4th Floor, Ropemaker Place

25 Ropemaker Street

London EC2Y 9LY

United Kingdom

February 27, 2018

Dear IHS Markit Shareholder:

We are pleased to invite you to attend the 2018 Annual General Meeting of Shareholders (the “Annual Meeting”) of IHS Markit Ltd. (“IHS Markit” or the “Company”), and enclosed is a Notice of the Annual Meeting and related materials.

The Annual Meeting will be held on Wednesday, April 11, 2018, at 9:00 a.m. BST, at the IHS Markit corporate headquarters, 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom.

At the Annual Meeting, the shareholders of the Company will consider and vote upon proposals set forth in the enclosed notice. The Company’s audited consolidated financial statements for the year ended November 30, 2017 and the auditor’s report thereon will be available to the shareholders.

Whether or not you plan to attend the Annual Meeting in person, it is important that your shares be represented and voted at the meeting. Accordingly, if you have elected to receive your proxy materials by mail, please date, sign and return the proxy card. If you received your proxy materials over the internet, please submit your voting instructions by internet or by telephone in accordance with the instructions provided in the notice of internet availability of proxy materials that you will receive in the mail. If your shares are held in the name of a bank or broker, submitting your voting instructions by mail, telephone or internet will depend on the processes of the bank or broker, and you should follow the instructions you receive from your bank or broker. If you decide to attend the meeting in person, you will be able to revoke your proxy and vote in person. Any signed proxy returned and not completed will be voted by management in favor of all proposals presented in this Proxy Statement.

The Annual Meeting is open to all shareholders as of the Record Date (the close of business on February 14, 2018) or their authorized representatives. Each shareholder of record has the opportunity to vote in person at the Annual Meeting. Anyone who attends the Annual Meeting must have an admission ticket in order to be admitted. You must request a ticket in advance by following the instructions under “Admission and Ticket Request Procedures” in the attached Proxy Statement to obtain an admission ticket. The Company Secretary must receive your written request for an admission ticket on or before April 5, 2018. Your ticket will be mailed to you prior to the meeting if you follow these instructions. Don’t forget your ticket and government-issued photo ID. You will not be admitted to the meeting if you do not have your ticket and ID. Contact us if we can explain any of these matters or otherwise help you with your voting instructions or attending the Annual Meeting.

Remember that your shares cannot be voted unless you submit your proxy or attend the Annual Meeting in person. Your participation is important to all of us at IHS Markit, so please review these materials carefully and submit your voting instructions.

We look forward to hearing from you or seeing you at the Annual Meeting.

 

 

 

 

 

 

 

IHS MARKIT LTD.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on Wednesday, April 11, 2018

NOTICE IS HEREBY given that the Annual General Meeting of Shareholders (the “Annual Meeting”) of IHS Markit Ltd. (“IHS Markit” or the “Company”) will be held on April 11, 2018 at 9:00 a.m. BST, at the IHS Markit corporate headquarters, 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom.

The Company is holding this Annual Meeting for the following purposes:

1. To elect a total of four Class I directors to serve until the 2021 Annual General Meeting of Shareholders or until their respective offices shall otherwise be vacated pursuant to the Company’s bye-laws;

2. To approve the appointment of Ernst & Young LLP as the Company’s independent registered public accountants until the close of the next Annual General Meeting of Shareholders and to authorize the Company’s Board of Directors, acting by the Audit Committee, to determine the remuneration of the independent registered public accountants;

3. To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers;

4. To approve amendments to the Company’s bye-laws to declassify the Board of Directors;

5. To approve amendments to the Company’s bye-laws to implement majority voting for director elections and certain other related, administrative, or immaterial revisions; and

6. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Company’s audited consolidated financial statements for the year ended November 30, 2017, together with the auditor’s report thereon, will be presented at the Annual Meeting.

IHS Markit’s Board of Directors has fixed the close of business on February  14, 2018 as the record date (the “Record Date”) for the determination of the shareholders entitled to receive notice and to vote at the Annual Meeting or any adjournment or postponement thereof.

For 10 days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be available for shareholders to review for purposes relevant to the meeting. To arrange to review that list, contact: Company Secretary, c/o Legal Department, IHS Markit Ltd., 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON APRIL 11, 2018: The Proxy Statement and our Annual Report on Form 10-K (“Annual Report”) for the year ended November 30, 2017 are available at http://investor.ihsmarkit.com.

It is important that your shares are represented at this Annual Meeting.

Even if you plan to attend the Annual Meeting in person, we hope that you will promptly provide your voting instructions by submitting your proxy by completing, dating, signing, and returning the enclosed Proxy Card by mail, or by submitting your voting instructions by telephone or internet, or, if you hold your shares in the name of a bank or broker, by following the instructions you receive from your bank or broker. If you have any questions or require assistance with the voting instructions for your shares or changing your voting instructions, please contact our proxy solicitor, D.F. King & Co., Inc., at (866) 416-0553.

The Annual Meeting is open to all shareholders as of the Record Date or their authorized representatives. Each shareholder of record has the opportunity to vote in person at the Annual Meeting. Anyone who attends the Annual Meeting must have an admission ticket in order to be admitted. You must request a ticket in advance by following the instructions under “Admission and Ticket Request Procedures” in the attached Proxy Statement to obtain an admission ticket. The Company Secretary must receive your written request for an admission ticket on or before April 5, 2018. If you hold your IHS Markit common shares through a brokerage account (in “street name”), your request for an admission ticket must include a copy of a brokerage statement reflecting share ownership as of the Record Date. Your ticket will be mailed to you prior to the meeting if you follow these instructions. Don’t forget your ticket and government-issued photo identification. You will not be admitted to the meeting if you do not have your ticket and photo identification. Contact us if we can explain any of these matters or otherwise help you with your voting instructions or attending the Annual Meeting.

No weapons, cameras, audio or video recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting. Please note that, for security reasons, all bags may be searched. We will be unable to admit anyone to the Annual Meeting who does not comply with these security procedures. No one will be admitted to the Annual Meeting once the meeting has commenced.

Submitting voting instructions by proxy will not limit your rights to attend or vote at the Annual Meeting.

 

Table of Contents

 

		Page
Information Concerning Solicitation and Voting			1
Proposal 1: Election of Directors			5
Proposal 2: Approval of the Appointment of Independent Registered Public Accountants			6
Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers			9
Proposal 4: Board Declassification Bye-law Amendment			11
Proposal 5: Majority Voting For Directors Bye-law Amendment			12
Corporate Governance and Board of Directors			14
Security Ownership of Certain Beneficial Owners and Management			35
Section 16(a) Beneficial Ownership Reporting Compliance			40
Report of the Audit Committee			41
Report of the Human Resources Committee			42
Compensation Discussion and Analysis			43
Executive Compensation Tables			60
Executive Employment Agreements			70
Potential Payments Upon Termination or Change in Control			77
Certain Relationships and Related Transactions			81
Shareholder Proposals for the 2019 Annual General Meeting			84
Admission and Ticket Request Procedure			86
Other Matters			88
Appendix A			A-1
Appendix B			B-1
Appendix C			C-1

IHS MARKIT LTD.

PROXY STATEMENT FOR

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 11, 2018

INFORMATION CONCERNING SOLICITATION

AND VOTING

Information Concerning Voting and Proxy Solicitation

This Proxy Statement is being furnished to you in connection with the solicitation by the Board of Directors of IHS Markit Ltd., a Bermuda company, of proxies for the 2018 Annual General Meeting of Shareholders (the “Annual Meeting”) and any adjournments or postponements thereof. The Annual Meeting will be held on Wednesday, April 11, 2018, 9:00 a.m. BST, at the IHS Markit corporate headquarters, 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom.

This Proxy Statement, the IHS Markit Annual Report on Form 10-K for the year ended November 30, 2017 (the “Annual Report”), and the accompanying Proxy Card are being first sent to shareholders on or about February 27, 2018. We are providing notice and electronic access to our proxy materials to our shareholders. The notice will be mailed on or about February 27, 2018. The notice contains instructions regarding how to access and review our proxy materials over the internet or receive a hard copy. The notice also provides instructions regarding how to submit a proxy over the internet. We believe that this process allows us to provide shareholders with important information in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

On July 12, 2016, we completed a merger between IHS Inc. (“IHS”), Markit Ltd. (“Markit”), and Marvel Merger Sub, Inc., an indirect and wholly owned subsidiary of Markit Ltd. (the “Merger”). Upon completion of the Merger, Markit Ltd. became the combined group holding company and was renamed IHS Markit Ltd. IHS Inc. was treated as the acquiring entity for accounting purposes, which is reflected in the results of operations, financial position, financial statements, and Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report.

References in this Proxy Statement to “we,” “us,” “our,” the “Company,” and “IHS Markit” refer to IHS Markit Ltd. and our consolidated subsidiaries.

We operate on a November 30 fiscal year-end. Unless otherwise indicated, references in this Proxy Statement to an individual year means the fiscal year ended November 30. For example, “2017” refers to the fiscal year ended November 30, 2017 and “2016” refers to the fiscal year ended November 30, 2016.

Appointment of Proxy Holders

The Board of Directors of IHS Markit (the “Board of Directors” or “Board”) asks you to appoint the following individuals as your proxy holders to vote your shares at the Annual Meeting:

Lance Uggla , Chairman and Chief Executive Officer;

 

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Todd Hyatt , Executive Vice President and Chief Financial Officer; and

Sari Granat , Executive Vice President and General Counsel.

You may make this appointment by using one of the methods described below. If appointed by you, the proxy holders will vote your shares as you direct on the matters described in this Proxy Statement. In the absence of your direction, they will vote your shares as recommended by the Board.

Unless you otherwise indicate on the Proxy Card, you also authorize your proxy holders to vote your shares on any matters not known by the Board at the time this Proxy Statement was printed and that, under our amended and restated bye-laws (“bye-laws”), may be properly presented for action at the Annual Meeting.

Who Can Vote

Only shareholders who owned our common shares at the close of business on February   14, 2018 —the Record Date for the Annual Meeting—can vote at the Annual Meeting.

Each holder of our common shares is entitled to one vote for each share held as of the Record Date. As of the close of business on the Record Date, we had 424,712,329 common shares issued and outstanding and entitled to vote, including 25,219,470 issued and outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust (the “EBT”). The trustee of the EBT may not vote any common shares held by the EBT unless we direct otherwise. We intend to direct the EBT to vote the common shares held by the EBT on each proposal at the Annual Meeting in accordance with the percentages voted by other holders of common shares on such proposal.

Our common shares are listed on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “INFO.”

How You Can Vote

The common shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by us prior to the close of voting at the Annual Meeting or any adjournment or postponement thereof. Any proxies returned without instructions will be voted FOR the proposals set forth in the Notice of Annual General Meeting of Shareholders.

