||||||||||
| Audit-Related Fees | | | | | $ | 1,736,000 | | | | | | $ | 1,636,000 | | |
| ||||||||||||||||
| Tax Compliance Fees | | | | | $ | 2,024,000 | | | | | | $ | 2,071,000 | | |
| ||||||||||||||||
| All Other Fees | | | | | | — | | | | | | | — | | |
|
process, including the system of internal controls. The Board has adopted a written Charter for the Audit Committee.
2019.
Charles E. Haldeman, Jr.
Monique F. Leroux
Maria R. Morris
Hilda Ochoa-Brillembourg
Richard E. Thornburgh
|
Sir Michael Rake
Edward B. Rust, Jr.
| | | |||
| |
| |
|
Compensation Program for the Company’s Named Executive Officers
basis.
| | | |||
| |
| |
|
Conducts2019 Stock Incentive Plan’s stated purpose (as described above). As of December 31, 2018, there were approximately 883 employees and 0 individual consultants, advisors and other service providers eligible to receive awards under the 2019 Stock Incentive Plan.
participant in respect of such award prior to the time such award (or the applicable portion thereof) vests (and, in the case of performance awards, the applicable performance condition is achieved).
| Plan Category | | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) (c) | | |||||||||
| |||||||||||||||||||||||
| Equity compensation plans approved by security holders | | | | | | 1,652,682 | | | | | | $ | 47.92 | | | | | | | 33,293,160 | | |
| |||||||||||||||||||||||
| Equity compensation plans not approved by security holders | | | | | | — | | | | | | | — | | | | | | | — | | |
| |||||||||||||||||||||||
| Total | | | | | | 1,652,682 (1) | | | | | | $ | 47.92 | | | | | | | 33,293,160 (2)(3) | | |
If you are a registered shareholder (that is, if you own shares directly in your own name and they are either kept at our transfer agent or are in your possession) the enclosed proxy card provides you with a choice of voting on the Company holdingsay-on-pay every one, two or three years, or to abstain from voting onFOR this proposal. If you are a beneficial owner (that is, if your shares are held for you by your bank, broker or other holder of record), please refer to the voting instruction card provided by your bank, broker or other holder of record, which should include these same four voting choices.
Our shareholders voted on a similar proposal in 2011, with the majority voting to hold thesay-on-pay vote every year. While this proposal is advisory and is not binding on the Company, the Board appreciates and values shareholders’ views on this issue, and believes that an annualsay-on-pay vote provides the highest level of accountability to the Company and its shareholders. Most elements of our executive compensation program are reviewed and determined annually, including base salary, annual cash incentives under the Company’s Key Executive Short-Term Incentive Compensation Plan, and awards under our Long-Term Incentive Plan. Holding annualsay-on-pay votes would more closely coincide with these decisions and provide valuable feedback to the Board on a more timely basis.
While the Board is recommending that shareholders vote in favor of holdingsay-on-pay every one year, you are not voting to approve or disapprove the Board’s recommendation. The proxy card provides you with a choice of voting for the Company holdingsay-on-pay every one, two or three years (or to abstain from voting on this proposal).
It is expected that the next vote on asay-on-pay frequency proposal will occur at the 2023 annual meeting of shareholders.
|
Unless you specify otherwise, the Board intends the accompanying proxy to be voted in accordance with its recommendation.
