DEF 14A of S&P Global Inc., Mar 19, 2024

DEF 14A of S&P Global Inc.

Filed Mar 19, 2024 · FY20230001104659-24-035901

Open on EDGAR

  1. Item 1. Election of Directors

    Item 1. Election of Directors The Company’s business and affairs are overseen by our Board pursuant to the New York Business Corporation Law and our Amended and Restated Certificate of Incorporation and By-Laws. We currently have 13 Directors, all of whom, with the exception of Deborah McWhinney, are being nominated at this Annual Meeting for one-year terms, which will expire at the Annual Meeting in 2025 (See Item 1 on page 6). Deborah McWhinney will not stand for re-election at the Annual Meeting.

  2. Item 1. Election of Directors

    Item 1. Election of Directors The persons listed below, each of whom is currently a Director of the Company, have been nominated by the Board, on the recommendation of the Nominating Committee, for election to a one-year term of office that will expire at the next Annual Meeting or until their successors are elected and qualified or until their earlier resignation or removal. Each nominee listed below has agreed to serve his or her respective term. If any Director is unable to stand for election, the individuals named as the proxies have the right to designate a substitute. If that happens, shares represented by proxies may be voted for a substitute Director. Your Board recommends that you vote FOR each of the following nominees: •

  3. Director Nominees

    Director Nominees Our Board has nominated the following 12 Director nominees to stand for election at the Annual Meeting to serve one-year terms that will expire at the 2025 Annual Meeting. All nominees are currently serving as Directors of the Company and have been previously elected by our shareholders. Deborah McWhinney, a current director, is not standing for re-election. Set forth below is information regarding each of the 12 Director nominees. Please see pages 129 through 136 of this Proxy Statement for voting information. Following each Director nominee’s biography below, we have highlighted certain notable skills and qualifications that the Nominating and Corporate Governance Committee reviewed and considered when recommending the Director nominee. Committee membership is identified for the one-year term expiring at the 2024 Annual Meeting.

  4. Director Nominees

    | | MARCO ALVERÀ, 48 | | Independent Director Since: 2017 Board Committees: Finance (Chair) Executive Nominating and Corporate Governance Other Current Listed Company Directorships: None | Career Highlights Marco Alverà is Group Chief Executive Officer of Tree Energy Solutions, a green hydrogen company, since June 2022. Previously, he served as Chief Executive Officer of Snam S.p.A., Europe’s leading natural gas utility, from 2016 to 2022. Mr. Alverà also served as Chairman of the board of Snam Rete Gas until November 2017. Prior to joining Snam in 2016, Mr. Alverà held a number of senior management and operational leadership positions at Eni S.p.A., among them, Head of Eni’s commodities trading and shipping business, and Senior EVP of Upstream business. He has participated in the upstream, midstream and downstream aspects of the oil and gas industry. Prior to Eni S.p.A., Mr. Alverà served as Head of Group Strategy at Enel S.p.A., a multinational power company functioning in the gas and electricity sectors, particularly in Europe and Latin America. He also served as Chief Financial Officer of Wind Telecomunicazioni S.p.A. and co-founded Netesi, Italy’s first broadband ADSL company. Mr. Alverà started his career at Goldman Sachs. Other Professional Experience and Community Involvement Mr. Alverà sits on the board of the Cini Foundation in Venice. He is a co-founder of the Kenta Foundation and co-founder and CEO of Zhero, since 2022. Mr. Alverà wrote the books “Generation H” (Mondadori), “The Hydrogen Revolution” (Basics Book) and “Zhero” (Salani editori). He was a visiting fellow at Oxford University and is a frequent speaker and lecturer on business, sustainability, and the energy transition. | | | Skills and Qualifications We believe Mr. Alverà’s qualifications to sit on our Board of Directors include his commodities and financial services industry expertise, his global perspective gained through leadership positions in European companies doing business around the world, as well as his executive leadership, finance and strategic planning experience acquired throughout his career. |

  5. Director Nominees

    | | JACQUES ESCULIER, 64 | | Independent Director Since: 2022 Board Committees: Audit Finance Other Current Listed Company Directorships: Daimler Truck Holding AG | Career Highlights Mr. Esculier served as Chief Executive Officer and Director of WABCO Holdings Inc. from July 2007 until his retirement in May 2020 when the company was acquired. From May 2009 until his retirement, he also served as Chairman of the Board of WABCO Holdings. Prior to July 2007, Mr. Esculier served as Vice President of American Standard Companies Inc. and President of its Vehicle Control Systems business, a position he had held since January 2004. Prior to holding that position, Mr. Esculier served in the capacity of Business Leader for American Standard’s Trane Commercial Systems’ Europe, Middle East, Africa, India & Asia Region from 2002 through January 2004. Prior to joining American Standard in 2002, Mr. Esculier spent more than six years in leadership positions at AlliedSignal/Honeywell Aerospace. He was Vice President and General Manager of Environmental Control and Power Systems Enterprise based in Los Angeles and Vice President of Aftermarket Services- Asia Pacific based in Singapore. Mr. Esculier was a member of the board of directors of Pentair PLC from 2014 until May 2020. Other Professional Experience and Community Involvement Mr. Esculier was awarded the U.S. Army Commander’s Award for Civilian Service related to work on helicopters of NASA. Mr. Esculier holds a Master of Science in General Sciences from Ecole Polytechnique de Paris, a Master of Science in Aerospace from Institut Superieur de l’Aeronautique et de l’Espace and an MBA from INSEAD. | | | Skills and Qualifications We believe Mr. Esculier’s qualifications to sit on our Board of Directors include his deep knowledge of the transportation and commodities industries and his executive leadership, strategic planning, operations and innovation and technology experience and global perspective as CEO and director of a global public company. |

  6. Director Nominees

    | | GAY HUEY EVANS, 69 | | Independent Director Since: 2022 Board Committees: Audit Compensation and Leadership Development Other Current Listed Company Directorships: ConocoPhilips | Career Highlights Ms. Huey Evans serves on the boards of ConocoPhillips and HM Treasury. Ms. Huey Evans is the former Chairman of the London Metal Exchange and served on the board of Standard Chartered. She is a Senior Advisor to Chatham House, a Trustee of the Benjamin Franklin House and a member of the US Council on Foreign Relations. Ms. Huey Evans was also a Non-Executive Director of UK Infrastructure Bank through 2022. Ms. Huey Evans has worked within the finance and commodity industry for the past 30 years, as both an established market practitioner and regulator, giving her deep expertise across commerce, risk, governance, policy and regulation in capital markets. Ms. Huey Evans has previously served on the boards of Itau BBA, the Financial Reporting Council, Aviva and the London Stock Exchange, and held executive roles with Barclays Capital, Citi, the Financial Services Authority and Bankers Trust. Other Professional Experience and Community Involvement Awarded a CBE in 2021 for services to the economy and philanthropy, and an OBE in 2016 for services to the financial service industry and diversity, Ms. Evans is an advocate for ensuring markets build trust through accessibility and transparency and for increased diversity in business. Ms. Huey Evans holds a BA in Economics from Bucknell University. | | | Skills and Qualifications We believe Ms. Huey Evans’ qualifications to sit on our Board of Directors include her global capital and commodities markets, government and public policy, finance, strategy, operations and risk management expertise from her extensive experience in, and as a regulator of, international financial services. Ms. Huey Evans is a financial expert as defined in the rules of the SEC and NYSE. |

  7. Director Nominees

    | | WILLIAM D. GREEN, 70 | | Independent Director Since: 2011 Board Committees: Compensation and Leadership Development Executive Nominating and Corporate Governance (Chair) Other Current Listed Company Directorships: Dell Technologies, Inc. | Career Highlights Mr. Green is the former CEO and Chairman of Accenture, a global management consulting and technology services company. He served as Accenture’s Chief Executive Officer from September 2004 through December 2010 and assumed the additional role of Chairman from 2006-2013. He was a Director of Accenture from 2001 through January 2013. Prior to serving as Chief Executive Officer, he was Accenture’s Chief Operating Officer-Client Services with overall management responsibility for the company’s operating groups and in addition, he served as Group Chief Executive of the Communications and High Tech operating group from 1999 to 2003. He was also Group Chief Executive of the Resources operating group for two years. Earlier in his career, he led the Manufacturing industry group and was Managing Director for Accenture’s business in the United States. He joined Accenture in 1977 and became a partner in 1986. He served as a Director of EMC Corporation from July 2013 to August 2016 and as EMC’s independent Lead Director from February 2015 to August 2016. Other Professional Experience and Community Involvement In addition, Mr. Green serves on the boards of several other private companies and is on the National Board of Year Up. He is deeply involved in several organizations and business groups supporting education in the United States and around the world. He is also a frequent speaker at business, technology and academic forums worldwide. | | | Skills and Qualifications We believe Mr. Green’s qualifications to sit on our Board of Directors and Chair our Nominating and Corporate Governance Committee include his extensive executive leadership experience gained as the chief executive of a global professional services company providing a range of strategy, consulting, digital, technology and operations services and solutions and his deep understanding of the information technology industry, human capital management and corporate governance. |

  8. Director Nominees

    | | STEPHANIE C. HILL, 59 | | Independent Director Since: 2017 Board Committees: Compensation and Leadership Development Nominating and Corporate Governance Other Current Listed Company Directorships: None | Career Highlights Ms. Hill is President of Rotary and Mission Systems of Lockheed Martin. Since joining Lockheed Martin in 1987 as a software engineer, Ms. Hill has held positions of increasing responsibility including: Senior Vice President, Enterprise Business Transformation; Deputy Executive Vice President of RMS; Senior Vice President, Corporate Strategy and Business Development; Vice President & General Manager of Cyber, Ships & Advanced Technologies; Vice President & General Manager of Information Systems & Global Solutions Civil business; Vice President of Corporate Internal Audit; and Vice President & General Manager of the Electronic Systems Mission Systems & Sensors business. Other Professional Experience and Community Involvement Ms. Hill serves on the Board of Visitors for the University of Maryland, Baltimore County. Ms. Hill has been recognized for her career achievements and community outreach, especially in the advancement of STEM education. In 2018, Black Enterprise named Ms. Hill as one of the “most powerful executives in corporate America.” She was recognized as one of Computerworld’s 2015 Premier 100 IT Leaders and one of Maryland’s 19th Annual International Leadership Awardees by the World Trade Center Institute. In 2014, Ms. Hill was named the U.S. Black Engineer of the Year by Career Communications Group and included on EBONY Magazine’s Power 100 list, recognizing the achievements of African-Americans in a variety of fields. She previously served on the Board of Directors for Project Lead The Way, the nation’s leading provider of K-12 Science, Technology, Engineering and Mathematics (STEM) programs. Ms. Hill graduated with high honors from the University of Maryland, Baltimore County with a Bachelor of Science degree in Computer Science and Economics; the university also recognized her with an honorary doctorate in 2017. | | | Skills and Qualifications We believe Ms. Hill’s qualifications to sit on our Board of Directors include her exceptional technology expertise, her audit and risk management experience as well as her depth of operational experience gained managing sizable and sensitive government projects of critical importance. |

  9. Director Nominees

    | | REBECCA JACOBY, 62 | | Independent Director Since: 2014 Board Committees: Finance Nominating and Corporate Governance Other Current Listed Company Directorships: None | Career Highlights Ms. Jacoby was Senior Vice President, Operations of Cisco Systems, Inc., a worldwide leader in IT networking, until her retirement in January 2018. She was promoted to the role in July 2015 and was responsible for driving profitable growth and enabling operational excellence. She oversaw the supply chain, global business services, security and trust, and IT organizations. In her former role as Cisco’s CIO from 2006 to 2015, she made the Cisco IT organization a strategic business partner, producing significant business value for Cisco in the form of financial performance, customer satisfaction and loyalty, market share, and productivity. Since joining Cisco in 1995, she held a variety of leadership roles in operations, manufacturing and IT. Prior to joining Cisco, she held a range of planning and operations positions with other companies in Silicon Valley. Her extensive understanding of business operations, infrastructure and application deployments, as well as her knowledge of products, software and services helped her advance Cisco’s business through the use of Cisco technology. Since 2019, she serves on the Advisory Board of ParkourSC, a provider of IoT tracking solutions creating continuous visibility into the location, condition and context of material goods and assets. Ms. Jacoby formerly served on the Board of Apptio, Inc., which provides cloud-based technology business management solutions to enterprises, from 2018 until its acquisition by Vista Equity Partners in January of 2019, as well as the Board of Quantum Corporation, which provides technology and services to help customers capture, create and share digital content, from 2019 to 2023. Other Professional Experience and Community Involvement Ms. Jacoby spent six years on the board of the Second Harvest Food Bank of Santa Clara and San Mateo Counties and is a founding member of the Technology Business Management Council. Known for her strong track record of operational excellence, innovative problem solving and talent development, she was inducted into the CIO Hall of Fame by CIO magazine and was recognized by Forbes as a “Superstar CIO” in 2012. | | | Skills and Qualifications We believe Ms. Jacoby’s qualifications to sit on our Board of Directors include her technology expertise, including an understanding of infrastructure and application deployments, products, software and services, as well as her experience leading innovative teams and extensive operational experience. |

  10. Director Nominees

    | | ROBERT P. KELLY, 70 | | Independent Director Since: 2022 Board Committees: Compensation and Leadership Development (Chair) Executive Nominating and Corporate Governance Other Current Listed Company Directorships: None | Career Highlights Mr. Kelly was Chairman and CEO of The Bank of New York Mellon 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 served on the board of the Alberta Investment Management Corporation. Mr. Kelly was the chairperson of the Canada Mortgage and Housing Corporation from 2012 until March 2018 and the chairman of the board of directors of Santander Asset Management from 2012 until December 2017. Other Professional Experience and Community Involvement Mr. Kelly previously served as Chancellor of Saint Mary’s University in Canada, was a former member of the Financial Services Forum, Federal Advisory Council of the Federal Reserve Board, Financial Services Roundtable, Trilateral Commission, Institute of International Finance, 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, is a C.P.A and Fellow Chartered Accountant. Mr. Kelly has been awarded honorary doctorates from City University and Saint Mary’s University. | | | Skills and Qualifications We believe Mr. Kelly’s qualifications to sit on our Board of Directors include his extensive experience in leadership positions for large financial institutions and senior policymaking positions in the financial services industry which offers valuable insight and executive leadership, finance, strategic planning, operations and risk management experience. |

