Steven Kemps
Chief Legal Officer at SPGI
Executive
About Steven Kemps
Executive Vice President, Chief Legal Officer at S&P Global since August 2016; his remit expanded on November 1, 2024 to include Corporate Compliance and Risk, alongside Legal, Government Affairs and Global Security . Company performance under the executive framework in 2024: non-GAAP ICP Adjusted Revenue $14,189 million (+13.5% YoY) and non-GAAP ICP Adjusted EBITA Margin 49.0% (enterprise financial funding 166.84%); enterprise STIC funded at 151.29% of target; 2024 TSR ~13% versus S&P 500 at 25% and peer group at 13% . Long-term incentives are tied solely to non-GAAP ICP Adjusted Diluted EPS over three years, the program’s most important performance measure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| S&P Global | EVP, Chief Legal Officer | 2016–present | Oversees Legal operations, Corporate Risk & Compliance, Global Security, Government Affairs; expanded remit in 2024 to include Compliance & Risk; advisor to Board on CEO transition; supports Data/AI strategy, IP enforcement, litigation and global security |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $625,000 |
| Target Annual Incentive ($) | $1,000,000 (pre/post Nov. 1 target unchanged) |
| All Other Compensation ($) | $167,112 |
| One-time Retention Bonus ($) | $1,250,000 (final installment under Kemps Letter Agreement) |
| Total 2024 Compensation ($) | $6,318,287 |
| Target Total Direct Compensation effective Nov. 1, 2024 | Value |
|---|---|
| Base Salary ($) | $625,000 |
| Target Annual Incentive ($) | $1,000,000 |
| Target Long-Term Incentives ($) | $2,850,000 |
| Target TDC ($) | $4,475,000 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2024 STIC (Enterprise) | Non-GAAP ICP Adjusted Revenue | 35% of financial | Not disclosed | $14,189m (+13.5%) | Financial funding 166.84% |
| 2024 STIC (Enterprise) | Non-GAAP ICP Adjusted EBITA Margin | 35% of financial | Not disclosed | 49.0% | Financial funding 166.84% |
| 2024 STIC (Enterprise) | Business-building KPIs (5 categories) | 30% of STIC (6% each) | Not disclosed | 100–125% category scores | Category funding per table |
| 2024 STIC (Overall) | Enterprise pool funding | — | — | — | 151.29% of target |
| Individual Award | STIC payout (Kemps) | — | $1,000,000 | $1,730,000 | 173.00% of target |
| 2024 Long-Term Incentive Grants (Mar 1, 2024) | Grant Date | Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs (target/max) | 3/1/2024 | 4,155 / 8,310 | $1,782,537 | 3-year performance (1/1/2024–12/31/2026), payout up to 200% on cumulative non-GAAP ICP Adjusted EPS |
| RSUs | 3/1/2024 | 1,780 | $763,638 | Time-based vesting per award terms |
| Founders PSU (special) | 9/27/2022 | Included in outstanding | Included in outstanding | 3-year performance (2/28/2022–2/28/2025), paid at target for $480m cost synergy goal |
| 2024 Stock Vested | Shares | Value Realized ($) |
|---|---|---|
| PSUs/RSUs vested in 2024 (Kemps) | 3,133 | $1,560,328 |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (3/6/2025) | 9,249 shares |
| Unvested RSUs (Market Value at 12/31/2024) | 1,193 ($594,150); 604 ($300,810) |
| Unearned PSUs (Max/Target counts and market/payout values at 12/31/2024) | 2024 award: 8,310 ($4,138,629); 2023 award: 8,288 ($4,127,673); Founders 9/27/2022: 7,981 ($3,974,777); 3/1/2022: 1,280 ($637,478) |
| Stock Ownership Guidelines | Other covered executives must hold ≥3x base salary; all current NEOs in compliance as of 3/6/2025 |
| Hedging/Pledging | Prohibited for directors/executive officers (no hedging, no pledging or margin accounts) |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | No fixed-term employment contract; special letter agreement governs severance |
| Kemps Letter Agreement (Severance) | 2x (base + target annual incentive); prorated target STIC for year; continued benefits; accelerated vesting of RSUs vesting within 24 months post-termination; PSUs eligible for pro-rata vesting based on actual performance with up to 24 months additional service credit (max 36 months); “most-favored” parity if others receive superior terms |
| Estimated Cash Severance | $3,435,893 (involuntary termination) and $3,435,893 (termination following change-in-control) |
| LTI Vesting on Termination / CIC | Estimated payable LTI value $9,640,367 for death/disability/retirement, involuntary termination without cause, or change-in-control; footnote indicates full accelerated vesting of all outstanding equity awards at target per Kemps Letter Agreement |
| Change-in-Control Policy | Company uses “double trigger” vesting of equity-based awards upon change-in-control |
| Clawbacks | Dodd-Frank clawback plus standalone policies enabling recovery for misconduct or actions materially negative to the Company |
| Non-Qualified Deferred Compensation | 401(k) Plan Supplement contributions: Executive $83,400; Company $118,150; Aggregate balance $1,775,922 at year-end 2024 |
Investment Implications
- Pay-for-performance alignment is robust: STIC tied 70% to financial drivers (Adjusted Revenue, Adjusted EBITA Margin) and 30% to strategic KPIs; LTI is entirely driven by 3-year non-GAAP ICP Adjusted EPS, reinforcing long-term operating discipline .
- Retention risk appears mitigated by enhanced severance and acceleration terms in the Kemps Letter Agreement; however, full acceleration upon certain separations elevates exit economics and should be monitored alongside succession depth in legal, compliance and risk functions .
- Insider selling pressure: 3,133 shares vested in 2024 with multiple PSU cycles scheduled through 2026; policy prohibits hedging/pledging, but share deliveries from vesting could create episodic supply—watch Form 4s around vest dates and PSU payouts (Founders grant paid at target in March 2025) .
- Ownership alignment: 9,249 shares beneficially owned and compliance with 3x salary ownership guideline supports alignment; anti-hedging/pledging further reduces misalignment risk .