DEF 14A of S&P Global Inc., Mar 25, 2025

DEF 14A of S&P Global Inc.

Filed Mar 25, 2025 · FY20240001104659-25-027558

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 Gay Huey Evans, Robert P. Kelly, Douglas L. Peterson, and Richard E. Thornburgh, are being nominated at this Annual Meeting for one-year terms, which will expire at the Annual Meeting in 2026 (See Item 1 on page 6). Gay Huey Evans, Robert P. Kelly, Douglas L. Peterson and Richard E. Thornburgh are not standing for re-election and will retire from the Board at the 2025 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 of Directors recommends that you vote FOR each of the following Director Nominees: •

  3. Director Nominees

    Director Nominees Our Board has nominated the following nine Director nominees to stand for election at the Annual Meeting to serve one-year terms that will expire at the 2026 Annual Meeting. All nominees are currently serving as Directors of the Company and, with the exception of Martina Cheung (who succeeded Douglas Peterson as President and CEO of the Company on November 1, 2024), have been previously elected by our shareholders. Gay Huey Evans, Robert P. Kelly, Douglas L. Peterson, and Richard E. Thornburgh, current directors, are not standing for re-election. Set forth below is information regarding each of the nine Director nominees. Please see pages 107 through 112 of this Proxy Statement for voting information. For each Director nominee’s biography, we have highlighted certain notable skills and qualifications that the Nominating Committee reviewed and considered when recommending the Director nominee. Committee membership is identified for appointments held as of January 1, 2025.

  4. Director Nominees

    | | Marco Alverà, 49 | | | | Independent Director Since 2017 | Committees: Finance (Chair), Executive, Nominating Other Current Listed Company Directorships: None | | | | | | Career Highlights Marco Alverà is Group Chief Executive Officer of Tree Energy Solutions, an LNG and new energy company, since June 2022 and Co-Founder of Zhero. Previously, he served as Chief Executive Officer of Snam S.p.A., Europe’s leading natural gas utility, from 2016 to 2022. 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 in M&A 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 energy markets. | | |

  5. Director Nominees

    | | Martina L. Cheung, 49 | President and Chief Executive Officer | | | | Director Since 2024 | Committees: Executive Other Current Listed Company Directorships: None | | | | | | Career Highlights Martina L. Cheung is President, CEO, and a member of the Board of Directors of S&P Global. Previously, Ms. Cheung was President of S&P Global Ratings and served as the Executive Lead of S&P Global Sustainable1. Earlier, she was President of S&P Global Market Intelligence. Ms. Cheung joined the Company in 2010 as Vice President of Operations for S&P Global Ratings and went on to serve as S&P Global’s Chief Strategy Officer. She also was Head of Risk Services for S&P Global Market Intelligence. Prior to joining S&P Global, Ms. Cheung worked for Accenture’s Financial Services Strategy group and later as a Partner at Mitchell Madison Consulting. Other Professional Experience and Community Involvement Ms. Cheung was named one of the Most Powerful Women in Finance by American Banker and included on the list of Influential Women in Institutional Investing by Pensions & Investments in 2024. Also in 2024, INvolve named her to its 100 Empower Executives list for the second consecutive year. Ms. Cheung received the Merit Award from The Women’s Bond Club in 2022. In addition, she was honored at the 2022 Ascend A-List Awards for advancing Pan-Asian professionals, and she was inducted into the Academy of Women Leaders by the YWCA New York City in 2016. Ms. Cheung is a member of the Council on Foreign Relations, the Economic Club of New York, and served on the U.S. Commodity Futures Trading Commission’s (CFTC) subcommittee on Climate-Related Market Risk. Ms. Cheung serves on the Board of Trustees for Catholic Charities New York and was a member of the Board of CRISIL, a global analytics company and India’s leading credit ratings agency. She holds a bachelor’s degree in commerce and a master’s degree in business studies from National University of Ireland, Galway. | | |

  6. Director Nominees

    | | Jacques Esculier, 65 | | | | Independent Director Since 2022 | 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. | | |

  7. Director Nominees

    | | William D. Green, 71 | | | | Independent Director Since 2011 | Committees: Compensation, Nominating 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. Earlier in his career, he led the Resources and Communication/High-Tech Operating Groups 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 lead Director of EMC Corporation from July 2013 to August 2016 and has been a Director of Dell Technologies since 2016. Mr. Green has been a Director at Inovalon Holdings and Syniti. He is also a Director at BMC Software and Advisor360. 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. | | |

  8. Director Nominees

    | | Stephanie C. Hill, 60 | | | | Independent Director Since 2017 | Committees: Compensation (Chair), Executive, Nominating Other Current Listed Company Directorships: None | | | | | | Career Highlights Ms. Hill is President, 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: Executive Vice President, 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 has been recognized for her career achievements and community outreach, especially in the advancement of STEM education. She was listed among Savoy Magazine’s 2020 Most Influential Black Executives in Corporate America; Black Enterprise’s 2019 Most Powerful Women in Corporate America; EBONY Magazine’s Power 100; and Computerworld’s Premier 100 IT Leaders. Hill was named as the U.S. Black Engineer of the Year by Career Communications Group in 2014 and was honored by The World Trade Center Institute in 2015 with their Maryland International Business Leadership Award. In 2013, she received the Corporate Heroine in Technology Award from the March of Dimes and the Armed Forces Communications and Electronics Association. Deeply committed to the development of others, Hill serves as a mentor to many students and professionals. Ms. Hill graduated with high honors from the University of Maryland, Baltimore County with a Bachelor of Science degree in computer science and economics. She received an honorary doctorate from the university in 2017. | | |

  9. Director Nominees

    | | Rebecca Jacoby, 63 | | | | Independent Director Since 2014 | Committees: Audit (Chair), Executive, Finance 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. | | |

  10. Director Nominees

    | | Ian Paul Livingston, 60 | | | | Independent Director Since 2020 | 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. | | |

  11. Director Nominees

    | | Maria R. Morris, 62 | | | | Independent Director Since 2016 | Committees: Nominating (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 Ms. Morris presently sits on the Board of Wells Fargo & Company where she chairs the Risk Committee. She is also a Board member of Allstate and privately-held Resolution Life, where she chairs the Compensation Committee. Ms. Morris is the Vice-Chair of Catholic Charities of NY and a member of the Board of Directors of Helen Keller International. | | |

  12. Director Nominees

    | | Gregory Washington, 59 | | | | Independent Director Since 2021 | Committees: Audit, Compensation 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. | | |

  13. Committees of the Board of Directors

    Committees of the Board of Directors The Company has standing Nominating, Audit, and Compensation Committees. The Chair of each Committee reports to the full Board as appropriate from time to time. Each standing Committee has a Charter that is reviewed by the respective Committee at least annually and by the Nominating Committee on a regular basis. In addition to these three standing Committees, the Board has an Executive Committee and a Finance Committee. A brief description of the Committees follows.

  14. Committees of the Board of Directors

    | Maria Morris (Chair) Other Members: Marco Alverà William D. Green Stephanie C. Hill Robert P. Kelly* Richard E. Thornburgh* All current members of the Committee are independent as defined in the rules of the NYSE | Nominating and Corporate Governance Committee | | | Roles & Responsibilities The Nominating Committee’s primary responsibilities include, among other matters: • Recommending to the Board the general criteria for selection of Director nominees and evaluating possible candidates to serve on the Board; • Recommending to the Board appropriate compensation to be paid to Directors; • Determining whether any material relationship between a non-management Director and the Company might exist that would affect that Director’s status as independent; • Making recommendations, from time to time, to the Board as to matters of corporate governance and periodically monitoring the Board’s performance; and • Reviewing with the Board succession plans for the Chief Executive Officer. Governance, Operations & Procedures The Committee has a Charter that can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com. Committee Advisors The Committee periodically engages the services of Pay Governance LLC, an independent compensation consultant, to review director compensation, and various independent third-party search firms to assist with Board succession planning and new director searches. In 2024, the Committee engaged the services of Heidrick & Struggles, AlixPartners, and Joele Frank to assist with management succession planning and related communications, including with respect to the selection and announcement of Martina Cheung as the new President and Chief Executive Officer of the Company, effective November 1, 2024. |

  15. Committees of the Board of Directors

    *Mr. Kelly and Mr. Thornburgh are not standing for re-election and will retire from our Board at the 2025 Annual Meeting.

  16. Committees of the Board of Directors

    | Marco Alverà (Chair) Other Members: Jacques Esculier Rebecca Jacoby Ian Livingston Maria Morris All current members of the Committee are independent as defined in the rules of the NYSE | Finance Committee | | | Roles & Responsibilities The Finance Committee oversees the Company’s financial risks, with particular emphasis on the Company’s capital allocation philosophy, treasury matters, major expenditures, key strategic decisions, and financial risk management. The Finance Committee’s primary responsibilities include, among other matters: • Reviewing the Company’s financial affairs with senior management, particularly the Company’s Medium Range Plan; • Reviewing management’s proposals, including those relating to share issuance, payment (or non-payment) of dividends on the Company’s common and preferred stock, and proposed share repurchase programs, and, either making recommendations to the Board regarding such matters, or approving such matters and thereafter reporting such approval to the Board; • Reviewing management’s proposals, including those relating to the Company’s financing arrangements, including loans and capital markets transactions, and, either making recommendations to the Board regarding such matters, or approving such matters and thereafter reporting such approval to the Board; • Reviewing management’s proposals, including those relating to major acquisitions or divestitures, joint ventures and strategic alliances and major capital expenditures, and, either making recommendations to the Board regarding such matters, or approving such matters and thereafter reporting such approval to the Board; • Reviewing management’s proposed technology and innovation expenditures and associated budgets and risks and, either making recommendations to the Board regarding such matters, or approving such matters and thereafter reporting such approval to the Board; and • Reviewing the investment performance of the Company’s retirement and profit-sharing funds and the adequacy of the Company’s insurance and self-insurance programs. Governance, Operations & Procedures The Committee has a Charter that can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com. |