  11. Director Nominees

    | | IAN PAUL LIVINGSTON, 59 | | Independent Director Since: 2020 Board Committees: Audit Finance Other Current Listed Company Directorships: National Grid plc | Career Highlights Ian Livingston (Lord Livingston of Parkhead) was CEO of BT Group plc, the UK telecommunications provider, from 2008-2013, and Minister for Trade and Investment, responsible for UK trade and inward investment, from 2013-2015. He is also a Senior Independent Director and Chair of the Finance Committee of National Grid plc, one of the world’s largest publicly listed utilities, as well as a Non Executive Chair of the Business Growth Fund, a major investor in growth businesses in UK and Ireland. He was previously Chairman of Currys plc, one of Europe’s largest retailers of consumer electronics and the FTSE 250 fund manager, Man Group plc. He has also been CFO of BT Group plc and Dixons Group plc, at the time being the youngest CFO in the FTSE 100. Other non-executive experience includes Non-Executive Director and Chair of Audit Committee of the luxury hotels group, Belmond Ltd and Celtic plc. Other Professional Experience and Community Involvement Lord Livingston is also involved in a number of charities particularly in the fields of education, equality and social care. He is also a member of the House of Lords in the UK Parliament. | | | Skills and Qualifications We believe Lord Livingston’s qualifications to sit on our Board of Directors include his executive leadership experience in the technology industry, global perspective and international expertise and, together with his extensive financial and accounting expertise, operational experience managing complex organizations and government, public policy and regulatory experience. Lord Livingston is a financial expert as defined in the rules of the SEC and the NYSE. |

  12. Director Nominees

    | | MARIA R. MORRIS, 61 | | Independent Director Since: 2016 Board Committees: Audit (Chair) Executive Finance Other Current Listed Company Directorships: Allstate Wells Fargo & Company | Career Highlights Ms. Morris served on MetLife’s Executive Group for almost a decade (retired September 2017), holding numerous senior leadership positions throughout her 33-year career. From 2011 through her retirement, she was Executive Vice President, MetLife, Inc. and led the company’s Global Employee Benefits (GEB) business. In her role leading MetLife’s GEB business since 2012, she was responsible for expanding MetLife’s employee benefits business in more than 40 countries, broadening relationships and fueling growth across the globe via local solutions and partnerships with multinational corporations, as well as through distribution relationships with financial institutions. She also served as the interim Head of MetLife’s U.S. Business from January 2016 to June 2017, where she was responsible for approximately 60% of MetLife’s operating earnings, post separation of its retail business. She served as MetLife’s Interim Chief Marketing Officer in 2014, where she continued to strengthen MetLife’s brand across the globe. From 2008 to 2011, she led Global Technology and Operations, where she managed a $1.6 billion IT portfolio and a $2.5 billion procurement and real estate budget. She also oversaw the integration of MetLife’s $16.4 billion acquisition of American Life Insurance Company (Alico). Other Professional Experience and Community Involvement In addition to her executive roles, Ms. Morris serves on the Board of Allstate as well as the Board of Wells Fargo & Company where she chairs the Risk Committee. She is also a Board member of Resolution Life where she chairs the Compensation Committee. Maria is a Board Trustee and Development Committee Co-Chair of Catholic Charities of New York and a member of the Board of Directors of Helen Keller International, and served as the National Board Chair of All Stars Project, Inc., from 2008 to 2013. | | | Skills and Qualifications We believe Ms. Morris’s qualifications to sit on our Board of Directors and Chair our Audit Committee include her executive leadership experience in the financial services industry, her technology expertise, her broad risk management experience and global perspective gained by growing a multinational insurance company across more than 40 countries. Ms. Morris is a financial expert as defined in the rules of the SEC and the NYSE. |

  13. Director Nominees

    | | DOUGLAS L. PETERSON, 65 | | President and Chief Executive Officer Director Since: 2013 Board Committees: Executive Other Current Listed Company Directorships: None | Career Highlights Doug Peterson has served as President, Chief Executive Officer, and a member of the Board of Directors of S&P Global since 2013. He joined the company in 2011 as President of its credit ratings business. Through a mix of organic investments and strategic transactions, including the successful integration of IHS Markit in 2022, Mr. Peterson has repositioned S&P Global to realize its vision of “Powering Global Markets” with data, analytics, and benchmarks. His commitment to the company’s people, customers, and partners, and his focus on international expansion, cutting-edge technology, AI, innovation, and sustainability services are the cornerstones of the company’s strategy. Mr. Peterson is a leading voice on sustainability and energy transition. He serves on the Board of the UN Global Compact, and in 2021 he led a workstream of the G7’s Impact Taskforce to mobilize private capital through consistent global standards to measure, value, and account for sustainability. Other Professional Experience and Community Involvement Before joining S&P Global, Mr. Peterson was the Chief Operating Officer of Citibank, Citigroup’s principal banking entity. Over his 26 years at Citigroup, he served as CEO of Citigroup Japan, Chief Auditor, and in leadership roles in Latin America. Mr. Peterson chairs the U.S.-Japan Business Council and is a member of the Boards of Directors of the Japan Society and National Bureau of Economic Research. In addition, he serves on the Advisory Board of the Federal Deposit Insurance Corporation’s Systemic Resolution Advisory Committee and as a Trustee of Claremont McKenna College and the Paul Taylor Dance Company. Born and raised in New Mexico, Mr. Peterson received an MBA from the Wharton School at the University of Pennsylvania and an undergraduate degree from Claremont McKenna College. | | | Skills and Qualifications As the only member of the Company’s management team on the Board, Mr. Peterson’s presence on the Board provides Directors with direct access to the Company’s chief executive officer and helps facilitate Director contact with other members of the Company’s senior management. In addition, Mr. Peterson brings extensive international expertise having led businesses in the financial services industry. |

  14. Director Nominees

    | | RICHARD E. THORNBURGH, 71 | | Independent Director Since: 2011 Board Committees: Executive (Chair) Compensation and Leadership Development Nominating and Corporate Governance Other Current Listed Company Directorships: Repay Holdings Corporation | Career Highlights Mr. Thornburgh has been the Company’s Non-Executive Chairman since October 2020. He was previously the Non-Executive Director and Chairman of Credit Suisse Holdings (USA), Inc. He is also the former Vice Chairman of the Board of Credit Suisse Group A.G. and chaired its Risk Committee. He held key positions throughout his career with Credit Suisse First Boston (CSFB), the investment banking arm of Credit Suisse Group A.G., including Executive Vice Chairman of CSFB from 2004 through 2005. He has also held key positions with Credit Suisse Group A.G., including Chief Financial Officer, Chief Risk Officer and member of the Executive Board of Credit Suisse Group A.G. His service on the Credit Suisse boards ended at the end of fiscal year 2017. Mr. Thornburgh is a Director of Repay Holdings Corporation, and serves on its Nominating and Compensation Committees. Mr. Thornburgh served on the Board of Capstar Financial Holdings, Inc. from 2008 through 2019. He was the Lead Director of NewStar Financial, Inc. until its sale in December 2017. He serves as the Chairman of the Board of Jackson Hewitt, a privately held company. He was previously Vice Chairman of Corsair Capital LLC, a private equity firm focused on investing in the global financial services industry, and continues to serve as a member of Corsair’s Private Equity Funds’ Investment Committee. He was previously a Director of Reynolds American Inc., National City Corporation and Dollar General Corporation. Other Professional Experience and Community Involvement Mr. Thornburgh served on the executive committee for six years and as Chairman of the Securities Industry Association in 2004. In addition, he serves on the Investment Committee as well as the advisory cabinet of the Dean of the University of Cincinnati’s Lindner School of Business. | | | Skills and Qualifications We believe Mr. Thornburgh’s qualifications to sit on and Chair our Board of Directors include his financial expertise, his extensive experience in the global financial services industry, his familiarity with strategic transactions acquired through executive-level positions in investment banking and private equity and his broad corporate governance experience from prior board service. |

  15. Director Nominees

    | | GREGORY WASHINGTON, 58 | | Independent Director Since: 2021 Board Committees: Audit Compensation and Leadership Development Other Current Listed Company Directorships: None | Career Highlights Dr. Washington is the President of George Mason University, Virginia’s largest and most diverse public research university. He is the former dean of the Henry Samueli School of Engineering at the University of California, Irving (UCI) and former interim dean of the College of Engineering at Ohio State University. Dr. Washington launched his academic career in 1995 as an assistant professor in the Department of Mechanical and Aerospace Engineering in the College of Engineering at Ohio State University. He became an associate professor in 2000 and a professor in 2004. He began serving as the college’s associate dean for research in 2005 and also led the university’s Institute for Energy and the Environment. From 2008 to 2011, Dr. Washington served as interim dean of the Ohio State engineering school, one of the largest in the country. Dr. Washington has conducted research for NSF, NASA, General Motors, the Air Force Research Laboratory, and the U.S. Army Research Office, among others. He has served as a member of the U.S. Air Force Scientific Advisory Board, NSF Engineering Advisory Committee, Institute for Defense Analyses, the Octane Board of Directors and other boards. Dr. Washington also is past chair of the Engineering Deans Council of the American Society for Engineering Education and a Fellow of the American Society of Mechanical Engineers. He previously served on the board of directors for Algaeventure Systems Inc. and EWI Inc. Other Professional Experience and Community Involvement Dr. Washington sits on the Board of WGL, one of the oldest utilities in the country. Dr. Washington also sits on the Board of Trustees of Internet2, a nonprofit organization that provides cloud solutions and research support services for higher education, research institutions, government, and cultural organizations. Dr. Washington earned his bachelor’s and master’s degrees and his PhD, all in mechanical engineering, at North Carolina State University. | | | Skills and Qualifications We believe Mr. Washington’s qualifications to sit on our Board of Directors include his leadership, operations, government and public policy experience and human capital management and social insight into the next generation of talent acquired managing large and complex educational institutions, which provides the Board with a diverse approach to management, as well as his in-depth knowledge in a number of key technology areas acquired through his engineering experience. |

  16. EXECUTIVE COMPENSATION MATTERS COMPENSATION DISCUSSION AND ANALYSIS

    | | I. EXECUTIVE SUMMARY AND 2023 FINANCIAL PERFORMANCE | | | | 2023 Named Executive Officers | 51 | | | Compensation Philosophy | 51 | | | Financial Performance Highlights | 52 | | | Pay-for-Performance Overview | 56 | | | Say-on-Pay | 56 | | | History of Executive Compensation Program Changes | 57 | | | Decisions for 2023 and 2024 | 57 | | | Overview of Key Best Practices | 58 | | | II. COMPENSATION FRAMEWORK | | | | Compensation Objectives | 59 | | | Pay Mix | 59 | | | Overview of Pay Elements | 60 | | | III. ASSESSING PERFORMANCE AND DETERMINING COMPENSATION | | | | Roles and Responsibilities | 61 | | | Setting Compensation | 62 | | | IV. CEO AND NEO COMPENSATION | | | | 2023 Financial Performance and NEO Compensation Decisions | 65 | | | CEO Pay Decisions | 66 | | | Other NEO Pay Decisions | 67 | | | Base Salaries | 71 | | | Short-Term Annual Incentive Plan | 71 | | | Long-Term Incentive Plan | 78 | | | Benefits and Perquisites | 82 | | | V. RISK MANAGEMENT AND GOVERNANCE FEATURES | | | | Severance Benefits (Regular and Change-in-Control) | 84 | | | Stock Ownership Guidelines | 85 | | | Risk and Control | 85 | | | Pay Recovery (Clawback) Policies | 86 | | | Insider Trading Policy and Prohibition on Hedging and Pledging | 86 | | | Employment Agreements | 87 | | | Tax and Accounting Considerations | 87 | | | Compensation Committee Report | 87 |

  17. Total Shareholder Return

    Total Shareholder Return In 2023, our total shareholder return was approximately 33%, which exceeded the 26% increase in the return of the overall market and the 31% return of our Form 10-K peer group. As indicated in the performance graph to the right, our cumulative total shareholder return over the previous five years is 33% higher than our Form 10-K peer group and 31% higher than the performance indicator of the overall market (i.e., S&P 500), which reflects our commitment to long-term focus and value creation, not short-term results. Returns assume $100 invested on December 31, 2018 and total return includes reinvestment of dividends through December 31, 2023. Reflects the peer group used in the Company’s Form 10-K filed with the SEC on February 9, 2024, consisting of: Moody’s Corporation, CME Group Inc., MSCI Inc., FactSet Research Systems Inc., Verisk Analytics, Inc., and Intercontinental Exchange, Inc.

  18. 2023 STIC Funding and 2021-2023 Long-Term Incentive Payouts

    2023 STIC Funding and 2021-2023 Long-Term Incentive Payouts The Company had strong operational and financial performance in 2023 and made progress toward achieving the medium-term goals set during Investor Day. The Company delivered strong performance, achieving revenue growth across all divisions, and surpassed our target for cost synergies. However, the impact of prior year Ratings revenue decline and macroeconomic challenges in the performance period of the Long-Term PSU Award resulted in the 2021 Long-Term PSU Award earning below target. As a result, enterprise level STIC funded at 111% of target for 2023 (see Page 74) and the 2021 Long-Term PSU Award for the 2021-2023 performance cycle earned below target at 64% (see page 80).

