SPGI S&P Global Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.   )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Materials under § 240.14a-12

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S&P Global Inc.

(Name of Registrant as Specified In Its Certificate)

      

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

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No Fee Required.

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Fee paid previously with preliminary materials.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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Notice of Annual Meeting of Shareholders
To Be Held Wednesday, May 7, 2025

The Annual Meeting of Shareholders of S&P Global Inc. will be held on Wednesday, May 7, 2025, at 8:00 a.m. (EDT) in a virtual-only format, via the Internet at https://meetnow.global/MTWC7R7. At the Annual Meeting, shareholders will be asked to:

​	​	Items of Business	​	​	​	Board’s Recommendation	​	​
​	​	1. Elect 9 Directors; ​	​	​	​	FOR each Director Nominee ​	​	​
​	​	2. Approve, on an advisory basis, the executive compensation program for the Company’s named executive officers, as described in this Proxy Statement; ​	​	​	​	FOR ​	​	​
​	​	3. Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025; ​	​	​	​	FOR ​	​	​
​	​	4. Vote on a shareholder proposal to amend the Company’s clawback policy for unearned executive pay; and ​	​	​	​	AGAINST	​	​
​	​	5. Consider any other business, if properly raised. ​	​	​	​	​	​	​

This notice and proxy statement is being mailed or made available on the Internet to shareholders on or about March 25, 2025. These materials describe the matters being voted on at the Annual Meeting and contain certain other information. In addition, these materials are accompanied by a copy of the Company’s 2024 Annual Report that includes financial statements as of and for the fiscal year ended December 31, 2024.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS: This Notice of Annual Meeting and Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2024 are available on the Internet at www.spglobal.com/proxy.

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All shareholders of record as of close of business on March 17, 2025 will be entitled to vote at the virtual Annual Meeting. If you choose to attend and vote your shares at the virtual S&P Global Annual Meeting, you will need a unique 15-digit control number, which is included on your proxy card. Beneficial owners who would like to attend and vote at the virtual Annual Meeting should request a “legal proxy” (contact your bank or broker).

Please cast your votes by one of the following methods:

Your vote is very important. We encourage you to vote by proxy even if you plan to attend the virtual Annual Meeting.

By Order of the Board of Directors,

Taptesh (Tasha) K. Matharu

Deputy General Counsel &
Corporate Secretary

New York, New York
March 25, 2025

TABLE OF CONTENTS

​	Proxy Summary	​	​	​	​	1	​	​
​	Item 1. Election of Directors	​	​	​	​	6	​	​
​	Board of Directors and Corporate Governance​	​	​	​	​	7	​	​
​	Enhanced Corporate Governance	​	​	​	​	7	​	​
​	Corporate Governance Materials	​	​	​	​	7	​	​
​	Director Independence	​	​	​	​	8	​	​
​	Board Leadership Structure	​	​	​	​	9	​	​
​	Board and Committee Self-Evaluations	​	​	​	​	10	​	​
​	Shareholder Engagement	​	​	​	​	11	​	​
​	Role of Board of Directors in Risk Oversight	​	​	​	​	13	​	​
​	Talent Management and Succession Planning	​	​	​	​	16	​	​
​	Process for Identifying and Evaluating Directors and Nominees	​	​	​	​	17	​	​
​	Director Skills, Qualifications and Experience	​	​	​	​	19	​	​
​	Director Nominees	​	​	​	​	20	​	​
​	Board Committees	​	​	​	​	25	​	​
​	Membership and Meetings	​	​	​	​	28	​	​
​	Annual Meeting Attendance	​	​	​	​	28	​	​
​	Executive Sessions	​	​	​	​	28	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	28	​	​
​	Director and Officer Indemnification and Insurance	​	​	​	​	28	​	​
​	Transactions with Related Persons	​	​	​	​	29	​	​

​	Item 2. Proposal to Approve, on an Advisory Basis, the Executive Compensation Program for the Company’s Named Executive Officers	​	​	​	​	30	​	​
​	Executive Compensation Matters	​	​	​	​	31	​	​
​	Compensation Discussion and Analysis	​	​	​	​	31	​	​
​	Compensation Committee Report	​	​	​	​	68	​	​
​	Executive Compensation Tables	​	​	​	​	69	​	​
​	2024 Summary Compensation Table	​	​	​	​	69	​	​
​	2024 Grants of Plan-Based Awards Table	​	​	​	​	72	​	​
​	Outstanding Equity Awards at 2024 Fiscal Year-End Table	​	​	​	​	74	​	​
​	Option Exercises and Stock Vested in 2024 Table	​	​	​	​	76	​	​
​	2024 Pension Benefits Table	​	​	​	​	77	​	​
​	2024 Non-Qualified Deferred Compensation Table	​	​	​	​	79	​	​
​	Potential Payments upon Termination or Change-in-Control	​	​	​	​	81	​	​
​	CEO Pay Ratio	​	​	​	​	87	​	​
​	Pay versus Performance	​	​	​	​	89	​	​
​	Director Compensation​	​	​	​	​	93	​	​
​	2024 Director Compensation Table	​	​	​	​	93	​	​
​	Director Compensation and Governance	​	​	​	​	94	​	​
​	Ownership of Company Stock​	​	​	​	​	97	​	​
​	Company Stock Ownership of Management	​	​	​	​	97	​	​
​	Company Stock Ownership of Certain Beneficial Owners	​	​	​	​	98	​	​
​	Delinquent Section 16(a) Reports	​	​	​	​	98	​	​