  17. Committees of the Board of Directors

    | Stephanie C. Hill (Chair) Other Members: Gay Huey Evans* William D. Green Robert P. Kelly* Richard E. Thornburgh* Gregory Washington All current members of the Committee are independent as defined in the rules of the NYSE | Compensation and Leadership Development Committee | | | Roles & Responsibilities The Compensation Committee’s primary responsibilities include, among other matters: • Establishing an overall total compensation philosophy for the Company, including conducting periodic reviews of the philosophy to ensure it supports the Committee’s objectives and shareholder interests; • Administering and interpreting the Company’s incentive compensation plans, including the Key Executive Short-Term Incentive Compensation Plan, the 2019 Stock Incentive Plan, and all other compensation and benefits plans in which the Company’s senior management participates; • Establishing performance objectives and approving awards and payments in connection with the Company’s incentive compensation plans to ensure consistency with the Company’s financial and strategic plans and objectives; • Reviewing and approving the corporate goals and objectives for the Chief Executive Officer’s performance, evaluating the Chief Executive Officer’s performance, and establishing the Chief Executive Officer’s total compensation; • Establishing and approving the compensation to be paid to the Chief Executive Officer’s direct reports and approving the overall design of the total executive compensation program, with the discretion to approve individual compensation decisions delegated to the Chief Executive Officer; • Reviewing the succession and development plans for executives and other key talent below the direct reports to the Chief Executive Officer; • Overseeing and reviewing the Company’s culture and policies and strategies related to human capital management; • Reviewing, on at least an annual basis, the Company’s compensation plans and programs to ensure they do not encourage unnecessary or imprudent risk-taking; and • Providing oversight of the Company’s clawback and pay recovery policies. Governance, Operations & Procedures Additional information regarding the Committee’s governance, operations and procedures is provided below: • All current members of the Committee are independent as defined in the rules of the NYSE and qualify as “non-employee directors” (as defined under Rule 16b-3 under the Securities Exchange Act of 1934). • The Committee has a Charter that can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com. Committee Advisors The Committee has sole authority to retain and terminate all external consultants, to commission surveys or analyses that it determines necessary to fulfill its responsibilities, and to approve the fees of all such external consultants. The Committee utilizes the services of Pay Governance LLC as its external compensation advisor for all matters concerning the Company’s senior management compensation programs. Pay Governance LLC provides no other executive compensation consulting or other services to the Company or its management other than advice provided to the Nominating Committee on an ad-hoc basis with respect to director compensation. Pay Governance LLC works in cooperation with Company management on matters that come before the Committee but always in its capacity as the Committee’s independent advisor and representative. The Committee has entered into a consulting agreement with Pay Governance LLC that specifies the nature and scope of its responsibilities, which include: (1) reviewing Committee agendas and supporting materials in advance of each meeting and raising questions or issues with management and the Committee Chair, as appropriate; (2) at the Committee’s direction, working with management on major proposals in advance of finalization by, and presentation to, the Committee; (3) reviewing drafts of the Company’s Compensation Discussion and Analysis and the Compensation Committee Report and related tables for incorporation in the Company’s Proxy Statement each year; (4) evaluating the chosen compensation peer group and survey data for competitive comparisons; (5) reviewing competitive data on the compensation of the NEOs and providing independent analyses and recommendations on the Chief Executive Officer’s compensation to the Committee; and (6) proactively advising the Committee on best practices for Board governance of executive compensation. In accordance with the Committee’s policy on assessing advisor independence, the Committee determined in 2024 that there were no conflicts of interest or issues related to independence that would impact the advice to the Committee from Pay Governance LLC. For a further discussion of the role of the Committee in assessing performance and determining compensation with respect to our named executive officers, see pages 43 through 47 of this Proxy Statement. |

  18. Committees of the Board of Directors

    *Mr. Kelly, Mr. Thornburgh, and Ms. Huey Evans are not standing for re-election and will retire from our Board at the 2025 Annual Meeting.

  19. Committees of the Board of Directors

    | Rebecca Jacoby (Chair) Other Members: Jacques EsculierE Gay Huey Evans*E Ian P. LivingstonE Gregory Washington All current members of the Committee are independent as defined in the rules of the NYSE E Denotes Committee members who are considered “financial experts” as defined in the rules of the SEC and NYSE | Audit Committee | | | Roles & Responsibilities The Audit Committee oversees the accounting and financial reporting processes of the Company, the audits of the Company’s financial statements, and the Company’s risk management process and compliance programs. As part of these responsibilities, the Audit Committee’s primary duties include, among other matters, assisting with the Board’s oversight of: • The integrity of the Company’s financial statements; • The Company’s internal accounting controls, disclosure controls and procedures, and internal controls over financial reporting; • The qualifications and independence of the Company’s independent auditors; • The performance of the Company’ internal audit function and independent auditors; • The Company’s compliance with legal and regulatory requirements as well as the Company’s standards of business conduct, codes of ethics, and internal policies; and • Key risks of the Company. Governance, Operations & Procedures Additional information regarding the Committee’s governance, operations and procedures is provided below: • The Audit Committee Report, starting on page 102 of this Proxy Statement, summarizes certain important actions of the Committee taken during the Company’s 2024 fiscal year. • The Committee has a Charter that can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com. • The Board has determined that all members of the Audit Committee are financially literate, and three members of the Audit Committee qualify as “financial experts” as defined in the rules of the SEC and the NYSE. There is a brief listing of the qualifications of the Director nominees who are Committee members in their respective biographies can found on pages 20 through 24 of this Proxy Statement. |

  20. Committees of the Board of Directors

    *Ms. Huey Evans is not standing for re-election and will retire from our Board at the 2025 Annual Meeting.

  21. Committees of the Board of Directors

    | Richard E. Thornburgh* (Chair) Other Members: Marco Alverà Martina Cheung Stephanie C. Hill Rebecca Jacoby Maria Morris | Executive Committee | | | Roles & Responsibilities • The Executive Committee has all the authority of the Board, except for those actions not permitted by Section 712 of the Business Corporation Law of the State of New York. • The Chair of the Board serves as the Chair of the Executive Committee. |

  22. Committees of the Board of Directors

    *Mr. Thornburgh is not standing for re-election and will retire from our Board at the 2025 Annual Meeting.

  23. EXECUTIVE COMPENSATION MATTERS COMPENSATION DISCUSSION AND ANALYSIS

    | | I. EXECUTIVE SUMMARY AND 2024 FINANCIAL PERFORMANCE | | | | 2024 Named Executive Officers | 32 | | | 2024 CEO and Executive Leadership Team Transition | 32 | | | Compensation Philosophy | 33 | | | Financial Performance Highlights | 34 | | | Pay-for-Performance Overview | 37 | | | Say-on-Pay | 37 | | | History of Executive Compensation Program Changes | 38 | | | Overview of Key Best Practices | 39 | | | II. COMPENSATION FRAMEWORK | | | | Compensation Objectives | 40 | | | Pay Mix | 40 | | | Overview of Pay Elements | 42 | | | III. ASSESSING PERFORMANCE AND DETERMINING COMPENSATION | | | | Roles and Responsibilities | 43 | | | Setting Compensation | 44 | | | Executive Leadership Team Transition Compensation Adjustments | 46 | | | IV. CEO AND NEO COMPENSATION | | | | 2024 Financial Performance Overview | 48 | | | CEO Variable Pay Decisions | 49 | | | Former CEO Variable Pay Decisions | 50 | | | Other NEO Variable Pay Decisions | 51 | | | Base Salaries | 55 | | | Short-Term Annual Incentive Plan | 55 | | | Long-Term Incentive Program | 61 | | | Benefits and Perquisites | 63 | | | V. RISK MANAGEMENT AND GOVERNANCE FEATURES | | | | Severance Benefits (Regular and Change-in-Control) | 65 | | | Stock Ownership Guidelines | 66 | | | Risk and Control | 66 | | | Pay Recovery (Clawback) Policies | 66 | | | Insider Trading Policies and Prohibition on Hedging and Pledging | 67 | | | Employment Agreements and other NEO Arrangements | 67 | | | Tax and Accounting Considerations | 68 | | | Compensation Committee Report | 68 |

  24. Total Shareholder Return

    Total Shareholder Return In 2024, our total shareholder return was approximately 13%, which was in line with the 13% return of our Form 10-K peer group, but short of the 25% return of the S&P 500. As indicated in the performance graph to the right, our cumulative total shareholder return over the previous five years is 7% higher than our Form 10-K peer group and 4% lower than the performance indicator of the S&P 500. Returns assume $100 invested on December 31, 2019 and total return includes reinvestment of dividends through December 31, 2024. Reflects the peer group used in the Company’s Form 10-K filed with the SEC on February 11, 2025, consisting of: Moody’s Corporation, CME Group Inc., MSCI Inc., FactSet Research Systems Inc., Verisk Analytics, Inc., and Intercontinental Exchange, Inc.

  25. 2024 STIC Funding and 2022-2024 Long-Term Incentive Payout

    2024 STIC Funding and 2022-2024 Long-Term Incentive Payout The Company had strong operational and financial performance in 2024 and made substantial progress towards achieving the medium-term targets set during Investor Day. The Company achieved revenue growth across all divisions, as well as strong operating margin expansion and EPS growth. As a result, enterprise level STIC funded at 151.29% of target for 2024. However, the impact of 2022 Ratings revenue decline and macroeconomic challenges in the 2022-2024 performance period for the 2022 Long-Term Performance Share Unit (“PSU”) Award resulted in the 2022 PSU Award earning below target at 40.07% (see page 62 of this Proxy statement).

  26. 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 86% of our current CEO (in effect as of November 1, 2024) (and 92% for 2025), 94% of our former CEO (in effect prior to November 1, 2024) and 83% of our other NEOs’ (excluding our former CFO) 2024 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 maximum 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. 40-42 | | ✔ | 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. 66 | | ✔ | 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 NEOs. | Pg. 37 | | ✔ | 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. 11-12 | | ✔ | Pay Recovery (Clawback) Policies | Our pay recovery policies give us the right to cancel and recoup both time-based and performance-based cash incentive and long-term incentive award payments received by covered active and former employees under various circumstances, including misconduct and financial restatements. | Pgs. 66-67 | | ✔ | Anti-Hedging and Anti-Pledging Policy | Our insider trading policies prohibit Directors, officers and other designated employees from engaging in hedging and pledging transactions related to Company stock. | Pg. 67 |

  27. Pay Mix

    Pay Mix In establishing an appropriate mix of fixed and variable pay to reward Company, line of business and individual performance, the Compensation Committee balances the importance of meeting our short-term business goals with the need to create shareholder value and drive growth over the longer term. Our integrated compensation framework heavily weights variable compensation to encourage performance and reward achievements against pre-established, quantifiable financial and non-financial performance objectives and individual strategic performance objectives. In addition, because a significant portion of variable compensation is delivered in the form of long-term incentive awards which vest over three years, the value ultimately realized by our executives from these awards depends on company financial performance and stockholder value creation, as measured by the future value of our stock price. These pay mixes reflect the following compensation elements: • For Ms. Cheung, her 2024 target compensation mix reflects the base salary and annual incentive target that went into effect on November 1, 2024 upon her promotion to CEO, and her long-term incentive target in effect for 2024 in respect of her role as President of S&P Global Ratings. Ms. Cheung’s 2025 target compensation mix reflects the increase to her long-term incentive target that was approved in 2024 to reflect her promotion to CEO, but which did not take effect until the annual 2025 long-term incentive grants were made, as discussed on page 61 of this Proxy Statement. • For Mr. Peterson, reflects the 2024 base salary, annual incentive target and long-term incentive target in effect prior to his resignation as CEO. • For the other NEOs, reflects base salaries and annual incentive targets that went into effect on November 1, 2024 for certain of our NEOs who received compensation increases as of such date, and long-term incentive targets in effect for 2024. Increases to long-term incentive targets approved in 2024 for certain of our NEOs did not go into effect until the annual 2025 long-term incentive grants were made, as discussed on page 61 of this Proxy Statement.