  19. Decisions for 2023 and 2024

    Decisions for 2023 and 2024 As part of the Compensation Committee’s ongoing review and refinement of the executive compensation program to ensure that the program remains competitive, supports strategic objectives and rewards performance, the Committee approved the following changes for 2023 and 2024: • Long-Term Incentive Plan (Performance Share Unit Metrics): Effective for fiscal year 2024, the Compensation Committee determined to change the non-GAAP ICP Adjusted EPS metric for our Performance Share Units (PSUs) from a three-year Compound Annual Growth Rate (CAGR) target, measuring EPS in the final performance year, to a cumulative growth target, measuring EPS growth for each year of the three-year performance cycle additively. Following extensive review and input from the Committee’s independent compensation consultant, the Committee approved this change to better reward sustained long-term performance and reduce pressure on performance in a single-year. • Pay Recovery Policy: In connection with the Compensation Committee’s review and adoption of a new Dodd-Frank mandated pay recovery policy for financial restatements, it also amended the separate, pre-existing S&P Global Pay Recovery Policy to increase Committee flexibility to recover pay in other non-financial circumstances involving misconduct, including fraud, termination for cause and breach of restrictive covenants.

  20. Overview of Key Best Practices: What We Do and Don’t Do

    | What We Do in Alignment with Shareholder Interests and Sound Governance | | | | | COMPENSATION PRACTICE | | COMPANY POLICY | MORE DETAIL | | ✔ | Pay-for- Performance & Shareholder Alignment | Approximately 93% of CEO and 85% of our other NEOs’ total target annual compensation opportunity is variable, incentive-based pay contingent on meeting challenging, top-line and bottom-line short-term and long-term performance objectives. We also include caps on individual payouts under our short- and long-term incentive plans at 200% of target. Long-term incentive compensation opportunities for NEOs are equity-based and tied to business plan performance metrics. | Pgs. 59-60 | | ✔ | Robust Stock Ownership Guidelines | We have meaningful stock ownership guidelines for our Directors and executive officers. The executive guidelines require 100% retention until the guidelines are met. | Pg. 85 | | ✔ | Annual Shareholder Say-on-Pay | We value our shareholders’ input and seek an annual non-binding advisory vote from shareholders on our executive compensation program for our named executive officers. | Pg. 56 | | ✔ | Shareholder Outreach and Input | Our outreach program gives institutional shareholders the opportunity to provide ongoing input on our programs and policies. We carefully review say-on-pay results and all shareholder feedback when structuring executive compensation. | Pgs. 11-13 | | ✔ | Pay Recovery (Clawback) Policies | Our pay recovery policies give us the right to cancel and recoup cash incentive and long-term incentive award payments received by covered active and former employees under various circumstances, including misconduct and financial restatements. | Pg. 86 | | ✔ | Anti-Hedging and Anti-Pledging Policy | Our anti-hedging and anti-pledging policy prohibits Directors, officers and other designated employees from engaging in hedging and pledging transactions related to Company stock. | Pgs. 86-87 |

  21. External Market Analysis

    External Market Analysis The Compensation Committee considers external market data to maintain appropriate and competitive levels of executive officer compensation that supports our strategic vision by positioning us to attract, retain and engage high performing executive talent. For purposes of setting compensation targets for 2023, the Compensation Committee measured our compensation opportunities for executive officers against the following benchmarking sources: • Proxy Peer Group: The Committee, with the assistance of Pay Governance, annually reviews our Proxy Peer Group’s NEO compensation data and realizable pay in order to perform a competitive analysis of our compensation program. • Survey Peer Groups: The Committee also considers information from the McLagan Financial Services Survey and other relevant survey data, including survey data for companies in our Proxy Peer Group that participated in the Willis Towers Watson Executive Compensation Survey.

  22. Annual Proxy Peer Group Review

    Annual Proxy Peer Group Review The Compensation Committee, with the assistance of Pay Governance, reviews the composition of our Proxy Peer Group annually to ensure the Proxy Peer Group remains appropriate to use in a competitive analysis of executive compensation. Since we have few direct competitors for the specific scope of our business activities, the companies represented in our Proxy Peer Group vary in terms of firm size and business model. In reviewing and identifying the Proxy Peer Group, the Compensation Committee considers a number of factors intended, on the whole, to appropriately capture the scale and scope of our evolving business operations and the market dynamics in which we compete for executive talent, while also adjusting as necessary for changes in peer group operations and comparability to the Company.

  23. 2023 and 2024 Proxy Peer Group Companies

    2023 and 2024 Proxy Peer Group Companies Based on this review, with the assistance of Pay Governance, the Compensation Committee identified the companies listed below, which reflected no change from the 2022 Proxy Peer Group, to serve as market reference points for compensation planning and for purposes of setting the 2023 and 2024 compensation targets for our NEOs. In terms of size, as shown in the table below, at the end of 2023, the Company’s annual revenue was between the 25th percentile and the median percentile and the Company’s market capitalization was above the 75th percentile of the 2023 Proxy Peer Group.

  24. 2023 and 2024 Proxy Peer Group Companies

    | 2023 Proxy Peer Group | Revenue ($ billions) | Market Cap. ($ billions) | | 25th Percentile | $7.69 | $70.16 | | Median | $18.22 | $83.99 | | 75th percentile | $23.30 | $121.94 | | S&P Global | $12.50 | $138.38 |

  25. 2023 and 2024 Proxy Peer Group Companies

    * Numbers reflect fiscal year end data for the 2023 Proxy Peer Group.

  26. Use of Market Data

    Use of Market Data Our Compensation Committee independently evaluates the performance of the CEO and utilizes compensation data for our Proxy Peer Group and the broader financial services industry to establish the CEO’s total annual target compensation, so that his base salary, target annual incentive opportunity and target long-term incentive awards are competitive with the market. The Compensation Committee refers its recommendations to the independent Directors of the Board for review and ratification. For more information on CEO historical and current target total direct compensation, see page 56 of this Proxy Statement. For our NEOs other than the CEO, we review the range of market compensation between the 25th and 75th percentiles for our Proxy Peer Group as well as compensation survey data to develop an understanding of market pay levels for each position. Any individual element of compensation of an NEO’s total direct compensation may be positioned above or below the market median based on considerations such as the scope of the NEO’s role, responsibilities, experience and performance, as well as the lack of availability of comparable market data for the NEO’s position. We annually review compensation market data for the financial services industry in setting base salaries and short-term and long-term incentive opportunities for all our NEOs. However, we do not limit or increase individual incentive payments based solely on these market reference points. Some additional factors considered by the Compensation Committee in setting executive compensation are described further below.

  27. NEO Compensation Decisions in 2023

    | Executive | Annualized 2023 Base Salary | Actual 2023 Annual Incentive Payment | Actual 2023 Annual Long-Term Incentive Awards at Target | | | Total 2023 Annual Compensation | | | | | RSUs | PSUs | Long-Term Cash | | | D. Peterson | $1,350,000 | $3,829,500 | $4,140,000 | $9,660,000 | $— | $18,979,500 | | E. Steenbergen | $825,000 | $1,665,000 | $1,050,000 | $2,450,000 | $— | $5,990,000 | | M. Cheung | $750,000 | $1,710,000 | $975,000 | $2,275,000 | $— | $5,710,000 | | A. Kansler | $750,000 | $1,560,000 | $975,000 | $2,275,000 | $— | $5,560,000 | | D. Draper | $650,000 | $1,110,000 | $240,000 | $560,000 | $1,200,000 | $3,760,000 |

  28. 2023 Actual Annual Incentive Payout

    2023 Actual Annual Incentive Payout Mr. Peterson received a payout of $3,829,500, representing 111% of his target award. The Compensation Committee’s decision was based on Mr. Peterson’s 2023 performance, the Company’s business results and progress toward our strategic initiatives.

  29. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards For details on Mr. Peterson’s 2023 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and our 2023 Grants of Plan-Based Awards Table.

  30. 2023 Actual Annual Incentive Payout

    2023 Actual Annual Incentive Payout Mr. Steenbergen received a payout of $1,665,000, representing 111% of his target award. The Compensation Committee’s decision was based on Mr. Steenbergen’s performance against 2023 business and individual strategic goals.

  31. Long-Term Incentive Awards

    Long-Term Incentive Awards For details on Mr. Steenbergen’s 2023 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and 2023 Grants of Plan-Based Awards Table.

  32. 2023 Actual Annual Incentive Payout

    2023 Actual Annual Incentive Payout Ms. Cheung received a payout of $1,710,000, representing 114% of her target award. The Compensation Committee’s decision was based on Ms. Cheung’s performance against 2023 business and individual strategic goals.

  33. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards For details on Ms. Cheung’s 2023 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and our 2023 Grants of Plan-Based Awards Table.

  34. 2023 Actual Annual Incentive Payout

    2023 Actual Annual Incentive Payout Mr. Kansler received a payout of $1,560,000, representing 104% of his target award. The Compensation Committee’s decision was based on Mr. Kansler’s performance against 2023 business and individual strategic goals.

  35. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards For details on Mr. Kansler’s 2023 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and our 2023 Grants of Plan-Based Awards Table.

  36. 2023 Actual Annual Incentive Payout

    2023 Actual Annual Incentive Payout Mr. Draper received a payout of $1,110,000, representing 111% of his target award. The Compensation Committee’s decision was based on Mr. Draper’s performance against 2023 business and individual strategic goals.

  37. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards For details on Mr. Draper’s 2023 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and our 2023 Grants of Plan-Based Awards Table.

  38. 2024 Base Salary Determination

    2024 Base Salary Determination Our Compensation Committee independently evaluates the performance of the CEO and establishes the CEO’s base salary so that, together with his target annual incentive opportunity and long-term incentive awards, his total annual target compensation is competitive against our Proxy Peer Group and market data for the financial services industry. As discussed beginning on page 62, the base salaries for the other NEOs reflect findings from our Proxy Peer Group and annual market surveys as well as considerations of their individual contributions, performance, time in role, scope of responsibility, leadership skills and experience. For 2024, the Compensation Committee, using benchmarking analysis and input from Pay Governance, along with feedback from the CEO (in the case of NEOs who are direct reports to the CEO), determined not to increase the base salaries of Mr. Peterson or any of the other NEOs, which were last increased in 2022 in connection with the completion of the merger with IHS Markit to reflect the executives’ expanded roles in the combined Company.

  39. Short-Term Annual Incentive Plan

    Short-Term Annual Incentive Plan

  40. Snapshot: Short-Term Annual Incentive Cash Compensation

    Snapshot: Short-Term Annual Incentive Cash Compensation

  41. Snapshot: Short-Term Annual Incentive Cash Compensation

    | Executive | 2023 | | | 2024 | | | Target Incentive Award | Actual Incentive Award | % of Target Paid | Target Incentive Award | | D. Peterson | $3,450,000 | $3,829,500 | 111% | $3,450,000 | | E. Steenbergen | $1,500,000 | $1,665,000 | 111% | $— | | M. Cheung | $1,500,000 | $1,710,000 | 114% | $1,500,000 | | A. Kansler | $1,500,000 | $1,560,000 | 104% | $1,500,000 | | D. Draper | $1,000,000 | $1,110,000 | 111% | $1,000,000 |

  42. 2023 Short-Term Annual Incentive Funding and Payout Determination Formula

    2023 Short-Term Annual Incentive Funding and Payout Determination Formula

  43. 2023 Short-Term Annual Incentive Plan Design Under the STIC

    2023 Short-Term Annual Incentive Plan Design Under the STIC For all NEOs, individual incentive amounts are determined based on the executive’s target incentive award opportunity, which is then adjusted by a factor based upon the achievement of enterprise-level and, as appropriate for our division leaders, division-level goals (70%), and achievement of individual strategic goals (30%). • Target Incentive Opportunity: The incentive target opportunity for each NEO is in part determined based on market data as well as individual performance and experience. For a more detailed description of how we set compensation targets, see pages 62 through 64 of this Proxy Statement. • Financial Performance Goals (70% of STIC funding): The enterprise-level performance component for 2023 was 70% tied to non-GAAP ICP Adjusted Revenue and non-GAAP ICP Adjusted EBITA Margin (weighted 35% each), which included adjustments for the impact of changing foreign exchange rates, unspent strategic investment funds, acquisitions and divestitures, and revenue recognition adjustments. The applicable division-level performance goals for our NEO division leaders, Ms. Cheung and Messrs. Draper and Kansler, were similarly tied to division-specific non-GAAP ICP Adjusted Revenue and non-GAAP ICP Adjusted EBITA Margin (collectively weighted 35%), as well as enterprise-level financials (collectively weighted 35%), with the applicable adjustments for each division described in further detail on pages 74 through 77 below. The Compensation Committee believes that these metrics reward performance to achieve short-term business objectives that draw focus to productivity measures, create greater efficiencies and strengthen the importance of growth and scale to the Company, which ultimately drives increased shareholder value. • Business-Building Scorecard Goals (30% of STIC funding): In addition to financial performance goals, 30% of the STIC funding is tied to business-building scorecard goals in the five categories of Growth & Innovation, Customer at the Core, Data & Technology, Lead & Inspire, and Execute & Deliver, weighted 6% each. Performance against these business-building scorecard goals is measured through qualitative and quantitative Key Performance Indicators (KPIs), which are tracked and reviewed by the CEO quarterly and presented to the Compensation Committee at least twice per year. The Compensation Committee believes that these metrics help effectively balance incentives for annual financial performance with rewards to promote long-term focus on, and achievement of, key strategic objectives, including environmental, social and governance related (ESG) goals and diversity, equity and inclusion (DEI) initiatives, both of which are featured in the KPIs used to measure achievement of business-building scorecard goals. Individual Performance Goals: The individual component is allocated based on an assessment of each participant’s achievement against strategic or developmental goals established at the beginning of the fiscal year. • Maximum Award Payout: The maximum incentive award opportunity is capped at 200% of each participant’s target award. Following the performance period, the overall incentive award pool is funded based on the achievement of Company and division performance goals. The final payout amount is allocated to individual participants and adjusted upwards or downwards based on individual achievement in accordance with the methodology described above.