​	Item 3. Proposal to Ratify the Appointment of the Company’s Independent Auditor​	​	​	​	​	99	​	​
​	Audit Committee Matters​	​	​	​	​	100	​	​
​	Annual Evaluation of the Independent Auditor	​	​	​	​	100	​	​
​	Appointment of the Independent Auditor	​	​	​	​	101	​	​
​	Fees to the Independent Auditor	​	​	​	​	102	​	​
​	Pre-Approval Policies and Procedures	​	​	​	​	102	​	​
​	Audit Committee Report	​	​	​	​	102	​	​
​	Item 4. Shareholder Proposal​	​	​	​	​	104	​	​
​	Shareholder Proposal (As Received)	​	​	​	​	104	​	​
​	Directors’ Statement in Opposition	​	​	​	​	104	​	​
​	Item 5. Other Matters​	​	​	​	​	106	​	​
​	2025 Annual Meeting Information	​	​	​	​	107	​	​
​	Appendix A​	​	​	​	​	113	​	​
​	Index of Frequently Requested Information​	​	​	​	​	​	​	​
​	Enhanced Corporate Governance	​	​	​	​	7	​	​
​	Role of Board in Risk Oversight	​	​	​	​	13	​	​
​	Director Skills, Qualifications and Experience	​	​	​	​	19	​	​
​	Compensation Discussion and Analysis	​	​	​	​	31	​	​
​	Setting Compensation	​	​	​	​	44	​	​
​	Stock Ownership Guidelines	​	​	​	​	66	​	​
​	Pay Recovery Policies	​	​	​	​	66	​	​
​	Summary Compensation Table	​	​	​	​	69	​	​
​	CEO Pay Ratio	​	​	​	​	87	​	​
​	Pay versus Performance	​	​	​	​	89	​	​
​	Director Compensation	​	​	​	​	93	​	​

       2025 Proxy Statement       i

PROXY SUMMARY​

PROXY SUMMARY

This summary provides an overview of selected information in this year’s Proxy Statement and a roadmap of the proposals to be voted on at our 2025 Annual Meeting. This summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement before voting.

Proxy Voting Roadmap

2025 Annual Meeting Information

Proposal to be Voted on and Board Voting Recommendations

Our Company Strategy: Powering Global Markets

At S&P Global Inc. (the “Company,” “we” or “us” or “our”), we have the unique ability to link data and to deliver completely new ways to offer insights into markets. Our strong results in 2024 serve as a testament to S&P Global’s unique position at the center of the global markets and strong execution of our Company strategy. In 2024, we achieved meaningful progress delivering against the five strategic pillars of our multi-year enterprise and divisional strategy.

       2025 Proxy Statement       1

PROXY SUMMARY (continued)

2024 Highlights

Financial Performance

During 2024, the Company achieved revenue growth across all divisions and delivered strong margin expansion and EPS growth, while also making investments in technology, AI, and products. Below are key financial achievements during the year, demonstrating the value we brought to customers as well as our focus on long-term shareholder value creation.

​	Financial Highlights	​
​	• Reported revenue increased 14% year over year, with revenue growth across all divisions, while net income attributable to the Company increased 47% ​ • Achieved $284 million in revenue synergies and $619 million in cost synergies from merger integration ​ • Prudently managed expenses while returning more than $4.4 billion to shareholders through dividends and share repurchases ​ • Raised annual dividends for the 52nd consecutive year ​	​
​	1. Reflects GAAP net income attributable to S&P Global Inc.	​
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​	Total Shareholder Return 2	​
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​	2. 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.	​

CEO Succession

Effective November 1, 2024, our Board of Directors (the “Board”) unanimously named Martina L. Cheung as the Company’s new President and Chief Executive Officer (“CEO”), following a rigorous, multi-year succession planning process to ensure a smooth leadership transition in anticipation of Douglas L. Peterson’s planned retirement after 11 years of service as President and CEO. The Board conducted a thorough and thoughtful succession process to identify Ms. Cheung as the best leader for the Company’s next chapter, given her proven track record of success across multiple leadership roles and her impact on our evolution and growth.