Revocation of Proxies

A shareholder giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked by:

(i) filing with the Secretary of the Company prior to the Annual Meeting a written notice of revocation by mail to IHS Markit Ltd., Attention: Company Secretary, c/o Legal Department, IHS Markit Ltd., 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom;

(ii) submitting a duly executed proxy bearing a later date that we receive prior to the conclusion of voting at the Annual Meeting;

(iii) attending the Annual Meeting and voting in person; or

 

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(iv) logging onto www.proxyvote.com in the same manner you would to submit your proxy electronically or calling 1-800-690-6903, and in either case following the instructions to revoke or change your voting instructions.

Quorum

Two or more persons present at the start of the Annual Meeting and representing, in person or by proxy, in excess of 50 percent of the total issued common shares in the Company entitled to vote at the Annual Meeting (including the common shares held by the EBT) shall form a quorum for the transaction of business at the Annual Meeting.

If you indicate an abstention as your voting preference, your shares will be counted toward a quorum but they will not be voted on any given proposal (see “—Required Vote” below). “Broker non-votes” (see “—Required Vote” below) will be counted as common shares that are present for the purpose of determining the presence of a quorum but will have no effect with respect to any matter for which a broker does not have authority to vote.

Required Vote

For Proposal 1 , the election of our Class I directors, where persons are validly proposed for re-election or election as a Class I director, the persons receiving the most votes cast at the Annual Meeting, either in person or by proxy (up to the number of Class I directors to be elected) shall be elected as Class I directors, and an absolute majority of the votes cast shall not be a prerequisite to the election of such Class I directors. With respect to Proposal 1, you may instruct to vote “for” or “withhold” authority to vote for each of the nominees to become a Class I director. If you “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees.

The following proposals will require the affirmative vote of a majority of the votes cast on the issue, either in person or by proxy, to approve:

 

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Proposal 2 , approval of the appointment of our independent registered public accountants; and

 

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Proposal 3 , advisory vote on the compensation of the Company’s named executive officers.

With respect to Proposals 2 and 3, you may instruct to vote “for” or “against,” or “abstain” from voting on, each proposal. If you “abstain” from voting with respect to either of these proposals, your vote is not considered a vote cast and will have no effect for such proposal.

The following proposals will require the affirmative vote of not less than 66-2/3 percent of the votes attaching to all shares in issue, either in person or by proxy, to approve:

 

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Proposal 4 , approval of amendments to the Company’s bye-laws to declassify the Board of Directors; and

 

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Proposal 5 , approval of amendments to the Company’s bye-laws to implement majority voting in director elections and certain other related, administrative or immaterial revisions.

With respect to Proposals 4 and 5, you may instruct to vote “for” or “against,” or “abstain” from voting on, each proposal. If you “abstain” from voting with respect to either of these proposals, your vote will have the same effect as a vote “against” such proposal.

 

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Brokers cannot vote your shares on “non-routine” matters without your voting instructions. In those cases, if you do not provide your broker or other nominee with instructions on how to vote your shares, it will be considered a “broker non-vote” and your broker or nominee will not be permitted to vote those shares. Your broker or nominee will be entitled to cast uninstructed votes only on Proposal 2, the approval of the appointment of our independent registered public accountants.

We encourage you to provide instructions to your broker regarding the voting of your shares.

Solicitation of Proxies

We pay the cost of printing and mailing the Notice of Annual Meeting, the Annual Report, and all proxy materials. We have engaged D.F. King & Co., Inc. to assist in the solicitation of votes for a fee of $12,500, plus reasonable expenses. Our directors, officers, and other employees may participate in the solicitation of proxies by personal interview, telephone, or email. No additional compensation will be paid to our directors, officers, or other employees for solicitation. We will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of our common shares.

Other Matters

Multiple IHS Markit shareholders who share an address may receive only one copy of this Proxy Statement and the Annual Report, unless the shareholder gives instructions to the contrary. We will deliver promptly a separate copy of this Proxy Statement and the Annual Report to any IHS Markit shareholder who resides at a shared address and to which a single copy of the documents was delivered if the shareholder makes a request by contacting the Company Secretary, c/o Legal Department, IHS Markit Ltd., 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom.

Multiple shareholders who share a single address and who receive multiple copies of this Proxy Statement and the Annual Report and who wish to receive a single copy of each at that address in the future will need to contact their bank, broker, or other nominee.

 

Important Reminder

Please promptly provide your voting instructions by submitting your proxy in writing or by telephone or internet, or if you hold your common shares through a bank or broker, as instructed by your bank or broker.

To submit written voting instructions, you may sign, date, and return the enclosed Proxy Card. To submit voting instructions telephonically or by internet, follow the instructions provided on the Proxy Card.

Submitting voting instructions by proxy will not limit your rights to attend or vote at the Annual Meeting.

 

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Proposal 1: Election of Directors

Directors and Nominees

Pursuant to the authority granted to the Board by the Company’s bye-laws, the Board has determined that it be composed of 12 directors, divided into three classes. Directors are elected for three-year terms and one class is elected at each annual general meeting.

Four directors are to be elected at the Annual Meeting. These directors will hold office until the annual general meeting of shareholders in 2021, or until their respective offices shall otherwise be vacated pursuant to the Company’s bye-laws. Each director nominee set forth below has consented to being named in this Proxy Statement as a nominee for election as director and has agreed to serve as a director if elected. In the event that any of the nominees should become unavailable prior to the Annual Meeting, proxies in the enclosed form will be voted for a substitute nominee or nominees designated by the Board, or the Board may reduce the number of directors to constitute the entire Board, in its discretion.

2018 NOMINEES FOR CLASS I DIRECTOR

For more information about each director nominee, our continuing directors, and the operation of our Board, see “Corporate Governance and Board of Directors—Business Experience and Qualifications of Board Members.”

 

Name		Age				Director Since				Position with Company
Dinyar S. Devitre			70				2012			Director
Nicoletta Giadrossi			51				2018			Director
Robert P. Kelly			64				2012			Lead Director
Deborah Doyle McWhinney			62				2016			Director

Vote Required and Recommendation

For Proposal 1 , Class I directors are elected by a plurality vote, which means that the four nominees receiving the most affirmative votes would be elected, and an absolute majority of the votes cast shall not be a prerequisite to the election of such directors.

With respect to Proposal 1 , you may instruct to vote “for” or “withhold” authority to vote for each of the nominees to become a Class I director. If you “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. “Broker non-votes” will not affect the vote on Proposal 1.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THESE NOMINEES

 

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Proposa l 2: Approval of the Appointment of Independent Registered Public Accountants

The Board is submitting for approval at the Annual Meeting the appointment of Ernst & Young LLP as the Company’s independent registered public accountants until the close of the next annual general meeting of shareholders to audit our books, records, and accounts and those of our subsidiaries for 2018, and to authorize the Board, acting by the Audit Committee, which is composed entirely of independent directors, to determine the remuneration of the independent registered public accountants.

Ernst & Young LLP has advised the Company that the firm does not have any direct or indirect financial interest in the Company, nor has such firm had any such interest in connection with the Company during the past three fiscal years other than in its capacity as the Company’s (and prior to July 12, 2016, IHS Inc.’s) independent registered public accountants.

Representatives of Ernst & Young LLP will be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate shareholder questions.

Change in Auditors in 2016

Ernst & Young LLP audited our consolidated financial statements during the fiscal years ended November 30, 2016 and November 30, 2017. Prior to the effective time of the completion of the Merger, the Company’s independent registered public accounting firm was PricewaterhouseCoopers LLP. On July 12, 2016, in connection with the completion of the Merger, the Board and the Audit Committee approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm, and requested that PricewaterhouseCoopers LLP resign as the Company’s independent registered public accounting firm, in each case effective as of the effective time of the Merger. PricewaterhouseCoopers LLP resigned as the independent registered public accounting firm of the Company, effective as of the effective time of the completion of the Merger on July 12, 2016. Prior to the effective time of the completion of the Merger, Ernst & Young LLP was the independent registered public accounting firm for IHS Inc. and audited the consolidated financial statements of IHS Inc. for the 15 fiscal years ended November 30, 2015.

As previously disclosed by the Company, during the fiscal years ended December 31, 2015 and 2014 and in the subsequent interim period through July 12, 2016, there were (i) no “disagreements” (as that term is described in Item 304(a) of Regulation S-K and the related instructions) between the Company and PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP to make reference to the subject matter of such disagreements in its reports on the consolidated financial statements for such years, and (ii) no “reportable events” (as that term is described in Item 304(a) of Regulation S-K).

PricewaterhouseCoopers LLP’s reports on the consolidated financial statements of the Company for the fiscal years ended December 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

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The Company provided PricewaterhouseCoopers LLP with a copy of the above disclosure prior to its filing on the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 13, 2016 (first report) and requested that PricewaterhouseCoopers LLP furnish the Company with a letter addressed to the SEC stating whether or not it agreed with the above statements. A copy of PricewaterhouseCoopers LLP’s letter, dated July 12, 2016, was filed as Exhibit 16.1 to such report.

During the fiscal years ended December 31, 2015 and 2014 and in the subsequent interim period through July 12, 2016, neither the Company nor anyone acting on its behalf consulted Ernst & Young LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and neither a written report nor oral advice was provided to the Company by Ernst & Young LLP that Ernst & Young LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” (as such terms are defined in Item 304(a) of Regulation S-K).

Audit, Audit-Related, and Tax Fees

In connection with the audit of the Company’s financial statements for the fiscal year ended November 30, 2017, IHS Markit entered into an engagement agreement with Ernst & Young LLP that set forth the terms by which Ernst & Young LLP performed audit services for IHS Markit. Aggregate fees for professional services rendered for us by Ernst & Young LLP for the fiscal years ended November 30, 2017 and November 30, 2016 were as follows:

 

		2017				2016
		(in thousands)
Audit Fees		$	5,543			$	7,393
Audit-Related Fees			1,373				1,918
Tax Fees			13				53
All Other Fees			—				—
Total		$	6,929			$	9,364

Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements, the statutory audit of our subsidiaries, the review of our interim consolidated financial statements, and other services provided in connection with statutory and regulatory filings.

Audit-Related Fees . Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services may include employee benefit plan audits, auditing work on proposed transactions, attestation services that are not required by regulation or statute, and consultations regarding financial accounting or reporting standards. For 2017, audit-related fees included approximately $826,000 for attestation reports for service organizations and $434,000 for professional services rendered related to acquisitions and divestitures. For 2016, audit-related fees included approximately $1,043,000 for professional services rendered related to acquisitions and divestitures, including the Merger.

Tax Fees . Tax fees consist of tax compliance consultations, preparation of tax reports, and other tax services.