| | | | | | Your Board of Directors recommends that you vote FOR the approval of the 2019 Stock Incentive Plan. | ||
|
|
-in-Control
| Name and Position | | | | Dollar Value ($) (1) | | | | Number of Shares (2) | | ||||||
| All non-employee directors as a group | | | | | $ | 1,760,000 | | | | | | | 10,357 | | |
| | | | | | Your Board of Directors recommends that you vote FOR the approval of the Director Deferred Stock Ownership Plan, as Amended and Restated | |
| | | |||
| |
| |
KATHERINE J. BRENNAN
Senior Vice President, Deputy
Counsel &
Corporate Secretary
New York, New York
March 13, 2017
|
25, 2019
| (Unaudited) Year ended December 31, 2018* | | | | Revenue | | | | EBITA (Operating Profit) | | | | Diluted Earnings per Share** | | | | EBITA Margin (Operating Profit Margin) | | ||||||||||||
| (dollars in millions, except per share data) | | ||||||||||||||||||||||||||||
| As reported | | | | | $ | 6,258 | | | | | | $ | 2,790 | | | | | | $ | 7.73 | | | | | | | 44.6% | | |
| Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ||||||||||||||||||||||||||||||
| Ratings adjustments, including legal settlement expenses and employee severance charges | | | | | | — | | | | | | | 82 | | | | | | | 0.32 | | | | | | | | | |
| ||||||||||||||||||||||||||||||
| Market Intelligence adjustments, including restructuring charges related to a business disposition and employee severance charges | | | | | | — | | | | | | | 7 | | | | | | | 0.03 | | | | | | | | | |
| ||||||||||||||||||||||||||||||
| Corporate Unallocated adjustments, including Kensho retention-related expense, lease impairments, and employee severance charges | | | | | | — | | | | | | | 52 | | | | | | | 0.22 | | | | | | | | | |
| ||||||||||||||||||||||||||||||
| Deal-related amortization | | | | | | — | | | | | | | 122 | | | | | | | 0.48 | | | | | | | | | |
| ||||||||||||||||||||||||||||||
| Other income (pension-related charge) | | | | | | — | | | | | | | — | | | | | | | 0.02 | | | | | | | | | |
| ||||||||||||||||||||||||||||||
| Provision for taxes on income | | | | | | — | | | | | | | — | | | | | | | (0.29) | | | | | | | | | |
| Non-GAAP adjustment subtotal | | | | | | — | | | | | | | 263 | | | | | | | 0.77 | | | | | | | | | |
| Adjusted | | | | | $ | 6,258 | | | | | | $ | 3,052 | | | | | | $ | 8.50 | | | | | | | 48.8% | | |
| ||||||||||||||||||||||||||||||
| Further Non-GAAP ICP Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ||||||||||||||||||||||||||||||
| Unspent strategic investment funds | | | | | | — | | | | | | | (20) | | | | | | | — | | | | | | | | | |
| ||||||||||||||||||||||||||||||
| Acquisitions | | | | | | (28) | | | | | | | 3 | | | | | | | — | | | | | | | | | |
| Further Non-GAAP ICP Adjustments subtotal | | | | | | (28) | | | | | | | (17) | | | | | | | — | | | | | | | | | |
| ICP Adjusted subtotal | | | | | $ | 6,230 | | | | | | $ | 3,035 | | | | | | $ | 8.50 | | | | | | | | | |
| Divestitures | | | | | | — | | | | | | | — | | | | | | | 0.42 | | | | | | | | | |
| ||||||||||||||||||||||||||||||
| Changes in tax law | | | | | | — | | | | | | | — | | | | | | | (1.11) | | | | | | | | | |
| ||||||||||||||||||||||||||||||
| Benefits from structural organizational changes making ICP Adjusted EPS results comparable to 2015 Baseline ICP Adjusted EPS results | | | | | | — | | | | | | | — | | | | | | | (0.08) | | | | | | | | | |
| ICP Adjusted | | | | | $ | 6,230 | | | | | | $ | 3,035 | | | | | | $ | 7.73 | | | | | | | 48.7% | | |
Year ended December 31, 2016* | Revenue | Operating Profit | Diluted Earnings per Share** | |||||||||||||||||
(dollars in millions, except per share data) | ||||||||||||||||||||
As reported | $ | 5,661 | $ | 3,369 | $ | 7.94 | ||||||||||||||
Non-GAAP Adjustments: | ||||||||||||||||||||
Ratings adjustments, including net legal settlement insurance recoveries, partially offset by restructuring charges | (4 | ) | (0.02 | ) | ||||||||||||||||
Market and Commodities Intelligence adjustments, including gains on dispositions of J.D. Power, SPSE/CMA businesses and fund research business, partially offset by disposition-related costs, a technology-related impairment charge and acquisition-related costs | (1,027 | ) | (3.87 | ) | ||||||||||||||||
Unallocated expense adjustments—disposition-related reserve release | (3 | ) | (0.01 | ) | ||||||||||||||||
Deal-related amortization | 96 | 0.36 | ||||||||||||||||||