Independent Board Chair Succession

Effective immediately following the 2025 Annual Shareholder Meeting, subject to his re-election by shareholders, Lord Ian Livingston will succeed Richard Thornburgh as Independent Chair of the Board, in connection with Mr. Thornburgh’s planned retirement pursuant to the Company’s Corporate Governance Guidelines.

2       2025 Proxy Statement       

PROXY SUMMARY (continued)​

Items of Business to be Acted on at the Annual Meeting

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.

Current Board and Committee Membership

• Member     • Committee Chair     ★ Independent Board Chair

* Ms. Huey Evans, Mr. Robert P. Kelly, Mr. Douglas L. Peterson, and Mr. Richard E. Thornburgh are not standing for re-election and will retire from our Board at the 2025 Annual Meeting.

Our nine Director nominees are current Directors with a broad range of skills, backgrounds, and experience, which the Board believes contributes to the effective oversight of the Company. The following provides current summary information about each director nominee. For more information about our Director nominees, please see the “Director Skills, Qualifications and Experience” section of this Proxy Statement, including our Director Skills Matrix, starting on page 19. Detailed information about each director nominee’s qualifications, experience and expertise can be found in their biographies starting on page 20.

Nominee Profile & Demographics

       2025 Proxy Statement       3

PROXY SUMMARY (continued)

Skills & Experience

Item 2. Advisory Vote on Executive Compensation

The Company’s executive compensation program is intended to attract, motivate and reward the executive talent required to achieve our corporate objectives and increase shareholder value. We believe that our executive compensation program is both competitive and strongly focused on pay-for-performance principles, and provides an appropriate balance between risk and rewards.

Our executive compensation program:

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aligns compensation with shareholder value on an annual and long-term basis through a combination of base pay, annual cash incentives and long-term stock-based incentives;

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includes a mix of compensation elements that emphasizes performance results, with approximately 86% of the 2024 targeted compensation for Martina Cheung, the Company’s current Chief Executive Officer (in effect as of November 1, 2024) (and 92% of her 2025 targeted compensation), 94% of the 2024 targeted compensation for Douglas Peterson, the Company’s former Chief Executive Officer (in effect prior to November 1, 2024), and 83% of the 2024 targeted compensation for the other named executive officers (excluding our former Chief Financial Officer) comprised of variable, incentive-based pay;

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delivers annual incentive payouts based on the achievement of approved quantitative performance goals, which were based on non-GAAP ICP Adjusted EBITA Margin and non-GAAP ICP Adjusted Revenue enterprise-level Company goals and, as appropriate, for our division leaders, division-level goals for 2024;

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aligns the interests of executives with those of shareholders through long-term stock-based incentives comprised of Performance Share Units that are based on the achievement of non-GAAP ICP Adjusted EPS targets. The Performance Share Unit awards granted in 2024 vest at the end of a three-year award cycle, with payment ranging up to a maximum of 200% of the target award based on the attainment level of a three-year cumulative diluted adjusted EPS goal; and

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has features designed to mitigate risks and further align executive compensation with shareholder interests, including stock ownership requirements, multiple pay recovery (clawback) policies, an anti-hedging and pledging policy and limited perquisites.

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4       2025 Proxy Statement       

PROXY SUMMARY (continued)​

Item 3. Proposal to Ratify the Appointment of the Company’s Independent
Registered Public Accounting Firm

The Board, after receiving a favorable recommendation from the Audit Committee, has again selected Ernst & Young LLP to serve as the independent registered public accounting firm of the Company and its subsidiaries for 2025. Ernst & Young LLP has advised the Company that it has no direct, nor any material indirect, financial interest in the Company or any of its subsidiaries.

Although shareholder ratification is not required by our By-Laws or otherwise, the Board is submitting the appointment of Ernst & Young LLP to our shareholders for ratification as a matter of good corporate practice. If shareholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain Ernst & Young LLP. The Board and the Audit Committee may change the appointment at any time if they determine that a change would be in the best interests of the Company and its shareholders.

Item 4. Shareholder Proposal to Amend
the Company’s Clawback Policy for Unearned Executive Pay

At the Annual Meeting, you will be asked to consider a shareholder proposal to “Amend the Company’s Clawback Policy for Unearned Executive Pay”, which is presented in full (as received) on page 104 of this Proxy Statement. The Board has carefully considered the proponent’s proposal and believes that the Company’s existing policies serve the best interests of the Company and its shareholders by providing appropriate safeguards against the payment of amounts that are unearned or undeserved, including the ability to recover incentive compensation based on a broad range of conduct that could be deemed detrimental to the Company.

The Board unanimously recommends that you vote AGAINST this proposal.

Item 5. Other Matters

The Board knows of no other matters which may properly be brought before the Annual Meeting. However, if other matters should properly come before the Annual Meeting, it is the intention of those named in the solicited proxy to vote such proxy in accordance with their best judgment.

