Ian Livingston
Chair of the Board at SPGI
Board
About Ian Livingston
Ian Paul Livingston, age 60, is an independent director of S&P Global since 2020, serving on the Audit and Finance Committees and designated a financial expert on the Audit Committee. He is nominated to become Independent Board Chair effective May 7, 2025, subject to re-election. Career highlights include CEO of BT Group (2008–2013) and UK Minister for Trade and Investment (2013–2015); he is also a member of the House of Lords. Other current listed company directorships include National Grid plc, where he is Senior Independent Director and Chair of the Finance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BT Group plc | Chief Executive Officer | 2008–2013 | Led UK telecom provider |
| UK Government | Minister for Trade and Investment | 2013–2015 | Responsible for UK trade/inward investment |
| BT Group plc | Chief Financial Officer | Prior to CEO | Financial leadership at FTSE 100 firm |
| Dixons Group plc | Chief Financial Officer | Prior (youngest FTSE 100 CFO) | Retail finance leadership |
| Currys plc | Chairman | Prior | Board leadership at consumer electronics retailer |
| Man Group plc | Chairman (FTSE 250) | Prior | Board leadership at fund manager |
| Belmond Ltd | Non-Exec Director & Audit Chair | Prior | Audit oversight at luxury hotels group |
| Celtic plc | Non-Exec Director & Audit Chair | Prior | Audit oversight |
External Roles
| Organization | Role | Status/Committee |
|---|---|---|
| National Grid plc | Senior Independent Director; Chair of Finance Committee | Current; Finance Chair |
| Business Growth Fund (BGF) | Non-Executive Chair | Current |
Board Governance
- Committee assignments: Audit (member; financial expert), Finance (member). Finance Committee chaired by Marco Alverà; Audit Committee chaired by Rebecca Jacoby .
- Independence: All director nominees are independent except the CEO; Board Chair role remains independent; Livingston nominated as next Independent Board Chair effective May 7, 2025 subject to re-election .
- Attendance and engagement: In 2024, no director attended fewer than 75% of meetings; Board held 10 meetings. Committee meetings: Audit 10, Compensation 10, Executive 3, Finance 6, Nominating 9. All directors attended the 2024 Annual Meeting. Independent directors met in executive session at least 10 times in 2024 .
| 2024 Meeting Counts | Board | Audit | Compensation | Executive | Finance | Nominating |
|---|---|---|---|---|---|---|
| Meetings held | 10 | 10 | 10 | 3 | 6 | 9 |
Fixed Compensation (Director)
| Element (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Program terms |
| Audit Committee member retainer | $18,000 | Program terms |
| Finance Committee member retainer | $12,000 | Program terms |
| Total fees earned (cash) | $130,000 | Livingston elected to defer all under Director Deferred Stock Ownership Plan |
| All other compensation | $50,060 | Includes life insurance premiums and charitable matching ($50,000 match) |
| Total 2024 compensation | $405,060 | Per Director Compensation Table |
Program governance:
- No meeting fees; annual committee chair/member retainers per program .
- Charitable matching program doubled match cap to $50,000 during May/Dec 2024 special campaign .
Performance Compensation (Director)
Directors do not receive performance-based pay; equity is delivered as deferred share credits to strengthen alignment.
| Equity Component | Detail |
|---|---|
| Annual deferred share credit value | $225,000 (2024) |
| Deferred shares credited for 2024 | 454.09 units, based on $495.50 closing price on Jan 2, 2025 |
| Awards outstanding under plan (as of Dec 31, 2024) | 1,413 shares (Livingston) |
| Director Deferred Stock Awards (as of Mar 6, 2025) | 2,145 units (Livingston) |
| Holding requirement | Must hold deferred share credits until retirement; delivery post-termination via lump sum or up to 5 annual installments |
| 2025 deferral election | Written agreement for Livingston to receive all 2025 cash payments as deferred shares |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| National Grid plc | Senior Independent Director; Finance Chair | Utility sector; SPGI provides ratings/indices broadly (no related party transactions disclosed) |
| Business Growth Fund (BGF) | Non-Executive Chair | Investments in UK/Ireland growth businesses |
| Prior: Currys plc | Chairman | Retail (prior) |
| Prior: Man Group plc | Chairman | Asset management (prior) |
| Prior: Belmond Ltd | NED & Audit Chair | Hospitality (prior) |
| Prior: Celtic plc | NED & Audit Chair | Sports/entertainment (prior) |
Related party transactions: Company reports no material related person transactions since Jan 1, 2024 and none proposed for 2025; large shareholder transactions (BlackRock/Vanguard) reviewed under policy, negotiated at arm’s length .
Expertise & Qualifications
- Financial expert designation on Audit Committee; former CFO of BT Group and Dixons Group (youngest FTSE 100 CFO); extensive audit/finance committee leadership .
- Senior operating and policy experience (BT CEO; UK Trade Minister), and public markets governance (House of Lords member) .
Equity Ownership
| Metric | Livingston |
|---|---|
| Beneficially owned common shares (as of Mar 6, 2025) | — (none reported) |
| Right to acquire within 60 days | — |
| Director Deferred Stock Awards (#) | 2,145 units |
| Ownership guideline compliance | In compliance (Directors required to hold ≥5x cash retainer within 5 years) |
| Pledged shares | None (anti-hedging/anti-pledging policy; no director pledges) |
Note: “Less than 1%” ownership applies to individual directors; all directors and executive officers as a group held ~0.1% of common stock as of Mar 6, 2025 .
Governance Assessment
- Alignment signals: Full deferral of 2024 cash fees and written agreement to receive all 2025 cash payments in deferred shares; robust stock ownership guidelines (5x cash retainer), mandatory holding until retirement, and prohibition on hedging/pledging support investor alignment .
- Board effectiveness: Financial expert on Audit; member of Finance; nominated Independent Board Chair indicates confidence in governance leadership; no committee interlocks with management; strong attendance and frequent executive sessions .
- Compensation practices: Director pay structure shifted to median competitiveness effective Oct 1, 2023; equity-heavy mix; no meeting fees; independent consultant (Pay Governance LLC) advises the Nominating Committee on director pay .
- Conflicts and red flags: Company discloses no related person transactions; anti-hedging/pledging strictly enforced; Section 16 filings largely timely (no issues cited for Livingston). Monitor time commitments given external roles, though 2024 attendance thresholds were met .
- Shareholder sentiment: 2024 say-on-pay approval ~95.6% reflects broad support for compensation governance across the enterprise .