Robert Moritz

About Robert Moritz

Robert “Bob” Moritz has over four decades of global leadership experience in audit and assurance across financial services, banking, and capital markets, most recently serving as Global Chairman of PricewaterhouseCoopers (PwC). S&P Global’s Board appointed him as a non-employee director effective March 1, 2026, with committee assignments to Audit and Nominating & Corporate Governance. He currently serves on Walmart Inc.’s Board (Audit; Technology & eCommerce committees) and Northern Trust Corporation’s Board (Audit; Human Capital & Compensation committees), and holds several non-profit board seats including the SUNY-Oswego College Foundation. No related-party relationships or transactions were disclosed in connection with his appointment to SPGI’s Board .

Past Roles

Organization	Role	Tenure	Committees/Impact
PricewaterhouseCoopers (PwC)	Global Chairman	Not disclosed	Led global leadership teams, set strategy, elevated brand among clients and stakeholders

External Roles

Organization	Role	Tenure	Committees/Impact
Walmart Inc.	Director	Current	Audit; Technology & eCommerce committees
Northern Trust Corporation	Director	Current	Audit; Human Capital & Compensation committees
SUNY-Oswego College Foundation	Board member	Current	Not disclosed

Board Governance

Appointment and effective date: Appointed November 4, 2025 to begin service March 1, 2026; will serve on Audit and Nominating & Corporate Governance Committees .
Independence and conflicts: Appointment disclosed no arrangements or related transactions; independence determinations follow NYSE standards applied by SPGI’s Board to non-management directors .
Auditor and potential audit conflicts: SPGI’s independent auditor is Ernst & Young LLP for 2025; Moritz’s prior affiliation was with PwC, mitigating direct external auditor conflicts at SPGI .
Board attendance baseline: In 2024, no SPGI director attended fewer than 75% of Board/committee meetings; Board held 10 meetings. Committee meetings: Audit (10), Compensation (10), Executive (3), Finance (6), Nominating (9) .
Executive sessions and governance cadence: Independent directors held executive sessions at least 10 times in 2024; strong governance practices include independent chair, independent committee chairs, anti-hedging/pledging, clawbacks, and robust ownership guidelines .

Fixed Compensation

Element	Amount	Notes
Annual Board Cash Retainer	$100,000	Non-employee directors
Non-Executive Chair Cash Retainer	$175,000	If applicable (not applicable to Moritz)
Annual Committee Chair Retainer (Audit)	$20,000	If chair (not currently for Moritz)
Annual Committee Chair Retainer (Compensation, Nominating, Finance)	$15,000	If chair (not currently for Moritz)
Annual Committee Member Retainer (Audit)	$18,000	For Audit membership
Annual Committee Member Retainer (Compensation, Nominating, Finance)	$12,000	For committee memberships
Meeting Fees	None	SPGI does not pay meeting fees

Additional director programs:

Director Deferred Compensation Plan: Optional deferral of cash retainers at 120% of applicable Federal Long-Term Rate; example: 2025 agreement for a director .
Charitable matching: PAC match up to $5,000; Matching Gift Program up to $25,000 annually (special campaign doubled match to $50,000 during May/Dec 2024) .

Performance Compensation

Program Element	Description
Performance-based awards for directors	None; SPGI director pay emphasizes fixed cash retainers and time-based deferred share credits, not performance metrics

Other Directorships & Interlocks

Walmart Inc.: Audit; Technology & eCommerce committees—potential information flow from retail and technology ecosystems; no SPGI related-party transactions disclosed .
Northern Trust Corporation: Audit; Human Capital & Compensation committees—financial services oversight experience; no SPGI related-party transactions disclosed .
SUNY-Oswego College Foundation: Non-profit governance engagement .

Expertise & Qualifications

Audit and assurance leadership across global financial services, banking, and capital markets; former Global Chairman at PwC .
Committee readiness: Assigned to SPGI’s Audit and Nominating & Corporate Governance, aligning with his risk oversight and governance background .
Stakeholder engagement: Prior role involved elevating brand and client/stakeholder relationships, relevant to SPGI’s governance and investor engagement frameworks .

Equity Ownership

Item	Status	Notes
SPGI beneficial ownership	Not disclosed (pre-service)	Appointment effective March 1, 2026; Form 3/4 filings would follow service commencement
Director stock ownership guidelines	5x annual cash retainer within 5 years of election; must hold deferred share credits until departure; anti-hedging/pledging policy prohibits such transactions
Pledged shares	None for SPGI directors as of March 6, 2025; Moritz not yet in scope

Governance Assessment

Fit and committee alignment: Deep audit and assurance experience suits Audit Committee oversight (financial reporting, internal controls, cybersecurity risk per SPGI’s committee charters) and governance refresh through Nominating & Corporate Governance .
Conflicts and related-party exposure: No related-party transactions disclosed; prior PwC role does not intersect with SPGI’s independent auditor EY, mitigating audit conflicts .
Ownership alignment: SPGI’s robust director ownership rules and anti-hedging/pledging strengthen alignment; Moritz will be subject to 5x retainer guideline and deferred share holding requirements upon service start .
Board effectiveness signals: SPGI exhibits strong governance (independent chair, executive sessions, annual evaluations, clawbacks, no meeting fees), and solid investor support for compensation program (2024 say-on-pay approval ~95.6%), reinforcing governance credibility ahead of Moritz’s onboarding .

RED FLAGS: None disclosed specific to Moritz (no related-party transactions; standard non-employee compensation; auditor is EY, not PwC) .

Appendix: Expected Director Equity Grant Mechanics

Element	Amount/Mechanism	Notes
Annual Deferred Share Credit	$225,000	Credited as deferred shares (e.g., 454.09 units at $495.50 closing price on Jan 2, 2025 for 2024 service); payable after Board departure in lump sum or up to 5 annual installments; directors may elect to convert cash retainer to deferred shares .

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