  28. Overview of Pay Elements

    | | | ELEMENT | | DESCRIPTION | LINK TO STRATEGY & BUSINESS | MORE DETAIL | | A N N U A L | F I X E D | Base Salary | | • Market competitive fixed pay, reflective of individual experience, tenure in role, scope of responsibility, leadership skills and other abilities. • Reviewed on an annual basis (or an ad hoc basis for role changes or other exigent circumstances) against individual performance and compensation market data and adjusted, as appropriate, to maintain market alignment. | • Competitive base salaries help attract and retain key executive talent. • Material adjustments are based on individual performance and market data and are not guaranteed. | Pg. 55 | | | V A R I A B L E / P E R F O R M A N C E | B A S E D | Short-Term Annual Incentive | | • Performance-based cash compensation dependent on performance against annually established criteria, weighted 70% on Company business objectives and 30% on individual goals (described in detail below). • Our NEOs are assigned a target incentive award with the actual award calculated as a percentage of this target. • The maximum incentive award payout is capped at 200% of the target award. | • Rewards performance to achieve short-term business objectives that draw focus to both top-line and bottom-line growth measured by annual organic revenue and increased profitability. We believe this ultimately creates greater efficiencies, and drives increased long-term shareholder value. • Motivates executives to deliver individual performance against strategic objectives. | Pg. 55 | | L O N G | T E R M | | Long-Term Incentives | PSUs | • 70% of the target total long-term incentive award value for our NEOs. • For 2024, based on three-year cumulative non-GAAP ICP Adjusted EPS goal with maximum earnings potential capped at 200% of the target award. • Awards vest upon completion of the three-year performance period, subject to continued employment, and are settled upon the Compensation Committee’s certification of performance. No dividends are paid on unearned PSUs. | • These long-term incentive awards promote executive share ownership and alignment with shareholders’ interest in the Company’s long-term growth. • Plan design ensures that executives have compensation that is performance-based for longer periods of time and mitigates excessive risk-taking over a long-term horizon. • Awards are subject to full or partial forfeiture in the event that an executive terminates employment. • Long-term incentive awards are generally granted to our NEOs on an annual basis on March 1. • We do not currently grant awards of stock options, stock appreciation rights or similar option-like instruments; therefore, we do not have any policies or practices on the timing of such awards in relation to the disclosure of material nonpublic information. | Pg. 61 | | | | | RSUs | • 30% of the target total long-term incentive award value for our NEOs. • The ultimate value of the RSUs is tied to Company performance through stock price. • For 2024, annual cycle awards vest ratably on each of the three fiscal year-end dates following the grant date of the award, subject to continued employment through such vesting dates. No dividends are paid on unearned RSUs. | | | | | | Other | | • Health, welfare and retirement programs. | • NEOs generally participate in the same benefit programs that are offered to other salaried employees. | Pg. 63 | | | | | | • Limited perquisites. | • Reasonable, limited perquisites are provided to executives to facilitate strong performance on the job, enhance their productivity and ensure business continuity. | Pg. 63 |

  29. 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 2024, 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.

  30. 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.

  31. 2024 and 2025 Proxy Peer Group Companies

    2024 and 2025 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 2023 Proxy Peer Group, to serve as market reference points for compensation planning and for purposes of setting the 2024 and 2025 compensation targets for our NEOs.

  32. Peer Group Selection Criteria

    Peer Group Selection Criteria

  33. Peer Group Selection Criteria

    | Size & Scale | Industry & Business Model | Talent Competitors | Shareholder Advisor Peers | | Similarly sized companies from a revenue and market capitalization perspective | Companies that share our industry with similar lines of business and reflect our evolving business model | Competitors for executive talent with significant New York presence | Companies that broadly align with proxy advisory peer groups |

  34. Peer Group Selection Criteria

    | 2024 and 2025 Proxy Peer Group Companies | | | • American Express • Automatic Data Processing • BlackRock • CME Group • Fidelity National Information Services • Fiserv • Intercontinental Exchange • Marsh & McLennan | • Mastercard • Moody’s Corporation • PayPal • State Street • T. Rowe Price Group • The Charles Schwab Corporation • Thomson Reuters • Visa |

  35. Peer Group Selection Criteria

    In terms of size, as shown in the table below, at the end of 2024, 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 Proxy Peer Group.

  36. Peer Group Selection Criteria

    | 2024 Proxy Peer Group | Revenue ($ billions) | Market Cap. ($ billions) | | 25th Percentile | $8.77 | $80.62 | | Median | $19.75 | $94.76 | | 75th percentile | $25.39 | $140.91 | | S&P Global | $14.21 | $153.31 |

  37. Peer Group Selection Criteria

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

  38. 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 the 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 37 of this Proxy Statement. For all of our NEOs, 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 target compensation may be positioned above or below the market range 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.

  39. Setting Target Compensation for New Executive Leadership Team

    Setting Target Compensation for New Executive Leadership Team In structuring the compensation packages of our continuing NEOs in connection with the Executive Leadership Team Transition, the Compensation Committee focused on adhering to the objectives of our executive compensation philosophy, including pay-for-performance and maintaining an appropriately balanced pay mix, as well as on the need for continuity and retention during a critical period of transition. To assess and refine the compensation values and mix of the new Executive Leadership Team, we conducted an updated mid-year benchmarking in connection with the Executive Leadership Team Transition, similar to the annual benchmarking process, utilizing external market data and survey data from companies in our Proxy Peer Group that participated in the Willis Towers Watson Executive Compensation Survey. The Compensation Committee reviewed and analyzed the benchmarking data with support and input from Pay Governance. When analyzing the benchmarking data to inform its compensation decisions, the Compensation Committee took into account factors including, but not limited to: • experience and tenure with the Company; • job responsibilities and complexity, including any material expansions thereto; • leadership roles and contributions to the Company; • internal pay consistency; • retentive nature of the proposed compensation package; and • future trajectory and positioning within the range of market compensation for our Proxy Peer Group. In light of the promotions and expanded roles for our continuing NEOs set forth above, and following the Compensation Committee’s detailed review, the Compensation Committee approved the following target compensation packages for the continuing NEOs, effective November 1, 2024, as shown in the below table and further described below in this CD&A.

  40. Setting Target Compensation for New Executive Leadership Team

    | Executive | Base Salary | Target Annual Incentive Bonus | Target Long-Term Incentives | Target Total Direct Compensation | | Martina Cheung | $1,000,000 | $2,250,000 | $9,000,000 | $12,250,000 | | Saugata Saha | $700,000 | $1,350,000 | $3,250,000 | $5,300,000 | | Steve Kemps | $625,000 | $1,000,000 | $2,850,000 | $4,475,000 | | Sally Moore (1) | $625,000 | $1,000,000 | $2,500,000 | $4,125,000 |

  41. RSU Awards to Support Critical Transition Period

    RSU Awards to Support Critical Transition Period In addition to the compensation adjustments described above, the Compensation Committee also approved one-time RSU awards to Mr. Craig and Ms. Moore during 2024. Following close consultation with Pay Governance, the Compensation Committee determined to grant such RSU awards as part of an intentional approach, outside of the annual compensation program, to support leadership continuity and incentivize continued momentum advancing the Company’s strategy and creating long-term shareholder value at a time of transition. • In February 2024, Chris Craig received a one-time grant of RSUs with a value of $1,000,000, in connection with his increased responsibilities as Interim CFO and leadership of our financial operations at a key transitional period for the Company. Mr. Craig served as Interim CFO from February 2024 through February 2025. The award is scheduled to vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through each applicable vesting date. • In November 2024, Sally Moore received a one-time grant of RSUs with a value of $3,000,000, in connection with her new role as Chief Client Officer, leading enterprise commercial strategy, and her increased responsibilities driving strategic growth through centralized strategic account management at scale. The award is scheduled to vest in full on the third anniversary of the grant date, subject to continued employment through the vesting date. These awards are not considered to be part of the annual target long-term incentive opportunity for Mr. Craig and Ms. Moore.

  42. Senior Advisor Agreement with Mr. Peterson

    Senior Advisor Agreement with Mr. Peterson In connection with Mr. Peterson’s retirement as President and CEO, the Company and Mr. Peterson entered into an agreement (the “Peterson Advisor Agreement”) setting forth the terms of Mr. Peterson’s ongoing non-executive role as a Senior Advisor and employee. Under the Peterson Advisor Agreement, Mr. Peterson reports to Ms. Cheung and to the Board, supporting the transition of responsibilities and providing counsel to Ms. Cheung and the Board, during the period from November 1, 2024 (the “Transition Date”) until the earliest of December 31, 2025 or Mr. Peterson’s resignation, death or termination of employment due to disability or cause (the “Transition Period”). During the Transition Period, Mr. Peterson will receive a base salary at an annual rate of $1,500,000, and will be eligible for a 2025 annual bonus target of $3,500,000 on the same terms and conditions as our other NEOs, except that up to 30% of the 2025 bonus allocation will be determined by the Compensation Committee based on its assessment of Mr. Peterson’s performance under the Peterson Advisor Agreement, and payment of such 2025 bonus will be subject to Mr. Peterson’s execution and non-revocation of a release. The Peterson Advisor Agreement did not alter Mr. Peterson’s eligibility for a 2024 annual bonus, the target amount of such bonus or the other terms thereof. In addition, Mr. Peterson was granted an award of restricted stock units on January 1, 2025, with a value of $5,000,000, to continue to align his interests with long-term value creation for our shareholders throughout the transfer of his responsibilities during an important transition period. Such restricted stock unit award will vest on December 31, 2025 (or, if earlier, Mr. Peterson’s death or termination due to disability), subject to Mr. Peterson’s continued employment through the vesting date and to his execution and non-revocation of a release. Mr. Peterson’s outstanding equity awards will continue to vest and be treated in accordance with their terms during and at the completion of the Transition Period. While Mr. Peterson continues to participate in the same employee benefit plans and programs as prior to the Transition Date, he is no longer eligible to participate in the Senior Executive Severance Plan (described below in this CD&A) or any other severance plan of the Company. Mr. Peterson remains subject to certain restrictive covenants, including relating to non-competition, non-solicitation, confidentiality and non-disparagement, and Mr. Peterson’s breach of any of the restrictive covenants will be grounds for a termination for cause and the cessation of all payments to Mr. Peterson under the Peterson Advisor Agreement.

  43. 2024 Actual Annual Incentive Payout

    2024 Actual Annual Incentive Payout Ms. Cheung received a payout of $2,615,748, representing 160.97% of her blended target award. The Compensation Committee’s decision was based on Ms. Cheung’s 2024 performance, the Company’s business results and progress toward our strategic initiatives.

  44. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards For details on Ms. Cheung’s 2024 annual long-term incentive grant, see our Long-Term Incentive Program discussion and our 2024 Grants of Plan-Based Awards Table below.

  45. 2024 Actual Annual Incentive Payout

    2024 Actual Annual Incentive Payout Mr. Peterson received a payout of $5,219,505, representing 151.29% of his target award, which is aligned with the Company’s overall business performance. The Compensation Committee’s decision was based on Mr. Peterson’s 2024 performance, the Company’s business results and progress toward our strategic initiatives.

  46. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards For details on Mr. Peterson’s 2024 annual long-term incentive grant, see our Long-Term Incentive Program discussion and our 2024 Grants of Plan-Based Awards Table below.

  47. 2024 Actual Annual Incentive Payout

    2024 Actual Annual Incentive Payout Mr. Craig received a payout of $872,100, representing 180.00% of his target award. The Compensation Committee’s decision was based on Mr. Craig’s performance against 2024 business and individual strategic goals.