  44. 2023 Short-Term Annual Incentive Goals, Funding and Payouts

    2023 Short-Term Annual Incentive Goals, Funding and Payouts

  45. Business Performance Goals

    Business Performance Goals The 2023 short-term annual incentive payouts for all of the NEOs are based 70% on business performance and 30% on individual performance. For Messrs. Peterson and Steenbergen, the business performance component is measured on an enterprise balanced scorecard of 70% financial and 30% business-building goals, with 35% of the financial goals based on Company non-GAAP ICP Adjusted EBITA Margin and the remaining 35% based on Company non-GAAP ICP Adjusted Revenue. The 30% weighting of the business-building goals is divided into 6% each for the five categories of Growth & Innovation, Customer at the Core, Data & Technology, Lead & Inspire, and Execute & Deliver. Achievement in each category is measured with specific Key Performance Indicators (KPIs) and respectively scored on a scale from one to five (funded at 50% to 150% of target). As division presidents, the business performance component of the annual incentive awards for Ms. Cheung and Messrs. Kansler and Draper was measured 35% on the above-mentioned enterprise financial goals (weighted equally at 17.5% each), 35% on a mix of division-specific non-GAAP ICP Adjusted EBITA Margin and non-GAAP ICP Adjusted Revenue (also weighted equally at 17.5% each), and 30% on enterprise-specific (weighted 15%) and division-specific (weighted 15%) business-building goals in the five scorecard categories described above.

  46. Performance Review and Adjustment Process

    Performance Review and Adjustment Process The Compensation Committee reviewed 2023 reported Revenue and EBITA Margin for the Company, under the enterprise scorecard for Messrs. Peterson and Steenbergen, and for the divisions, under the division scorecards for Ms. Cheung and Messrs. Kansler and Draper. Based on this review, the Committee approved the adjustments described on pages 74 to 77 below to determine non-GAAP financial performance results for incentive compensation purposes. The Compensation Committee uses non-GAAP ICP Adjusted Revenue and non-GAAP ICP Adjusted EBITA Margin to evaluate the financial results achieved by the NEOs independent of items considered isolated, non-recurring, or unusual because it believes that such metrics better measure the Company’s normal revenue, operating expenses, and operating results for compensation purposes. For a reconciliation of the adjustments to comparable financial measures calculated in accordance with U.S. GAAP, please see Appendix A. The non-GAAP financial information included on Appendix A has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our NEOs.

  47. 2023 Corporate Short-Term Annual Incentive Targets, Funding and Adjustments (All NEOs)

    2023 Corporate Short-Term Annual Incentive Targets, Funding and Adjustments (All NEOs) For the portion of incentive funding based on enterprise financial goals, the Compensation Committee reviewed and approved the Company non-GAAP ICP Adjusted EBITA Margin of 45.9% and Company non-GAAP ICP Adjusted Revenue of $12,533 million, representing an increase of 5.8% over 2022, after adjusting for the impact of changing foreign exchange rates, unspent investment funds, acquisitions and divestitures, and gross to net adjustments. Based on these blended results, the 2023 achievement and funding for the Company’s enterprise-level financial goals was 105%. For a reconciliation of the adjustments to comparable financial measures calculated in accordance with U.S. GAAP, please see Appendix A on page 137. The non-GAAP financial information included on Appendix A has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our NEOs. For the remaining 30% of incentive funding based on the achievement of enterprise-level business-building goals in the five categories of Growth & Innovation, Customer at the Core, Data & Technology, Lead & Inspire, and Execute & Deliver (each category accounting for 6% of funding), the Compensation Committee reviewed performance for each category of the Company business-building goals based on consideration of various quantitative and qualitative key performance indicators (KPIs), such as net promoter scores, revenue from new products/markets, risk management indicators and culture and diversity metrics, scored on a scale of one to five. Based on the Compensation Committee’s review of the KPI results for performance against Company business-building goals in each category, the Committee determined that the 2023 achievement and funding for the Company business-building goals was the following:

  48. 2023 Corporate Short-Term Annual Incentive Targets, Funding and Adjustments (All NEOs)

    | Enterprise Scorecard Category | Funding | | Growth & Innovation | 100% | | Customer at the Core | 150% | | Data & Technology | 150% | | Lead & Inspire | 100% | | Execute & Deliver | 125% |

  49. 2023 Corporate Short-Term Annual Incentive Targets, Funding and Adjustments (All NEOs)

    Overall, the 2023 payout under the STIC for Messrs. Peterson and Steenbergen was 111% of their respective 2023 target amounts.

  50. 2023 S&P Global Ratings Short-Term Annual Incentive Targets, Funding and Adjustments (Ms. Cheung)

    2023 S&P Global Ratings Short-Term Annual Incentive Targets, Funding and Adjustments (Ms. Cheung) For the 35% portion of incentive funding based on division-level financial goals for S&P Global Ratings, the Compensation Committee reviewed and approved the Division non-GAAP ICP Adjusted Revenue of $3,331 million, representing an increase of 9.2%, and Division non-GAAP ICP Adjusted EBITA Margin of 56.9%, after adjusting for the impact of changing foreign exchange rates, unspent investment funds, and short-term incentive overperformance. Based on these blended results, the 2023 achievement and funding for the S&P Global Ratings division-level financial goals was 115%. Appendix A on page 137 provides a reconciliation from GAAP results to non-GAAP ICP Adjusted EBITA Margin and ICP Adjusted Revenue. The non-GAAP financial information included on Appendix A has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our NEOs. Based on the Compensation Committee’s review of the KPI results for performance against S&P Global Ratings business-building goals in each of the five categories of Growth & Innovation, Customer at the Core, Data & Technology, Lead & Inspire, and Execute & Deliver, the Committee determined that the 2023 achievement and funding for division and enterprise business-building goals was the following:

  51. 2023 S&P Global Ratings Short-Term Annual Incentive Targets, Funding and Adjustments (Ms. Cheung)

    | Ratings Scorecard Category | Funding | | Growth & Innovation | 75% | | Customer at the Core | 125% | | Data & Technology | 150% | | Lead & Inspire | 125% | | Execute & Deliver | 150% |

  52. 2023 S&P Global Ratings Short-Term Annual Incentive Targets, Funding and Adjustments (Ms. Cheung)

    Overall, the 2023 payout under the STIC for Ms. Cheung was 114% of the 2023 target amount.

  53. 2023 S&P Global Market Intelligence Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Kansler)

    2023 S&P Global Market Intelligence Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Kansler) For the 35% portion of incentive funding based on division-level financial goals for S&P Global Market Intelligence, the Compensation Committee reviewed and approved the Division non-GAAP ICP Adjusted Revenue of $4,370 million, representing an increase of 6.8%, and Division non-GAAP ICP Adjusted EBITA Margin of 33.5%, after adjusting for reallocation of costs and reclassification of assets between divisions, the impact of changing foreign exchange rates, acquisitions, unspent investment funds, and short-term incentive overperformance. Based on these blended results, the 2023 achievement and funding for the S&P Global Market Intelligence division-level financial goals was 88%. Appendix A on page 137 provides a reconciliation from GAAP results to non-GAAP ICP Adjusted EBITA Margin and ICP Adjusted Revenue. The non-GAAP financial information included on Appendix A has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our NEOs. Based on the Compensation Committee’s review of the KPI results for performance against S&P Global Market Intelligence business-building goals in each of the five categories of Growth & Innovation, Customer at the Core, Data & Technology, Lead & Inspire, and Execute & Deliver, the Committee determined that the 2023 achievement and funding for the division-level business-building goals was the following:

  54. 2023 S&P Global Market Intelligence Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Kansler)

    | Market Intelligence Scorecard Category | Funding | | Growth & Innovation | 75% | | Customer at the Core | 125% | | Data & Technology | 150% | | Lead & Inspire | 150% | | Execute & Deliver | 100% |

  55. 2023 S&P Global Market Intelligence Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Kansler)

    Overall, the 2023 payout under the STIC for Mr. Kansler was 104% of the 2023 target amount.

  56. 2023 S&P Global Dow Jones Indices Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Draper)

    2023 S&P Global Dow Jones Indices Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Draper) For the 35% portion of incentive funding based on division-level financial goals for S&P Dow Jones Indices, the Compensation Committee reviewed and approved the Division non-GAAP ICP Adjusted Revenue of $1,403 million, representing an increase of 3.5%, and Division non-GAAP ICP Adjusted EBITA Margin of 68.7%, after adjusting for the impact of changing foreign exchange rates, unspent investment funds, and short-term incentive overperformance. Based on these blended results, the 2023 achievement and funding for the S&P Dow Jones Indices division-level financial goals was 134%. Appendix A on page 137 provides a reconciliation from GAAP results to non-GAAP ICP Adjusted EBITA Margin and ICP Adjusted Revenue. The non-GAAP financial information included on Appendix A has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our NEOs. Based on the Compensation Committee’s review of the KPI results for performance against S&P Dow Jones Indices business-building goals in each of the five categories of Growth & Innovation, Customer at the Core, Data & Technology, Lead & Inspire, and Execute & Deliver, the Committee determined that the 2023 achievement and funding for the division-level business-building goals was the following:

  57. 2023 S&P Global Dow Jones Indices Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Draper)

    | S&P Dow Jones Indices Scorecard Category | Funding | | Growth & Innovation | 75% | | Customer at the Core | 150% | | Data & Technology | 150% | | Lead & Inspire | 100% | | Execute & Deliver | 150% |

  58. 2023 S&P Global Dow Jones Indices Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Draper)

    Overall, the 2023 payout under the STIC for Mr. Draper was 111% of the 2023 target amount.

  59. Individual Strategic Goals

    Individual Strategic Goals As discussed in detail above, 70% of the individual short-term annual incentive award was determined based on Company financial results (or a blend of the Company funding and division results for division presidents) and achievement of business-building metrics. For all NEOs, including the CEO, the remaining 30% was allocated based on the achievement of individual strategic or developmental goals (our NEOs’ key achievements for 2023 are described on pages 66 through 70 of this Proxy Statement). The total annual incentive award opportunity for each participant was capped at 200% of their target annual incentive award.

  60. 2024 Short-Term Annual Incentive Plan Design and Target Awards

    2024 Short-Term Annual Incentive Plan Design and Target Awards

  61. 2024 Target Award Determination

    2024 Target Award Determination Our Compensation Committee independently evaluates the performance of the CEO and establishes the CEO’s 2024 target annual incentive award so that, together with his base salary and long-term incentive award, his total target annual compensation is market competitive and motivates and rewards him for performance against Company and individual goals. As discussed beginning on page 62, the target annual incentive award amounts for the other NEOs reflect findings from our Proxy Peer Group and annual market surveys as well as considerations of their individual contributions and the strategic importance of their respective roles to the Company. For fiscal year 2024, the Compensation Committee, using benchmarking analysis and input from Pay Governance, along with feedback from the CEO (in the case of NEOs who are direct reports to the CEO), determined not to make any increases to the target annual incentive award amounts for Mr. Peterson or any of the other NEOs. The Compensation Committee determined that maintaining the current level of short-term annual incentives continued to provide market competitive compensation and effectively promote focus on short-term and long-term Company performance and stockholder interests. For a list of the 2024 NEO target annual incentive award amounts under the 2024 STIC, see the chart above on page 71 of this Proxy Statement.

  62. Long-Term Incentive Plan

    Long-Term Incentive Plan

  63. Snapshot: Long-Term Incentive Target Opportunities

    Snapshot: Long-Term Incentive Target Opportunities

  64. Snapshot: Long-Term Incentive Target Opportunities

    | Executive | 2023 Long-Term Incentive Target | 2024 Long-Term Incentive Target | | D. Peterson | $13,800,000 | $16,800,000 | | E. Steenbergen | $3,500,000 | $— | | M. Cheung | $3,250,000 | $3,750,000 | | A. Kansler | $3,250,000 | $3,750,000 | | D. Draper | $2,000,000 | $2,000,000 |

  65. 2023 Long-Term Incentive Plan Award Structures

    2023 Long-Term Incentive Plan Award Structures

  66. 2023 Long-Term Incentive Plan Award Design

    2023 Long-Term Incentive Plan Award Design To ensure that the Long-Term Incentive Plan supports the main objectives of our executive compensation program and the Company’s business strategy, we periodically review our Plan and the structure of our long-term incentive awards granted pursuant to the Plan to make adjustments as our business needs change. • The long-term incentive award is delivered as a mix of 70% performance share units (PSUs) and 30% restricted stock units (RSUs) for the Company’s NEOs, except for Mr. Draper (described below). • Both PSUs and RSUs have three-year cycles but the RSUs are solely time-based and are not tied to performance goals. The 2023 PSU awards are measured based on non-GAAP ICP Adjusted EPS growth over a three-year performance cycle to evaluate the results achieved by the Company independent of items considered isolated, non-recurring, or unusual because we believe that such metric better measures the Company’s normal revenue, operating expenses, and operating results for compensation purposes. Non-GAAP ICP Adjusted EPS provides a good measure of return to shareholders because it considers capital allocation decisions as well as the importance of continued discipline in operating performance. Appendix A on page 137 provides a reconciliation from GAAP results to non-GAAP ICP Adjusted EPS growth. • RSUs vest ratably over three years to provide a more effective recruitment tool, balanced by the three-year cliff vesting schedule for PSU awards. • As the Chief Executive Officer of S&P Dow Jones Indices, Mr. Draper’s target annual long-term incentive award differs from that of the other NEOs. S&P Dow Jones Indices is a joint venture between S&P Global and CME Group. In order to align Mr. Draper’s interests more closely with the financial performance of the joint venture, 60% of his annual long-term incentive award consists of performance-based long-term cash measured based on the non-GAAP ICP Adjusted EBITA growth of the joint venture over a three-year performance cycle. The remaining 40% of his annual long-term incentive award is comprised of 70% S&P Global PSUs and 30% S&P Global RSUs. The PSUs are measured based on the same S&P Global non-GAAP ICP Adjusted EPS growth goal described above.