 

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Audit Committee Pre-approval Policies and Procedures

The Audit Committee has implemented pre-approval policies and procedures related to the provision of audit and non-audit services by Ernst & Young LLP, our independent registered public accountants. Under these procedures, the Audit Committee pre-approves both the type of services to be provided by Ernst & Young LLP and the estimated fees related to these services.

During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the registered public accountants. The services and fees must be deemed compatible with the maintenance of such accountants’ independence, including compliance with rules and regulations of the SEC and the NASDAQ Stock Market.

The Audit Committee has delegated authority to pre-approve services performed by Ernst & Young LLP to the chair of the Audit Committee for services of up to $500,000, with any approvals pursuant to such delegated authority regularly reported to the Audit Committee. The Audit Committee has not delegated any of its responsibilities to pre-approve services performed by Ernst & Young LLP to management. Throughout the year, the Audit Committee will review any revisions to the estimates of audit and non-audit fees initially approved. No such services were approved pursuant to the procedures described in Rule 2-01(c)(7)(i)(C) of Regulation S-X, which waives the general requirement for pre-approval in certain circumstances.

Vote Required and Recommendation

Approval of Proposal 2 will require the affirmative vote of a majority of the votes cast at the Annual Meeting, either in person or by proxy. Unless marked to the contrary, proxies received will be voted “ FOR ” this Proposal 2 regarding the approval of the appointment of Ernst & Young LLP as our independent registered public accountants until the close of the next annual general meeting of shareholders and the authorization of the Board, acting by the Audit Committee, to determine the remuneration of the independent registered public accountants.

With respect to Proposal 2 , you may instruct to vote “for” or “against,” or “abstain” from voting on, such proposal. If you “abstain” from voting, your vote is not considered a vote cast and will have no effect for such proposal. If you do not provide your broker or other nominee with instructions on how to vote your shares with respect to Proposal 2, your broker or nominee will be entitled to cast “broker non-votes” on Proposal 2 as such proposal is a “routine” matter under current NASDAQ rules.

 

 

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Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers

At the 2017 annual general meeting of shareholders, we conducted an advisory, non-binding vote regarding the frequency with which we would seek approval of the compensation of our named executive officers. At such meeting, shareholders expressed their preference for an annual vote on executive compensation on an advisory, non-binding basis and, consistent with this preference, the Board determined that we will conduct such a vote on an annual basis.

Accordingly, and pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are providing our shareholders with the opportunity to vote, on an advisory, nonbinding basis, on the compensation of our named executive officers (sometimes referred to herein as “NEOs”) for 2017, as disclosed in this Proxy Statement, including the “Compensation Discussion and Analysis,” compensation tables and related material.

Our executive compensation program for 2017 is geared towards driving long-term, sustainable business performance. It is governed by the following guiding principles:

 

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It is fully consistent with our business objectives and strategy.

 

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It drives accountability and transparency, and aligns executive compensation with shareholders’ interests.

 

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It supports our mission, vision and values.

 

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The philosophy is designed to attract, retain and motivate top talent.

 

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Our programs are globally consistent and locally competitive.

 

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Our short-term incentives are aligned to key business objectives appropriate to colleague role and business segment.

 

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We provide long-term incentives that align colleague and shareholder interests and promote shareholder return.

 

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We have a pay-for-performance culture that is incentivized to achieve business performance that will sustain growth across the Company.

 

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The program takes into account both affordability and IHS Markit’s risk appetite, ensuring that our incentive plans do not encourage any undue risk taking, and strive to avoid any undue complexity; and

 

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The program strengthens alignment with shareholders, through significant share ownership guidelines that apply to both executive officers and directors.

The Human Resources Committee continually reviews the compensation programs for our NEOs to ensure they achieve the desired goals of aligning our executive compensation structure with our shareholders’ interests and current market practices.

We are asking our shareholders to indicate their support for our NEO compensation program and practices as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this Proxy Statement.

 

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We are asking our shareholders to approve the compensation program and practices of our NEOs as described in this Proxy Statement (which includes the “Compensation Discussion and Analysis,” the compensation tables, and related material).

Vote Required and Recommendation

The say-on-pay vote is advisory and therefore not binding on the Company, the Human Resources Committee, or the Board. The Board and the Human Resources Committee value the opinions of our shareholders and, to the extent there is a significant vote against the named executive officer compensation policies and practices as disclosed in this Proxy Statement, we will consider our shareholders’ concerns and the Human Resources Committee will evaluate whether any actions are necessary to address those concerns.

Unless you instruct us to the contrary, proxies will be voted “ FOR ” this Proposal 3 regarding named executive officer compensation policies and practices, as described in the “Compensation Discussion and Analysis,” and the other related tables and disclosures in this Proxy Statement.

With respect to Proposal 3 , you may instruct your vote “for” or “against,” or “abstain” from voting on, such proposal. If you “abstain” from voting, your vote is not considered a vote cast and will have no effect for such proposal. If you do not provide your broker or other nominee with instructions on how to vote your shares with respect to Proposal 3, your broker or nominee will not be entitled to cast “broker non-votes” on Proposal 3. Broker non-votes are not considered votes cast and will have no effect on the vote for this proposal.

 

 

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Proposal 4: Board Declassification Bye-law Amendment

The Board is submitting for approval at the Annual Meeting amendments to our bye-laws to declassify the Board of Directors.

Our bye-laws currently provide for a classified board structure pursuant to which the Board is divided into three classes and directors are elected to staggered three-year terms with members from one of the three classes elected each year. As part of the Company’s commitment to effective governance practices, however, management and the Board considered the view held by many institutional shareholders that a classified board structure has the potential effect of reducing the accountability of directors. After careful consideration, the Board, upon the recommendation of the Nominating and Governance Committee, has determined that it is appropriate to propose for shareholder consideration amendments to our bye-laws that, if adopted, would eliminate the classified structure of our Board over a three-year period. The phasing in of annual elections of directors over a three-year period is designed to ensure a smooth transition to a system of annual elections of all of our directors.

If this proposal is adopted, our bye-laws would be amended and restated to provide that all director nominees standing for election upon completion of their term after the Annual Meeting would be elected to a one-year term. Each director elected at the Annual Meeting will hold office for a three-year term until our 2021 annual general meeting. Each director serving as a Class II director immediately prior to the Annual Meeting will hold office until the annual general meeting of shareholders held in 2019. Each director serving as a Class III director immediately prior to the Annual Meeting will hold office until the annual general meeting of shareholders held in 2020. Any director elected or appointed to fill a vacancy pursuant to our bye-laws shall hold office until the next annual general meeting of shareholders held after the date of such appointment.

The specific language of the proposed amendments to our bye-laws is set forth in Appendix A to this proxy statement and is marked to show the proposed changes. In the event that Proposal 4 and Proposal 5 are both approved, the amendments to our bye-laws in both proposals will be combined as set forth in Appendix C to this proxy statement which is marked to show the combined proposed changes.

If this proposal is approved, the amendments to our bye-laws will become effective immediately following the Annual Meeting.

Vote Required and Recommendation

Approval of Proposal 4 will require the affirmative vote of not less than 66-2/3 percent of the votes attaching to all shares in issue.

With respect to Proposal 4 , you may instruct your vote “for” or “against,” or “abstain” from voting on, such proposal. If you “abstain” from voting, your vote will have the same effect as a vote “against” such proposal. If you do not provide your broker or other nominee with instructions on how to vote your shares with respect to Proposal 4, your broker or nominee will not be entitled to cast “broker non-votes” on Proposal 4. Broker non-votes are not considered votes cast and will have the same effect as a vote “against” such proposal.

 

 

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Proposal 5: Majority Voting For Directors Bye-law Amendment

The Board is submitting for approval at the Annual Meeting amendments to our bye-laws to implement majority voting in uncontested director elections and certain other related, administrative, or immaterial revisions.

Our bye-laws currently provide for plurality voting in director elections, where the nominees for director receiving the greatest number of votes cast will be elected. The Board has determined that the adoption of a majority voting standard in uncontested director elections will give our shareholders a greater voice in determining the composition of the Board. The Board believes that plurality voting should continue to apply in situations where the number of candidates nominated for election exceeds the number of directors to be elected so that only nominees receiving the greatest number of votes are elected.

If the adoption of a majority voting standard in uncontested director elections is approved and any director positions are left vacant following a general meeting, the Board may reduce its size or, if authorized by shareholders, may fill such vacant positions.

If this proposal is adopted, our bye-laws will be amended and restated to provide that in an uncontested election of directors, a candidate will be elected as a director only if the votes cast for the candidate exceed the votes cast against the candidate. Abstentions will not be counted as votes cast for or against a candidate. If the Board determines that an election of directors is contested (i.e., the number of candidates in any one year exceeds the number of directors to be elected in that year), the proposed amendments to our bye-laws would provide that a plurality voting standard will apply and the candidates receiving the greatest number of votes (up to the number of directors to be elected) will be elected.

In addition, we have included certain related or administrative and other changes to our bye-laws in the proposed amendments that our Board believes will not materially change the rights of our shareholders. These administrative changes include the removal of provisions that have been implemented following the Merger and no longer have effect. The amendments also include changes to our advance notice provisions that the Board believes do not materially change the rights of shareholders, and are related to and appropriate as part of the changes to the bye-laws to adopt majority voting in the election of directors. The Board believes that the majority voting system being proposed gives a greater voice to our shareholders, and in that regard, the proposed changes should be made to the advance notice provisions for nominating directors so that, in voting on candidates, shareholders have the benefit of the enhanced levels of information that are reflected in the proposed changes. The proposed changes to the advance notice provisions for nomination of business are intended to conform these provisions to the advance notice provisions for nomination of directors.

The specific language of the proposed amendments to our bye-laws is set forth in Appendix B to this proxy statement and is marked to show the proposed changes. In the event that Proposal 4 and Proposal 5 are both approved, the amendments to our bye-laws in both proposals will be combined as set forth in Appendix C to this proxy statement which is marked to show the combined proposed changes.

If this proposal is approved, the amendments to our bye-laws will become effective immediately following the Annual Meeting.

 

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Vote Required and Recommendation

Approval of Proposal 5 will require the affirmative vote of not less than 66-2/3 percent of the votes attaching to all shares in issue.

With respect to Proposal 5 , you may instruct your vote “for” or “against,” or “abstain” from voting on, such proposal. If you “abstain” from voting, your vote will have the same effect as a vote “against” such proposal. If you do not provide your broker or other nominee with instructions on how to vote your shares with respect to Proposal 5, your broker or nominee will not be entitled to cast “broker non-votes” on Proposal 5. Broker non-votes are not considered votes cast and will have the same effect as a vote “against” such proposal.

