Stephanie Hill
Director at SPGI
Board
About Stephanie C. Hill
Stephanie C. Hill is an independent director of S&P Global (SPGI), serving on the Board since 2017; she is 60 years old and currently serves as President, Rotary and Mission Systems at Lockheed Martin Corporation, bringing deep technology, defense, and large-scale operations experience to SPGI’s boardroom . She holds a B.S. in computer science and economics from the University of Maryland, Baltimore County (UMBC), graduating with high honors, and received an honorary doctorate from UMBC in 2017 . As of January 1, 2025, she chairs SPGI’s Compensation & Leadership Development Committee and serves on the Executive and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Corporation | President, Rotary and Mission Systems (current) | 1987–present (joined as software engineer; held numerous senior roles) | Led enterprise-scale technology, strategy, and transformation roles (e.g., SVP Enterprise Business Transformation; SVP Corporate Strategy & BD); broad P&L and cyber/advanced technologies exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards | None | — | — |
| Awards/recognition | U.S. Black Engineer of the Year (2014); multiple national recognitions for STEM leadership | Various | Elevates credibility on talent development and technology governance |
Board Governance
- Independence: The Board determined all current directors other than the CEO are independent; Hill is independent .
- Committee assignments (current): Chair, Compensation & Leadership Development; Member, Executive; Member, Nominating & Corporate Governance .
- Attendance and engagement: In 2024, no director attended fewer than 75% of aggregate Board and committee meetings; the Board held 10 meetings; all directors attended the 2024 Annual Meeting; independent directors met in executive session at least 10 times .
- Board leadership context: Independent Board Chair model; Independent Chair succession to Lord Ian Livingston effective following the May 7, 2025 Annual Meeting (subject to re‑election) .
- Compensation Committee governance: All members independent/non‑employee by rule; uses independent consultant Pay Governance LLC; Committee oversees pay policy, clawback policies, and human capital oversight; no advisor conflicts identified in 2024 .
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $124,000 |
| Stock Awards (Deferred Share Credits) | $225,000 |
| All Other Compensation | $60 |
| Total | $349,060 |
- Program structure (for non‑employee directors): Annual cash retainer $100,000; committee member retainers per committee (Audit $18,000; Compensation/Nominating/Finance $12,000); Committee Chair retainers (Audit $20,000; Compensation/Nominating/Finance $15,000); no meeting fees; annual deferred share credit $225,000 .
- As Compensation Committee Chair (2025 composition), Hill is eligible for a $15,000 annual chair retainer under the program design .
Performance Compensation (Director)
| Grant Detail | Value / Terms |
|---|---|
| 2024 Annual Deferred Share Credit | $225,000, credited as 454.09 deferred shares based on $495.50 closing price on Jan 2, 2025; delivered in shares after Board service ends, lump sum or installments (up to 5 years) |
| Outstanding DSUs (12/31/2024) | 4,225 units |
| Deferral mechanics | Directors may elect to receive cash retainers as deferred shares; for 2025 certain directors elected full deferral (program detail) |
| Hedging/pledging | Prohibited for directors |
Note: Director equity is delivered as deferred share credits (time‑based); there are no performance metrics for director equity awards. Equity must generally be held in deferred form during Board tenure .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Interlocks | No compensation committee interlocks; none of SPGI’s executives serves on a board with an SPGI director as a comp committee member |
| Related-party considerations | Hill is a senior executive at Lockheed Martin; SPGI provided ratings, data, and index services to Lockheed in 2024 in the ordinary course; Board reviewed and concluded these transactions do not impair independence |
Expertise & Qualifications
- Technology, cyber, and complex systems operations leadership from decades at Lockheed Martin; background spans cyber, advanced technologies, strategy, and business transformation .
- Recognized STEM and leadership advocate with national awards, reinforcing credibility on human capital and innovation oversight .
- Brings perspective on defense, aerospace, and large enterprise operations to SPGI’s product, data, and risk oversight agenda .
Equity Ownership
| Ownership (as of dates noted) | Amount |
|---|---|
| Shares beneficially owned (3/6/2025) | 400 shares |
| Director Deferred Stock Awards (3/6/2025) | 4,714 units |
| Outstanding DSUs (12/31/2024) | 4,225 units |
| Ownership guidelines | Directors must hold ≥5x cash retainer within 5 years; as of 3/6/2025, each director was in compliance |
| Hedging/pledging | Prohibited; none of the directors has pledged shares |
Governance Assessment
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Strengths for investor confidence:
- Independent director; leads Compensation & Leadership Development Committee; committee uses an independent advisor and maintains robust risk, clawback, and ownership policies .
- High engagement: Board met 10 times; no director below 75% attendance; robust executive sessions; all directors attended the 2024 Annual Meeting .
- Director pay mix emphasizes equity held in deferred form until service ends; strong stock ownership requirements and anti‑hedging/pledging policy align directors with shareholders .
- Shareholder alignment signal: 2024 say‑on‑pay support of approximately 95.6% reflects market confidence in compensation governance under the committee’s oversight .
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Potential risks/monitoring:
- Related‑party exposure: Lockheed Martin is an SPGI customer; while ordinary‑course and reviewed for independence, continued monitoring is warranted given Hill’s senior executive role at Lockheed Martin and SPGI’s Ratings and data relationships with LMT .
- Director compensation updated (effective Oct 1, 2023) to median levels after being below 25th percentile versus peer group; appropriate for competitiveness, but continued benchmarking oversight is prudent to avoid pay inflation .
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Net view: Hill’s operational technology and human capital expertise, independent status, leadership of the Compensation Committee, and adherence to stringent ownership and trading policies support board effectiveness and alignment, with related‑party interactions addressed through board review and ordinary‑course controls .