       2025 Proxy Statement       5

 

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:

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Marco Alverà

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Martina Cheung

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Jacques Esculier

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William D. Green

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Stephanie C. Hill

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Rebecca Jacoby

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Ian P. Livingston

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Maria R. Morris

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Gregory Washington

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Unless you specify otherwise, the Board intends the accompanying proxy to be voted for these nominees.

Biographical information about these nominees can be found on pages 20 through 24 of this Proxy Statement.

6       2025 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Enhanced Corporate Governance

The Board of Directors regularly assesses and refines our corporate governance policies and procedures to take into account evolving best practices and the interests of our shareholders. The Company’s current corporate governance structure reflects an ongoing commitment to strong and effective governance practices that ensure Board responsiveness and accountability to shareholders.

Corporate Governance Materials

The following corporate governance materials are available and can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com:

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the Company’s Amended and Restated Certificate of Incorporation;

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the Company’s By-Laws;

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the Company’s Corporate Governance Guidelines;

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Board Committee Charters for the Company’s Audit, Compensation and Leadership Development, Executive, Finance and Nominating and Corporate Governance Committees;

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       2025 Proxy Statement       7

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

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the Code of Business Ethics applicable to all employees;

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the Code of Ethics applicable to the Chief Executive Officer and Senior Financial Officers;

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the Code of Business Conduct and Ethics for Directors applicable to all Company Directors; and

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the Audit Committee’s Policy concerning Employee Complaint Procedures Regarding Accounting and Auditing Matters.

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The content contained on, or that can be accessed through, our website is not deemed to be part of, and is not incorporated by reference into, this Proxy Statement.

Director Independence

The Board has determined that all of the Company’s current Directors and Directors who served during 2024, with the exception of Ms. Martina Cheung (the Company’s current President and Chief Executive Officer, effective as of November 1, 2024) and Mr. Douglas L. Peterson (the Company’s President and Chief Executive Officer through November 1, 2024 and current Senior Advisor), have met the independence requirements of the NYSE based upon the application of objective categorical standards adopted by the Board.

To be considered independent, a Director must have no material relationship (other than as a Director) with the Company, or any of its subsidiaries, either directly or as a partner, shareholder or officer of an organization that has a material relationship with the Company or any of its subsidiaries. In making independence determinations, the Board broadly considers all relevant facts and circumstances.

In addition, members of the Audit Committee are also required to satisfy the SEC and NYSE independence requirements, which provide that they may not be affiliates and may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than their directors’ compensation. The Board evaluated each member of the Compensation and Leadership Development Committee (the “Compensation Committee”) under the additional SEC and NYSE compensation committee member standards and also determined that these members qualify as “non-employee directors” ​(as defined under Rule 16b-3 under the Securities Exchange Act of 1934).

Additional Information Regarding Director Independence

In making its independence determinations with respect to our Directors, the Board considered the following transactions that the Company engages in from time to time with organizations in which our independent Directors serve as executive officers or otherwise have a material interest:

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Lockheed Martin Corporation. Ms. Stephanie Hill serves as President, Rotary and Mission Systems of Lockheed Martin Corporation. In 2024, the Company and its Ratings, Market Intelligence, and Indices divisions provided Lockheed Martin Corporation credit rating services, data, subscription and license fees for publications, and index and data license fees.

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•

Tree Energy Solutions GmBH. Mr. Marco Alverà serves as the Group Chief Executive Officer and is an investor of Tree Energy Solutions GmBH. In 2024, the Company and its Commodity Insights division provided Tree Energy Solutions GmBH commodities data and subscriptions.

​

These transactions are entered into in the ordinary course of business and on terms that are substantially equivalent to those prevailing at the time for comparable transactions with other similarly situated customers or vendors of the Company.

In making its independence determinations with respect to our Directors, the Board reviews the materiality of these transactions not only from the standpoint of such Directors but also from the standpoint of the organizations in which they serve. Based on this review, the Board has concluded that these transactions do not interfere with the ability of such Directors to exercise independent judgment in carrying out their Board responsibilities.

8       2025 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Board Leadership Structure

The Board reviews its leadership structure and selects the Chair of the Board annually based upon such criteria as the Company’s independent Nominating Committee recommends and consideration of what the Directors believe to be in the best interests of the Company at a given point in time.

Mr. Richard E. Thornburgh has served as the Board’s Independent Chair since 2020, and the position of Chair has been held by an independent director since 2015. Lord Ian Paul Livingston has been nominated for appointment as the next independent Board Chair, to take effect as of May 7, 2025 at the conclusion of the Annual Meeting, subject to his re-election at the Annual Meeting.