 

 

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Corporate Governance and Board of Directors

Our Board of Directors is currently composed of 12 members, divided into three classes. Pursuant to our bye-laws, our directors are elected at the annual general meeting of shareholders for a period of three years, with each director serving until the third annual general meeting of shareholders following his or her election. Upon the expiration of the term of a class of directors, directors for that class will be elected for a three-year term at the annual general meeting of shareholders in the year of such expiration. Each of our directors will continue to serve as director until the election and qualification of his or her successor, or until the earlier of his or her death, resignation, or removal. If Proposal 4 is approved by shareholders at the Annual Meeting, amendments to our Bye-laws will be adopted that would eliminate the classified structure of our Board over a three-year period. Please see “Proposal 4. Board Declassification Bye-law Amendment.”

Board Leadership Structure

The Board of Directors of IHS Markit believes strongly in the value of an independent board of directors to provide effective oversight of management. This includes all independent members of the key board committees: the Audit Committee, the Human Resources Committee, the Nominating and Governance Committee, and the Risk Committee. Each of the Company’s directors, other than Mr. Uggla, is independent (see “—Independent Directors”). The independent members of the Board of Directors meet regularly without management, which meetings are chaired by the lead independent director, which our bye-laws refer to as the Lead Director, whose role is described further below.

The Board believes that it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and Chief Executive Officer (“CEO”) in any way that it deems to be in the best interests of the Company. Upon the retirement of Jerre Stead as Chairman and CEO on December 31, 2017, Lance Uggla became our Chairman and CEO as set out in our bye-laws. Prior to the Merger, Mr. Uggla was chairman and CEO of Markit. Mr. Uggla possesses detailed and in-depth knowledge of the business and the opportunities we have in the global marketplace and is thus well positioned to develop agendas and lead the Board to ensure that the Board’s time and attention are focused on the most critical matters.

IHS Markit has established a Lead Director role with broad authority and responsibility. Robert Kelly has served as our Lead Director since the closing of the Merger and was previously the lead director of Markit beginning in June 2014. The Lead Director’s responsibilities include:

 

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scheduling meetings of the independent directors;

 

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chairing the separate meetings of the independent directors;

 

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serving as principal liaison between the independent directors and the Chairman and CEO on sensitive issues;

 

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communicating from time to time with the Chairman and CEO, and disseminating information among the Board of Directors as appropriate;

 

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providing leadership to the Board of Directors if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict;

 

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reviewing and approving the agenda and schedule for Board of Directors meetings and executive sessions and adding topics to the agenda as appropriate;

 

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reviewing the quality, quantity, and timeliness of information to be provided to the Board;

 

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serving as a non-management point of contact for the Company’s shareholders and other external stakeholders; and

 

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presiding over the annual self-evaluation of the Board of Directors.

 

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The Board believes that these responsibilities appropriately and effectively complement the Board leadership structure of IHS Markit.

The Role of the Board of Directors in Risk Oversight

We believe that risk is inherent in innovation and the pursuit of long-term growth opportunities for our business. The Board of Directors, acting directly and through its committees, is responsible for the oversight of the Company’s risk management. With the oversight of the Board, IHS Markit has implemented practices and programs designed to help manage the risks to which we are exposed in our business and to align risk-taking appropriately with our efforts to increase shareholder value. Each of the Audit, Human Resources, and Risk Committees of the Board has a role in assisting the Board in its oversight of the Company’s risk management, as set forth in the relevant committee charters.

The Board’s Risk Committee brings additional Board-level focus to the oversight of the Company’s management of key risks, as well as the Company’s policies and processes for identifying, evaluating, and mitigating such risks. The Risk Committee meets at least quarterly. The Chair of the Risk Committee gives regular reports of the Risk Committee’s meetings and activities to the Board in order to keep the Board informed of the Company’s guidelines, policies, and practices with respect to risk assessment and risk management, and each other committee also reports regularly to the full Board on its activities.

In addition, the Board of Directors participates in regular discussions among the Board and with IHS Markit senior management on many core subjects, including strategy, operations, finance, information technology, information security, human resources, legal, compliance, and public policy matters, and any other subjects regarding which the Board or its committees consider risk oversight an inherent element. Management at IHS Markit is responsible for day-to-day risk management activities. The Company has formed a management risk committee led by a Chief Risk Officer to supervise these day-to-day risk management efforts, including identifying potential material risks and appropriate and reasonable risk mitigation efforts. The Chief Risk Officer regularly reports such efforts to the Risk Committee and, as required, the Audit Committee and Human Resources Committee. The Board of Directors believes that the leadership structure described under “—Board Leadership Structure” facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the Lead Director and working through its independent committees, to participate actively in the oversight of management’s actions.

Shareholder Engagement

Engagement with our shareholders has always been a significant priority for us. In light of our recent Merger, integration, and Chairman and CEO succession, we have invested more focused time and resources talking to shareholders about our corporate governance and executive compensation practices.

As we have done in the past, in 2017 we reached out to the governance leaders and stewardship teams at more than 20 of our shareholders, representing at that time approximately 60 percent of our common shares outstanding. We asked for feedback on our performance and practices, particularly related to corporate governance and pay practices. We offered to visit in person or meet by teleconference. In response to our outreach efforts, we conducted meetings with several of our top 25 shareholders via teleconference or in person. Those meetings were attended at various times by our Chairman and CEO, President, General Counsel, Chief Administrative Officer, Chief Human Resources Officer, and Head of Investor Relations. At the request of investors, the Chair of the Human Resources Committee of the Board attended two of these meetings.

 

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We discussed a range of topics at those meetings, including the Company’s long-term strategy and performance, transition plans and processes due to the Merger, board structure and composition, corporate governance practices, executive compensation policies and design, and environmental-, social-, and governance-related matters. Shareholders were generally supportive of our current practices. We took the feedback that we received to our Nominating and Governance Committee and Human Resource Committee. Both committees, as well as the entire Board, find shareholder input valuable in their oversight of the Company.

As a result of our shareholder engagement, we have made the following changes to our practices:

 

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In Proposal 4, we are asking shareholders to vote on amendments to our bye-laws that would eliminate the classified structure of our Board over a three-year period to transition to annual elections for directors, in order to permit shareholders to hold directors accountable annually.

 

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In Proposal 5, we are asking shareholders to vote on amending our bye-laws to implement majority voting for the uncontested election of directors, so that our directors can only serve if they receive at least a majority of shareholder support when their nominations are uncontested.

 

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For the last few years, we have had discussion with certain investors about annual equity award dilution and we are actively managing our annual run rate share usage. For 2017, we limited our annual equity award dilution to a maximum annual run rate of 1.25 percent of total common shares outstanding (5,500,000 common shares), and for 2018, we are committed to a reduction to a maximum annual run rate of 1.00 percent of total common shares outstanding (4,000,000 common shares).

 

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In January 2018, we added two new directors, increasing gender diversity, and refreshed the composition of our board committees to continue to provide our Board with fresh insights.

Shareholder engagement is and will continue to be a top priority for our management team and Board. We will continue to engage our shareholders and consider the feedback that we receive from our discussions as we complete our transition process and focus on ongoing operations.

 

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Business Experience and Qualifications of Board Members

The following discussion presents information about the persons who compose the Board of Directors of IHS Markit, including the three nominees for election at the Annual Meeting.

 

Name		Age				Position
Class I Directors with terms expiring at the Annual General Meeting in 2018
Dinyar S. Devitre			70			Director
Nicoletta Giadrossi			51			Director
Robert P. Kelly			64			Lead Director
Deborah Doyle McWhinney			62			Director
Class II Directors with terms expiring at the Annual General Meeting in 2019
Lance Uggla			56			Chairman and CEO
Jean-Paul Montupet			70			Director
Richard W. Roedel			68			Director
James A. Rosenthal			64			Director
Class III Directors with terms expiring at the Annual General Meeting in 2020
John Browne (The Lord Browne of Madingley)			70			Director
Ruann F. Ernst			71			Director
William E. Ford			56			Director
Balakrishnan S. Iyer			61			Director

2018 Nominees for Class I Director

Dinyar S. Devitre

Dinyar S. Devitre has served as a member of our Board since July 2016 and previously served as a member of the Markit board since June 2014 when Markit became a public company. Mr. Devitre is also a member of the board of directors of Altria Group, Inc., where he serves on its finance and innovation committees. Mr. Devitre also serves as a trustee of the Brooklyn Academy of Music and a trustee Emeritus of the Asia Society. Until December 31, 2016, Mr. Devitre served as a special advisor to General Atlantic. In March 2008, Mr. Devitre retired from his position as Senior Vice President and Chief Financial Officer of Altria Group, Inc. Prior to Mr. Devitre’s appointment to this position in April 2002, he held a number of senior management positions with Altria, including President, Philip Morris Asia, and Chairman and CEO of Philip Morris Japan. Mr. Devitre previously served on the boards of SABMiller plc, Western Union Company, Emdeon Inc., Kraft Foods Inc. (now known as Mondelez International, Inc.), Lincoln Center and Pratham USA. Mr. Devitre holds a BA (Hons) degree from St. Joseph’s College, Darjeeling, and an MBA from the Indian Institute of Management in Ahmedabad.

Mr. Devitre brings to the Board experience as the chief financial officer of a large multinational company, as an executive and director of large corporations, as well as diversity in viewpoint and international business experience.

Nicoletta Giadrossi

Nicoletta Giadrossi has served as a member of our Board since January 2018. She is also a member of the board of Cairn Energy plc, an E&P company listed on the London Stock Exchange and part of the FTSE 250, and of Fincantieri SpA, a global shipbuilder, and Brembo SpA, an automotive

 

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components OEM, both of which are listed on the Italian Stock Exchange and are part of the Italian MIB. She has been a Senior Advisor with Bain Capital Partners in Europe since 2015. Ms. Giadrossi served on the boards of two listed companies in France, Bureau Veritas s.a. and Faiveley Transport s.a., until mid-2017, and on the board of Aker Solutions Asa in Norway until 2013. She has experience in leading and participating in Audit, Risk, Corporate Social Responsibility, and Compensation Committees. Ms. Giadrossi’s executive career has spanned 30 years in energy, engineering, and capital goods. From 2014 to 2016 she was President, Europe, Africa, India, for Technip, an engineering company, and from 2012 to 2014 she was EVP, Head of Operations, for Aker Solutions. Prior to that, she was VP and General Manager, EMEA, for Dresser Rand, where she also was an officer of that corporation. She spent 10 years with General Electric Company in several executive positions, notably General Manager for GE’s Oil and Gas, Refinery & Petrochemicals Division, a position she held until 2005. Ms. Giadrossi started her career at The Boston Consulting Group. She holds a BA in Economics and Mathematics from Yale University and an MBA from Harvard Business School.

We believe that Ms. Giadrossi’s extensive business experience in the industrial and energy sectors in Europe and her consulting and private equity background enable her to contribute a unique and diverse managerial and strategic perspective to the Board.