  67. 2023 Long-Term Incentive Plan Awards

    2023 Long-Term Incentive Plan Awards

  68. 2023 Long-Term Incentive Plan Award Goals

    2023 Long-Term Incentive Plan Award Goals The Company continued to use a non-GAAP ICP Adjusted EPS growth goal for the 2023-2025 performance period for the 2023 PSUs. Continued use of this metric allows us to evaluate the results achieved by the Company independent of items considered isolated, non-recurring, or unusual, and we believe it better measures the Company’s normal revenue, operating expenses, and operating results for compensation purposes. Non-GAAP ICP Adjusted EPS provides a good measure of return to shareholders because it considers capital allocation decisions as well as the importance of continued discipline in operating performance. The following payout schedule was approved for the 2023 PSU Awards for the 2023-2025 performance period: The following payout schedule was approved for the 2023 Long-Term Performance Cash Awards for the S&P Dow Jones Indices 2023-2025 performance period: Any payments under the 2023 PSU and S&P Dow Jones Indices Performance Cash Awards will be made during the first quarter of 2026, based on the achievement through the 2023-2025 performance period, upon performance review, discretion, and certification by the Compensation Committee.

  69. 2023 Long-Term Incentive Plan Award Grants

    2023 Long-Term Incentive Plan Award Grants For detailed information concerning each grant made to the NEOs in 2023, see the 2023 Grants of Plan-Based Awards Table beginning on page 91 of this Proxy Statement.

  70. 2021 Long-Term Incentive Plan Award Achievement

    2021 Long-Term Incentive Plan Award Achievement

  71. 2021-2023 PSU Achievement

    2021-2023 PSU Achievement Our 2021 PSU awards for the performance period 2021-2023 were based on the achievement of the following non-GAAP pro forma ICP Adjusted EPS growth goal during the cycle: The cumulative compound non-GAAP pro forma ICP Adjusted EPS growth during the cycle was 6.3%, after adjusting for the pro forma effect of change in tax rate and dilution in connection with the merger with IHS Markit, relief from suspension of operations in Russia, and divestitures of the Engineering Solutions, CUSIP Global Services (“CGS”) and Leveraged Commentary and Data (“LCD”) businesses. The Compensation Committee uses non-GAAP pro forma ICP Adjusted EPS growth during the three-year cycle to evaluate the results achieved by the Company independent of items considered isolated, non-recurring, or unusual because we believe that such metric better measures the Company’s normal recurring revenue, operating expenses, and operating results for compensation purposes. Based on this achievement, the 2021 PSU award was earned at 64% of target.

  72. 2024 Long-Term Incentive Award Design and Targets

    2024 Long-Term Incentive Award Design and Targets

  73. 2024 Long-Term Incentive Plan Award Design

    2024 Long-Term Incentive Plan Award Design Following input from Pay Governance LLC and management over the course of multiple Committee meetings, the Compensation Committee determined to change the target setting and measurement methodology for the Company’s future PSU awards. Effective starting with the 2024 annual equity grants, the Compensation Committee determined to change the non-GAAP ICP Adjusted EPS growth measurement for PSU performance from a three-year Compound Annual Growth Rate (CAGR) target, measuring EPS in the final performance year of the award cycle, to a cumulative growth target, measuring EPS for each year of the three-year performance cycle, additively. For the 2024 equity grants, cumulative non-GAAP ICP Adjusted EPS growth goals are established at the beginning of the three-year performance period and summed across each of the three years. The Compensation Committee approved a cumulative non-GAAP ICP Adjusted EPS metric over a three-year performance cycle for the 2024 PSU awards to better capture performance for interim years of the award cycle and reduce pressure on any single year, thereby lowering volatility and risk. The Compensation Committee believes that non-GAAP ICP Adjusted EPS provides a foundational measure of return to our shareholders because it considers capital allocation decisions as well as the importance of continual discipline in operating performance.

  74. 2024 Long-Term Incentive Target Determination

    2024 Long-Term Incentive Target Determination Our Compensation Committee independently evaluates the performance of the CEO and establishes the CEO’s 2024 long-term incentive target so that, together with his base salary and short-term incentive award, his total annual target compensation is market competitive and motivates and rewards him for performance against Company and individual goals. Effective for fiscal year 2024, the Compensation Committee determined to increase Mr. Peterson’s total long-term incentive target by $3,000,000 to $16,800,000. The Compensation Committee approved the increase to maintain the competitive market positioning of Mr. Peterson’s long-term incentive opportunity and overall target total compensation package relative to the Company’s Proxy Peer Group and to continue to promote strong alignment with shareholders’ interests in the Company’s long-term growth. The increase was also approved in recognition of Mr. Peterson’s demonstrated leadership expertise and success achieving strong financial results, along with long-term strategic milestones to enhance shareholder value. As discussed beginning on page 62, the long-term incentive amounts for the other NEOs reflect findings from our Proxy Peer Group and annual market surveys for the financial services industry as well as considerations of their individual contributions and the strategic importance of their respective roles to the Company. Effective for fiscal year 2024, the Compensation Committee, using benchmarking analysis and input from Pay Governance, along with feedback from the CEO, in order to effectively promote sustained long-term Company performance and stockholder interests, determined to increase the total long-term incentive target award amounts, respectively, for certain of the NEOs as follows: • Ms. Cheung’s long-term incentive target amount increased $500,000 to $3,750,000 to improve the competitive positioning of her target long-term incentive value relative to the Company’s Proxy Peer Group, and for her demonstrated leadership and success in her role as President of S&P Global Ratings and Executive Lead of Sustainable1. • Mr. Kansler’s long-term incentive target amount increased $500,000 to $3,750,000 to improve the competitive positioning of his target long-term incentive value relative to the Company’s Proxy Peer Group, and for his demonstrated leadership and success in his role as President, S&P Global Market Intelligence. For a list of the 2024 NEO targets under the 2024 Long-Term Incentive Plan, see the chart above on page 78 of this Proxy Statement.

  75. Severance Benefits (Regular and Change-in-Control)

    Severance Benefits (Regular and Change-in-Control) The Compensation Committee believes that maintaining a competitive level of separation benefits is appropriate as part of our overall compensation program and in line with its objective to attract, retain and motivate high-caliber management talent. Our severance arrangements with all of our NEOs, other than Mr. Kansler, are governed by our Senior Executive Severance Plan. The Senior Executive Severance Plan is designed to provide security and reasonable compensation upon an involuntary termination of employment, and to ensure the continued commitment of our executives in the event of a potential or actual change-in-control. The Compensation Committee does not take into account the benefits offered under the Senior Executive Severance Plan in setting compensation for our NEOs. The Senior Executive Severance Plan generally provides for base salary and benefits continuation in the event of a Company-initiated termination (including a “constructive” termination) other than a termination for cause, as defined on page 100 of this Proxy Statement. Discussion of severance payable on certain qualifying terminations (including following a change-in-control of the Company) can be found in the Potential Payments Upon Termination or Change-in-Control section on pages 100 through 105 of this Proxy Statement. Payments of annual incentives under the Key Executive Short-Term Incentive Compensation Plan and vesting acceleration or modification of long-term cash awards and equity awards granted under our 2019 Stock Incentive Plan on the occurrence of a defined change-in-control are described in the table below. Upon certain qualifying terminations not in connection with a defined change-in-control, an NEO may be entitled to a pro rata portion of their annual cash incentive award and certain outstanding equity awards. For details, see pages 102 through 105 of this Proxy Statement. Mr. Kansler had a special merger-related severance package (described on pages 101 to 102 of this Proxy Statement) that applied upon a qualifying termination within two years following the closing of our merger with IHS Markit, through February 28, 2024 (the “Protection Period”). Now that the Protection Period has expired, Mr. Kansler will participate in the Company’s Senior Executive Severance Plan, along with our other senior executives.

  76. Severance Benefits (Regular and Change-in-Control)

    | PAY ELEMENTS | TREATMENT OF OUTSTANDING INCENTIVE AWARDS UPON CHANGE-IN-CONTROL (“CIC”) | | Short-Term Incentive Awards | • Payments are made pro-rata based on the average of the three prior years’payments. | | RSU Awards | • Double-trigger treatment: awards do not vest upon the CIC but are generally converted into RSUs of the surviving company (provided the successor company assumes the awards). | | PSU Awards | • Double-trigger treatment: awards do not vest upon the CIC but are generally converted into time-vesting RSUs of the surviving company (provided the successor company assumes the awards), with the number of underlying shares based on assumed target performance, if less than 50% of the performance period has been completed, or based on actual performance, if 50% or more of the performance period has been completed upon the CIC. • Delivery of shares in respect of converted RSUs will generally occur in the year following the end of the applicable performance period. | | Long-Term Cash Awards | • The Board, at its discretion, may modify or waive the applicable performance measures, performance period, or cash awards. • Under no circumstances will the timing of the award payment date be accelerated. |

  77. Severance Benefits (Regular and Change-in-Control)

    Certain payments that would be provided to our NEOs in connection with a change-in-control could be classified as “excess parachute payments” under Section 280G of the Internal Revenue Code, in which case they would not be deductible as compensation by the Company. In addition, Section 4999 of the Internal Revenue Code imposes an excise tax on executives who receive an excess parachute payment equal to 20% of such amount. Any such excise tax would not be reimbursed or “grossed up” by the Company. Instead, as discussed on page 85 of this Proxy Statement, in certain circumstances, we would “cut back” the amount of certain benefits and payments to ensure tax deductibility by the Company under Section 280G to the extent the executive’s “cut back” amount is greater on an after-tax basis than the full amount.

  78. Pay Recovery (Clawback) Policies

    Pay Recovery (Clawback) Policies We maintain three pay recovery, or “clawback,” policies applicable to our Named Executive Officers. As required by the Dodd-Frank Wall Street Reform and Consumer Protection (Dodd-Frank) Act and related rules and regulations of the SEC and NYSE, the Company adopted a Financial Statement Compensation Recoupment Policy in October 2023 that applies to all of our current and former executive officers in the event of a financial restatement. If the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under securities laws, the Financial Statement Compensation Recoupment Policy provides for recovery of any cash- or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the executive officer, to the extent that the compensation (i) was based on erroneous financial data and (ii) exceeded what would have been paid to the executive officer under the restatement. For more information, see the full text of our new Financial Statement Compensation Recoupment Policy, which is filed as an exhibit to our 2023 Annual Report on Form 10-K. In addition, we continue to maintain two separate clawback policies that apply to a broader group of individuals and circumstances beyond a financial restatement. At the time we adopted the new Financial Statement Compensation Recoupment Policy, the Compensation Committee also amended our existing S&P Global Pay Recovery Policy to expand the circumstances when, at the Compensation Committee’s discretion, annual and long-term incentives could be subject to recovery in the event of misconduct. Under the amended S&P Global Recovery Policy, annual incentive cash and long-term incentive awards (PSUs, RSUs, and long-term incentive cash, both vested and unvested) could be subject to recovery in the event of: • a material recalculation or adjustment of the performance measures for senior management. • an intentional, willful or grossly negligent act or omission that violates one or more of the Company’s policies that have or will have a material negative impact on the Company’s business, reputation or financial condition. • criminal activity, fraud or other illegal or unlawful activity. A special S&P Ratings Services Pay Recovery Policy also applies to the President of S&P Global Ratings, as well as other employees deeper within the Ratings organization. The S&P Ratings Recovery Services Pay Policy provides for the recovery of annual cash and long-term incentive award payments in the event of: • material violations of policy or division or product risk parameters, policies or operating procedures resulting from the gross negligence, intentional wrongdoing or willful misconduct of a covered individual that have or will have a material negative impact on the business, financial condition or reputation of S&P Global Ratings. • material failure to adequately supervise the administration and implementation of one or more of S&P Global Ratings’ policies or division or product risk parameters, policies or operating procedures which results from gross negligence, intentional wrongdoing or willful misconduct that has or will have a material negative impact on S&P Global Ratings’ business, financial condition or reputation. The President of S&P Global Ratings is subject to all three policies.

  79. Employment Agreements

    Employment Agreements None of our NEOs have formal, fixed-term employment agreements with the Company guaranteeing minimum levels of compensation over multiple years, as the Compensation Committee does not consider such contracts to enhance shareholder value. In rare cases involving mergers and acquisitions, such as the 2022 acquisition of IHS Markit, we have entered into special severance arrangements like the severance package with Mr. Kansler which has now expired. For more information regarding Mr. Kansler’s merger-related severance arrangements please see pages 101 to 102 of this Proxy Statement.

