8-KLeadership ChangesCorporate ChangesRegulation FD+1

S&P Global Inc. 8-K Report, Executive Changes (Jul 11, 2013)

Filed July 11, 2013For Securities:SPGI

Summary

This 8-K filing from S&P Global Inc. (formerly McGraw Hill Financial) on July 11, 2013, primarily announces significant leadership changes. Harold (Terry) McGraw III will retire as CEO and President effective November 1, 2013, transitioning to Non-Executive Chairman of the Board. Douglas Peterson, previously President of Standard & Poor’s Ratings Services, will succeed Mr. McGraw as CEO and President and has also been appointed to the Board of Directors. Investor considerations include the compensation packages for both the outgoing and incoming CEOs, as well as a supplemental grant for the CFO to ensure a smooth leadership transition. The company also amended its bylaws to increase the size of the Board of Directors by one member. The appointment of Douglas Peterson, with his extensive financial services background, signals a continuation of experienced leadership at the helm of the company.

Key Highlights

  • 1Leadership Transition: Harold (Terry) McGraw III to retire as CEO and President on November 1, 2013, becoming Non-Executive Chairman.
  • 2Successor Appointed: Douglas Peterson, current President of S&P Ratings Services, will take over as CEO and President, effective November 1, 2013.
  • 3Board Expansion: The Board of Directors has been expanded from 13 to 14 members.
  • 4Mr. Peterson's Compensation: Annual base salary of $900,000, target bonus of $800,000 for 2013, and a $4 million long-term incentive target for 2014.
  • 5Mr. McGraw's New Role: Compensation as Non-Executive Chairman includes a $400,000 annual retainer and certain perquisites (car, driver, aircraft use), with reimbursement for personal aircraft use.
  • 6CFO Incentive: Jack F. Callahan, Jr. (CFO) received a supplemental grant of $1.5 million in performance share units (PSUs) tied to 2015 EPS targets.
  • 7Experienced New CEO: Douglas Peterson brings over 25 years of financial services experience, including leadership roles at Citibank.

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