Non-GAAP Adjustment Subtotal | — | (938 | ) | (3.54 | ) | |||||||||||||||
Adjusted | $ | 5,661 | $ | 2,431 | $ | 4.40 | ||||||||||||||
FurtherNon-GAAP ICP Adjustments: | ||||||||||||||||||||
Interest expense—redemption related to early payment of senior notes | $ |
0.05 |
| |||||||||||||||||
Provision for taxes on income | $ | 0.89 | ||||||||||||||||||
Addback of dispositions | $ | 159 | $ | 33 | $ | 0.09 | ||||||||||||||
Foreign exchange adjustment | (9 | ) | (37 | ) | ($ | 0.10 | ) | |||||||||||||
ICP Adjustment Subtotal | $ | 150 | (4 | ) | $ | 0.94 | ||||||||||||||
ICP Adjusted | $ | 5,811 | $ | 2,427 | $ | 5.34 |
| (Unaudited) Ratings Year ended December 31, 2018* | | | | Revenue | | | | EBITA (Operating Profit) | | | | EBITA Margin (Operating Profit Margin) | | |||||||||
| (dollars in millions) | | |||||||||||||||||||||
| As reported | | | | | $ | 2,883 | | | | | | $ | 1,530 | | | | | | | 53.0% | | |
| Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | | |
| |||||||||||||||||||||||
| Ratings adjustments, including legal settlement expenses and employee severance charges | | | | | | — | | | | | | | 82 | | | | | | | | | |
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| Deal-related amortization | | | | | | — | | | | | | | 2 | | | | | | | | | |
| Non-GAAP adjustment subtotal | | | | | | — | | | | | | | 84 | | | | | | | | | |
| Adjusted | | | | | $ | 2,883 | | | | | | $ | 1,614 | | | | | | | 56.0% | | |
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| Further Non-GAAP ICP Adjustments: | | | | | | | | | | | | | | | | | | | | | | |
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| Corporate Unallocated adjustments | | | | | | — | | | | | | | (18) | | | | | | | | | |
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| Strategic investment spend | | | | | | — | | | | | | | 3 | | | | | | | | | |
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| Adjustment relating to the adoption of a new accounting standard*** | | | | | | 13 | | | | | | | 13 | | | | | | | | | |
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| Acquisitions | | | | | | (6) | | | | | | | (1) | | | | | | | | | |
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| Foreign exchange | | | | | | 4 | | | | | | | (8) | | | | | | | | | |
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| Other | | | | | | — | | | | | | | (3) | | | | | | | | | |
| Further Non-GAAP ICP Adjustments subtotal | | | | | | 11 | | | | | | | (14) | | | | | | | | | |
| ICP Adjusted | | | | | $ | 2,894 | | | | | | $ | 1,599 | | | | | | | 55.3% | | |
| (Unaudited) Market Intelligence Year ended December 31, 2018* | | | | Revenue | | | | EBITA (Operating Profit) | | | | EBITA Margin (Operating Profit Margin) | | |||||||||
| (dollars in millions) | | |||||||||||||||||||||
| As reported | | | | | $ | 1,833 | | | | | | $ | 545 | | | | | | | 29.8% | | |
| Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | | |
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| Market Intelligence adjustments, including restructuring charges related to a business disposition and employee severance charges | | | | | | — | | | | | | | 7 | | | | | | | | | |
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| Deal-related amortization | | | | | | — | | | | | | | 73 | | | | | | | | | |
| Non-GAAP adjustment subtotal | | | | | | — | | | | | | | 80 | | | | | | | | | |
| Adjusted | | | | | $ | 1,833 | | | | | | $ | 625 | | | | | | | 34.1% | | |
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| Further Non-GAAP ICP Adjustments: | | | | | | | | | | | | | | | | | | | | | | |
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| Corporate Unallocated adjustments | | | | | | — | | | | | | | (3) | | | | | | | | | |
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| Strategic investment spend | | | | | | — | | | | | | | 6 | | | | | | | | | |
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| Acquisitions | | | | | | (23) | | | | | | | 4 | | | | | | | | | |
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| Adjustment relating to the adoption of a new accounting standard*** | | | | | | (12) | | | | | | | (7) | | | | | | | | | |
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| Foreign exchange adjustment | | | | | | — | | | | | | | (4) | | | | | | | | | |
| Further Non-GAAP ICP Adjustments subtotal | | | | | | (34) | | | | | | | (4) | | | | | | | | | |