Robert P. Kelly

Robert P. Kelly has served as a member of our Board since July 2016 and previously served as a member of the Markit board since June 2014 when Markit became a public company. He serves as Lead Director of our Board of Directors. Mr. Kelly is chairperson of Canada Mortgage and Housing Corporation. Until December 2017, he was also chairman of the board of directors of Santander Asset Management. Mr. Kelly was most recently Chairman and CEO of The Bank of New York Mellon and The Bank of New York Mellon Corporation until 2011. Prior to that, he was Chairman, Chief Executive Officer and President of Mellon Bank Corporation, Chief Financial Officer of Wachovia Corporation, and Vice-Chairman of Toronto-Dominion Bank. Mr. Kelly previously served as Chancellor of Saint Mary’s University in Canada, was a former member of the boards of the Financial Services Forum, Federal Advisory Council of the Federal Reserve Board, Financial Services Roundtable, Trilateral Commission, and Institute of International Finance, and a former member of the board of trustees of St. Patrick’s Cathedral in New York City, Carnegie Mellon University in Pittsburgh, and the Art Gallery of Ontario. Mr. Kelly holds a B.Comm. from Saint Mary’s University and an MBA from the Cass Business School, City University, London, United Kingdom, and is a Chartered Accountant and Fellow Chartered Accountant. Mr. Kelly has been awarded honorary doctorates from City University and Saint Mary’s University.

Mr. Kelly’s extensive experience as the chairman and CEO of large financial institutions, as well as other senior policymaking positions in the financial services industry and as a director of other public and private companies, provides the Board with valuable insight and executive leadership, management, and strategic development experiences.

Deborah Doyle McWhinney

Deborah Doyle McWhinney has served as a member of our Board since July 2016 and previously served as a member of the IHS board since May 2015. Ms. McWhinney was the Chief Executive Officer (from September 2013 to January 2014) and Chief Operating Officer (from February 2011 to

 

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September 2013) of Citi’s global enterprise payments business and co-chair of the Citi Women initiative until her retirement in January 2014. From May 2009 to February 2011, Ms. McWhinney was President, Personal Banking and Wealth Management, at Citigroup Inc. Prior to joining Citi in 2009, Ms. McWhinney worked at Schwab, Inc. where she was President of Schwab Institutional and was a member of the executive committee, the Schwab Bank board and headed the global risk committee. Ms. McWhinney previously held executive roles at Visa International and Engage Media (a division of CMGI). Earlier in her career, she worked for 17 years at Bank of America in corporate and retail banking. Ms. McWhinney was appointed by former President George W. Bush to the board of directors of the Securities Investor Protection Corporation in 2002. Ms. McWhinney currently serves on the boards of Fluor Corporation, Lloyds Banking Group plc and Fresenius Medical Care AG & Co. KGaA and is a trustee for the California Institute of Technology and for the Institute for Defense Analyses.

Ms. McWhinney brings to the Board extensive management, risk, and cybersecurity experience gained in executive-level positions in the financial services industry and as a director of public companies.

Continuing Class II Directors with Terms Expiring at the Annual General Meeting in 2019

Lance Uggla

Lance Uggla is Chairman and CEO of IHS Markit. He served as President from July 2016 to December 2017 and was appointed Chief Operating Officer in October 2017. Prior to the Merger, Lance was the Chairman and CEO of Markit, responsible for leading the company’s strategic development and managing day-to-day operations. He founded Markit in 2003 after spotting an opportunity to bring transparency to the credit default swap market. The company launched the first daily credit default swap pricing service that year. He oversaw Markit’s growth from a startup to a global public company with more than 4,200 employees in 28 offices worldwide, serving more than 3,000 customers. Lance graduated from the Simon Fraser University in Canada with a BBA and holds a Master of Science from the London School of Economics, UK.

Mr. Uggla was a founder and the Chairman and CEO of Markit since its creation, and was previously an executive in the financial industry. As Chairman and CEO of IHS Markit, Mr. Uggla brings to the Board of Directors his knowledge of our business, strategy, people, operations, competition, and financial position. In addition, he brings with him extensive relationships in the financial services industry.

Jean-Paul L. Montupet

Jean-Paul Montupet has served as a member of our Board since July 2016 and previously served as a member of the IHS board since October 2012. He serves as a special advisor to Eurazeo —Société anonyme. Mr. Montupet served as President of Emerson Europe SA until December 2012, and, from 1990 until his retirement in December 2012, had served as an Executive Vice President of Emerson Electric Co., where he was responsible for its Industrial Automation Business. Mr. Montupet joined Emerson in 1981, serving in a number of senior executive roles at the global technology provider. He serves on the boards of WABCO Holdings Inc. and Assurant, Inc. In addition, Mr. Montupet was the non-executive chair of the board of PartnerRE Ltd. from 2010 until March 2016 and served on the board of Lexmark International, Inc. from October 2006 until November 2016. He is also a trustee of the St. Louis Public Library Foundation and International Churchill Society.

 

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Mr. Montupet brings to the Board extensive international business and executive management experience, particularly from Europe and Asia Pacific, and additional experience gained as a director of multiple publicly traded companies.

Richard W. Roedel

Richard W. Roedel has served as a member of our Board since July 2016 and previously served as a member of the IHS board since November 2005 when IHS became a public company. He serves as a director of Six Flags Entertainment Corporation, LSB Industries, Inc., and Luna Innovations Incorporated. Mr. Roedel also serves as the non-executive chairman of Luna. Until 2016, He served on the board of the Association of Audit Committee Members, Inc., a not-for-profit organization dedicated to strengthening audit committees, and on the Standing Advisory Group for the Public Company Accounting Oversight Board (PCAOB). Mr. Roedel served on the board of BrightPoint, Inc. until it was acquired in October 2012, on the board of Sealy Corporation until it was acquired in March 2013, and on the board of Lorillard, Inc. until it was acquired in June 2015. He also served as a director of Broadview Network Holdings, Inc., a private company, until 2012, and Dade Behring Holdings, Inc. from October 2002 until November 2005 when Dade was acquired. Mr. Roedel served in various capacities at Take-Two Interactive Software, Inc. from November 2002 until June 2005, including Chairman and CEO. Until 2000, he was employed by BDO Seidman LLP, having been Managing Partner of its Chicago and New York metropolitan area offices and later as Chairman and CEO. Mr. Roedel is a graduate of The Ohio State University and is a certified public accountant.

Mr. Roedel provides to the Board of Directors expertise in corporate finance, accounting, and strategy. He brings experience gained as a chief executive officer and as a director for several companies.

James A. Rosenthal

James A. Rosenthal has served as a member of our Board since July 2016 and previously served as a member of the Markit board since June 2014 when Markit became a public company. Mr. Rosenthal is currently the Chief Executive Officer of BlueVoyant, a global cybersecurity services firm. He is also co-chairman of Sheltered Harbor LLC, which has a mission of preserving systemic confidence in the event of a cyberattack. From April until October 2017, Mr. Rosenthal was a director of On Deck Capital, Inc. Until December 2016, he was Executive Vice President and Chief Operating Officer of Morgan Stanley, a member of Morgan Stanley’s management and operating committees, Chairman and CEO of Morgan Stanley Bank, N.A., and Chairman of Morgan Stanley Private Bank, N.A. Mr. Rosenthal was previously head of corporate strategy of Morgan Stanley, Chief Operating Officer of Morgan Stanley Wealth Management and head of firmwide technology and operations for Morgan Stanley. Prior to joining Morgan Stanley, Mr. Rosenthal served as Chief Financial Officer of Tishman Speyer from 2006 to 2008. Mr. Rosenthal holds a BA from Yale University and a JD from Harvard Law School.

Mr. Rosenthal brings to the Board cybersecurity experience, as well as extensive experience gained as chief operating officer of one of the world’s largest financial institutions.

Continuing Class III Directors with Terms Expiring at the Annual General Meeting in 2020

John Browne (The Lord Browne of Madingley)

John Browne has served as a member of our Board since January 2018. Lord Browne is executive chairman of L1 Energy (UK) and chairman of Huawei Technologies (UK). He is also member of the

 

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board of Pattern Energy Group Inc., where he serves on the nominating, governance and compensation committee and the conflicts committee. Prior to joining L1 Energy in March 2015, Lord Browne was a partner at Riverstone Holdings LLC, an energy and power-focused private equity firm, for eight years. From May 2013 to May 2015, he was also a director of Riverstone Energy Limited, a closed-ended investment company listed on the London Stock Exchange. Lord Browne spent 41 years at BP plc, holding various senior management positions during that time. In 1991, he joined the board of British Petroleum Company and was appointed Group Chief Executive in 1995 and remained in this position until May 2007. Lord Browne was chairman of the advisory board of Apax Partners LLC from 2006 to 2007, a non-executive director of Goldman Sachs from 1999 to 2007, a non-executive director of Intel Corporation from 1997 to 2006, a trustee of The British Museum from 1995 to 2005, a member of the supervisory board of DaimlerChrysler AG from 1998 to 2001, and a non-executive director of SmithKline Beecham from 1996 to 1999. Lord Browne holds a degree in Physics from Cambridge University and an MS in Business from Stanford University.

Lord Browne was the president of the Royal Academy of Engineering from 2006 to 2011 and is chairman of the trustees of the Queen Elizabeth prize for engineering. He is a fellow of the Royal Society and a foreign member of the U.S. Academy of Arts and Sciences. He was appointed chairman of the Francis Crick Institute from August 2017. He is also a member of the board of governors of the Folger Shakespeare Library in Washington, D.C. Lord Browne was a trustee of the Tate Gallery from August 2007, and was chairman of the trustees from January 2009 until July 2017 when he retired as a trustee. He was the chairman of the Independent Review of Higher Education Funding and Student Finance, which published its report in October 2010. He was the UK Government’s lead non-executive board member from June 2010 to January 2015. He was knighted in 1998 and made a life peer in 2001.

We believe that Lord Browne’s extensive experience as Chairman and CEO of one of the world’s largest energy companies, his leadership experience and his financial and energy industry expertise enable him to contribute significant managerial, organizational, strategic and financial oversight skills to our Board.

Ruann F. Ernst

Ruann F. Ernst has served as a member of our Board since July 2016 and previously served as a member of the IHS board since December 2006. Dr. Ernst served as Chief Executive Officer of Digital Island, Inc. and was Chairperson of the board of Digital Island from 1998 until the company was acquired by Cable & Wireless, Plc, and afterwards headed the business for Cable & Wireless. Prior to Digital Island, Dr. Ernst worked for Hewlett Packard in various management positions, including General Manager, Financial Services Business Unit. Prior to that, she was Vice President for General Electric Information Services Company and a faculty member and Director of Medical Computing at The Ohio State University where she managed a biomedical computing and research facility. Dr. Ernst also served on the board of Digital Realty Trust from 2004 until May 2015. At The Ohio State University, she serves on the University Foundation Board and the Fisher College of Business Advisory Board. She was a founder and is Board Chair of the nonprofit Healthy LifeStars.