The Board believes that separating the leadership positions of the Chair and CEO is in the best interests of the Company and its shareholders at this time, as this structure strengthens our commitment to sound governance by effectively allocating authority, responsibility and oversight between management and the independent members of our Board. Maintaining separate roles permits the CEO to focus more time and energy on day-to-day management of the Company and the Company’s strategic direction, while the Chair offers an independent perspective and oversees corporate governance matters and operation of the Board. In addition, each of the Committees of the Board is led by an independent Director acting as the Committee Chair.

Independent Chair Succession Planning

The Board’s Corporate Governance Guidelines provide for Director retirement from re-election after reaching age 72. In anticipation of Mr. Thornburgh’s upcoming retirement, the Board began a proactive succession planning process for the independent Chair role to facilitate a smooth and orderly transition of Board leadership prior to the end of Mr. Thornburgh’s term. In connection with the succession planning, the Nominating Committee identified recommended selection criteria and cultural fit characteristics for potential candidates to lead the Board based on current and anticipated needs of the Board and the Company’s business and strategic plans.

Following a rigorous and thoughtful succession planning process, the Nominating Committee recommended and the Board approved the appointment of Lord Ian Paul Livingston as the new Board Chair, to take effect as of May 7, 2025, subject to his re-election as a director at the 2025 Annual Shareholders Meeting. The process for appointing the new Board Chair included, among other things: consideration of the recommended selection criteria; input from the CEO, the former CEO, and outgoing Chair in evaluating candidates; collection of one-to-one director feedback by the outgoing Chair and Chair of the Nominating Committee; discussion of Director candidates by the full Board in Executive Sessions; and advance planning for related changes in Committee Chair appointments and overall Board and Committee composition.

In the future, if the Chair is not an independent Director, our Corporate Governance Guidelines require that an independent Director be designated as Presiding Director to lead the executive sessions of the independent Directors at Board meetings, consult on committee selection, and communicate the annual evaluation of the CEO, together with the Chair of the Compensation Committee.

       2025 Proxy Statement       9

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Board and Committee Self-Evaluations

Through an annual self-evaluation and ongoing Director feedback, the Board annually assesses the performance and effectiveness of:

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the Board,

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its Committees,

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the Chair of the Board,

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each Committee Chair, and

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each Director.

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Evaluation Process

The independent Chair of the Board oversees and the Nominating Committee administers the annual evaluation process, including determining the most effective format. The Chair of the Nominating Committee presents the results to the full Board and its Committees for their review and consideration of potential enhancements to Board and Committee functioning.

10       2025 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Shareholder Engagement

Maintaining an ongoing and active dialogue with shareholders is a critical component of the governance process that promotes transparency, accountability and long-term shareholder value. We value our shareholders’ feedback and are committed to engaging in constructive and meaningful dialogue with shareholders regarding our governance practices, executive compensation program and other areas of shareholder focus throughout the year.

How We Engage

A shareholder engagement team consisting of senior management, Investor Relations and the Corporate Secretary leads our outreach initiatives, seeking input from our shareholders in a number of forums year-round, including proactive outreach to institutional investors and targeted proxy-season outreach on specific areas of investor focus.

Investor Relations Activities

As part of our ongoing Investor Relations outreach, members of senior management and Investor Relations routinely engage with institutional investors by participating in industry conferences, non-deal roadshows and one-on-one meetings. Despite operating without a permanent CFO for most of 2024, the Investor Relations team continued our active dialogue with investors by attending multiple investor conferences and roadshows, conducting nearly 400 meetings with nearly 1,000 investors. These activities allow our senior management and Investor Relations team to share and discuss our business strategy and achievements, solicit investor feedback on our performance and seek insight into our investors’ priorities throughout the year. Given the CEO transition, which took place in November, additional outreach was made to give our largest active shareholders additional opportunities to meet individually with our new CEO within her first 30 days.

Corporate Secretary Outreach

We also conduct proactive annual outreach by inviting governance representatives of our largest institutional shareholders to discuss corporate governance, compensation, environmental and social and other matters with the Corporate Secretary both during and outside of the proxy season.

       2025 Proxy Statement       11

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Leading up to the 2025 proxy season, we invited our largest long-term institutional investors, collectively representing approximately 40% of our shares outstanding, to discuss general corporate governance, sustainability and executive compensation matters and provide feedback.

Topics for Shareholder Engagement

Our engagement initiatives have covered a wide range of important governance topics, providing valuable insights and feedback regarding the following areas of investor focus:

Board Review and Responsiveness

The shareholder engagement team regularly reports to the full Board, the Nominating Committee and any other committees, as necessary, on the Company’s outreach activities, shareholder feedback and recommended best practices. The Board and its relevant committees consider our shareholders’ views and perspectives as part of their decision-making process on key issues related to strategy, governance, and compensation to integrate shareholder input and emerging best practice into our governance process.

Investors have expressed strong overall support for our governance framework and executive compensation program, including the link between pay and performance, as described in our Compensation Discussion and Analysis section starting on page 31 of this Proxy Statement.