| ICP Adjusted | | | | | $ | 1,798 | | | | | | $ | 622 | | | | | | | 34.6% | | |
| (Unaudited) Indices Year ended December 31, 2018* | | | | Revenue | | | | EBITA (Operating Profit) | | | | EBITA Margin (Operating Profit Margin) | | |||||||||
| (dollars in millions) | | |||||||||||||||||||||
| As reported | | | | | $ | 837 | | | | | | $ | 563 | | | | | | | 67.3% | | |
| Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | | |
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| Deal-related amortization | | | | | | — | | | | | | | 6 | | | | | | | | | |
| Non-GAAP adjustment subtotal | | | | | | — | | | | | | | — | | | | | | | | | |
| Adjusted | | | | | $ | 837 | | | | | | $ | 568 | | | | | | | 68.0% | | |
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| Further Non-GAAP ICP Adjustments: | | | | | | — | | | | | | | — | | | | | | | | | |
| ICP Adjusted | | | | | $ | 837 | | | | | | $ | 568 | | | | | | | 68.0% | | |
| (Unaudited) Year ended December 31, 2017* | | | | Revenue | | | | EBITA (Operating Profit) | | | | Diluted Earnings per Share** | | | | EBITA Margin (Operating Profit Margin) | | ||||||||||||
| (dollars in millions, except per share data) | | ||||||||||||||||||||||||||||
| As reported | | | | | $ | 6,063 | | | | | | $ | 2,583 | | | | | | $ | 5.78 | | | | | | | 42.6% | | |
| Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Ratings adjustments, including legal settlement expenses and employee severance charges | | | | | | — | | | | | | | 80 | | | | | | | 0.31 | | | | | | | | | |
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| Market Intelligence adjustments, including employee severance charges and a non-cash disposition-related adjustment | | | | | | — | | | | | | | 11 | | | | | | | 0.04 | | | | | | | | | |
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| Platts adjustments, including a non-cash acquisition-related adjustment, a charge to exit a lease facility, an asset write-off and employee severance charges | | | | | | — | | | | | | | 21 | | | | | | | 0.08 | | | | | | | | | |
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| Corporate Unallocated adjustments, including a charge to exit leased facilities and employee severance charges | | | | | | — | | | | | | | 29 | | | | | | | 0.11 | | | | | | | | | |
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| Deal-related amortization | | | | | | — | | | | | | | 98 | | | | | | | 0.38 | | | | | | | | | |
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| Other income (pension-related charge) | | | | | | — | | | | | | | — | | | | | | | 0.03 | | | | | | | | | |
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| Provisions for taxes on income | | | | | | — | | | | | | | — | | | | | | | 0.16 | | | | | | | | | |
| Non-GAAP adjustment subtotal | | | | | | — | | | | | | | 239 | | | | | | | 1.12 | | | | | | | | | |
| Adjusted | | | | | $ | 6,063 | | | | | | $ | 2,822 | | | | | | $ | 6.89 | | | | | | | 46.5% | | |
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| Further Non-GAAP ICP Adjustments: | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | | | |
| ICP Adjusted | | | | | $ | 6,063 | | | | | | $ | 2,822 | | | | | | $ | 6.89 | | | | | | | 46.5% | | |
| (Unaudited) Year ended December 31, 2015 | | | | Revenue | | | | EBITA (Operating Profit) | | | | Diluted Earnings per Share** | | |||||||||
| (dollars in millions except per share data) | | |||||||||||||||||||||
| As reported | | | | | $ | 5,313 | | | | | | $ | 1,908 | | | | | | $ | 4.21 | | |
| Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | | |
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| Ratings adjustments, including legal settlements expenses and restructuring charges, partially offset by insurance recoveries | | | | | | | | | | | | | 68 | | | | | | | 0.25 | | |
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| Market Intelligence adjustments, including operating efficiencies primarily related to restructuring and acquisition-related costs | | | | | | | | | | | | | 69 | | | | | | | 0.25 | | |
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| Platts restructuring charge | | | | | | | | | | | | | 1 | | | | | | | — | | |
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| Corporate unallocated adjustments, including a gain on the sale of our interest in a legacy McGraw Hill Construction investment, partially offset by restructuring charges | | | | | | | | | | | | | (2) | | | | | | | (0.01) | | |