  48. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards For details on Mr. Craig’s 2024 annual long-term incentive grant, see our Long-Term Incentive Program discussion and our 2024 Grants of Plan-Based Awards Table below.

  49. 2024 Actual Annual Incentive Payout

    2024 Actual Annual Incentive Payout Ms. Moore received a payout of $1,441,667 (which was paid in GBP, her local currency), representing 173.00% of her blended target award. The Compensation Committee’s decision was based on Ms. Moore’s performance against 2024 business and individual strategic goals.

  50. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards For details on Ms. Moore’s 2024 annual long-term incentive grant, see our Long-Term Incentive Program discussion and our 2024 Grants of Plan-Based Awards Table below.

  51. 2024 Actual Annual Incentive Payout

    2024 Actual Annual Incentive Payout Mr. Kemps received a payout of $1,730,000, representing 173.00% of his target award. The Compensation Committee’s decision was based on Mr. Kemps’ performance against 2024 business and individual strategic goals.

  52. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards For details on Mr. Kemps’ 2024 annual long-term incentive grant, see our Long-Term Incentive Program discussion and our 2024 Grants of Plan-Based Awards Table below.

  53. 2024 Actual Annual Incentive Payout

    2024 Actual Annual Incentive Payout Mr. Saha received a payout of $1,852,083, representing 175.00% of his blended target award. The Compensation Committee’s decision was based on Mr. Saha’s performance against 2024 business and individual strategic goals.

  54. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards For details on Mr. Saha’s 2024 annual long-term incentive grant, see our Long-Term Incentive Program discussion and our 2024 Grants of Plan-Based Awards Table below.

  55. Short-Term Annual Incentive Plan

    Short-Term Annual Incentive Plan

  56. Snapshot: Short-Term Annual Incentive Cash Compensation

    Snapshot: Short-Term Annual Incentive Cash Compensation

  57. Snapshot: Short-Term Annual Incentive Cash Compensation

    | | 2024 Target Annual Incentive Award | | | 2024 Actual Annual Incentive Award | | 2025 | | Executive | Pre Nov. 1 | Nov. 1 Increase | Blended (1) | Amount (2) | % of Blended Target | Target Annual Incentive Award | | M. Cheung | $1,500,000 | $2,250,000 | $1,625,000 | $2,615,748 | 160.97% | $2,250,000 | | D. Peterson (3) | $3,450,000 | $— | $3,450,000 | $5,219,505 | 151.29% | $3,500,000 | | C. Craig | $484,500 | $— | $484,500 | $872,100 | 180.00% | $484,500 | | E. Steenbergen | $— | $— | $— | $— | —% | $— | | S. Moore (4) | $800,000 | $1,000,000 | $833,333 | $1,441,667 | 173.00% | $1,000,000 | | S. Kemps | $1,000,000 | $— | $1,000,000 | $1,730,000 | 173.00% | $1,000,000 | | S. Saha | $1,000,000 | $1,350,000 | $1,058,333 | $1,852,083 | 175.00% | $1,350,000 | | A. Kansler (5) | $1,500,000 | $— | $1,500,000 | $1,826,180 | 121.75% | $— |

  58. Snapshot: Short-Term Annual Incentive Cash Compensation

    (1) For Mses. Cheung and Moore and Mr. Saha, whose 2024 target annual incentive awards were increased on November 1, 2024, the blended target annual incentive award represents a blend of ten months of the target incentive amount in effect prior to November 1, and two months of the target incentive amount in effect after November 1. As discussed beginning on page 46 of this Proxy Statement, increases to target annual incentive awards were intended to provide such NEOs with a competitive level of annual incentive pay that reflects the nature of their expanded roles and responsibilities. 2024 actual annual incentive award represents the actual bonus award paid for 2024 performance. The process for determining bonuses for our NEOs is set forth below. For our NEOs who changed roles due to the Executive Leadership Team Transition, bonus calculations, including target amounts and performance against enterprise and divisional goals, as applicable, were blended to reflect the below methodology and to reflect their time spent in multiple roles in 2024. (3) Mr. Peterson’s 2025 target annual incentive award was established pursuant to the Peterson Advisor Agreement discussed on page 47 of this Proxy Statement. (4) For Ms. Moore, the above reflects her approved target annual incentive awards and 2024 actual annual incentive award in USD. Annual incentive awards are paid to Ms. Moore in GBP, her local currency. (5) Pursuant to Mr. Kansler’s separation agreement with the Company described on page 83 of this Proxy Statement, his 2024 actual annual incentive award was calculated based on 100% of his target annual incentive award, paid at the actual funded level of the bonus plan applicable to him for 2024. In addition, Mr. Kansler is eligible for a pro-rated portion of his $1,500,000 target annual incentive award in respect of the 2025 fiscal year for the period of employment in 2025 prior to his termination date and payable when 2025 bonuses are ordinarily paid.

  59. 2024 Short-Term Annual Incentive Funding and Payout Determination Formula

    2024 Short-Term Annual Incentive Funding and Payout Determination Formula

  60. 2024 Short-Term Annual Incentive Plan Design Under the STIC

    2024 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 44 through 46 of this Proxy Statement. • Financial Performance Goals (70% of STIC funding): The enterprise-level performance component for 2024 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, acquisitions and divestitures. The applicable division-level performance goals for our NEO division leaders 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 58 through 60 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 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.

  61. 2024 Short-Term Annual Incentive Goals, Funding and Payouts

    2024 Short-Term Annual Incentive Goals, Funding and Payouts

  62. Business Performance Goals

    Business Performance Goals The 2024 short-term annual incentive payouts for all of the NEOs are based 70% on business performance and 30% on individual performance. For our CEO, Chief Financial Officer, Chief Legal Officer and Chief Client Officer roles, 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 KPIs and respectively scored on a scale from zero to eight (funded at 0% to 200% of target). For our division presidents, the business performance component of the annual incentive awards 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. For our NEOs who changed roles in connection with the Executive Leadership Team Transition, bonus calculations were blended to reflect the above methodology and to reflect their time spent in each respective role in 2024.

  63. Performance Review and Adjustment Process

    Performance Review and Adjustment Process The Compensation Committee reviewed 2024 reported Revenue and EBITA Margin for the Company, under the enterprise scorecard, and for the divisions, under the applicable division scorecards. Based on this review, the Committee approved the adjustments described on pages 58 to 60 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.

  64. 2024 Corporate (Enterprise) Short-Term Annual Incentive Targets, Funding and Adjustments (All NEOs)

    2024 Corporate (Enterprise) Short-Term Annual Incentive Targets, Funding and Adjustments (All NEOs) For the portion of annual incentive funding based on enterprise financial goals, the Compensation Committee reviewed and approved the Company non-GAAP ICP Adjusted EBITA Margin of 49.0% and Company non-GAAP ICP Adjusted Revenue of $14,189 million, representing an increase of 13.5% over 2023, after adjusting for the impact of changing foreign exchange rates, acquisitions and divestitures. Based on these blended results, the 2024 achievement and funding for the Company’s enterprise-level financial goals was 166.84%. Appendix A on page 113 of this Proxy Statement 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. For the remaining 30% of annual 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 KPIs, such as net promoter scores, revenue from new products/markets, risk management indicators and culture 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 2024 achievement and funding for the Company business-building goals was the following:

  65. 2024 Corporate (Enterprise) Short-Term Annual Incentive Targets, Funding and Adjustments (All NEOs)

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

  66. 2024 S&P Global Ratings Short-Term Annual Incentive Targets, Funding and Adjustments (Ms. Cheung for her role prior to November 1)

    2024 S&P Global Ratings Short-Term Annual Incentive Targets, Funding and Adjustments (Ms. Cheung for her role prior to November 1) For the 35% portion of annual 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 $4,373 million, representing an increase of 31.3%, and Division non-GAAP ICP Adjusted EBITA Margin of 64.1%, after adjusting for the impact of changing foreign exchange rates and short-term incentive overperformance. Based on these blended results, the 2024 achievement and funding for the S&P Global Ratings division-level financial goals was 198.51%. Appendix A on page 113 of this Proxy Statement 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 2024 achievement and funding for division and enterprise business-building goals was the following:

  67. 2024 S&P Global Ratings Short-Term Annual Incentive Targets, Funding and Adjustments (Ms. Cheung for her role prior to November 1)

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

  68. 2024 S&P Global Ratings Short-Term Annual Incentive Targets, Funding and Adjustments (Ms. Cheung for her role prior to November 1)

    2024 S&P Global Market Intelligence Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Kansler, and Mr. Saha for his role starting on November 1) For the 35% portion of annual 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 $4,632 million, representing an increase of 5.8%, and Division non-GAAP ICP Adjusted EBITA Margin of 33.1%, after adjusting for the impact of changing foreign exchange rates, acquisitions, divestitures and short-term incentive overperformance. Based on these blended results, the 2024 achievement and funding for the S&P Global Market Intelligence division-level financial goals was 86.72%. Appendix A on page 113 of this Proxy Statement 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 2024 achievement and funding for the division-level business-building goals was the following:

  69. 2024 S&P Global Ratings Short-Term Annual Incentive Targets, Funding and Adjustments (Ms. Cheung for her role prior to November 1)

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

  70. 2024 S&P Global Commodity Insights Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Saha for his role prior to November 1)

    2024 S&P Global Commodity Insights Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Saha for his role prior to November 1) For the 35% portion of annual incentive funding based on division-level financial goals for S&P Global Commodity Insights, the Compensation Committee reviewed and approved the Division non-GAAP ICP Adjusted Revenue of $2,134 million, representing an increase of 9.7%, and Division non-GAAP ICP Adjusted EBITA Margin of 47.5%, after adjusting for the impact of changing foreign exchange rates, acquisitions and short-term incentive overperformance. Based on these blended results, the 2024 achievement and funding for the S&P Global Commodity Insights division-level financial goals was 112.45%. Appendix A on page 113 of this Proxy Statement 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 Commodity Insights 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 2024 achievement and funding for the division-level business-building goals was the following:

  71. 2024 S&P Global Commodity Insights Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Saha for his role prior to November 1)

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

  72. Individual Strategic Goals

    Individual Strategic Goals As discussed in detail above, 70% of the 2024 individual short-term annual incentive award was determined based on Company financial results (or a blend of the Company funding and division results as applicable) and achievement of business-building metrics. For all NEOs, including the current and former CEOs, the remaining 30% was allocated based on the achievement of individual strategic or developmental goals (our NEOs’ key achievements for 2024 are described on pages 49 through 54 of this Proxy Statement). The Compensation Committee took into account the increased responsibilities for, and exemplary efforts of, our NEOs in connection with the Executive Leadership Team Transition, and feedback from the CEO, when reviewing the achievements of individual strategic or developmental goals for purposes of allocating the 30% portion of the annual incentive award based on individual goals. The total annual incentive award opportunity for each NEO was capped at 200% of their target annual incentive award.