Contacting the Board

We believe communication between the Board and the Company’s shareholders is an important part of the governance process. Shareholders and other interested parties may communicate with our Board or any Director or Committee (including our Independent Chair or the non-management Directors as a group) by addressing communications to the Corporate Secretary, c/o Office of the General Counsel, S&P Global Inc., 55 Water Street, New York, New York 10041-0003 or by sending an e-mail to the Corporate Secretary at corporate.secretary@spglobal.com. Please see page 112 of this Proxy Statement for additional information.

12       2025 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Role of Board of Directors in Risk Oversight

The Board believes that effective risk management is essential to the Company’s commitment to deliver long-term shareholder value. The Board is broadly responsible for overseeing and evaluating the management of the Company, including the development and implementation of the Company’s strategic objectives, and provides direction to management in the interest of and for the benefit of the Company’s shareholders. In connection with the Board’s important role in overseeing the Company’s strategic direction for the benefit of shareholders, the Board plays an essential role in the oversight of risk management. Highlights of the Board’s risk management process include:

Role of the Board and its Committees

The Board has oversight responsibility for the Company’s risk management framework, including technology and cybersecurity risks facing the Company. Such oversight of the Company’s risk management framework by the full Board is designed to identify, measure, assess, mitigate, monitor and report risks across the Company.

In overseeing the Company’s risk management framework, the Board strives to ensure that the Company’s overall risk exposure is appropriately aligned with the Company’s strategy and agreed risk tolerances, focusing on significant strategic and competitive, financial, operational, legal and compliance, technology and cybersecurity, talent management and culture risks facing the Company.

The Board exercises its risk oversight responsibilities both directly and indirectly through the Board’s Committees by delegating oversight for specific categories of risk to its Committees, which assist the Board in evaluating the key risks faced by the Company and assessing the Company’s policies, procedures, monitoring and escalation protocols as they relate to risk management.

       2025 Proxy Statement       13

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Board and Committee Oversight of Certain Key Risks

As part of the Board’s responsibility to exercise effective and meaningful oversight of the Company’s risk management process, the Board periodically reviews key risks at the Board and Committee level and periodically assesses the appropriate oversight structure for such risks.

Board Oversight of Technology and Cybersecurity Threats

The Board has oversight responsibility for the Company’s risk management framework, including technology and cybersecurity risks facing the Company. The Company’s Board, and Nominating and Audit Committees, gave significant consideration over the past several years to the appropriate Board and Committee oversight structure for risks associated with technology and cybersecurity. The full Board receives briefings from management on enterprise-wide technology, cybersecurity risk management and the overall technology and cybersecurity environment by management. Specifically, the full Board receives biannual reports from the Chief Digital Solutions Officer and the Chief Information Security Officer (“CISO”).

The Board coordinates with the Audit Committee and Finance Committee to ensure active Board- and Committee-level oversight of the Company’s technology and cyber risk profile, enterprise technology and cyber strategies, and information security initiatives. In addition, the Board has delegated primary responsibility for oversight of the Company’s key risks, including cybersecurity, to the Audit Committee. The Audit Committee reviews technology and cybersecurity risks, as well as the Company’s risk mitigation processes and internal control procedures to protect sensitive business information. The Audit Committee also receives regular updates from the Chief Digital Solutions Officer and the CISO on the Company’s technology and cybersecurity programs. In addition, the Finance Committee oversees management’s strategy with regard to technology and associated risks, including cybersecurity risks, when considering major capital expenditures and acquisitions. The Board also receives regular updates from the Audit Committee and Finance Committee on their in-depth Committee-level reviews.

Engagement of Third-party Support

Management engages third-party services to conduct evaluations of our security controls, whether through penetration testing, independent audits or consulting on best practices to address new challenges. These evaluations include testing both the design and operational effectiveness

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

of security controls. The Company also shares and receives threat intelligence with our defense industrial base peers, government agencies, information sharing and analysis centers and cybersecurity associations.

Third-party Risk

The Company’s risk management program also assesses third-party risks, and performs third-party risk management to identify and mitigate risks from third parties such as vendors, suppliers, and other business partners associated with the Company’s use of third-party service providers. Cybersecurity risks are evaluated when determining the selection and oversight of applicable third-party service providers.

Impact of Risks from Cybersecurity Threats

The Company is regularly subject to cybersecurity attacks. None of the risks from cybersecurity threats the Company has faced to date have materially affected, and it does not believe are reasonably likely to materially affect the Company, its business strategy, results of operations or financial condition.