Dr. Ernst brings to the Board a strong technical and computing background as well as skill in the development of information technology businesses. She also has extensive experience as a member of boards where strategic planning and long-term planning are critical to the success of the enterprise.

 

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William E. Ford

William E. Ford has served as a member of our Board since July 2016 and previously served as a member of the Markit board since June 2014 when Markit became a public company. Mr. Ford is the Chief Executive Officer and a Managing Director of General Atlantic LLC, a global growth equity firm, where he has worked since 1991. In addition to the Company, he serves on the supervisory board of Axel Springer SE, a public company, and on the boards of current General Atlantic portfolio companies Authentic Brands Group and Tory Burch. He was formerly a director of a number of prior General Atlantic investments, including First Republic Bank, NYSE Euronext, e*Trade, Priceline and NYMEX. Mr. Ford is actively involved in various nonprofit organizations. He is the Vice Chairman of the Advisory Council of Stanford Graduate School of Business and a member of the Advisory Board of Tsinghua University School of Economics and Management. He is also a Vice Chairman of the board of trustees of The Rockefeller University and a member of the boards of Memorial Sloan Kettering Cancer Center and Lincoln Center. From 2001 to 2013, he was a trustee of Amherst College and currently serves on the investment committee for the college’s endowment. Mr. Ford also serves on the executive committee of the Partnership for New York City, the Board of Directors of the National Committee on United States-China Relations, and is a member of The Council on Foreign Relations. He is also a member of the steering committee for The CEO Action for Diversity and Inclusion. Mr. Ford holds a BA in Economics from Amherst College and an MBA from the Stanford Graduate School of Business.

Mr. Ford brings to the Board a wealth of private equity experience and extensive knowledge of business, finance, and strategic acquisitions which provide valuable insight for our long-term corporate and business strategy.

Balakrishnan S. Iyer

Balakrishnan S. Iyer has served as a member of our Board since July 2016 and previously served as a member of the IHS board since November 2005 when IHS became a public company. He also serves on the boards of directors of Skyworks Solutions, Inc. and Power Integrations, Inc. and he is on the audit and governance committees of each. From October 1998 to June 2003, Mr. Iyer served as Senior Vice President and Chief Financial Officer of Conexant Systems, Inc. From 1997 to 1998, he was Senior Vice President and Chief Financial Officer of VLSI Technology Inc. and, from 1993 to 1997, he was Vice President, Corporate Controller, of VLSI Technology Inc. Mr. Iyer served on the board of directors of Conexant Systems from February 2002 until April 2011, Life Technologies (and its predecessor Invitrogen) from July 2001 until it was acquired in February 2014, and QLogic Corporation from 2003 until August 2016. Mr. Iyer holds a B.Tech in Mechanical Engineering from the Indian Institute of Technology, Madras, an MS in Industrial Engineering from the University of California, Berkeley, and an MBA in Finance from the Wharton School, University of Pennsylvania.

Mr. Iyer provides to the Board his expertise in corporate finance, accounting, and strategy, including experience gained as the Chief Financial Officer of two public companies. Mr. Iyer also brings a background in organizational leadership and experience serving as a public company outside director.

 

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Organization of the Board of Directors

Upon completion of the Merger, in accordance with our bye-laws, the Board size was set at 11 directors, six of whom were designees of IHS (each, an “IHS designee”) and five of whom were designees of Markit (each, a “Markit designee”). As such, as of the completion of the Merger on July 12, 2016, Edwin D. Cass, Gillian H. Denham, Timothy J.A. Frost, Cheng Chih Sung, Anne Walker and Lance Uggla resigned as directors of IHS Markit, and the remaining members of the Board, William E. Ford, Dinyar S. Devitre, Robert P. Kelly, James A. Rosenthal, as the Markit designees, appointed Lance Uggla as a Class II director and Markit designee, and the following IHS designees to serve as directors of IHS Markit: Jerre L. Stead and Deborah Doyle McWhinney as Class I directors, Richard Roedel and Jean-Paul Montupet as Class II directors, and Ruann F. Ernst and Balakrishnan S. Iyer as Class III directors.

In addition, Mr. Stead became the Chairman and CEO of IHS Markit, Mr. Uggla became the President and Chief Integration Officer of IHS Markit and Robert Kelly became the Lead Director of the Board. Pursuant to our bye-laws, Mr. Stead served as the Chairman and CEO of IHS Markit from the completion of the Merger until his retirement from the Company on December 31, 2017 (the “change date”), when Mr. Uggla was appointed Chairman and CEO of IHS Markit.

In October 2017, the Board unanimously approved keeping the size of the Board at 11 directors as of the change date and appointed Lord Browne as a Class III director effective as of January 1, 2018. In December 2017, the Board unanimously approved increasing the size of the Board to 12 directors effective as of January 1, 2018 and appointing Ms. Giadrossi as a Class I director effective as of that date.

Our Board held five meetings during 2017. At each meeting, the Chairman was the presiding director. Each director attended at least 75 percent of the total regularly scheduled and special meetings of the Board and the committees on which they served. As stated in our Corporate Governance Guidelines, our Board encourages each director to attend our annual general meeting of shareholders. At the 2017 Annual General Meeting of Shareholders, all 11 directors at the time were in attendance.

Our Board has established four standing committees: the Audit Committee, the Human Resources Committee, the Nominating and Governance Committee, and the Risk Committee. The Board has approved a charter for each of the Audit, Human Resources, Nominating and Governance, and Risk Committees, which can be found on our website at http://investor.ihsmarkit.com.

In Markit’s initial public offering in 2014, Canada Pension Plan Investment Board (“CPPIB”) purchased approximately $250 million of our common shares, and was given the right to nominate, in consultation with our Nominating and Governance Committee, one director for appointment to our Board of Directors pursuant to a Director Nomination Agreement with us. This right will expire if CPPIB’s beneficial ownership of our common shares falls below 100 percent of the number of common shares CPPIB purchased in Markit’s initial public offering. Edwin D. Cass was the designee nominated by CPPIB and was appointed to Markit’s Board of Directors in October 2014. At the completion of the Merger, Mr. Cass resigned and CPPIB determined at that time that it would not choose to designate a new nominee to our Board, reserving the right to designate a future nominee in accordance with the terms of the Director Nomination Agreement.

 

23

Independent Directors

We have determined that all of our directors other than Mr. Uggla are independent directors, based on the independence standards of NASDAQ and SEC rules and regulations.

In addition, we believe that all members of each of the Audit Committee, Risk Committee, Human Resources Committee, and Nominating and Governance Committee of the Board meet the independence standards of NASDAQ and SEC rules and regulations.

In accordance with our bye-laws and the Corporate Governance Guidelines, the independent directors designated Mr. Kelly as Lead Director in April 2017. The Lead Director chairs executive sessions of the independent directors. During 2017, the independent directors of the Board met five times without the presence of management.

Simultaneous Service on Other Public Company Boards

In accordance with our Corporate Governance Guidelines, without the consent of the Nominating and Governance Committee, a director may not serve on more than five public company boards, including our Board, and a director who is also the chief executive officer of another public company may not serve on more than two public company boards, including our Board and their own board of directors.

The Corporate Governance Guidelines also provide that a director must notify the Chair of the Nominating and Governance Committee prior to accepting any invitation to serve on another board (including a not-for-profit/tax-exempt board) or with a government or advisory group that is expected to require significant commitments of time, in order for IHS Markit to confirm the absence of any actual or potential conflict of interest.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas including the size and composition of our Board of Directors, membership criteria and director qualifications, director responsibilities, Board agenda, roles of the Chairman and Chief Executive Officer and lead independent director, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisers, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. Our Corporate Governance Guidelines are available on our website at http://investor.ihsmarkit.com.

Business Code of Conduct

We have adopted a code of ethics that we refer to as our Business Code of Conduct. Our Business Code of Conduct applies to our directors as well as all of our principal executive officers, our financial and accounting officers, and all other employees of IHS Markit.

Our Business Code of Conduct is available on our website at http://investor.ihsmarkit.com. If we approve any substantive amendment to our Business Code of Conduct, or if we grant any waiver of the Business Code of Conduct to the Chief Executive Officer, the Chief Financial Officer, or the Chief Accounting Officer, we intend to post an update on the Investor Relations page of the Company’s website at http://investor.ihsmarkit.com.

 

24

Communications with the Board or Independent Directors

The Board has a process for shareholders or any interested party to send communications to the Board, including any committee of the Board, any individual director, or our independent directors as a group. If you wish to communicate with the Board as a whole, with any committee of the Board, with one or more individual directors, or with our independent directors as a group, you may send your written communication to:

Lead Director

c/o General Counsel

IHS Markit Ltd.

4th Floor, Ropemaker Place

25 Ropemaker Street

London EC2Y 9LYUnited Kingdom

Depending on how the communication is addressed and the subject matter of the communication, our Lead Director, with the assistance of our General Counsel, will review any communication received and will forward the communication to the appropriate director or directors.

Communications with the Audit Committee

Our Audit Committee has established a process for communicating complaints regarding accounting or auditing matters.

In order to submit a complaint, you may call our compliance hotline as set forth in the Compliance Hotline and Reporting Misconduct Policy, which can be found on our website at http://investor.ihsmarkit.com. Any such complaints received or submitted are forwarded as appropriate to the Audit Committee, to take such action as may be appropriate.

Composition of Board Committees

The Board had four standing committees, with membership and number of meetings for each as of 2017 fiscal year-end as shown below.

 

Name (1)		Audit		Human Resources		Nominating and Governance		Risk
Dinyar S. Devitre		Chair				✓		✓
Ruann F. Ernst				Chair
William E. Ford		✓
Balakrishnan S. Iyer		✓				✓
Robert P. Kelly				✓		Chair
Deborah Doyle McWhinney		✓						✓
Jean-Paul Montupet				✓		✓
Richard W. Roedel								Chair
James A. Rosenthal				✓				✓
2017 Meetings		9		6		4		7

 

(1)

Lord Browne and Ms. Giadrossi are excluded from the table above because they were not members of the Board or any committee during 2017. Effective as of January 1, 2018, Lord Browne became a member of the Human Resources Committee and the Nominating and Governance Committee and Ms. Giadrossi became a member of the Audit Committee.

 

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The Board reviews the composition of our board committees and considers the expertise of the directors with the needs of the committees. The Board has determined that rotating committee service on its four standing committees as set forth below would be effective March 1, 2018.