  73. 2025 Short-Term Annual Incentive Plan Design and Target Awards

    2025 Short-Term Annual Incentive Plan Design and Target Awards

  74. 2025 Short-Term Annual Incentive Target Award Determination

    2025 Short-Term Annual Incentive Target Award Determination For 2025, 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), and in light of the review and adjustments made to short-term annual incentive targets for Mses. Cheung and Moore and Mr. Saha on November 1, 2024 as discussed on page 46 of this Proxy Statement, determined not to increase the short-term annual incentive targets of Ms. Cheung or any of the other NEOs, with the exception of Mr. Peterson, whose 2025 short-term annual incentive target increased from $3,450,000 to $3,500,000 pursuant to the Peterson Advisor Agreement. 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 2025 NEO short-term annual incentive target amounts under the 2025 STIC, see the chart above on page 55 of this Proxy Statement.

  75. Long-Term Incentive Program

    Long-Term Incentive Program

  76. Snapshot: Long-Term Incentive Target Opportunities

    Snapshot: Long-Term Incentive Target Opportunities

  77. Snapshot: Long-Term Incentive Target Opportunities

    | Executive | 2024 Long-Term Incentive Target (1) | 2025 Long-Term Incentive Target | | M. Cheung | $3,750,000 | $9,000,000 | | D. Peterson (2) | $16,800,000 | $5,000,000 | | C. Craig (3) | $500,000 | $500,000 | | E. Steenbergen | $— | $— | | S. Moore (3) | $1,500,000 | $2,500,000 | | S. Kemps | $2,550,000 | $2,850,000 | | S. Saha | $2,850,000 | $3,250,000 | | A. Kansler | $3,750,000 | $— |

  78. Snapshot: Long-Term Incentive Target Opportunities

    (1) Reflects the 2024 long-term incentive target amounts set in early 2024. While the Compensation Committee approved certain changes to long-term incentive targets in connection with the Executive Leadership Team Transition as set forth below, such changes only went into effect starting with the 2025 LTI grants. (2) Mr. Peterson received an RSU grant with a value of $5,000,000 on January 1, 2025 pursuant to the Peterson Advisor Agreement, which reflects the entirety of his 2025 long-term incentive award opportunity. (3) 2024 long-term incentive target amounts for Mr. Craig and Ms. Moore exclude the value of one-time RSU awards granted to support the critical transition period that are not considered to be part of the annual target long-term incentive opportunity for Mr. Craig and Ms. Moore, respectively. Such awards are discussed in more detail on page 47 of this Proxy Statement.

  79. 2024 Long-Term Incentive Program Award Structures

    2024 Long-Term Incentive Program Award Structures

  80. 2024 Long-Term Incentive Program Award Design

    2024 Long-Term Incentive Program Award Design To ensure that our long-term incentive program supports the main objectives of our executive compensation program and the Company’s business strategy, we periodically review our program and the structure of our long-term incentive awards granted pursuant to the program to make adjustments as our business needs change. • Annual long-term incentive awards are delivered to our NEOs as a mix of 70% PSUs and 30% RSUs. • Annual PSUs and RSUs have three-year cycles, but the RSUs are solely time-based and are not tied to performance goals. • The 2024 PSU awards are tied to performance against a three-year cumulative non-GAAP ICP Adjusted EPS goal, measuring performance for each year of the three-year performance cycle additively. Vesting of the 2024 PSU awards occurs at the end of the three-year performance cycle, subject to continued employment through the vesting date and achievement of the performance goals for such awards. • The 2024 annual RSU awards vest ratably over three years, subject to continued employment through the applicable vesting date, to provide a more effective recruitment tool, balanced by the three-year cliff vesting schedule for PSU awards.

  81. 2024 PSU Awards

    2024 PSU Awards While the Company continued to use a non-GAAP ICP Adjusted EPS goal for the 2024-2026 performance period for the 2024 PSUs, measurement of performance switched from the previous cycle’s three-year compound annual growth rate (CAGR) target, measuring EPS in the final performance year, to a three-year cumulative target, measuring EPS for each year of the three-year performance cycle additively. For the 2024 PSU grants, a three-year cumulative non-GAAP ICP Adjusted EPS goal was established at the beginning of the performance period by summing the EPS targets across each of the three years comprising the performance period. Following extensive review and input from the Committee’s independent compensation consultant, the Committee approved this change for our 2024 PSU awards to better reward sustained long-term performance and reduce pressure on performance in a single-year by better capturing performance for interim years of the award cycle, thereby lowering volatility and risk. Using non-GAAP ICP Adjusted EPS enables us to evaluate the results achieved by the Company independent of items considered isolated, non-recurring, or unusual, and 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 113 of this Proxy Statement provides a reconciliation from GAAP results to non-GAAP ICP Adjusted EPS. The following payout schedule was approved for the 2024 PSU Awards for the 2024-2026 performance period: Any payments under the 2024 PSU Awards will be made during the first quarter of 2027, based on the achievement through the 2024-2026 performance period, upon performance review, discretion, and certification by the Compensation Committee.

  82. 2024 RSU Awards to Support Critical Transition Period

    2024 RSU Awards to Support Critical Transition Period During 2024, we made one-time grants of RSU awards to Mr. Craig and Ms. Moore to reflect a significant increase in responsibilities and drive continued positive momentum advancing Company strategy. We do not have a regular practice of granting one-time awards to our Executive Leadership Team. The awards are not considered part of the executives’ total target compensation. More information can be found on page 47 of this Proxy Statement.

  83. 2024 Long-Term Incentive Program Award Grants

    2024 Long-Term Incentive Program Award Grants For detailed information concerning each grant made to the NEOs in 2024, see the 2024 Grants of Plan-Based Awards Table beginning on page 72 of this Proxy Statement.

  84. 2022 PSU Award Achievement

    2022 PSU Award Achievement Our 2022 PSU awards for the performance period 2022-2024 were based on the achievement of the following non-GAAP pro forma ICP Adjusted EPS growth goal during the cycle: The 3-year non-GAAP pro forma ICP Adjusted EPS CAGR during the cycle was 11.4%, 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 business. Based on this achievement, the 2022 PSU award was earned at 40.07% of target.

  85. 2025 Long-Term Incentive Program Design and Targets

    2025 Long-Term Incentive Program Design and Targets

  86. 2025 Long-Term Incentive Program Award Design

    2025 Long-Term Incentive Program Award Design The Compensation Committee determined not to make any changes to the long-term incentive program design or structure for 2025.

  87. 2025 Long-Term Incentive Target Determination

    2025 Long-Term Incentive Target Determination In connection with the Executive Leadership Team Transition and effective for fiscal year 2025, 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), 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 Mses. Cheung and Moore and Messrs. Kemps and Saha. As discussed beginning on page 46 of this Proxy Statement, increases to target long-term incentive awards for the following individuals were intended to provide them with a competitive level of long-term incentive pay that better reflects the nature of their expanded roles and responsibilities. Ms. Cheung’s long-term incentive target amount increased from $3,750,000 to $9,000,000 • Ms. Moore’s long-term incentive target amount increased from $1,500,000 to $2,500,000 • Mr. Kemps’ long-term incentive target amount increased from $2,550,000 to $2,850,000 • Mr. Saha’s long-term incentive target amount increased from $2,850,000 to $3,250,000 For a list of the NEO’s 2025 long-term incentive target amounts, see the chart above on page 61 of this Proxy Statement.

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

    Severance Benefits (Regular and Change-in-Control)

  89. Company Severance Plans

    Company Severance Plans 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 Messrs. Peterson, Craig, Steenbergen, Kemps and Kansler, are governed by our Senior Executive Severance Plan. The severance arrangements for Messrs. Peterson, Kemps and Kansler are described below. Mr. Steenbergen was no longer a participant under our Senior Executive Severance Plan after his departure from the Company in March, 2024. Mr. Craig is a participant in our Management Severance Plan. The Senior Executive Severance Plan and the Management Severance Plan (together, the “Severance Plans”) are designed to provide security and reasonable compensation upon an involuntary termination of employment, and in the case of the Senior Executive Severance Plan, 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 Severance Plans in setting compensation for our NEOs. The Severance Plans generally provide for base salary and benefits continuation in the event of a Company-initiated termination (including a “constructive” termination under the Senior Executive Severance Plan only) other than a termination for cause, as defined on page 81 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 81 through 86 of this Proxy Statement.

  90. Other NEO Severance Arrangements

    Other NEO Severance Arrangements Pursuant to the Peterson Advisor Agreement discussed on page 47 of this Proxy Statement, Mr. Peterson was no longer eligible to receive severance benefits under the Senior Executive Severance Plan or any other severance plan of the Company effective as of November 1, 2024. Mr. Kemps entered into a letter agreement with the Company in December 2020 related to the IHS Markit merger and his role with the Company, which was amended by a side letter entered into in July 2023 in light of his continued and ongoing employment as our Chief Legal Officer (the two agreements collectively, the “Kemps Letter Agreement”). Pursuant to the Kemps Letter Agreement, Mr. Kemps is eligible to receive enhanced severance benefits in lieu of any severance benefits that he would be otherwise eligible to receive under the Senior Executive Severance Plan, as described on pages 82 through 83 of this Proxy Statement. In connection with the involuntary termination of his employment with the Company in March, 2025, Mr. Kansler entered into a separation and release agreement with the Company in October, 2024 (the “Kansler Separation Agreement”) which provides severance benefits, some of which are in excess of those which Mr. Kansler would otherwise have been entitled pursuant to the Senior Executive Severance Plan, as further described on page 83 of this Proxy Statement. In consideration for such additional severance entitlements, Mr. Kansler agreed to be subject to enhanced restrictive covenants, including related to non-competition for a period of 24 months from November 1, 2024 and employee and client non-solicitation for a period of 24 months after his termination date.

  91. Incentive Award Treatment Upon a Change-in-Control

    Incentive Award Treatment Upon a Change-in-Control Payments of annual incentives under the STIC and vesting acceleration or modification of long-term incentive 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 accelerated vesting of a portion of certain outstanding equity awards. For details, see pages 84 through 86 of this Proxy Statement.

  92. Incentive Award Treatment Upon a 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 (or the greater of actual and target performance starting with PSUs granted in 2024), 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. |

  93. Incentive Award Treatment Upon a 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 83 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.

  94. 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, effective as of December 1, 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 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 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, short- and long-term incentives could be subject to recovery in the event of misconduct. Under the amended S&P Global Pay Recovery Policy, annual incentive cash and time-based and performance-based 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 used to calculate covered compensation 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; or • 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 Services Pay Recovery Policy provides for the recovery of annual incentive cash and time-based and performance-based long-term incentive awards in the event of: • a material recalculation or adjustment of the performance measures used to calculate covered compensation for certain senior executives of S&P Global Ratings; • 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; or • criminal activity, fraud or other illegal or unlawful activity. The President of S&P Global Ratings is subject to all three policies.

  95. Employment Agreements and Other NEO Arrangements

    Employment Agreements and Other NEO Arrangements 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. We do, however, on rare occasion, enter into contractual arrangements with our executive officers when special circumstances arise, including the following arrangements with certain of our NEOs. • We have entered into the Peterson Advisor Agreement with Mr. Peterson, as discussed on page 47 of this Proxy Statement. • We have entered into the Kemps Letter Agreement with Mr. Kemps providing for modified severance arrangements, as discussed on pages 65 and 82 through 83 of this Proxy Statement.