Human Capital Management Oversight

The Board and management view effective human capital management as critical to the Company’s ability to execute its strategy. As a result, the Board of Directors and the Compensation and Leadership Development Committee oversee and regularly engage with our CEO, Chief People Officer (the “CPO”), and other members of senior leadership on a broad range of people topics, including: talent attraction, development and leadership succession planning; compensation and benefits; workplace culture, health, safety and well-being; and employee engagement and retention. At the management level, our Chief People Officer is responsible for leading the development and execution of the Company’s human capital management strategy, also referred to as our “People” strategy, working together with other senior leaders across the Company.

Risk Assessment of Compensation Policies and Practices

At least annually, the Compensation Committee oversees a risk review of the various components of our compensation program. In 2024, the Committee and its independent compensation consultant determined that the Company’s compensation plans, programs and policies do not encourage excessive risk taking and do not present a material risk of causing behavior that is reasonably likely to have a material adverse effect on the Company. For additional information, see page 66 of this Proxy Statement.

Role of Management

While the Board provides oversight, management is responsible for the day-to-day management of the Company’s risk exposures in a manner consistent with the strategic direction and objectives established by the Board. Management provides regular updates to the Board and the Audit Committee concerning strategic, operational and emerging risks and the Company’s efforts to help mitigate those risks. As a critical component of the Company’s risk management process, management has adopted an integrated risk management framework to continuously identify, assess, measure, manage, monitor and report current and emerging non-financial risks. As part of this framework, the Company has an Executive Risk Management (ERM) Committee, which is chaired by the Company’s Chief Risk Officer. Our CISO is also a member of the ERM Committee. The ERM Committee oversees the Company’s risk management framework, including the implementation of the framework components across the Company and promotes a strong Company-wide culture of risk management, compliance and control.

       2025 Proxy Statement       15

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Talent Management and Succession Planning

The Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent and to ensure appropriate succession plans are in place so that the Company has the executive talent it needs to successfully execute the Company’s short-term and long-term business objectives.

In line with best practices, the Board regularly reviews succession planning with respect to key leaders, including the CEO. Reporting to the Board, the Nominating Committee is charged with long-term and emergency succession planning for the CEO and has established and manages a robust, thoughtful and comprehensive process for CEO and executive leadership succession planning.

Together, in consultation with the CEO, Chief People Officer (the “CPO”) and other members of management, the Nominating Committee, the Compensation Committee and the full Board review succession planning both formally, at least on an annual basis, as well as informally throughout the year in Executive Session. In light of the November CEO transition and related updates to the Executive Leadership Team, both the Nominating Committee and the Board discussed leadership succession planning topics at nearly all of their meetings in 2024.

CEO Succession

On June 27, 2024, the Company announced that Douglas L. Peterson would be retiring as Chief Executive Officer and President of the Company, to be succeeded by Martina L. Cheung, effective November 1, 2024. Over the course of his 11 years as President and CEO, Mr. Peterson’s strong leadership has left an indelible impact on the Company. In anticipation of his upcoming retirement, the Board was committed to identifying a successor with extensive experience and knowledge of the business and its customers to drive growth for the years to come.

The Nominating Committee conducted a rigorous, thoughtful and disciplined approach to succession planning:

•

Candidate Evaluation. Mr. Peterson and the Board established a clear CEO profile, which provided a framework to evaluate potential internal and external candidates. The Nominating Committee engaged the services of an independent search firm to help identify external candidates. Candidates were evaluated against the profile framework, including through structured interviews. Finalists were also required to develop a strategic plan for presentation to and discussion with the full Board.

​

•

Candidate Selection. Based on the inputs described above, the Board unanimously selected Ms. Cheung as the next CEO and best leader for the Company’s next chapter, given her proven track record of success across multiple leadership roles and her impact on our evolution and growth both in her prior roles as President of S&P Global Market Intelligence from 2019-2022 and then President of S&P Global Ratings from 2022-2024, as well as through her contributions to the Company’s most significant mergers and acquisitions, including the IHS Markit merger in 2022 and the SNL Financial acquisition in 2015.

​

•

Leadership Transition Planning. Ms. Cheung and the Board established a milestone-based transition plan to be executed against during the 4-month transition period prior to the effective date of Ms. Cheung’s appointment as President and CEO, as well as during the critical period through 2025. To facilitate the CEO transition, enable continuity, and continue to benefit from Mr. Peterson’s expertise and leadership, the Board determined that it is in the best interest of the Company and its shareholders to retain Mr. Peterson as a Senior Advisor through December 31, 2025.

​

Talent Management and Leadership Development

In addition to the work of the Board and the Nominating Committee on CEO succession planning, the Compensation Committee oversees our talent management and leadership development programs throughout the year to assist with identifying and developing the Company’s future leaders.

Our Board calendar also includes at least one meeting each year for a detailed talent review with the CEO, CPO and Compensation Committee to assess the succession readiness of the Executive Leadership Team and other high-potential talent, including a review of the Company’s talent development programs, leadership pipeline and plans for key executive positions. In addition, the Board gains exposure to and independently evaluates potential succession candidates both formally, during Board and Committee presentations, and outside the boardroom by interacting with key talent through employee engagement events, conferences and offsite meetings.

