Maria Morris
Director at SPGI
Board
About Maria R. Morris
Independent director of S&P Global since 2016; age 62. Chairs the Nominating and Corporate Governance Committee and serves on the Executive and Finance Committees; determined independent under NYSE standards. Former MetLife executive with deep global benefits, technology/operations, and U.S. business leadership experience (33-year career; retired 2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MetLife, Inc. | Executive Vice President; Global Employee Benefits leader | 2011–2017 | Expanded employee benefits in 40+ countries; drove global partnerships and distribution relationships |
| MetLife, Inc. | Interim Head of U.S. Business | Jan 2016–Jun 2017 | Oversaw ~60% of operating earnings post retail separation |
| MetLife, Inc. | Interim Chief Marketing Officer | 2014 | Strengthened global brand |
| MetLife, Inc. | Head, Global Technology & Operations | 2008–2011 | Managed $1.6B IT portfolio; $2.5B procurement/real estate; oversaw Alico $16.4B integration |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo & Company | Director | Current | Chairs Risk Committee |
| Allstate | Director | Current | Not disclosed (board service) |
| Resolution Life (private) | Director | Current | Chairs Compensation Committee |
| Catholic Charities of NY | Vice-Chair | Current | Non-profit leadership |
| Helen Keller International | Director | Current | Non-profit board |
Board Governance
- Committee assignments: Nominating (Chair), Executive, Finance, with independence affirmed; all committee chairs are independent, and executive sessions held at every Board/Committee meeting .
- Attendance: No director attended fewer than 75% of aggregate Board/Committee meetings; Board held 10 meetings in 2024; all Directors attended the 2024 Annual Meeting .
- Responsibilities (Nominating): Director selection criteria; director compensation recommendations; independence determinations; governance monitoring; CEO succession planning; use of independent advisors (Pay Governance; search firms) .
- Independence: Board determined all directors other than the CEO and former CEO met NYSE independence standards in 2024 .
- Related party transactions: Company reported none involving related persons since Jan 1, 2024; policy requires Nominating Committee review and approval of any such transactions .
Shareholder Voting Support
| Item | 2024 | 2025 |
|---|---|---|
| Maria R. Morris – Director election (For/Against/Abstain/Broker non-votes) | 252,757,330 / 2,197,398 / 121,412 / 20,299,457 | 233,480,032 / 12,348,353 / 368,954 / 22,788,242 |
| Say-on-Pay (For/Against/Abstain/Broker non-votes) | 242,684,555 / 11,162,670 / 1,228,915 / 20,299,457 | 169,005,099 / 76,551,676 / 640,563 / 22,788,242 |
| Auditor ratification (For/Against/Abstain) | 255,802,406 / 18,546,121 / 1,027,071 | 248,099,515 / 20,579,882 / 306,182 |
| 2025 shareholder proposal – amend clawback policy (For/Against/Abstain/Broker non-votes) | N/A | 27,963,368 / 216,610,351 / 1,623,619 / 22,788,242 |
| 2024 Director Deferred Stock Ownership Plan approval (For/Against/Abstain/Broker non-votes) | 251,907,329 / 2,557,191 / 611,620 / 20,299,457 | N/A |
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Annual Cash Retainer | $100,000 for non-employee directors |
| Committee Chair Retainers | Audit: $20,000; Nominating & Finance: $15,000 |
| Committee Member Retainers | Audit: $18,000; Compensation/Nominating/Finance: $12,000 |
| Board Non-Exec Chair Retainer | $175,000 |
| Board/Committee Meeting Fees | None |
| Other Compensation | Life insurance premiums; charitable matching (PAC match up to $5,000; Matching Gift up to $25,000; special campaign doubled to $50,000 in May & Dec 2024) |
Maria R. Morris – 2024 Director Compensation
| Category | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 150,000 |
| Stock Awards (Deferred Share Credit) | 225,000 |
| All Other Compensation | 50,060 (includes $50,000 charitable match; $60 life insurance premium) |
| Total | 425,060 |
Performance Compensation
- Annual Deferred Share Credit: $225,000 for 2024 service, credited as 454.09 deferred shares based on $495.50 closing price on Jan 2, 2025; shares delivered after Board service ends (lump sum or up to 5 annual installments) .
- Directors may elect to receive cash retainers in deferred shares; 2025 agreements noted for certain directors (not Morris) .
| Deferred Equity Detail | Value |
|---|---|
| 2024 annual DSU credit mechanics | $225,000 → 454.09 deferred shares at $495.50 close on Jan 2, 2025 |
| Morris DSUs outstanding (Plan awards) at 12/31/2024 | 4,509 shares |
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| Wells Fargo & Company | Director | Chairs Risk Committee |
| Allstate | Director | Not disclosed |
| Resolution Life (private) | Director | Chairs Compensation Committee |
Independence note: Board reviews director independence and transactions with organizations where directors serve; independence affirmed; no related-party transactions reported for 2024–2025 .
Expertise & Qualifications
- Global financial services and risk oversight: Led MetLife Global Employee Benefits; chairs Wells Fargo Board Risk Committee .
- Large-scale integration and operations: Managed MetLife tech/ops portfolio and Alico integration; significant procurement/real estate oversight .
- Marketing and U.S. business leadership: Interim CMO and interim Head of U.S. Business at MetLife .
Equity Ownership
| As-of Date | Shares (Sole Voting/Investment Power) | Director Deferred Stock Awards (DSUs) | % of Common Stock |
|---|---|---|---|
| Dec 31, 2024 (Plan awards list) | N/A | 4,509 | N/A |
| Mar 6, 2025 (Beneficial ownership table) | 400 | 4,999 | Not individually disclosed; group 0.1% (26 insiders) |
- Stock ownership guidelines: Directors must hold at least 5x the cash component of the annual board retainer within five years; as of Mar 6, 2025, each director in compliance .
- Anti-hedging/pledging: Prohibited without exception; no director has shares subject to a pledge .
Governance Assessment
- Committee leadership and refresh: Morris chairs Nominating—central to director selection, independence, director pay, and CEO succession; use of independent advisors supports governance quality .
- Attendance and engagement: Strong Board activity with 10 meetings; full attendance at annual meeting; independent director executive sessions at every Board/Committee meeting—positive for oversight .
- Ownership alignment: Significant deferred equity held; robust 5x retainer guideline; anti-hedging/pledging policy—alignment with shareholder interests .
- Investor sentiment: Morris received strong majority support in director elections (see vote tables); say-on-pay support declined in 2025 vs. 2024, while a clawback-strengthening shareholder proposal failed—monitors of compensation governance should note mixed signals on pay rigor in 2025 .
- Conflicts/related parties: No related-party transactions disclosed; independence affirmed. External financial services board roles (e.g., Wells Fargo) are monitored under Company policy; Nominating Committee reviews potential relationships—no conflicts reported .
RED FLAGS
- None disclosed regarding hedging/pledging, related-party transactions, attendance, or option repricing; director pay is primarily equity via deferred shares with holding requirements—shareholder-friendly structure .