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| Deal-related amortization | | | | | | | | | | | | | 67 | | | | | | | 0.24 | | |
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| Provisions for taxes on income | | | | | | | | | | | | | | | | | | | | (0.26) | | |
| Non-GAAP adjustment subtotal | | | | | | — | | | | | | | 203 | | | | | | | 0.48 | | |
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| Adjusted**** | | | | | $ | 5,313 | | | | | | $ | 2,111 | | | | | | $ | 4.69 | | |
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Ratings Year ended December 31, 2016* | Revenue | Operating Profit | ||||||||||||||||||
(dollars in millions) | ||||||||||||||||||||
As reported | $ | 2,535 | $ | 1,262 | ||||||||||||||||
Non-GAAP Adjustments: | ||||||||||||||||||||
Ratings adjustments, including net legal settlement insurance recoveries, partially offset by restructuring charges | (4 | ) | ||||||||||||||||||
Deal-related amortization | 5 | |||||||||||||||||||
Non-GAAP Adjustment Subtotal | — | 1 | ||||||||||||||||||
Adjusted | $ | 2,535 | $ | 1,263 | ||||||||||||||||
FurtherNon-GAAP ICP Adjustments: | ||||||||||||||||||||
Foreign exchange adjustment | (28 | ) | ||||||||||||||||||
ICP Adjusted | $ | 2,535 | $ | 1,235 | ||||||||||||||||
Market and Commodities Intelligence Year ended December 31, 2016* | Revenue | Operating Profit | ||||||||||||||||||
(dollars in millions) | ||||||||||||||||||||
As reported | $ | 2,585 | $ | 1,822 | ||||||||||||||||
Non-GAAP Adjustments: | ||||||||||||||||||||
Market and Commodities Intelligence adjustments, including gains on dispositions of J.D. Power, SPSE/CMA businesses and fund research business, partially offset by disposition-related costs, a technology-related impairment charge and acquisition-related costs | (1,027 | ) | ||||||||||||||||||
Deal-related amortization | — | 85 | ||||||||||||||||||
Non-GAAP Adjustment Subtotal | (942 | ) | ||||||||||||||||||
Adjusted | $ | 2,585 | $ | 881 | ||||||||||||||||
FurtherNon-GAAP ICP Adjustments: | ||||||||||||||||||||
Addback of dispositions net of acquisitions | 151 | 37 | ||||||||||||||||||
Foreign exchange adjustment | (1 | ) | (11 | ) | ||||||||||||||||
ICP Adjusted | $ | 2,735 | $ | 907 |
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Indices Year ended December 31, 2016* | Revenue | Operating Profit | ||||||||||||||||||
(dollars in millions) | ||||||||||||||||||||
As reported | $ | 639 | $ | 412 | ||||||||||||||||
Non-GAAP Adjustments: | ||||||||||||||||||||
Deal-related amortization | 6 | |||||||||||||||||||
Non-GAAP Adjustment Subtotal | — | 6 | ||||||||||||||||||
Adjusted | $ | 639 | $ | 417 | ||||||||||||||||
FurtherNon-GAAP ICP Adjustments: | ||||||||||||||||||||
Acquisition of TruCost | (1 | ) | 2 | |||||||||||||||||
ICP Adjusted | $ | 638 | $ | 420 |
Year ended December 31, 2015* | Revenue | Operating Profit | Diluted Earnings per Share** | |||||||||
(dollars in millions, except per share data) | ||||||||||||
As reported | $ | 5,313 | $ | 1,917 | $ | 4.21 | ||||||
Non-GAAP Adjustments: | ||||||||||||
Ratings adjustments, including net legal settlements, expenses and restructuring charges, partially offset by insurance recoveries |
| 68 |
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| 0.25 |
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Market and Commodities Intelligence adjustments, including operating efficiencies primarily related to restructuring and acquisition-related costs |
| 70 |
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| 0.25 |
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Unallocated expense adjustments, including a gain on the sale of our interest in a legacy McGraw Hill Construction investment, partially offset by restructuring charges |
| (2 | ) |
| (0.01 | ) | ||||||
Deal-related amortization | 67 | 0.24 | ||||||||||
Provision for taxes on income | (0.26 | ) | ||||||||||
Non-GAAP Adjustment Subtotal | — | 203 | 0.48 | |||||||||
Adjusted*** | $ | 5,313 | $ | 2,121 | $ | 4.69 | ||||||
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spglobal.com
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Instead App A-6
Proxies submittedin the form of Dividend Equivalents as the Committee may determine at or after grant.
VALIDATION DETAILS ARE LOCATED BELOW IN THE SHADED BAR.