 

Name		Audit		Human Resources		Nominating and Governance		Risk
John Browne				✓		✓
Dinyar S. Devitre		Chair				✓		✓
Ruann F. Ernst								✓
William E. Ford				Chair
Nicoletta Giadrossi		✓
Balakrishnan S. Iyer		✓				✓
Robert P. Kelly				✓		✓
Deborah Doyle McWhinney		✓						✓
Jean-Paul Montupet				✓		Chair
Richard W. Roedel		✓						Chair
James A. Rosenthal				✓				✓

Audit Committee

Current Members:

Dinyar S. Devitre (Chair)

William E. Ford

Nicoletta Giadrossi (since January 1, 2018)

Balakrishnan S. Iyer

Deborah Doyle McWhinney

Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee assists our Board in its oversight of (i) the integrity of our financial statements, (ii) our independent registered public accountants’ qualifications, independence, and performance, (iii) the performance of our internal audit function, and (iv) our compliance with legal and regulatory requirements. The Audit Committee is directly responsible for recommending the appointment of, and the compensation, retention, and oversight of the work of, our independent registered public accountants. The Audit Committee reviews and monitors the Company’s policies and practices with respect to major financial reporting risk exposures. The Audit Committee establishes procedures for reporting compliances and reviews any complaints regarding accounting, internal accounting controls or auditing matters received. The Audit Committee also prepares the report on the Company’s financial statements and its independent registered public accountants that the SEC rules require to be included in the Company’s annual proxy statement or annual report. The Audit Committee is governed by a charter, a copy of which is available at the Company’s website at http://investor.ihsmarkit.com.

Our Board has determined that each member of the Audit Committee satisfies the “independence” requirement of Rule 10A-3 under the Exchange Act, the listing standards of NASDAQ, and the Audit Committee Charter, and meets the financial literacy and sophistication requirements of the listing standards of NASDAQ. In addition, the Board has determined that each of Mr. Devitre, Ms. Giadrossi, Mr. Iyer, and Ms. McWhinney meets the definition of “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC.

 

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Human Resources Committee

Current Members:

John Browne (since January 1, 2018)

Ruann F. Ernst (Chair)

Robert P. Kelly

Jean-Paul Montupet

James A. Rosenthal

The Human Resources Committee has been established by our Board to (i) review, approve and administer our compensation and benefits policies generally, (ii) evaluate executive officer performance and review our management succession plan, (iii) review and approve compensation for our executive officers and other officers for purposes of Section 16 of the Exchange Act, (iv) review and assess risks arising from compensation policies and practices, (v) review management succession planning; (vi) retain and terminate compensation consultants, (vii) review and discuss the “Compensation Discussion and Analysis” disclosure with management and provide a recommendation to the Board regarding its inclusion in the Company’s annual proxy statement or annual report, and (viii) prepare the report on executive officer compensation that the SEC rules require to be included in the Company’s annual proxy statement or annual report. See the “Compensation Discussion and Analysis” for a more detailed description of the functions of the Human Resources Committee. The Human Resources Committee is governed by a charter, a copy of which is available at the Company’s website at http://investor.ihsmarkit.com.

Our Board has determined that each member of the Human Resources Committee satisfies the “independence” requirement of the listing standards of NASDAQ, our Corporate Governance Guidelines and the Human Resources Committee Charter.

Nominating and Governance Committee

Current Members:

John Browne (since January 1, 2018)

Dinyar S. Devitre

Balakrishnan S. Iyer

Robert P. Kelly (Chair)

Jean-Paul Montupet

The Nominating and Governance Committee has been created by our Board to (i) identify individuals qualified to become board members and recommend director nominees to the Board, (ii) recommend directors for appointment to committees established by the Board, (iii) make recommendations to the Board as to determinations of director independence, (iv) oversee the evaluation of the Board, (v) make recommendations to the Board as to compensation for our directors, (vi) develop and recommend to the Board our corporate governance guidelines, business code of conduct and related person transaction policy, (vii) oversee compliance with our corporate governance guidelines, business code of conduct and related person transaction policy, and (viii) review board orientation and continuing education. A more detailed description of certain functions of the Nominating and Governance Committee can be found under “—Director Nominations.” The Nominating and Governance Committee is governed by a charter, a copy of which is available on the Company’s website at http://investor.ihsmarkit.com.

 

27

Our Board has determined that each member of the Human Resources Committee satisfies the “independence” requirement of the listing standards of NASDAQ, our Corporate Governance Guidelines and the Nominating and Governance Committee Charter.

Risk Committee

Current Members:

Dinyar S. Devitre

Deborah Doyle McWhinney

Richard W. Roedel (Chair)

James A. Rosenthal

The Risk Committee has been established by our Board to assist our Board in its oversight of the Company’s risk management. In addition to any other responsibilities which may be assigned from time to time by the Board, the Risk Committee is responsible for (i) reviewing and discussing with management the Company’s risk management and risk assessment processes, including any policies and procedures for the identification, evaluation, and mitigation of major risks of the Company, (ii) receiving periodic reports from management as to efforts to monitor, control, and mitigate major risks, (iii) reviewing periodic reports from management pertaining to the Company’s business lines, products, and services, including any major risks with respect to such business lines, products, and services, as the Risk Committee deems appropriate, (iv) reviewing periodic reports from management pertaining to cyber security programmes and data protection controls and such other appropriate information security reports as the Risk Committee deems appropriate, (v) reviewing and discussing with management the Company’s compliance with laws and regulations, including major legal and regulatory initiatives, (vi) reviewing periodic reports from management pertaining to corporate sustainability strategy and initiatives, (vii) reviewing any material complaints received pursuant to the Company’s code of conduct hotline policy (other than complaints regarding accounting, internal accounting controls or auditing matters, which are reviewed by the Audit Committee), (viii) reviewing periodic reports from management on selected risk topics as the Risk Committee deems appropriate from time to time encompassing major risks other than those delegated by the Board to other committees of the Board in their respective charters or otherwise, and (ix) assigning for review to other committees of the Board such selected risk topics identified by the Risk Committee as the Risk Committee determines is appropriate for effective oversight of such risks. The Risk Committee is governed by a charter, a copy of which is available on the Company’s website at http://investor.ihsmarkit.com.

Our Board has determined that each member of the Risk Committee satisfies the “independence” requirement of our Corporate Governance Guidelines and the Risk Committee Charter.

Director Nominations

Our Board nominates directors to be elected at each annual general meeting of shareholders and appoints new directors to fill vacancies when they arise. The Nominating and Governance Committee has the responsibility to identify, evaluate, recruit, and recommend qualified candidates to the Board for nomination or appointment.

In addition to considering an appropriate balance of knowledge, experience, and capability, the Board has as an objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, and skills. The Nominating and Governance Committee will

 

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select candidates for director based on the candidate’s character, judgment, diversity (including gender nationality and ethnicity), business acumen, and ability to act on behalf of all shareholders (without regard to whether the candidate has been nominated by a shareholder). The Nominating and Governance Committee believes that nominees for director should have experience, such as experience in management or accounting and finance, or industry and technology knowledge, that may be useful to IHS Markit and the Board, high personal and professional ethics, and the willingness and ability to devote sufficient time to effectively carry out his or her duties as a director. The Nominating and Governance Committee believes it appropriate for at least one, and preferably multiple, members of the Board to meet the criteria established by the SEC for an “audit committee financial expert,” and for a majority of the members of the Board to meet the definition of “independent director” under the rules of NASDAQ. The Nominating and Governance Committee also believes it appropriate for certain key members of our management to participate as members of the Board.

Prior to each annual general meeting of shareholders, the Nominating and Governance Committee identifies nominees first by evaluating the current directors whose term will expire at the annual general meeting of shareholders and who are willing to continue in service. These candidates are evaluated based on the criteria described above, the candidate’s prior service as a director, and the needs of the Board with respect to the particular talents and experience of its directors. In the event that a director does not wish to continue his or her service, the Nominating and Governance Committee determines not to renominate the director, or a vacancy is created on the Board as a result of a resignation, an increase in the size of the Board, or other event, the Nominating and Governance Committee will consider various candidates for membership, including those suggested by the Nominating and Governance Committee members, by other Board members, by any executive search firm engaged by the Nominating and Governance Committee, or by any nomination properly submitted by a shareholder pursuant to the procedures for shareholder nominations for directors provided in the proxy statement related to the Annual General Meeting and this annual report. As a matter of policy, candidates recommended by shareholders are evaluated on the same basis as candidates recommended by the Board members, executive search firms, or other sources. In 2017, the Nominating and Governance Committee did not engage any executive search firms to assist with identifying qualified Board candidates.

Ms. McWhinney and Ms. Giadrossi are new nominees for election to the Board this year. Their nominations were recommended by the Nominating and Governance Committee and approved by the Board. Ms. McWhinney was formerly on the IHS Inc. board of directors and was appointed by the Board in July 2016 to serve on our Board as an IHS designee. Ms. Giadrossi was recommended by the Nominating and Governance Committee after it reviewed a group of potential candidates that were solicited from members of the Board.

Director Share Ownership Guidelines

We believe that our non-employee directors should have a significant equity interest in the Company. Our Board has adopted an ownership policy in our Corporate Governance Guidelines that requires directors to hold common shares with an aggregate value of at least five times the Board’s annual cash retainer. Vested stock options which are not exercised are not considered for the purposes of director equity ownership. Directors have five years to achieve the holding requirement.

As of December 31, 2017, all of our current directors held shares in excess of their holding requirement except for Mr. Rosenthal, who has until June 2019 to meet his holding requirement, and Lord Browne

 

29

and Ms. Giadrossi, who each have until December 2023 to meet their holding requirement. Prior to the Merger, Mr. Rosenthal declined to receive director compensation as a member of the Markit board.

Hedging and Pledging Policy

We have a hedging and pledging policy for executive officers and directors in our policy on trading securities that (i) prohibits them from engaging in any hedging transactions that are designed to hedge or speculate on any change in the market value of IHS Markit equity securities and (ii) requires prior approval from the Nominating and Governance Committee before allowing them to hold IHS Markit securities in margin accounts or pledge IHS Markit securities as collateral.

Director Compensation

Our non-employee directors receive compensation for their service on our Board. The objective of our program is to provide non-employee directors compensation that is straight forward, market-competitive and consistent with current peer pay levels, and provides flexibility for income deferrals. The compensation is composed of cash retainers and equity awards. In addition, each of our non-employee directors is reimbursed for reasonable expenses related to meeting attendance and activities related to their duties as directors. The following table sets forth information concerning the non-employee director compensation program in effect at the 2017 fiscal year-end. We believe it is important that non-employee directors build up a significant holding in INFO shares, to align their interests with those of shareholders. The non-employee directors are required to hold five times their annual board retainer and have five years within which to comply with this holding requirement.

 

Non-employee Director Compensation
Board Retainer		$	90,000
Lead Director Retainer			50,000
Committee Chair Retainer
Audit Committee			30,000
Human Resources Committee			30,000
Nominating and Governance Committee			17,500
Risk Committee			30,000
Annual Equity Award (1)			180,000

 

(1)

The shares underlying the annual equity award value are determined by dividing the value on the grant date by the closing price of our shares on the grant date. Effective as of April 2017, on the day of the Company’s annual general meeting of shareholders each year, each non-employee director shall receive an award consisting of restricted share units whose underlying shares shall have, on the date of grant, a fair market value equal to $180,000. Such awards will vest one year from the grant date.