  80. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table contains information concerning compensation paid or accrued to the named executive officers for services rendered in all capacities to the Company in 2023, 2022 and 2021:

  81. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | | Douglas L. Peterson President and Chief Executive Officer | 2023 | $1,350,000 | $— | $13,799,664 | $3,829,500 | $— | $527,248 | $19,506,412 | | | 2022 | $1,350,000 | $— | $23,799,992 | $2,760,000 | $— | $727,515 | $28,637,507 | | | 2021 | $1,000,000 | $— | $9,750,000 | $4,615,000 | $— | $778,770 | $16,143,770 | | Ewout L. Steenbergen (6) EVP, Chief Financial Officer | 2023 | $825,000 | $— | $3,499,739 | $1,665,000 | $— | $288,537 | $6,278,276 | | | 2022 | $825,000 | $— | $10,000,020 | $1,200,000 | $— | $338,330 | $12,363,350 | | | 2021 | $825,000 | $— | $3,000,000 | $1,633,000 | $— | $338,692 | $5,796,692 | | Martina L. Cheung President, S&P Global Ratings | 2023 | $750,000 | $— | $3,249,781 | $1,710,000 | $2,621 | $225,147 | $5,937,549 | | | 2022 | $750,000 | $— | $9,750,049 | $967,500 | $— | $254,317 | $11,721,866 | | | 2021 | $625,000 | $— | $2,500,000 | $1,350,000 | $— | $280,081 | $4,755,081 | | Adam Kansler (7) President, S&P Global Market Intelligence | 2023 | $750,000 | $— | $3,249,781 | $1,560,000 | $— | $107,277 | $5,667,058 | | | 2022 | $625,000 | $— | $11,675,492 | $1,335,000 | $— | $78,243 | $13,713,735 | | Daniel E. Draper Chief Executive Officer, S&P Dow Jones Indices | 2023 | $650,000 | $— | $799,525 | $2,937,000 | $— | $244,422 | $4,630,947 | | | 2022 | $650,000 | $— | $3,799,953 | $2,817,500 | $— | $299,404 | $7,566,857 | | | 2021 | $650,000 | $500,000 | $699,915 | $1,460,000 | $— | $86,896 | $3,396,811 |

  82. 2023 Summary Compensation Table

    (1) For Mr. Draper, this amount reflects the third and final installment of a $1,250,000 one-time signing bonus paid in 2021 in consideration of the compensation from his prior employer that was forfeited when he was hired by the Company in 2020. (2) The amounts reported in this column reflect the aggregate grant date fair value of the equity awards granted to the named executive officers in the relevant year, which may include performance share units (“PSUs”) and restricted stock units (“RSUs”), as applicable, granted under the Company’s 2019 Stock Incentive Plan. The amounts for the PSUs granted in 2023 were calculated based on the probable outcome of performance conditions as of the grant date computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. The maximum values for the 2023 annual PSUs awards as of the grant date are as follows:

  83. 2023 Summary Compensation Table

    | Executive | 2023 | | D. Peterson | $19,319,665 | | E. Steenbergen | $4,899,837 | | M. Cheung | $4,549,897 | | A. Kansler | $4,549,897 | | D. Draper | $1,119,403 |

  84. 2023 Summary Compensation Table

    The dollar amounts listed in this column do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our named executive officers. These awards are further described on pages 91 through 94 of this Proxy Statement. The amounts reported in this column represent the cash incentive awards paid under the Company’s Key Executive Short-Term Incentive Compensation Plan to all of our named executive officers. For Mr. Draper, the amounts reported in this column for 2022 and 2023 also reflect payments pursuant to his Long-Term Cash Awards for the S&P Dow Jones Indices for the applicable three-year performance periods. For additional information regarding these cash incentive awards, see pages 71 through 77 of the Compensation Discussion and Analysis included in this Proxy Statement. (4) The amounts reported in this column include benefits under the Employee Retirement Plan of S&P Global Inc. and its Subsidiaries (“ERP”) and the S&P Global Inc. Employee Retirement Plan Supplement (“ERPS”), which are described on pages 96 through 97 of this Proxy Statement. The 2023 present value of accumulated benefits increased from the 2022 present values by $2,621 for Ms. Cheung. Messrs. Peterson, Steenbergen, Kansler, and Draper are not participants in the ERP and ERPS since they did not meet the eligibility requirements on April 1, 2012, when participation in the plans was frozen. These amounts are disclosed in the Pension Benefits Table beginning on page 96 of this Proxy Statement. No NEO had above-market earnings on nonqualified deferred compensation in 2023. (5) The amounts shown in this column for 2023 include the items described below. Perquisites and other personal benefits that exceeded the greater of $25,000 or 10% of total perquisites and other personal benefits for each NEO for 2023 were as follows:

  85. 2023 Summary Compensation Table

    | Name | 401(k) Savings and Profit Sharing Plan ($) (a) | 401(k) Savings and Profit Sharing Plan Supplement ($) (a) | Company Charitable Match ($) (b) | | D. Peterson | $32,295 | $416,240 | $50,000 | | E. Steenbergen | $32,295 | $186,450 | $50,000 | | M. Cheung | $32,295 | $152,625 | $25,000 | | A. Kansler | $18,550 | $37,500 | $50,000 | | D. Draper | $32,295 | $143,000 | $50,000 |

  86. 2023 Summary Compensation Table

    (a) These amounts include Company made contributions under the 401(k) Plan and the 401(k) Plan Supplement in respect of 2023. (b) This amount represents charitable contribution(s) made by the Company in the executive’s name under the S&P Global Matching Gift Program. All other total perquisites and other personal benefits for each NEO were as follows: • The amount for Mr. Peterson includes the aggregate incremental cost to the Company associated with Mr. Peterson’s personal use of a Company car. The aggregate incremental cost to the Company was determined by multiplying the fuel and depreciation costs incurred by the Company in operating its Company-owned car by a fraction, the numerator of which was the total number of personal miles driven by Mr. Peterson in 2023 and the denominator of which was the total number of miles that the Company owned car was driven in 2023. The aggregate incremental cost to the Company does not include fixed costs that would be incurred regardless of Mr. Peterson’s personal use of the Company-owned car (e.g., insurance premiums and driver salaries). The amount for Mr. Peterson also includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement and Company-paid life insurance premiums. • The amount for Mr. Steenbergen includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, Company-made contributions through the S&P Global PAC program, Company-paid life insurance premiums and Company-paid annual physical health examination. The amount for Ms. Cheung includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement and Company-paid life insurance premiums. • The amount for Mr. Kansler includes Company-paid life insurance premiums. • The amount for Mr. Draper includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, Company-paid life insurance premiums and Company-paid annual physical health examination. (6) Mr. Steenbergen ceased serving as the Company’s Chief Financial Officer effective February 12, 2024, in advance of his departure from the Company in March, 2024. Christopher Craig assumed the role of Interim Chief Financial Officer on February 12, 2024. (7) Mr. Kansler was appointed President, S&P Global Market Intelligence, effective March 1, 2022, following the closing of the merger with IHS Markit on February 28, 2022. Mr. Kansler’s base salary is prorated accordingly for fiscal year 2022, and amounts reported for Mr. Kansler reflect compensation paid to him by the Company during the portion of 2022 for which he was employed by the Company. His compensation is not reported in this Proxy Statement for 2021, since he was not a named executive officer of the Company.

  87. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table contains information concerning each grant of an award made to the named executive officers in 2023:

  88. 2023 Grants of Plan-Based Awards Table

    | Name | Grant Date (mm/dd/yyyy) | Date Approved by Compensation and Leadership Development Committee (mm/dd/yyyy) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (1)(2) | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | | | | | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | D. Peterson | | 2/28/2023 | $3,450,000 | $6,900,000 | | | | | | | 3/1/2023 | 2/28/2023 | | | 28,598 | 57,196 | | $9,659,832 | | | 3/1/2023 | 2/28/2023 | | | | | 12,256 | $4,139,832 | | E. Steenbergen | | 2/28/2023 | $1,500,000 | $3,000,000 | | | | | | | 3/1/2023 | 2/28/2023 | | | 7,253 | 14,506 | | $2,449,918 | | | 3/1/2023 | 2/28/2023 | | | | | 3,108 | $1,049,820 | | M. Cheung | | 2/28/2023 | $1,500,000 | $3,000,000 | | | | | | | 3/1/2023 | 2/28/2023 | | | 6,735 | 13,470 | | $2,274,948 | | | 3/1/2023 | 2/28/2023 | | | | | 2,886 | $974,833 | | A. Kansler | | 2/28/2023 | $1,500,000 | $3,000,000 | | | | | | | 3/1/2023 | 2/28/2023 | | | 6,735 | 13,470 | | $2,274,948 | | | 3/1/2023 | 2/28/2023 | | | | | 2,886 | $974,833 | | D. Draper | | 2/28/2023 | $1,000,000 | $2,000,000 | | | | | | | 3/1/2023 | 2/28/2023 | | | 1,657 | 3,314 | | $559,701 | | | 3/1/2023 | 2/28/2023 | | | | | 710 | $239,824 | | | 3/1/2023 | 2/28/2023 | $1,200,000 | $2,400,000 | | | | |

  89. 2023 Grants of Plan-Based Awards Table

    (1) Non-equity and equity incentive plan awards do not have minimum threshold amounts. Consequently, no threshold amounts are listed. The non-equity incentive plan awards reflect target and maximum payouts with respect to the 2023 Key Executive Short-Term Incentive Compensation Plan, which is discussed beginning on page 71 of this Proxy Statement. For Mr. Draper, the non-equity incentive plan awards also reflects target and maximum payouts with respect to his Long-Term Cash Award for the S&P Dow Jones Indices for the 2023-2025 performance period. (2) Reflects PSUs granted during the fiscal year under the Company’s 2019 Stock Incentive Plan, which are discussed on page 93 of this Proxy Statement. These PSUs are scheduled to vest at the end of a three-year performance period (January 1, 2023 — December 31, 2025) and to pay out by March 2026, with payment ranging up to a maximum of 200% of the target shares based on the achievement of a compound annual non-GAAP ICP Adjusted EPS growth goal. The PSUs granted to our NEOs during the fiscal year do not include any dividend rights. (3) Reflects time-based RSUs granted during the fiscal year under the Company’s 2019 Stock Incentive Plan, which are discussed on page 93 of this Proxy Statement. These RSUs vested 33% on 12/31/2023 and will vest 33% on 12/31/2024 and 34% on 12/31/2025. The NEOs are entitled to receive cash dividend equivalents on the RSUs granted during the fiscal year, subject to all of the same vesting and payment provisions as the underlying awards. (4) The amounts in this column for the PSU and RSU awards reflect their aggregate grant date fair values, calculated in accordance with FASB ASC Topic 718, Stock Compensation, as disclosed in Footnote 8 to the Consolidated Financial Statements, which appears in the Company’s Form 10-K for the 2023 year filed with the SEC on February 9, 2024, excluding the effect of estimated forfeitures. The amounts in this column for the PSUs were calculated based on the probable outcome of the performance condition as of the grant date in accordance with FASB ASC Topic 718. For the values of these PSUs, assuming attainment of the maximum level of performance, see Footnote 2 to the 2023 Summary Compensation Table on Page 88 of this Proxy Statement. The actual value, if any, realized by each named executive officer for these PSU and RSU awards is a function of the value of the shares if and when they vest. For additional information on how we account for stock-based compensation, see Footnote 8 to the Consolidated Financial Statements, which appears in the Company’s Form 10-K filed with the SEC on February 9, 2024.

  90. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table contains information concerning unexercised options, stock that has not vested, and other equity incentive plan awards outstanding on December 31, 2023 for each of the named executive officers:

  91. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | Name | Grant Date (mm/dd/yyyy) | Stock Awards | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4)(5) | | D. Peterson | 3/1/2023 | 8,212 | $3,617,550 | 57,196 | $25,195,982 | | | 3/1/2022 | 3,604 | $1,587,634 | 50,335 | $22,173,574 | | E. Steenbergen | 3/1/2023 | 2,083 | $917,603 | 14,506 | $6,390,183 | | | 3/1/2022 | 914 | $402,635 | 22,915 | $10,094,516 | | M. Cheung | 3/1/2023 | 1,934 | $851,966 | 13,470 | $5,933,804 | | | 3/1/2022 | 850 | $374,442 | 22,467 | $9,897,163 | | A. Kansler | 3/1/2023 | 1,934 | $851,966 | 13,470 | $5,933,804 | | | 3/1/2022 | 850 | $374,442 | 22,467 | $9,897,163 | | | 2/1/2021 | 10,659 | $4,695,503 | — | — | | D. Draper | 3/1/2023 | 476 | $209,688 | 3,314 | $1,459,883 | | | 3/1/2022 | 210 | $92,509 | 9,115 | $4,015,340 |

  92. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    (1) Represents RSU awards which are not performance-based. These awards vest as follows: for Mr. Peterson, 7,648 shares vest on December 31, 2024 and 4,168 shares vest on December 31, 2025; for Mr. Steenbergen, 1,939 shares vest on December 31, 2024 and 1,058 shares vest on December 31, 2025; for Ms. Cheung, 1,802 shares vest on December 31, 2024 and 982 shares vest on December 31, 2025; for Mr. Kansler, 10,659 shares vested on February 1, 2024 (9,136 of which are shares awarded in replacement of legacy IHS Markit equity awards previously held by Mr. Kansler under the IHS Markit Ltd. 2014 Equity Incentive Award Plan), 1,802 shares vest on December 31, 2024, and 982 shares vest on December 31, 2025; and for Mr. Draper, 444 shares vest on December 31, 2024 and 242 shares vest on December 31, 2025. (2) Market value determined based on the closing price of our common stock on December 29, 2023 of $440.52. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our named executive officers. (3) Represents performance-based restricted stock units, including: (i) PSUs granted in 2023 that are scheduled to vest at the end of a three-year performance period (January 1, 2023 — December 31, 2025) and to pay out by March 2026, with payment ranging up to a maximum of 200% of the target shares based on the achievement of a compound annual non-GAAP ICP Adjusted EPS growth goal; (ii) PSUs granted in 2022 that are scheduled to vest at the end of a three-year performance period (January 1, 2022 — December 31, 2024) and to pay out by March 2025, with payment ranging up to a maximum of 200% of the target shares based on the achievement of a compound annual non-GAAP pro forma ICP Adjusted EPS growth goal; and (iii) PSUs granted in 2022 as special, one-time “Founders Grants” following the Company’s merger with IHS Markit, which are scheduled to vest at the end of a three-year performance period (February 28, 2022 — February 28, 2025) and to pay out by March 2025 at target, subject to continued employment and the achievement of annual run-rate cost synergies of $480 million. (4) Notwithstanding the “Outstanding Equity Awards at 2022 Fiscal Year-End Table” included in last year’s proxy statement which included the annual PSU awards granted in 2022 at threshold, our awards do not have a threshold and therefore the number of units and market value should have been reflected at target for those awards. The correct amounts are included in the table above. Based on Company performance through December 31, 2023 and the closing price of our common stock on December 29, 2023 of $440.52. In accordance with SEC rules, the number of PSUs reflected in the table represents: (i) the target number of PSUs granted in 2022, and the maximum number of PSUs granted in 2023, in the case of our annual PSU awards under the Company’s 2019 Stock Incentive Plan that are realizable in connection with the achievement of pre-established performance targets over the applicable performance periods; and (ii) with respect to the special, one-time “Founders Grants” awarded in 2022 in connection with the merger with IHS Markit, the target number of PSUs granted. The actual number of PSUs, if any, that will vest will be based on the level of achievement of the applicable performance goal as of the actual end of the applicable performance period. For more on the terms of awards granted in 2023, see pages 78 to 80 of the Compensation Discussion and Analysis included in this Proxy Statement.