  96. 2024 Summary Compensation Table

    2024 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 2024, 2023 and 2022:

  97. 2024 Summary Compensation Table

    | Name and Principal Position (1) | Year | Salary ($) | Bonus ($) (2) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | | Martina L. Cheung President and Chief Executive Officer | 2024 | $791,667 | $— | $3,745,257 | $2,615,748 | $— | $422,250 | $7,574,922 | | | 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 | | Douglas L. Peterson Senior Advisor; Former President and Chief Executive Officer | 2024 | $1,375,000 | $— | $16,779,010 | $5,219,505 | $— | $606,204 | $23,979,719 | | | 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 | | Christopher F. Craig* SVP, Interim Chief Financial Officer and Controller | 2024 | $566,667 | $— | $1,498,884 | $872,100 | $— | $97,643 | $3,035,294 | | Ewout Steenbergen (7) Former EVP, Chief Financial Officer | 2024 | $171,875 | $— | $— | $— | $— | $164,304 | $336,179 | | | 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 | | Sally Moore* (8) EVP, Chief Client Officer | 2024 | $600,128 | $— | $4,423,632 | $1,432,836 | $— | $60,508 | $6,517,104 | | Steven J. Kemps* EVP, Chief Legal Officer | 2024 | $625,000 | $1,250,000 | $2,546,175 | $1,730,000 | $— | $167,112 | $6,318,287 | | Saugata Saha* President, S&P Global Market Intelligence | 2024 | $658,333 | $— | $2,846,052 | $1,852,083 | $— | $213,029 | $5,569,497 | | Adam J. Kansler Former President, S&P Global Market Intelligence | 2024 | $750,000 | $— | $3,745,257 | $1,826,180 | $— | $270,122 | $6,591,559 | | | 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 |

  98. 2024 Summary Compensation Table

    * Compensation is not reported for 2023 or 2022 as the individuals were not named executive officers of the Company during such years. (1) Reflects principal position as of December 31, 2024. Please see pages 32 through 33 of this Proxy Statement for the position changes that occurred during 2024 related to the Executive Leadership Team Transition. (2) For Mr. Kemps, this amount reflects the payment of the final installment of a $2,500,000 one-time cash retention bonus awarded pursuant to the Kemps Letter Agreement in recognition of exceptional leadership and extraordinary efforts in connection with the merger with IHS Markit. (3) 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 PSUs and RSUs, as applicable, granted under the Company’s 2019 Stock Incentive Plan. The amounts for the PSUs granted in 2024 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 2024 annual PSUs awards as of the grant date are as follows:

  99. 2024 Summary Compensation Table

    | Executive | 2024 PSU Award Max Values | | M. Cheung | $5,243,360 | | D. Peterson | $23,490,872 | | C. Craig | $698,428 | | E. Steenbergen | $— | | S. Moore | $2,097,001 | | S. Kemps | $3,565,073 | | S. Saha | $3,984,645 | | A. Kansler | $5,243,360 |

  100. 2024 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 72 through 75 of this Proxy Statement. (4) 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. (5) 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 77 through 78 of this Proxy Statement. The 2024 present value of accumulated benefits decreased from the 2023 present values by $1,057 for Ms. Cheung and $1,247 for Mr. Craig. None of our other NEOs are participants in the ERP or 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 77 of this Proxy Statement. No NEO had above-market earnings on nonqualified deferred compensation in 2024. (6) The amounts shown in this column for 2024 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 2024 were as follows:

  101. 2024 Summary Compensation Table

    | Name | Company Contributions to Defined Contribution Plans ($) (a) | Company Charitable Match ($) (b) | Personal Security and Transport ($) (c) | Legal Fees ($) (d) | Severance Agreement Entitlement ($) (e) | Professional Services Reimbursement ($) (f) | | M. Cheung | $217,052 | $40,000 | $149,971 | $— | $— | $— | | D. Peterson | $446,793 | $50,000 | $— | $75,000 | $— | $— | | C. Craig | $96,686 | $— | $— | $— | $— | $— | | E. Steenbergen | $160,545 | $— | $— | $— | $— | $— | | S. Moore | $54,251 | $— | $— | $— | $— | $— | | S. Kemps | $151,885 | $— | $— | $— | $— | $— | | S. Saha | $159,819 | $33,334 | $— | $— | $— | $— | | A. Kansler | $138,600 | $50,000 | $— | $— | $50,295 | $30,000 |

  102. 2024 Summary Compensation Table

    (a) This amount represents Company made contributions under the 401(k) Plan and the 401(k) Plan Supplement in respect of 2024 for our U.S.-based NEOs, and for Ms. Moore, Company made contributions into the GPP and cash allowances in lieu of GPP contributions that would otherwise be provided to Ms. Moore. The amounts for Ms. Moore, which were paid in GBP, were converted to U.S. dollars using the spot rate on December 31, 2024 of GBP 1 to $1.25 for purposes of this disclosure. (b) This amount represents charitable contribution(s) made by the Company in the executive’s name under the S&P Global Matching Gift Program. (c) This amount represents costs related to the procurement and implementation of executive security for Ms. Cheung, including a vehicle and dedicated security personnel assigned to Ms. Cheung for her transport upon the announcement in June 2024 that she would become our next CEO, as well as other personal security items meant to ensure Ms. Cheung’s safety. The amount reflected above includes the costs paid to a third-party firm providing a vehicle and security personnel (including overtime spend and vehicle and travel expenses), as well as the incremental cost to the Company associated with Ms. Cheung’s personal use of a Company car (similar to that used by Mr. Peterson described below). For more information on these security items, please see page 63 of this Proxy Statement. (d) This amount represents legal fees and expenses incurred by Mr. Peterson in connection with his entry into the Peterson Advisor Agreement which were paid by the Company. (e) This amount represents a one-time service recognition payment paid in December 2024 pursuant to the Kansler Separation Agreement. (f) This amount represents reimbursement for professional services expenses (inclusive of financial counseling, tax planning and preparation, and estate planning). All other total perquisites and other personal benefits for each NEO were as follows: • The amount for Ms. Cheung also includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement and Company-paid life and disability insurance premiums. • 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 2024 and the denominator of which was the total number of miles that the Company owned car was driven in 2024. 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 the costs of residential alarm monitoring, professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, Company-paid life and disability insurance premiums, and Company-paid annual physical health examination. • The amount for Mr. Craig includes Company-paid life and disability insurance premiums. • The amount for Mr. Steenbergen includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement and Company-paid life and disability insurance premiums. • The amount for Ms. Moore includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement and Company-paid life insurance premiums, with any such amounts that are paid in GBP converted to U.S. dollars using the spot rate on December 31, 2024 of GBP 1 to $1.25 for purposes of this disclosure. • The amount for Mr. Kemps includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement and Company-paid life and disability insurance premiums. • The amount for Mr. Saha includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, Company-paid life and disability insurance premiums, vehicle parking, and Company-paid annual physical health examination. • The amount for Mr. Kansler includes Company-paid life and disability insurance premiums. (7) 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. (8) Certain items included in the Summary Compensation Table for Ms. Moore (e.g., base salary, non-equity incentive plan compensation and all other compensation items) were paid in GBP, her local currency. For purposes of the Summary Compensation Table, the amounts of GBP paid to Ms. Moore were converted to U.S. dollars using the spot rate on December 31, 2024 of GBP 1 to $1.25.

  103. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table contains information concerning each grant of an award made to the named executive officers in 2024:

  104. 2024 Grants of Plan-Based Awards Table

    | | | Date Approved by Compensation and Leadership Development Committee (mm/dd/yyyy) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) (2) | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) (3) | | All Other Stock Awards: Number of Shares of Stock or Units (#) (4) | Grant Date Fair Value of Stock Awards ($) (5) | | Name | Grant Date (mm/dd/yyyy) | | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | M. Cheung | | | $2,250,000 | $4,500,000 | | | | | | | 3/1/2024 | 2/26/2024 | | | 6,111 | 12,222 | | $2,621,680 | | | 3/1/2024 | 2/26/2024 | | | | | 2,619 | $1,123,577 | | D. Peterson | | | $3,450,000 | $6,900,000 | | | | | | | 3/1/2024 | 2/26/2024 | | | 27,378 | 54,756 | | $11,745,436 | | | 3/1/2024 | 2/26/2024 | | | | | 11,733 | $5,033,574 | | C. Craig | | | $484,500 | $969,000 | | | | | | | 3/1/2024 | 2/26/2024 | | | 814 | 1,628 | | $349,214 | | | 3/1/2024 | 2/26/2024 | | | | | 349 | $149,724 | | | 2/12/2024 | 1/31/2024 | | | | | 2,328 | $999,946 | | E. Steenbergen | | | | | | | | | | S. Moore | | | $1,000,000 | $2,000,000 | | | | | | | 11/1/2024 | 10/29/2024 | | | | | 6,054 | $2,925,959 | | | 3/1/2024 | 2/26/2024 | | | 2,444 | 4,888 | | $1,048,500 | | | 3/1/2024 | 2/26/2024 | | | | | 1,047 | $449,173 | | S. Kemps | | | $1,000,000 | $2,000,000 | | | | | | | 3/1/2024 | 2/26/2024 | | | 4,155 | 8,310 | | $1,782,537 | | | 3/1/2024 | 2/26/2024 | | | | | 1,780 | $763,638 | | S. Saha | | | $1,350,000 | $2,700,000 | | | | | | | 3/1/2024 | 2/26/2024 | | | 4,644 | 9,288 | | $1,992,322 | | | 3/1/2024 | 2/26/2024 | | | | | 1,990 | $853,730 | | A. Kansler | | | $1,500,000 | $3,000,000 | | | | | | | 3/1/2024 | 2/26/2024 | | | 6,111 | 12,222 | | $2,621,680 | | | 3/1/2024 | 2/26/2024 | | | | | 2,619 | $1,123,577 |

  105. 2024 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 2024 Key Executive Short-Term Incentive Compensation Plan, which is discussed beginning on page 55 of this Proxy Statement. (2) For Ms. Cheung, Ms. Moore and Mr. Saha, the target and maximum amounts for the non-equity incentive plan awards reflect the increases to these amounts that became effective on November 1, 2024. Prior to November 1, 2024, the target and maximum amounts for Ms. Cheung were $1,500,000 and $3,000,000, for Ms. Moore were $800,000 and $1,600,000, and for Mr. Saha were $1,000,000 and $2,000,000. See page 55 of this Proxy Statement for more information on the November 1, 2024 increases to the non-equity incentive plan awards. (3) Reflects PSUs granted during the fiscal year under the Company’s 2019 Stock Incentive Plan, which are discussed on page 61 of this Proxy Statement. These PSUs are scheduled to vest at the end of a three-year performance period (January 1, 2024 — December 31, 2026) and to pay out by March 2027, with payment ranging up to a maximum of 200% of the target award based on the attainment level of a cumulative non-GAAP ICP Adjusted EPS goal. The PSUs granted to our NEOs during the fiscal year do not include any dividend rights. Reflects time-based RSUs granted during the fiscal year under the Company’s 2019 Stock Incentive Plan, which are discussed on page 61 of this Proxy Statement. All of the RSUs granted on March 1, 2024 vested 33% on December 31, 2024, and are scheduled to vest 33% on December 31, 2025 and 34% on December 31, 2026. The RSUs granted to Mr. Craig on February 12, 2024 vested 33% on February 12, 2025, and are scheduled to vest 33% on February 12, 2026 and 34% on February 12, 2027. The RSUs granted to Ms. Moore on November 1, 2024 are scheduled to vest 100% on November 1, 2027. 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. (5) 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 2024 year filed with the SEC on February 11, 2025, 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 3 to the 2024 Summary Compensation Table beginning on page 69 of this Proxy Statement. The actual value, if any, realized by each NEO 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 11, 2025.