Non-employee directors compensation is reviewed annually by the Nominating and Governance Committee, with the assistance of the Human Resources Committee and Pay Governance LLC, the committees’ independent compensation consultant. The Nominating and Governance Committee makes recommendations about non-employee director compensation to our Board.

The Nominating and Governance Committee’s most recent review of non-employee director compensation was in April 2017. The Nominating and Governance Committee examined the non-employee director compensation programs of the Company’s peer group and noted that the structure of the non-employee director compensation program generally was consistent with peer practices but that total non-employee director compensation was above peer group norms and could be simplified. The Nominating and Governance Committee recommended eliminating (i) the non-chair

 

30

committee membership retainer, which was $15,000 for the Audit Committee and $10,000 for the other Board committees, and (ii) the annualized value of an initial equity award upon election, which was a one-time equity award of $150,000 that annualized over 8 years. On the recommendation of the Nominating and Governance Committee, our Board of Directors approved the updated non-employee director compensation program as set forth in the table above. All other components of the non-employee director compensation program remained unchanged.

All equity awards for non-employee directors are determined by the Non-employee Director Equity Compensation Policy and issued pursuant to the 2014 IHS Markit Ltd. Equity Incentive Award Plan. Non-employee directors may elect to defer their cash retainers to deferred share units. In 2017, six non-employee directors elected to defer their cash retainers to deferred share units.

Our bye-laws provide that the Company shall indemnify its officers and directors in respect of their actions and omissions, except in cases of fraud or dishonesty, and that the Company shall advance funds to its officers and directors for expenses incurred in their defense on condition to repay the funds if any allegation of fraud or dishonesty is proved.

In addition, the Company has entered into agreements with its officers and directors to indemnify them against expenses and liabilities to the fullest extent permitted by law.

We also have purchased and maintain a directors’ and officers’ liability insurance policy for the benefit of any officer or director in respect of any loss or liability attaching to him or her in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.

Director Compensation During 2017

The following table sets forth information concerning the compensation of each of our non-employee directors during the fiscal year, which began December 1, 2016 and ended November 30, 2017. Non-employee directors did not receive any stock options, non-equity incentive plan compensation, or any other compensation that is not otherwise disclosed in the table below. Non-employee directors do not participate in defined benefit and actuarial pension plans or nonqualified defined contribution plans. In addition, non-employee directors may choose to defer receipt of the shares underlying the restricted share units until after their termination of service in the case of the annual equity award; and until after their termination of service or three years after the year in which the compensation was earned in the case of the cash retainers.

 

Non-employee Director Compensation During 2017
Name		Fees Earned or Paid in Cash ($) (1)				Stock Awards($) (2)				Total ($)
Dinyar S. Devitre		$	126,667			$	179,943			$	306,610
Ruann F. Ernst			120,000				179,943				299,943
William E. Ford III			95,000				179,943				274,943
Balakrishnan S. Iyer			98,333				179,943				278,276
Robert P. Kelly			160,833				179,943				340,776
Deborah Doyle McWhinney			98,333				179,943				278,276
Jean-Paul Montupet			96,667				179,943				276,610
Richard W. Roedel			120,000				179,943				299,943
James A. Rosenthal (3)			87,500				119,975				207,475

 

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(1)

Includes the value of deferred share units granted to each of Messrs. Devitre, Ford, Kelly, Montupet, Roedel and Rosenthal in lieu of cash fees. The deferred share units will be distributed in IHS Markit common shares after the director’s service terminates. In the case of Mr. Rosenthal, the deferred share units will be distributed three years after the year in which they were earned with the delivery date being the day of the Annual Meeting of Shareholders.

 

(2)

The valuation of the share awards is the grant date fair value computed in accordance with FASB ASC Topic 718. Any estimated forfeitures are excluded from values reported in this table. For a discussion of the assumptions made in valuing these awards and a description of how we factor forfeitures into our overall equity compensation expense, refer to “Note 13 – Stock-Based Compensation” to our audited financial statements contained in the Annual Report. Each non-employee director received a pro-rated grant on December 1, 2016 to bridge to the new annual grant date coincident with the date of the Company’s Annual Shareholder Meeting in April 2017.

 

(3)

Mr. Rosenthal had voluntarily waived his compensation through December 31, 2016 while he was an executive officer of Morgan Stanley, including the pro-rata grant issued to other non-employee directors on December 1, 2016. He began receiving compensation for his duties as a non-employee director of the Company as of January 1, 2017, and received the annual grant coinciding with the date of the Company’s Annual Shareholder Meeting in April 2017.

The following table sets forth information concerning the outstanding share awards held by each non-employee director on November 30, 2017:

 

Outstanding Share Awards at End of Fiscal Year (#)
Name		Deferred Share Units (1)				Unvested Restricted Share Units (2)				Total Share Awards Outstanding at Fiscal Year End
Dinyar S. Devitre			2,150				6,001				8,151
Ruann F. Ernst			54,953				6,001				60,954
William E. Ford III			2,592				6,001				8,593
Balakrishnan S. Iyer			58,827				6,001				64,828
Robert P. Kelly			4,284				6,001				10,285
Deborah Doyle McWhinney			7,044				6,001				13,045
Jean-Paul Montupet			28,765				6,001				34,766
Richard W. Roedel (3)			132,255				6,001				138,256
James A. Rosenthal			1,643				4,293				5,936

 

(1)

Represents (a) deferred share units acquired in lieu of receiving cash retainers and will be delivered in IHS Markit shares upon termination of service, and (b) vested annual equity awards that have not yet been released because the director deferred receipt until after termination of service. In the case of Mr. Rosenthal, the deferred share units will be distributed three years after the year in which they were earned with the delivery date being the day of the Annual Meeting of Shareholders. This table excludes deferred share units that were earned during the fourth quarter of 2017 but were not granted until December, after the November 30 close of 2017. The amount deferred for these deferred share units is reported in the “Non-employee Director Compensation During 2017” table.

 

(2)

Represents unvested restricted share units held by the non-employee directors at fiscal year-end. With the exception of Mr. Rosenthal, each non-employee director had 1,708 unvested share units that vested on December 1, 2017. Each non-employee director has 4,293 unvested share units that will vest on April 5, 2018.

 

(3)	Mr. Roedel has gifted all of his equity awards to his spouse.

 

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Executive Officers

Set forth below is information concerning our executive officers as of February 27, 2018.

 

Name		Age				Position
Lance Uggla			56			Chairman and Chief Executive Officer
Jonathan Gear			47			Executive Vice President, Resources, Transportation and Consolidated Markets and Solutions
Todd Hyatt			57			Executive Vice President and Chief Financial Officer
Adam Kansler			48			Executive Vice President, Financial Markets
Daniel Yergin			71			Vice Chairman

Executive officers are appointed by our Board until their resignation or until their appointments are revoked by the Board.

Jerre Stead served as our Chairman and CEO in 2017 until his retirement on December 31, 2017.

For part of 2017, the following persons were executive officers of the Company:

 

●

Shane Akeroyd, Executive Vice President—Global Head of Account Management and Regional Head of Asia Pacific;

 

●

Jane Okun Bomba, Executive Vice President and Chief Administrative Officer;

 

●

Sari Granat, Executive Vice President and General Counsel;

 

●

Randy Harvey, Executive Vice President and Chief Technology Officer;

 

●

Yaacov Mutnikas, Executive Vice President—Financial Market Technologies;

 

●

Michele Trogni, Executive Vice President—Consolidated Markets and Solutions; and

 

●

Michael Easton, Senior Vice President and Chief Accounting Officer (from his appointment to the position in February 2017).

In April 2017, in connection with a realignment of our executive team and clarification of leadership responsibilities since the completion of the Merger, our Board reviewed our executive officers and their positions and responsibilities and determined that Mr. Akeroyd, Ms. Okun Bomba, Ms. Granat, Mr. Harvey, Mr. Mutnikas, Ms. Trogni, and Mr. Easton were no longer executive officers of the Company.

Jeffrey Sisson served as our Executive Vice President and Chief of Staff until his retirement in March 2017.

Heather Matzke-Hamlin served as our Senior Vice President and Chief Accounting Officer until February 15, 2017, when she stepped down from that position to serve as an advisor to our Chief Financial Officer.

A brief biography for each of our current executive officers follows.

Lance Uggla

Information about Mr. Uggla is provided under “Corporate Governance and Board of Directors—Business Experience and Qualification of Board Members.”

 

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Jonathan Gear

Jonathan Gear is Executive Vice President, Resources, Transportation and Consolidated Markets and Solutions (CMS) for IHS Markit, including business lines supporting the automotive, technology, engineering, digital, energy, chemicals, maritime and aerospace industries. Mr. Gear was previously executive vice president of resources and transportation for IHS. Earlier, he served in multiple senior vice president positions and as president/COO of IHS CERA. Mr. Gear previously held leadership positions at Activant Solutions, smarterwork.com, and Booz Allen Hamilton. He holds a B.A. from the University of California, Berkeley, and an MBA from Stanford Graduate School of Business.

Todd Hyatt

Todd Hyatt is Executive Vice President and Chief Financial Officer of IHS Markit. Mr. Hyatt served in those same roles at IHS after previously serving as chief information officer, senior vice president of FP&A, and leading the finance organization for the company’s engineering segment. He also worked for LoneTree Capital, US WEST/MediaOne, AT&T, Arthur Young, and Arthur Andersen. He holds a B.S. in accounting from the University of Wyoming and an M.S. in management from Purdue University.

Adam Kansler

Adam Kansler is Executive Vice President, Financial Markets at IHS Markit, responsible for our Financial Services segment. Mr. Kansler previously served as global co-head of Markit’s information division and head of North American operations. Earlier, Mr. Kansler was Markit’s chief administrative officer and general counsel, leading human resources, legal, corporate communications, risk, regulatory, and strategic alliances. Before joining Markit in 2009, Mr. Kansler spent 17 years with Proskauer LLP as a corporate partner. He holds a B.A. in economics from Hobart College and received his J.D. from Columbia University School of Law.

Daniel Yergin

Daniel Yergin is Vice Chairman of IHS Markit. The Pulitzer Prize-winning author of The Prize and The Quest, Dr. Yergin was vice chairman of IHS and founded IHS CERA. He is an authority on energy, international politics, and economics. His awards include Lifetime Achievement from the Prime Minister of India and the United States Energy Award for “lifelong achievements in energy and the promotion of international understanding.” He holds a B.A. from Yale University and a Ph.D. from Cambridge University, where he was a Marshall Scholar.

 

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