  93. Option Exercises and Stock Vested in 2023 Table

    Option Exercises and Stock Vested in 2023 Table The following table contains information concerning each exercise of stock options and each vesting of PSUs and RSUs during 2023 (including PSUs and RSUs that vested on December 31, 2023 but did not settle until early 2024) for each of the named executive officers:

  94. Option Exercises and Stock Vested in 2023 Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | D. Peterson | 51,304 | $16,247,977 | 22,330 | $9,836,812 | | E. Steenbergen | — | $— | 6,462 | $2,846,640 | | M. Cheung | — | $— | 5,567 | $2,452,375 | | A. Kansler | — | $— | 13,065 | $5,040,285 | | D. Draper | — | $— | 2,794 | $1,179,413 |

  95. Option Exercises and Stock Vested in 2023 Table

    (1) Represents the amount realized based on the difference between the closing price of the Company’s common stock on the date of exercise and the exercise price of the options. (2) Represents the amounts realized based on the closing price of the Company’s common stock on the applicable vesting date (or the immediately preceding trading day for any vesting date that fell on a weekend), including for PSUs earned by our NEOs for the three-year performance period beginning in fiscal year 2021 that vested on December 31, 2023, and RSUs that vested during fiscal year 2023.

  96. 2023 Pension Benefits Table

    2023 Pension Benefits Table The following table contains information with respect to each Plan of the Company that provides for payments or other benefits to the named executive officers at, following or in connection with retirement:

  97. 2023 Pension Benefits Table

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) (1)(2) | | D. Peterson | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— | | E. Steenbergen | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— | | M. Cheung | ERP | 1 | $20,223 | | | ERPS | 1 | $— | | | Total | | $20,223 | | A. Kansler | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— | | D. Draper | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— |

  98. 2023 Pension Benefits Table

    (1) The benefit amounts shown in the table are actuarial present values of the benefits accumulated through December 31, 2023, as described below. The actuarial present value is calculated by estimating the expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount which, if invested today at an assumed discount rate of 5.27% for the ERP and 5.22% for the ERPS, would be sufficient on an average basis to provide the estimated future payments based on the benefit currently accrued. The assumed retirement age for each named executive officer is the earliest age at which the executive could retire without any benefit reduction due to age. The actual benefit present values will vary from these estimates depending on many factors, including an executive’s actual retirement age. (2) As discussed further on page 97 of this Proxy Statement, on April 1, 2012 the Company “froze” the ERP and ERPS to new participants and future accruals. Final benefits for each named executive officer are calculated based on that date, and no additional adjustments are made based on additional service or pay after that date. Messrs. Peterson, Steenbergen, Kansler and Draper are not participants in the ERP and ERPS since they did not meet the eligibility requirements by April 1, 2012. Ms. Cheung is entitled to retirement benefits under two defined benefit plans of the Company: the Employee Retirement Plan of S&P Global, Inc. and Its Subsidiaries (generally referred to as the “ERP”) and the S&P Global, Inc. Employee Retirement Plan Supplement (generally referred to as the “ERP Supplement” or “ERPS”). Messrs. Peterson, Steenbergen, Kansler, and Draper are not participants in these Plans because they did not meet the eligibility requirements before participation was frozen on April 1, 2012. Ms. Cheung was fully vested in the benefits pursuant to both the ERP and ERPS as of December 31, 2023.

  99. Employee Retirement Plan of S&P Global Inc. and Its Subsidiaries (“ERP”)

    Employee Retirement Plan of S&P Global Inc. and Its Subsidiaries (“ERP”) The Company sponsors a qualified defined benefit pension Plan to provide retirement benefits to eligible U.S.-based employees of the Company, which was frozen to new participants and future accruals as of April 1, 2012. The Plan pays benefits at retirement to participants who terminate or retire from the Company after meeting the eligibility requirements for a benefit. The retirement benefit is based on a percentage of a participant’s total Plan compensation during such participant’s employment with the Company (this is called a career pay formula). A Plan participant’s annual benefit accrual under the ERP is calculated as 1% of Plan compensation. The Plan compensation includes the participant’s base salary and short-term incentive award. Because this is a qualified Plan, the Plan compensation is restricted by the compensation limit imposed by the Internal Revenue Code. In 2012, the last year for which any benefits accrued under the ERP, this compensation limit was $250,000. The retirement benefit payable from this Plan is the sum of each year’s annual benefit accrual. This amount is available unreduced at the earlier of the Plan’s normal retirement age of 65 or age 62 if a participant has 10 years of service with the Company. If a participant has attained age 55 with 10 years of service with the Company, an early retirement benefit is available. The benefit is reduced by 4% per year for each year of payment prior to age 62 to reflect the earlier payments. Participants can choose from among several optional forms of annuity payments under the ERP. A participant receives the highest monthly payment under a single life annuity, while the other payment forms result in a lower monthly benefit generally because payment may be made to a surviving joint annuitant or beneficiary following the participant’s death. The present value estimates shown in the Pension Benefits Table assume payment of the named executive officers’ accumulated benefits under the ERP, based on pay and service earned through April 1, 2012, in the form of a single life annuity commencing on the earliest date the benefits are available unreduced (age 62 in the case of Ms. Cheung, since she had completed 11 years of vesting service as of December 31, 2023). The values assume a discount rate of 5.27% and a mortality assumption based on the fully generational PRI-2012 mortality table with MP-2023 improvement scale.

  100. S&P Global Inc. Employee Retirement Plan Supplement (“ERPS”)

    S&P Global Inc. Employee Retirement Plan Supplement (“ERPS”) The Company also maintains a non-qualified pension Plan, which was similarly frozen to new participants and future accruals as of April 1, 2012. Prior to the freeze, this Plan was intended to help attract and retain the executive workforce by providing benefits incremental to those permitted under the ERP. The ERPS is designed to restore retirement benefits that cannot be paid under the ERP due to Internal Revenue Code limits. The benefit provided under the ERPS will effectively equal the difference between the benefit that would have been earned under the ERP, without regard to any pay or benefit limits, and the actual benefit payable under the ERP. All Plan participants of the ERP are potentially eligible for the ERPS, including Ms. Cheung, provided that her ERP benefits are limited by the Internal Revenue Code limits. In general, a participant’s annual accrual under the ERPS is determined based on 1% of the Plan compensation under the ERP in excess of the Internal Revenue Code compensation limit for that year ($250,000 in 2012). The retirement benefit payable under the ERPS is the sum of each year’s annual benefit accrual. ERPS payments commence one year following separation from service or, if later, age 65, or age 62 with 10 years of service with the Company. The present value estimates shown in the Pension Benefits Table for accumulated benefits under the ERPS assume a discount rate of 5.22% and are determined using the same payment and mortality assumptions as were used to estimate the values shown under the ERP.

  101. 2023 Non-Qualified Deferred Compensation Table

    2023 Non-Qualified Deferred Compensation Table The following Non-Qualified Deferred Compensation Table contains information concerning our various non-qualified savings and deferral plans offered to our named executive officers. The Key Executive Short-Term Incentive Deferred Compensation Plan (“ST Incentive Deferred Comp”) permits executives to defer amounts previously earned on a pre-tax basis.

  102. 2023 Non-Qualified Deferred Compensation Table

    | Name | Plan | Executive Contributions in Last Fiscal Year ($) (1) | Company Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | D. Peterson | 401(k) Plan Supplement | $946,000 | $416,240 | $296,865 | — | $10,930,541 | | | ST Incentive Deferred Comp | — | — | $32,251 | — | $686,810 | | | Total | $946,000 | $416,240 | $329,116 | $— | $11,617,351 | | E. Steenbergen | 401(k) Plan Supplement | $101,700 | $186,450 | $53,154 | — | $2,245,823 | | | ST Incentive Deferred Comp | — | — | — | — | — | | | Total | $101,700 | $186,450 | $53,154 | $— | $2,245,823 | | M. Cheung | 401(k) Plan Supplement | $277,500 | $152,625 | $55,610 | — | $2,383,162 | | | ST Incentive Deferred Comp | — | — | — | — | — | | | Total | $277,500 | $152,625 | $55,610 | $— | $2,383,162 | | A. Kansler | 401(k) Plan Supplement | $156,250 | $37,500 | $1,910 | — | $195,660 | | | ST Incentive Deferred Comp | — | — | — | — | — | | | Total | $156,250 | $37,500 | $1,910 | $— | $195,660 | | D. Draper | 401(k) Plan Supplement | $78,000 | $143,000 | $10,393 | — | $542,764 | | | ST Incentive Deferred Comp | — | — | — | — | — | | | Total | $78,000 | $143,000 | $10,393 | $— | $542,764 |

  103. 2023 Non-Qualified Deferred Compensation Table

    (1) Reflects executive contributions to the 401(k) Plan Supplement in respect of the 2023 fiscal year, as further described below. (2) Reflects Company contributions to the 401(k) Plan Supplement, including employer savings, profit sharing supplemental contributions and nonelective contributions, in respect of the 2023 fiscal year, all of which are reported in the All Other Compensation column of the 2023 Summary Compensation Table on pages 88 through 90 of this Proxy Statement. (3) Reflects non-qualified deferred compensation earnings under the 401(k) Plan Supplement and Key Executive Short-Term Incentive Deferred Compensation Plan. In 2013, the employer contribution for the savings plan component of the 401(k) Plan Supplement increased to 6% of eligible compensation above the IRS compensation limit. Beginning in 2014, participants were required to make employee contributions under the 401(k) Plan Supplement to receive the employer contributions to the savings plan component, and the amount of the employer contribution was based on the amount of the employee contribution, up to 6% (for years prior to 2023) of eligible compensation above the IRS compensation limit. In 2012 and 2013, participants were required to make the maximum pre-tax contribution under the qualified 401(k) Plan in order to receive the savings plan component supplement. Account balances under the 401(k) Plan Supplement are currently credited with interest at the rate earned on The 401(k) Savings and Profit Sharing Plan Stable Value Fund (also referred to as the Stable Assets Fund). The annual rate of interest credited under the Plan was 2.37% for the 2023 fiscal year. Account balances under the 401(k) Plan Supplement are distributed to executives in July following the year in which the executive separates from service. The 401(k) Plan Supplement was further amended effective January 1, 2023 to permit eligible participants to defer up to 60% of an executive’s eligible compensation subject to IRS and plan limits. The plan was also amended effective January 1, 2023 to provide for a Company supplemental matching contribution of an executive’s supplemental employee contributions in the amount of 100% up to the first 4% of eligible compensation (reduced from 6% of eligible compensation in prior years) and to provide a new supplemental non-elective contribution equal to 2% of eligible compensation each pay period. The supplemental non-elective contribution is available regardless of whether the executive contributes to the 401(k) Plan Supplement. All of our NEOs, other than Mr. Kansler, are eligible for supplemental profit sharing contributions under the 401(k) Plan Supplement. Prior to 2014, executives could elect to defer all or part of their annual incentive award payment under the Key Executive Short-Term Incentive Deferred Compensation Plan. Earnings on amounts deferred under the Key Executive Short-Term Incentive Deferred Compensation Plan are credited at a rate equal to 120% of the applicable Federal Long-Term Rate as prescribed by the Internal Revenue Service in December of the year prior to the year in which the compensation is credited under the Plan. The interest rate that applied to outstanding balances during the 2023 fiscal year was 5.22%. Account balances under the Key Executive Short-Term Incentive Deferred Compensation Plan are distributed to executives in accordance with their individual elections. Participants may elect to receive their deferred award payments in a single lump sum or in up to 15 equal annual installments. Payments may commence within 60 days of retirement or termination or as of January 1 of the year following the year in which such event occurs. In 2014, the Company enhanced the 401(k) Plan Supplement to allow for deferrals of up to 25% of eligible pay above the IRS Compensation limit. As a result of this change, the Company decided to no longer offer a deferral opportunity under the Key Executive Short-Term Incentive Compensation Plan.

  104. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The NEOs may be eligible to receive certain payments and benefits under our severance, incentive and retirement plans in connection with the named executive officer’s termination of employment or a change-in-control. Described below are the specific events that would trigger the payments and benefits, and the estimated payments and benefits that would be provided to the named executive officers upon the occurrence of these events.

  105. Estimated Severance as of December 31, 2023

    | Name | Payment on Termination ($) (1) | Payment on Termination Following Change-in-Control ($) (2) | | D. Peterson | $2,852,302 | $10,097,302 | | E. Steenbergen | $1,302,306 | $4,906,056 | | M. Cheung | $1,186,967 | $4,749,467 | | A. Kansler | $6,045,959 | $6,045,959 | | D. Draper | $1,029,432 | $3,486,932 |

  106. Estimated Short-Term Incentive Payments as of December 31, 2023

    | Name | Payment on Termination ($) (1) | Payment on Change-in-Control ($) (2) | | D. Peterson | $3,829,500 | $3,996,667 | | E. Steenbergen | $1,665,000 | $1,519,333 | | M. Cheung | $1,710,000 | $1,295,833 | | A. Kansler | $1,560,000 | $1,335,000 | | D. Draper | $1,110,000 | $1,146,667 |

  107. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees (based on the median, as described below) and that of our President and CEO. We believe that the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with SEC rules. • For 2023, the median annual total compensation of all our employees (other than our CEO) was $43,834, and the annual total compensation of our CEO was $19,506,412, as reported in the “2023 Summary Compensation Table” on page 88. • Based on this information, for 2023, the ratio of the annual total compensation of our CEO to the median annual total compensation of all other employees was estimated to be 445 to 1.