  106. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    Outstanding Equity Awards at 2024 Fiscal Year-End Table The following table contains information concerning stock that has not vested and other equity incentive plan awards outstanding on December 31, 2024 for each of the named executive officers:

  107. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | | Stock Awards | | | | | Name | Grant Date (mm/dd/yyyy) | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | M. Cheung | 3/1/2024 | 1,755 | $874,043 | 12,222 | $6,086,923 | | | 3/1/2023 | 982 | $489,065 | 13,470 | $6,708,464 | | | 3/1/2022 | | | 16,642 | $8,288,215 | | D. Peterson | 3/1/2024 | | | 54,756 | $27,270,131 | | | 3/1/2023 | 4,168 | $2,075,789 | 57,196 | $28,485,324 | | | 3/1/2022 | | | 25,603 | $12,751,062 | | C. Craig | 3/1/2024 | 234 | $116,539 | 1,628 | $810,793 | | | 2/12/2024 | 2,328 | $1,159,414 | | | | | 4/1/2023 | 2,915 | $1,451,757 | | | | | 3/1/2023 | 121 | $60,262 | 1,656 | $824,738 | | E. Steenbergen | | | | | | | S. Moore | 11/1/2024 | 6,054 | $3,015,074 | | | | | 3/1/2024 | 702 | $349,617 | 4,888 | $2,434,371 | | | 3/1/2023 | 302 | $150,405 | 4,144 | $2,063,836 | | | 3/1/2022 | | | 3,840 | $1,912,435 | | S. Kemps | 3/1/2024 | 1,193 | $594,150 | 8,310 | $4,138,629 | | | 3/1/2023 | 604 | $300,810 | 8,288 | $4,127,673 | | | 9/27/2022 | | | 7,981 | $3,974,777 | | | 3/1/2022 | | | 1,280 | $637,478 | | S. Saha | 3/1/2024 | 1,334 | $664,372 | 9,288 | $4,625,703 | | | 3/1/2023 | 604 | $300,810 | 8,288 | $4,127,673 | | | 3/1/2022 | | | 3,840 | $1,912,435 | | A. Kansler | 3/1/2024 | 1,755 | $874,043 | 12,222 | $6,086,923 | | | 3/1/2023 | 982 | $489,065 | 13,470 | $6,708,464 | | | 3/1/2022 | | | 16,642 | $8,288,215 |

  108. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    (1) Represents RSU awards which are not performance-based. RSU awards granted on March 1 vest in three approximately equal annual installments on December 31 of each year, commencing on December 31 of the year of grant. Mr. Craig’s February 12, 2024 and April 1, 2023 awards each vest in three approximately equal annual installments commencing on the first anniversaries of the respective grant dates. Ms. Moore’s November 1, 2024 award vests in full on the third anniversary of the grant date. This column excludes the RSUs granted to Mr. Peterson on March 1, 2024, which are considered vested at grant for purposes of this Proxy Statement due to his eligibility for full vesting at the time he became retirement-eligible under such award. (2) Market value determined based on the closing price of our common stock on December 31, 2024 of $498.03. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our named executive officers. Represents performance-based restricted stock units, including: (i) PSUs granted in 2024 that are scheduled to vest at the end of a three-year performance period (January 1, 2024 — December 31, 2026) and to pay out by March 2027, with payment ranging up to a maximum of 200% of the target award based on the attainment level of a cumulative non-GAAP ICP Adjusted EPS goal; (ii) 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 award based on the attainment level of a compound annual non-GAAP ICP Adjusted EPS growth goal; and (iii) PSUs granted in 2022 as special “Founders Grants” following the Company’s merger with IHS Markit, which vested at the end of the three-year performance period (February 28, 2022 — February 28, 2025) and paid out in March 2025 at target due to achievement of the annual run-rate cost synergies goal of $480 million under such awards. With respect to the Founders Grants, Mr. Kemps received his initial grant on March 1, 2022 at the same time as the other grantees, and then received an additional grant on September 27, 2022, with the same terms and conditions including the performance vesting conditions and performance period, to better align his overall target award value with the other grantees, in recognition of his critical role with the Company and for continued retentive purposes. (4) Based on Company performance through December 31, 2024 and the closing price of our common stock on December 31, 2024 of $498.03. In accordance with SEC rules, the number of PSUs reflected in the table represents: (i) the maximum number of PSUs granted in 2023 and 2024, 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 Founders Grants awarded in 2022, the target number of PSUs granted. The actual number of annual 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 information on the terms of awards granted in 2024, see pages 61 through 62 of the Compensation Discussion and Analysis included in this Proxy Statement.

  109. Option Exercises and Stock Vested in 2024 Table

    Option Exercises and Stock Vested in 2024 Table The following table contains information concerning each vesting of PSUs and RSUs during 2024 (including PSUs and RSUs that vested on December 31, 2024 but did not settle until early 2025) for each of the named executive officers:

  110. Option Exercises and Stock Vested in 2024 Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | M. Cheung | 5,000 | $2,490,150 | | D. Peterson (2) | 29,291 | $13,777,985 | | C. Craig | 2,713 | $1,249,356 | | E. Steenbergen | — | $— | | S. Moore | 4,145 | $1,961,207 | | S. Kemps | 3,133 | $1,560,328 | | S. Saha | 7,863 | $3,725,794 | | A. Kansler | 15,659 | $7,363,658 |

  111. Option Exercises and Stock Vested in 2024 Table

    (1) 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 2022 that vested on December 31, 2024, and time-based RSUs that vested during fiscal year 2024. (2) For Mr. Peterson, the table above also reflects the 11,733 RSUs granted to him on March 1, 2024, which are considered vested at grant for purposes of this Proxy Statement due to his eligibility for full vesting at the time he became retirement-eligible under such award. The value realized on vesting for such award is based on the closing price of the Company’s common stock on the grant date.

  112. 2024 Pension Benefits Table

    2024 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:

  113. 2024 Pension Benefits Table

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) (1)(2) | | M. Cheung | ERP | 1 | $19,166 | | | ERPS | 1 | $— | | | Total | | $19,166 | | D. Peterson | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— | | C. Craig | ERP | 1 | $14,002 | | | ERPS | 1 | $— | | | Total | | $14,002 | | E. Steenbergen | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— | | S. Moore | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— | | S. Kemps | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— | | S. Saha | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— | | A. Kansler | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— |

  114. 2024 Pension Benefits Table

    (1) The benefit amounts shown in the table are actuarial present values of the benefits accumulated through December 31, 2024, 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 5.74% for the ERP and 5.67% 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 is the earliest age at which a participant 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 78 of this Proxy Statement, on April 1, 2012 the Company “froze” the ERP and ERPS to new participants and future accruals. Final benefits are calculated based on that date, and no additional adjustments are made based on additional service or pay after that date. Other than Ms. Cheung and Mr. Craig, none of the other NEOs are participants in the ERP or ERPS since they did not meet the eligibility requirements by April 1, 2012. Ms. Cheung and Mr. Craig are 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”). Ms. Cheung and Mr. Craig were fully vested in the benefits pursuant to both the ERP and ERPS as of December 31, 2024.

  115. 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 ERP is a qualified defined benefit pension plan which provides retirement benefits to eligible U.S.-based employees of the Company and 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 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 the ERP is the sum of each year’s annual benefit accrual. This amount is available unreduced at the earlier of the ERP’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 and Mr Craig, since they had completed at least 10 years of vesting service as of December 31, 2024). The values assume a discount rate of 5.74% and a mortality assumption based on the fully generational PRI-2012 mortality table with MP-2024 improvement scale.

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

    S&P Global Inc. Employee Retirement Plan Supplement (“ERPS”) The ERPS is a non-qualified pension plan which was similarly frozen to new participants and future accruals as of April 1, 2012. Prior to the freeze, the ERPS 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 participants under the ERP were eligible to participate in the ERPS, provided that the ERP benefits were limited by the Internal Revenue Code limits. In general, a participant’s annual accrual under the ERPS is determined based on 1% of the 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.

  117. 2024 Non-Qualified Deferred Compensation Table

    2024 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”) permitted executives to defer amounts previously earned on a pre-tax basis.

  118. 2024 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 ($) | | M. Cheung | 401(k) Plan Supplement | $431,333 | $183,317 | $77,792 | $— | $3,075,604 | | | ST Incentive Deferred Comp | $— | $— | $— | $— | $— | | | Total | $431,333 | $183,317 | $77,792 | $— | $3,075,604 | | D. Peterson | 401(k) Plan Supplement | $1,214,875 | $413,058 | $337,967 | $— | $12,865,080 | | | ST Incentive Deferred Comp | $— | $— | $42,720 | $— | $729,530 | | | Total | $1,214,875 | $413,058 | $380,687 | $— | $13,594,610 | | C. Craig | 401(k) Plan Supplement | $185,148 | $62,950 | $23,022 | $— | $966,301 | | | ST Incentive Deferred Comp | $— | $— | $— | $— | $— | | | Total | $185,148 | $62,950 | $23,022 | $— | $966,301 | | E. Steenbergen | 401(k) Plan Supplement | $59,675 | $126,809 | $66,740 | $— | $2,499,047 | | | ST Incentive Deferred Comp | $— | $— | $— | $— | $— | | | Total | $59,675 | $126,809 | $66,740 | $— | $2,499,047 | | S. Moore | 401(k) Plan Supplement | $— | $— | $— | $— | $— | | | ST Incentive Deferred Comp | $— | $— | $— | $— | $— | | | Total | $— | $— | $— | $— | $— | | S. Kemps | 401(k) Plan Supplement | $83,400 | $118,150 | $46,189 | $— | $1,775,922 | | | ST Incentive Deferred Comp | $— | $— | $— | $— | $— | | | Total | $83,400 | $118,150 | $46,189 | $— | $1,775,922 | | S. Saha | 401(k) Plan Supplement | $89,000 | $126,084 | $28,774 | $— | $1,161,575 | | | ST Incentive Deferred Comp | $— | $— | $— | $— | $— | | | Total | $89,000 | $126,084 | $28,774 | $— | $1,161,575 | | A. Kansler | 401(k) Plan Supplement | $491,250 | $117,900 | $16,816 | $— | $821,626 | | | ST Incentive Deferred Comp | $— | $— | $— | $— | $— | | | Total | $491,250 | $117,900 | $16,816 | $— | $821,626 |

  119. 2024 Non-Qualified Deferred Compensation Table

    (1) Reflects executive contributions to the 401(k) Plan Supplement in respect of the 2024 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 2024 fiscal year, all of which are reported in the All Other Compensation column of the 2024 Summary Compensation Table on pages 69 through 71 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.