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); excluding, however, such a Corporate Transaction pursuant to which all of the following conditions are met: (a) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 20% of, respectively, the outstanding shares of common stock, and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns S&P Global or all or substantially all of S&P Global’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, (b) no Person (other than S&P Global, any employee benefit plan (or related trust) of S&P Global or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (c) individuals
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ADMISSION TICKET
Global Inc.2017 Annual Meeting of ShareholdersWednesday, April 26, 201710:00 a.m. (EDT) – Registration opens (Lobby)11:00 a.m. (EDT) – Annual Meeting (36th floor Conference Center)55 Water StreetNew York, New York 10041-0003If you wish to attend theGlobal’s 2019 Annual Meeting of Shareholders, the Plan shall become effective as of the 2019 Plan Effective Date. The Plan, as it may be amended from time to time, shall continue in effect for a period of ten years after the 2019 Plan Effective Date, unless earlier terminated by the Board pursuant to Section 11.
Company’s 2019 Annual Meeting Availableof Shareholders, this amendment and restatement is effective as of the date of the Company’s 2019 Annual Meeting of Shareholders (the “Effective Date”). The Plan shall remain in effect until the earlier of (i) the ten-year anniversary of the Effective Date, (ii) its termination by Webcastaction of the Board, (iii) its termination as set forth in Section 12.02 of the Plan, or (iv) when no shares of Common Stock remain available under the Plan.
To listen
information as the Director’s home country.
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ENVELOPE.q2019 Annual Meeting Proxy CardCardFor Against Abstain000004MR A SAMPLEDESIGNATION (IF ANY)ADD 1ADD 2ADD 3ADD 4ADD 5ADD 6ENDORSEMENT_LINE______________ SACKPACK_____________1234 5678 9012 345MMMMMMMMMMMMMMMMMMMMMMMM4 1 4 6 6 6MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDC 1234567890 J N TC123456789MMMMMMMMMMMMMMMMMMM000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 extIf no electronic voting,delete QR code and control #Δ ≈You may vote online or by phone instead of mailing this card.OnlineGo to www.investorvote.com/SPGI or scanthe QR code — login details are located inthe shaded bar below.Save paper, time and money!Sign up for electronic delivery atwww.investorvote.com/SPGIPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaVotes submitted electronically must be received by11:00 AM, EDT, on May 9, 2019. 401(k) participantsmust vote by 2:00 PM, EDT, on May 7, 2019; see noteon reverseYour vote matters – here’s how to vote!
The for Annual Meeting — May 9, 2019The undersigned appoints Katherine J. BrennanTaptesh (Tasha) K. Matharu and Steven J. Kemps, and each of them, as proxies with full power of substitution, to vote the shares of stock ofstockof S&P Global Inc. (the “Company”), which the undersigned is entitled to vote, at the Annual Meeting of Shareholders of the Company to be held at the principal executive officesprincipaloffices of the Company, 55 Water Street, New York, NY 10041 on Wednesday, April 26, 2017,Thursday, May 9, 2019, at 11:00 a.m. (EDT), and any adjournment thereof.
Notethereof.Note to 401(k) Participants. If you are a current or former employee of the Company, this card also provides voting instructions for shares held in The 401(k) Savings andSavingsand Profit Sharing Plan (the “Plan”) of S&P Global Inc. and Its Subsidiaries and the Standard & Poor’s 401(k) Savings and Profit Sharing Plan for Represented Employees.Subsidiaries. If you are a participant in either of these Plansthe Plan and have shares of common stock of the Company allocatedCompanyallocated to your account under one of these Plans,the Plan, you have the right to direct The Northern Trust Company, the Trustee of each of these Plansthe Plan (the “Trustee”), to vote the shares held inheldin your account. The Trustee will vote allocated shares for which no direction is received and unallocated shares, if any (together “Undirected Shares”), in the same proportionsameproportion as the shares for which direction is received, subject to the Plan documents.Computershare, the Company’s transfer agent, must receive your instructionsyourinstructions by 2:00 p.m. (EDT) on April 24, 2017May 7, 2019 in order to communicate your instructions to the Trustee, who will then vote all the shares of common stock of S&P Global&PGlobal Inc. which are credited to the undersigned’s account as of March 6, 2017.18, 2019. Under the Plans,Plan, you are a “named fiduciary” for the purpose of voting shares in yourinyour account and your proportionate share of the Undirected Shares. This means that you have ultimate authority to control the manner in which the shares are voted.arevoted. By submitting voting instructions by telephone, Internet, or by signing and returning this voting instruction card, you direct the Trustee to vote these shares,in person or by proxy, as designated herein, at the Annual Meeting of Shareholders.
(See (See reverse side for voting instructions)
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