IHS Markit Ltd. 2020 Non-Employee Director Compensation Program Summary

Summary

IHS Markit Ltd. has established a compensation program for its non-employee directors, effective December 1, 2019. Under this program, non-employee directors receive annual cash retainers and equity awards for their board service, with specific amounts for board membership, lead independent director, and committee chair roles. Equity awards are granted as restricted stock units that vest after one year or at the next annual meeting. Directors may defer equity awards, and compensation is prorated for partial service. The company also provides liability insurance and reimburses reasonable expenses.

EX-10.2 3 ex102q319.htm EXHIBIT 10.2 Exhibit

Exhibit 10.2

Summary of 2020 Non-Employee Director Compensation Program

IHS Markit Ltd.

Effective December 1, 2019

Director Compensation

Our nonemployee directors receive compensation for their service on our Board of Directors, subject to and in accordance with the IHS Markit Ltd. Non-Employee Director Equity Compensation Policy (the “Director Compensation Policy”).

Beginning December 1, 2019, each of our nonemployee directors will receive annual cash retainers and equity awards, as described in the table below. The cash retainers received by the nonemployee directors may be converted into deferred stock units.



Annual Director Compensation	$
Board Retainer	90,000
Lead Independent Director Retainer	50,000
Committee Chair Retainer:	30,000
Annual Equity Award (1)	180,000
(1) On the day of the Company’s annual general meeting of shareholders each year, each nonemployee director shall receive an award consisting of restricted stock units whose underlying shares shall have, on the date of grant, a fair market value equal to $180,000. Such awards will vest on the earlier to occur of: (i) the date of the first annual general meeting of shareholders occurring in the fiscal year immediately following the grant date and (ii) the first anniversary of the grant date, unless the Board expressly determines otherwise. Directors may choose to defer receipt of the shares underlying the restricted stock units until after their termination of service.

Non-Employee Director Compensation (cash and equity) shall be prorated for any partial period of service in accordance with the Director Compensation Policy.

All equity awards for nonemployee directors will be issued pursuant to the IHS Markit Ltd. 2014 Equity Incentive Award Plan and the Director Compensation Policy.

We provide liability insurance for our directors and officers. In addition, our nonemployee directors are reimbursed for reasonable expenses.