Rebecca Jacoby
Director at SPGI
Board
About Rebecca Jacoby
Rebecca J. Jacoby, 63, is an independent director of S&P Global and has served on the Board since 2014; she currently chairs the Audit Committee and sits on the Executive and Finance Committees . She retired from Cisco Systems in January 2018 after roles including Senior Vice President, Operations (2015–2018) and Chief Information Officer (2006–2015), recognized for operational excellence and innovation, and was inducted into the CIO Hall of Fame; Forbes named her a “Superstar CIO” in 2012 . The Board has determined that all directors other than the CEO were independent in 2024; no director attended fewer than 75% of aggregate Board and committee meetings, and all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Senior Vice President, Operations | Jul 2015 – Jan 2018 | Oversaw supply chain, global business services, security & trust, and IT; drove profitable growth and operational excellence |
| Cisco Systems, Inc. | Chief Information Officer | 2006 – 2015 | Transformed IT into a strategic business partner, delivering value in financial performance, customer satisfaction, market share, and productivity |
| Cisco Systems, Inc. | Various leadership roles in operations, manufacturing, and IT | 1995 – 2006 | Advanced major infrastructure and application deployments; leveraged Cisco technology to advance business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ParkourSC | Advisory Board Member | 2019 – Present | IoT tracking solutions advisory, continuous visibility of goods/assets |
| Apptio, Inc. | Director | 2018 – Jan 2019 (acquired by Vista) | Board service at cloud-based TBM company |
| Quantum Corporation | Director | 2019 – 2023 | Board service at data/digital content solutions company |
| Second Harvest Food Bank (Santa Clara & San Mateo Counties) | Director | Six years (prior) | Community service; governance experience |
Board Governance
- Current S&P Global committee assignments: Audit Committee (Chair); Executive Committee (Member); Finance Committee (Member) .
- Audit Committee scope: oversight of financial statements, internal controls, auditor qualifications/independence, compliance, and key risk oversight; all members financially literate; three members designated “financial experts” (Chair role held by Jacoby) .
- Independence and attendance: Board determined all directors other than the CEO/Senior Advisor were independent in 2024; no director attended fewer than 75% of aggregate meetings; Board held 10 meetings (2024) .
- Executive sessions: independent directors meet at the beginning and end of every regular Board meeting; at least 10 executive sessions in 2024 .
- Cyber & technology risk oversight: Board and Audit Committee receive briefings from the CISO and oversee cybersecurity strategy and risk mitigation .
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Element | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Jacoby) | $124,000 | 2024 actual cash fees |
| Annual Deferred Share Credit (Jacoby) | $225,000 | 2024 equity grant value (deferred shares) |
| All Other Compensation (Jacoby) | $60 | Company-paid life insurance premiums/matching programs framework; Jacoby’s “All Other” total was $60 |
| Total (Jacoby) | $349,060 | Sum of above |
Director compensation structure (program-level):
- Annual cash retainer: $100,000; Board Non-Executive Chair retainer: $175,000 .
- Committee retainers: Committee Chair — Audit $20,000; Nominating & Finance $15,000; Committee Member — Audit $18,000; Compensation/Nominating/Finance $12,000; no meeting fees .
Performance Compensation (Equity; Holding & Metrics)
| Component | Design | 2024 Grant Mechanics | Vesting/Holding |
|---|---|---|---|
| Annual Deferred Share Credit | Not performance‑based; aligns director interests with shareholders | $225,000 credited as 454.09 deferred shares based on $495.50 closing price on Jan 2, 2025 | Shares deferred and delivered only after Board service ends; directors must hold all equity granted during tenure |
| Hedging/Pledging | Prohibited | Applies to directors under Company policies | N/A |
Note: There are no performance metrics for director equity; it is time‑based deferred stock designed for alignment and long‑term holding .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None (for Jacoby) |
| Prior public company boards | Apptio, Inc. (2018–Jan 2019); Quantum Corporation (2019–2023) |
| Compensation committee interlocks | Company disclosed no compensation committee interlocks; no SPGI officers on other companies’ boards with reciprocal roles |
Expertise & Qualifications
- Enterprise operations and supply chain leadership; oversight of global IT, security & trust, and shared services at Cisco .
- Transformation and technology expertise; recognized as CIO Hall of Fame inductee and Forbes “Superstar CIO” (2012) .
- Board leadership and audit oversight; current Audit Committee Chair, extensive experience with governance and risk .
Equity Ownership
| Measure | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (common shares) | 469 | As of Mar 6, 2025; <1% outstanding |
| Deferred stock awards (Director plan) | 7,568 | As of Mar 6, 2025 |
| Deferred share awards outstanding (plan tally) | 7,058 | As of Dec 31, 2024 (plan table) |
| Pledged shares | None (pledging prohibited for directors) | Policy statement |
| Director ownership guideline | 5x annual cash retainer; hold equity through tenure | All directors in compliance as of Mar 6, 2025 |
Governance Assessment
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Strengths
- Independent director with deep operating, IT, and cybersecurity-relevant experience; Audit Committee Chair overseeing financial integrity and key risks .
- Strong alignment features: mandatory deferral/holding of director equity; robust anti‑hedging/pledging policy; ownership guideline at 5x cash retainer; all directors in compliance as of Mar 6, 2025 .
- Engagement and oversight: no director fell below 75% attendance; regular executive sessions; comprehensive Board/Audit oversight of cybersecurity .
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Potential Risks/Red Flags
- A late Section 16(a) Form 4 filing was reported for Jacoby related to an unreported 2017 purchase; company noted the administrative error in its proxy disclosure .
- No related-person transactions were identified for 2024 (mitigates conflict risk) .
-
Director Pay Context
- 2024 compensation mix balanced between cash ($124,000) and deferred equity ($225,000), emphasizing long-term alignment via hold‑through‑tenure requirements and no performance metrics that could bias near‑term decisions .
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Broader Shareholder Signals
- Say‑on‑pay for executives (advisory) received approximately 95.6% support in 2024, indicating broad investor confidence in compensation governance (context for overall pay philosophy) .
- Company maintains expansive clawback policies (financial restatement rule-compliant plus broader misconduct/no‑fault provisions), though these primarily address executive incentive compensation rather than director fees .