  108. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the following table provides information about the relationship between executive “Compensation Actually Paid” (as defined by SEC rules) and certain financial performance measures. Our Compensation Committee believes in linking executive pay to Company performance and heavily weights variable compensation to reward achievements against pre-established, quantifiable financial performance objectives and individual strategic performance objectives. With the majority of executive pay delivered as variable incentive compensation and in the form of equity-based awards that track our stock price performance over time, the value ultimately realized by our executives is directly tied to shareholder value creation. Please see the Compensation Discussion & Analysis section of this Proxy Statement for more information regarding the decisions made by our Compensation Committee regarding CEO and NEO pay for performance alignment, and the compensation actually received by our NEOs, which differs from the amounts in the table set forth below. “Compensation Actually Paid”, calculated in accordance with SEC rules, requires several adjustments to the values of our vested and unvested equity awards based on year-end stock price, various accounting valuation assumptions and projected performance payout factors. As a result, the amounts in the table below do not reflect the actual amount of compensation earned or paid to our NEOs, and the Compensation Committee did not consider these amounts when making its incentive compensation decisions.

  109. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for CEO (1) ($) (b) | “Compensation Actually Paid” to CEO (2) ($) (c) | Average Summary Compensation Table Total for Non-CEO NEOs (1) ($) (d) | Average “Compensation Actually Paid” to Non-CEO NEOs (2) ($) (e) | Total Shareholder Return (3) ($) (f) | Peer Group Total Shareholder Return (3) ($) (g) | Net Income (in Millions) (4) ($) (h) | Non-GAAP ICP Adjusted Diluted Earnings Per Share (5) ($) (i) | | 2023 | $19,506,412 | $31,021,988 | $5,628,458 | $9,139,695 | $133 | $131 | $2,893 | $14.06 | | 2022 | $28,637,507 | $(9,225,719) | $11,341,452 | $3,426,362 | $72 | $76 | $3,522 | $12.36 | | 2021 | $16,143,770 | $45,607,587 | $5,083,397 | $11,305,553 | $145 | $128 | $3,263 | $13.43 | | 2020 | $15,077,269 | $31,868,869 | $4,792,308 | $7,574,701 | $121 | $121 | $2,534 | $11.78 |

  110. Pay Versus Performance

    (1) Compensation for our CEO, Douglas L. Peterson, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-CEO NEOs is based on the compensation of the following NEOs: (i) in 2023 and 2022, Ewout L. Steenbergen, Martina Cheung, Adam Kansler and Daniel E. Draper, (ii) in 2021, Ewout L. Steenbergen, John L. Berisford, Martina Cheung and Saugata Saha and (iii) in 2020, Ewout L. Steenbergen, John L. Berisford, Martina Cheung and Daniel E. Draper. (2) “Compensation actually paid” for our CEO and average “compensation actually paid” for our non-CEO NEOs in each fiscal year reflects the respective Summary Compensation Table total amounts as set forth in columns (b) and (d) of the table above, respectively, adjusted as set forth in the table below, as determined in accordance with SEC rules. Per recent SEC guidance, we have updated our methodology starting with fiscal year 2023 for measuring the value of the PSUs that vest during a fiscal year to be based on the vesting date instead of the date the Compensation Committee certifies the performance for such PSUs. For information regarding the decisions made by our Compensation Committee in regards to the CEO’s and other NEOs’ compensation for fiscal year 2023, see pages 65 through 70 of this Proxy Statement.

  111. Pay Versus Performance

    | | CEO 2023 | Non-CEO NEOs 2023 | | Summary Compensation Table Total | $19,506,412 | $5,628,458 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | $(13,799,664) | $(2,699,707) | | Plus Year-End Fair Value of Outstanding Unvested Awards Granted in the Covered Year | $18,357,200 | $3,591,516 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | $1,841,115 | $1,633,292 | | Plus Fair Value as of the Vesting Date of Vested Awards Granted in the Covered Year | $1,781,463 | $348,341 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | $2,750,185 | $569,923 | | Less Fair Value of Awards Forfeited during the Covered Year | $— | $— | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | $585,277 | $68,527 | | Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | $— | $(655) | | Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | $— | $— | | “Compensation Actually Paid” | $31,021,988 | $9,139,695 |

  112. Pay Versus Performance

    Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the covered year in the Summary Compensation Table. Service cost is calculated as the actuarial present value of benefits under all pension plans attributable to services rendered during the covered fiscal year. Prior service cost is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributable by the benefit formula to services rendered in periods prior to the applicable amendment. (3) TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023 (the “2020-2023 Measurement Period”), 2022 (the “2020-2022 Measurement Period”), 2021 (the “2020-2021 Measurement Period”) and 2020 (the “2020 Measurement Period”), respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is (i) with respect to the 2020-2021 Measurement Period and the 2020 Measurement Period, respectively, the same as our peer group as set forth in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2020 and 2021, and (ii) with respect to the 2020-2022 Measurement Period, (x) for the portion of such measurement period ending on December 31, 2021, the same as our peer group as set forth in our Annual Reports on Form 10-K for the years ended December 31, 2020 and 2021, and (y) for the portion of such measurement period beginning on January 1, 2022 and ending on December 31, 2022, the same as our peer group as set forth in our Annual Report on Form 10-K for the year ended December 31, 2022. In 2022, due to the closing of our merger, IHS Markit was removed from the Company’s peer group. With respect to the 2020-2023 Measurement Period, the peer group for purposes of this table is the same as our peer group as set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, which is also the same as the peer group used for the portion of the 2020-2022 Measurement Period beginning on January 1, 2022 and ending on December 31, 2022. (4) Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. (5) For 2022, non-GAAP ICP Adjusted Diluted EPS is presented on a pro forma basis as if the merger with IHS Markit had closed on January 1, 2021. For 2020, 2021 and 2023, non-GAAP ICP Adjusted Diluted EPS is presented on a stand-alone basis.

  113. Relationship between “Compensation Actually Paid” and Performance

    Relationship between “Compensation Actually Paid” and Performance Calculated as required under SEC rules, the following graphs show the relationship between the “Compensation Actually Paid” to our CEO and other NEOs and the performance figures in the tabular disclosure above. We do not use TSR performance relative to a peer group or net income as performance measures for determining payouts under our incentive compensation programs.

  114. (1) “Compensation Actually Paid” and TSR

    (1) “Compensation Actually Paid” and TSR

  115. (2) “Compensation Actually Paid” and Net Income

    (2) “Compensation Actually Paid” and Net Income We have selected non-GAAP ICP Adjusted Diluted EPS as the most important performance factor used to determine executive pay, as the sole performance metric for our 3-year long-term PSU awards, which is the largest component of executive pay.

  116. (3) “Compensation Actually Paid” and Non-GAAP ICP Adjusted Diluted EPS

    (3) “Compensation Actually Paid” and Non-GAAP ICP Adjusted Diluted EPS

  117. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  118. 2023 Director Compensation Table

    2023 Director Compensation Table Directors who are employees of the Company receive no additional compensation for serving on the Board or its Committees. The following table contains information regarding the compensation that the Company paid to the non-employee Directors in 2023.

  119. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Marco Alverà | $130,000 | $176,250 | $60 | $306,310 | | Jacques Esculier | $120,250 (3) | $176,250 | $60 | $296,560 | | Gay Huey Evans | $118,750 | $176,250 | $11,285 | $306,285 | | William D. Green | $128,500 | $176,250 | $60 | $304,810 | | Stephanie C. Hill | $113,500 | $176,250 | $10,060 | $299,810 | | Rebecca Jacoby | $115,000 | $176,250 | $60 | $291,310 | | Robert P. Kelly | $128,500 (3) | $176,250 | $25,060 | $329,810 | | Ian P. Livingston | $120,250 | $176,250 | $50,060 | $346,560 | | Deborah D. McWhinney | $120,250 | $176,250 | $50,060 | $346,560 | | Maria R. Morris | $136,500 | $176,250 | $50,060 | $362,810 | | Richard E. Thornburgh | $269,750 | $176,250 | $50,060 | $496,060 | | Gregory Washington | $118,750 (4) | $176,250 | $50,060 | $345,060 |

  120. 2023 Director Compensation Table

    (1) Represents grant date fair value calculated in accordance with FASB ASC Topic 718 for deferred stock credited under the Director Deferred Stock Ownership Plan, as described below. The assumptions used to calculate the grant date fair value of the deferred share credits were in accordance with FASB ASC Topic 718 as disclosed in Footnote 8 to the 2023 Consolidated Financial Statements, which appear in the Company’s Form 10-K filed with the SEC on February 9, 2024. The awards outstanding under this Plan as of December 31, 2023, further described beginning on page 114 of this Proxy Statement, are as follows:

  121. 2023 Director Compensation Table

    | Name | # of Shares | | Marco Alverà | 3,628 | | Jacques Esculier | 736 | | Gay Huey Evans | 442 | | William D. Green | 13,748 | | Stephanie C. Hill | 3,787 | | Rebecca Jacoby | 6,597 | | Robert P. Kelly | 729 | | Ian P. Livingston | 998 | | Deborah D. McWhinney | 442 | | Maria R. Morris | 4,068 | | Richard E. Thornburgh | 14,319 | | Gregory Washington | 687 |

  122. 2023 Director Compensation Table

    Represents life insurance premiums in the amount of $60,000 for all Directors and Company-made contributions under the S&P Global Matching Gift Program as follows:

  123. 2023 Director Compensation Table

    | Name | Company Charitable Match | | Gay Huey Evans | $11,225 | | Stephanie Hill | $10,000 | | Robert Kelly | $25,000 | | Ian P. Livingston | $50,000 | | Deborah D. McWhinney | $50,000 | | Maria R. Morris | $50,000 | | Richard E. Thornburgh | $50,000 | | Gregory Washington | $50,000 |

  124. 2023 Director Compensation Table

    (3) Voluntarily elected to fully defer all of this payment under the Director Deferred Stock Ownership Plan. (4) Voluntarily elected to defer all of this payment under the Director Deferred Compensation Plan.

  125. DIRECTOR COMPENSATION AND GOVERNANCE

    DIRECTOR COMPENSATION AND GOVERNANCE

  126. Overview of Key Best Practices

    | DIRECTOR COMPENSATION PRACTICE | | COMPANY POLICY | MORE DETAIL | | ✔ | Emphasis on Equity Compensation | The most significant portion of non-employee Director compensation is the annual equity grant payable as an annual deferred share award. | Pg. 114 | | ✔ | Holding Requirement | Our non-employee Directors must hold all equity compensation granted to them in the form of deferred share credits during their tenure until they retire, and shares of the Company’s common stock underlying these awards are not delivered until following a Director’s termination of Board membership. | Pg. 115 | | ✔ | Robust Stock Ownership Guidelines | Our Director stock ownership guidelines require Directors to acquire five times (5x) the cash component of the annual Board retainer in Company stock within five years of election to the Board. | Pg. 115 | | ✔ | Anti-Hedging and Anti-Pledging Policy | Our anti-hedging and anti-pledging policy prohibits Directors from engaging in hedging and pledging transactions related to Company stock. | Pg. 115 |

  127. Director Compensation Program

    Director Compensation Program The Nominating and Corporate Governance Committee, comprised of independent Directors, periodically reviews the competitiveness of the Company’s non-employee Director compensation based on pay practices among the Company’s Proxy Peer Group, as described on page 63 of this Proxy Statement, and broader general industry practices for similarly sized companies in the S&P 500. The Nominating and Corporate Governance Committee recommends any changes to the Director compensation program in connection with this review to the Board.

  128. Non-Employee Director Compensation Design Changes

    Non-Employee Director Compensation Design Changes During 2023, the Committee engaged Pay Governance LLC, an independent compensation consultant, to review director compensation survey data and advise the Committee on changes, if any, to non-employee Director compensation. Based on the Committee’s review of the competitive market analysis and advice of Pay Governance, which indicated director compensation was well below the 25th percentile of our Proxy Peer Group, the Committee recommended, and the Board approved, the following changes, effective starting October 1, 2023, to deliver more market competitive total pay at median compensation levels:

  129. Non-Employee Director Compensation Design Changes

    | Compensation Elements | 2023 | | | | Effective January 1 - September 30 (Prorated) | Effective October 1 - December 31 (Prorated) | | Annual Cash Retainer | $90,000 | $100,000 | | Board Non-Executive Chair Annual Cash Retainer | $150,000 | $175,000 | | Board and Committee Fees | None | None | | Annual Committee Chair Cash Retainer | | | | Audit Chair | $15,000 | $20,000 | | Compensation, Nominating and Finance Chair | $15,000 | $15,000 | | Annual Committee Member Cash Retainer | | | | Audit Committee | $15,000 | $18,000 | | Compensation and Nominating Committees | $10,000 | $12,000 | | Finance Committee | $12,000 | $12,000 | | Annual Deferred Share Credit | $160,000 | $225,000 |

  130. Non-Employee Director Compensation Design Changes

    In connection with these changes, we are also asking shareholders to approve an Amended and Restated Director Deferred Stock Ownership Plan, permitting us to increase the value of the annual deferred share award to $225,000, while also introducing meaningful, annual limits on any future increases to total Director compensation. We believe these changes to total Director compensation preserve our program’s emphasis on deferred equity compensation, which aligns the interests of our Directors with the financial performance of the Company and promotes long-term shareholder value. See “Item Three — Proposal to approve the Company’s Director Deferred Stock Ownership Plan, as Amended and Restated” beginning on page 116 of this Proxy Statement for more details regarding the proposed plan changes. The last time the Committee made any changes to the non-employee director compensation program was in 2018, in connection with the last competitive analysis performed by Pay Governance LLC.

  131. Overview of Non-Employee Director Compensation

    Overview of Non-Employee Director Compensation For a summary of current non-employee director compensation and the compensation paid to our non-employee directors in 2023, see the “2023 Director Compensation Table” on page 112 and the “Director Compensation and Governance” section on pages 113 through 115 of this Proxy Statement.