  120. 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 NEO’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. In addition, described below in the section “Severance Arrangements with Mr. Kansler” are actual payments and benefits that were provided or that will be payable to Mr. Kansler in connection with his employment termination.

  121. Estimated Severance as of December 31, 2024

    | Name | Payment on Termination ($) (1) | Payment on Termination Following Change-in-Control ($) (2) | | M. Cheung | $2,126,675 | $6,851,675 | | D. Peterson (3) | $— | $— | | C. Craig | $446,143 | $446,143 | | E. Steenbergen (4) | $— | $— | | S. Moore | $973,538 | $3,417,288 | | S. Kemps (5) | $3,435,893 | $3,435,893 | | S. Saha | $1,109,336 | $4,329,336 | | A. Kansler (6) | $1,186,676 | $4,749,176 |

  122. Estimated Short-Term Incentive Payments as of December 31, 2024

    | Name | Payment on Termination ($) (1) | Payment on Change-in-Control ($) (2) | | M. Cheung | $2,615,748 | $1,342,500 | | D. Peterson | $5,219,505 | $3,734,833 | | C. Craig | $872,100 | $412,575 | | E. Steenbergen (3) | $— | $— | | S. Moore (4) | $1,441,667 | $764,000 | | S. Kemps | $1,730,000 | $1,036,667 | | S. Saha | $1,852,083 | $1,069,167 | | A. Kansler | $1,826,180 | $1,447,500 |

  123. 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 former President and CEO, Mr. Peterson. We believe that the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with SEC rules. • For 2024, the median annual total compensation of all of our employees (other than our former CEO) was $45,512. • The annual total compensation of our former CEO was $23,954,719. We chose to use Mr. Peterson, our former CEO, for purposes of this pay ratio disclosure as opposed to Ms. Cheung, our current CEO, because Mr. Peterson was the CEO for a large majority of the year, resigning as CEO on November 1. As permitted by Instruction 10 to Item 402(u) of Regulation S-K, we utilized Mr. Peterson’s compensation for this pay ratio disclosure as he was serving as CEO as of the date selected to identify our median employee (as discussed below). Mr. Peterson’s total compensation for 2024 was adjusted from the amount shown in the “2024 Summary Compensation Table” beginning on page 69 of this Proxy Statement by annualizing his 2024 base salary to reflect his base salary in effect prior to his resignation as CEO, with no other adjustments given all other elements of his compensation and benefits reported in the 2024 Summary Compensation Table remained the same for the balance of 2024 pursuant to the Peterson Advisor Agreement. • Based on this information, for 2024, the ratio of the annual total compensation of our former CEO to the median annual total compensation of all other employees was estimated to be 526 to 1.

  124. 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 and 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 for outstanding performance-based equity awards. 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.

  125. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for CEO (Cheung) (1) ($) (b) | “Compensation Actually Paid” to CEO (Cheung) (2) ($) (c) | Summary Compensation Table Total for Former CEO (Peterson) (1) ($) (d) | “Compensation Actually Paid” to Former CEO (Peterson) (2) ($) (e) | Average Summary Compensation Table Total for Non-CEO NEOs (1) ($) (f) | Average “Compensation Actually Paid” to Non-CEO NEOs (2) ($) (g) | Total Shareholder Return (3) ($) (h) | Peer Group Total Shareholder Return (3) ($) (i) | Net Income (in Millions) (4) ($) (j) | Non-GAAP ICP Adjusted Diluted Earnings Per Share (5) ($) (k) | | 2024 | $7,574,922 | $15,204,871 | $23,979,719 | $54,929,776 | $4,727,987 | $5,873,856 | $189 | $176 | $4,167 | $16.23 | | 2023 | $— | $— | $19,506,412 | $31,021,988 | $5,628,458 | $9,139,695 | $167 | $155 | $2,893 | $14.06 | | 2022 | $— | $— | $28,637,507 | $(9,225,719) | $11,341,452 | $3,426,362 | $126 | $120 | $3,522 | $12.36 | | 2021 | $— | $— | $16,143,770 | $45,607,587 | $5,083,397 | $11,305,553 | $176 | $158 | $3,263 | $13.43 | | 2020 | $— | $— | $15,077,269 | $31,868,869 | $4,792,308 | $7,574,701 | $121 | $121 | $2,534 | $11.78 |

  126. Pay Versus Performance

    (1) Douglas Peterson served as our President and CEO until Martina Cheung became our President and CEO on November 1, 2024. Compensation for our current and former CEOs reflects the amounts reported in the “Summary Compensation Table” for the respective years in which each served as our CEO. Average compensation for non-CEO NEOs is based on the compensation of the following NEOs: (i) in 2024, Christopher Craig, Ewout Steenbergen, Sally Moore, Steven Kemps, Saugata Saha and Adam Kansler, (ii) in 2023 and 2022, Ewout Steenbergen, Martina Cheung, Adam Kansler and Daniel Draper, (iii) in 2021, Ewout Steenbergen, John Berisford, Martina Cheung and Saugata Saha and (iv) in 2020, Ewout Steenbergen, John Berisford, Martina Cheung and Daniel Draper. (2) “Compensation actually paid” for our CEO, former 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), (d) and (f) of the table above, respectively, adjusted as set forth in the table below, as determined in accordance with SEC rules. For information regarding the decisions made by our Compensation Committee in regards to the CEO’s and other NEOs’ compensation for fiscal year 2024, see pages 46 through 47 and 49 through 54 of this Proxy Statement.

  127. Pay Versus Performance

    | | CEO (M. Cheung) 2024 | Former CEO (D. Peterson) 2024 | Non-CEO NEOs 2024 | | Summary Compensation Table Total | $7,574,922 | $23,979,719 | $4,727,987 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | $(3,745,257) | $(16,779,010) | $(2,510,000) | | Plus Year-End Fair Value of Outstanding Unvested Awards Granted in the Covered Year | $6,384,534 | $28,603,161 | $3,859,316 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | $3,259,905 | $11,250,522 | $1,371,199 | | Plus Fair Value as of the Vesting Date of Vested Awards Granted in the Covered Year | $430,298 | $1,927,874 | $213,074 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | $1,266,074 | $5,375,370 | $613,350 | | Less Fair Value of Awards Forfeited during the Covered Year | $— | $— | $(2,434,974) | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | $34,395 | $572,140 | $33,904 | | Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | $— | $— | $— | | Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | $— | $— | $— | | “Compensation Actually Paid” | $15,204,871 | $54,929,776 | $5,873,856 |

  128. 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 2024 (the “2020-2024 Measurement Period”), 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 amounts in the TSR columns above reflect updates from prior years’ disclosure for certain years in accordance with SEC rules. 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 2020-2024 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, 2024, which is also the same as the peer group used for the 2020-2023 Measurement Period and 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, 2024, 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, 2023 and 2024, non-GAAP ICP Adjusted Diluted EPS is presented on a stand-alone basis.

  129. 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, former 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.

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

    (1) “Compensation Actually Paid” and TSR

  131. (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.

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

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

  133. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  134. 2024 Director Compensation Table

    2024 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 2024.

  135. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Marco Alverà | $139,000 | $225,000 | $60 | $364,060 | | Jacques Esculier | $130,000 (4) | $225,000 | $60 | $355,060 | | Gay Huey Evans | $130,000 | $225,000 | $36,556 | $391,556 | | William D. Green | $139,000 | $225,000 | $25,060 | $389,060 | | Stephanie C. Hill | $124,000 | $225,000 | $60 | $349,060 | | Rebecca J. Jacoby | $124,000 | $225,000 | $60 | $349,060 | | Robert P. Kelly | $139,000 (4) | $225,000 | $60 | $364,060 | | Ian P. Livingston | $130,000 (4) | $225,000 | $50,060 | $405,060 | | Deborah D. McWhinney (3) | $54,167 | $93,750 | $25 | $147,942 | | Maria R. Morris | $150,000 | $225,000 | $50,060 | $425,060 | | Richard E. Thornburgh | $299,000 | $225,000 | $50,060 | $574,060 | | Gregory Washington | $130,000 (5) | $225,000 | $50,060 | $405,060 |

  136. 2024 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 2024 Consolidated Financial Statements, which appear in the Company’s Form 10-K filed with the SEC on February 11, 2025. The awards outstanding under this Plan as of December 31, 2024, are as follows:

  137. 2024 Director Compensation Table

    | Name | # of Shares | | Marco Alverà | 4,065 | | Jacques Esculier | 1,427 | | Gay Huey Evans | 853 | | William D. Green | 14,269 | | Stephanie C. Hill | 4,225 | | Rebecca J. Jacoby | 7,058 | | Robert P. Kelly | 1,440 | | Ian P. Livingston | 1,413 | | Deborah D. McWhinney (a) | 1,080 | | Maria R. Morris | 4,509 | | Richard E. Thornburgh | 14,845 | | Gregory Washington | 1,100 |

  138. 2024 Director Compensation Table

    (a) Due to her retirement, Ms. McWhinney’s outstanding awards will be paid out in 5 annual installments starting in May, 2025. Represents Company-paid life insurance premiums for all non-employee Directors and Company-made contributions under the S&P Global Matching Gift Program as follows:

  139. 2024 Director Compensation Table

    | Name | Company Charitable Match | | Gay Huey Evans | $36,496 | | William D. Green | $25,000 | | Ian P. Livingston | $50,000 | | Maria R. Morris | $50,000 | | Richard E. Thornburgh | $50,000 | | Gregory Washington | $50,000 |

  140. 2024 Director Compensation Table

    (3) Ms. McWhinney retired from the Board at the 2024 Annual Meeting, which was held on May 1, 2024. Her cash and deferred stock awards were prorated pursuant to the terms of the director compensation program. (4) Voluntarily elected to defer all of this payment under the Director Deferred Stock Ownership Plan. (5) Voluntarily elected to defer all of this payment under the Director Deferred Compensation Plan.

  141. Director Compensation and Governance

    Director Compensation and Governance

  142. Overview of Key Best Practices

    | DIRECTOR COMPENSATION PRACTICE | | COMPANY POLICY | | ✔ | 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. | | ✔ | Annual Compensation Limit | Non-employee Directors are subject to annual limits on their total compensation. | | ✔ | 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. | | ✔ | 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. | | ✔ | 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. |

  143. 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 pages 44 through 45 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. The Nominating and Corporate Governance Committee periodically engages 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. We updated our non-employee Director compensation program, effective starting October 1, 2023, based on the Committee’s review of a competitive market analysis and advice of Pay Governance, which indicated our director compensation was well below the 25th percentile of our Proxy Peer Group, in order to deliver more market competitive total pay at median compensation levels. We have not made any additional changes to our non-employee Director compensation program subsequent to the changes that went into effect on October 1, 2023.

  144. Director Compensation Program

    | Compensation Elements | 2024 | | Annual Cash Retainer | $100,000 | | Board Non-Executive Chair Annual Cash Retainer | $175,000 | | Board and Committee Fees | None | | Annual Committee Chair Cash Retainer Audit Chair Compensation, Nominating and Finance Chair | | | | $20,000 | | | $15,000 | | Annual Committee Member Cash Retainer Audit Committee Compensation, Nominating and Finance Committees | | | | $18,000 | | | $12,000 | | Annual Deferred Share Credit | $225,000 |