We believe that the outcome of the CEO succession planning process, including the selection of Ms. Cheung as CEO and corresponding updates to the Executive Leadership Team, is a strong testament to the leadership teams’ strengths and capabilities, as well as the Company’s ability to attract, develop and retain a deep bench of high-quality leadership talent.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Process for Identifying and Evaluating Directors and Nominees

The Nominating Committee reviews with the Board, on an annual basis, the current composition of the Board. Based on its annual review, the Committee recommends to the Board the general selection criteria for Director nominees, screens potential Director candidates and recommends the slate of Director nominees for election to the Board at the Company’s Annual Meeting in light of current and anticipated needs of the Board and its committees.

Board Refreshment and Succession Planning

We believe that thoughtful Board refreshment and proactive Director succession planning is an integral part of the Company’s ability to deliver on its long-term strategy.

Board Refreshment

To ensure the right balance of fresh new perspectives with the institutional knowledge contributed by our longer-serving Directors, the Committee regularly reviews best practices to enhance the Board’s refreshment process. Our Corporate Governance Guidelines incorporate refreshment mechanisms, including a normal retirement age of 72 and a policy providing for offers to resign upon a change in circumstances, subject to Nominating Committee review.

We value the historical knowledge and experience our long-term Directors bring to the Board. Although the Committee considers Director tenure as a factor in identifying the slate of Director nominees, tenure alone is not a critical or determinative factor.

Succession Planning and Director Recruitment Process

In anticipation of retirements, resignations and evolving strategic needs for new skills and capabilities, the Committee conducts proactive, strategy-driven Director succession planning. The succession planning and new Director recruitment process is designed to be responsive to anticipated future needs in light of evolving business, industry and market dynamics and to ensure the Board’s members bring the right balance of broad skills, experience, backgrounds, and tenure to effectively promote, support and oversee the implementation of our long-term strategy.

The Committee follows a multiphase approach to succession planning and the Director recruitment process to identify and evaluate potential new Director candidates.

As part of the evaluation process, the Committee reviews and considers available information regarding each candidate, including skills and qualifications and a range of backgrounds and experiences. The Committee also reviews the candidate’s independence, including any relationships with the Company. The Board does not have a formal policy with regard to the consideration of diversity in identifying director nominees.

Shareholder Recommendations and Nominations of Director Candidates

Candidates may come to the Committee’s attention through recommendations from current Board members, senior management, professional search firms, shareholders or other sources. The Committee will consider Director candidates recommended by shareholders and evaluates shareholder candidates based on the same selection criteria it uses for other Director candidates. Shareholder recommendations may be sent to the Corporate Secretary, c/o Office of the General Counsel, S&P Global Inc., 55 Water Street, New York, New York 10041-0003 by mail or by sending an e-mail to the Corporate Secretary at corporate.secretary@spglobal.com.

       2025 Proxy Statement       17

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Shareholder nominations should be addressed in the manner and by the deadlines described on page 111 of this Proxy Statement.

Director Training and Education

New Directors participate in a comprehensive orientation and training program to introduce them to the Company and management as well as provide information regarding our business operations and strategy. The orientation program is a valuable part of the Director onboarding process and is periodically reviewed by the Nominating Committee, together with the Corporate Secretary.

In addition, newly appointed Committee Chairs and the independent Board Chair also receive onboarding and orientation training to facilitate with their transition and assumption of new roles and responsibilities. The Nominating Committee periodically reviews these onboarding and orientation programs, including by soliciting feedback from Directors who recently participated in the onboarding programs, and coordinates with the Corporate Secretary and management on the program design and the implementation of recommended future enhancements.

To enhance their understanding of the Company’s business, Directors also participate in off-site meetings at our various offices across the globe where they interact directly with local personnel responsible for day-to-day operations. These activities ensure that our Board members remain knowledgeable and informed of the most important business issues facing our Company and have deeper access to talent.

Throughout their tenure, Directors are also encouraged to enroll in educational and training programs, and the Nominating Committee periodically reviews participation in such programs. In addition, the full Board receives regular management updates on industry and corporate governance developments affecting the Company and conducts in-depth bi-annual strategy sessions to discuss the most critical strategic issues, opportunities and challenges facing the Company.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Director Skills, Qualifications and Experience

The Nominating Committee has reviewed with the Board the specific experience, qualifications, attributes and skills of each Director nominee standing for election at this Annual Meeting. The Committee has concluded that each Director nominee has the appropriate skills and qualifications required of Board membership and that each possesses an in-depth knowledge of the Company’s complex global businesses and strategy.

Director Skills Matrix

The following table describes key experience and expertise that our Director nominees collectively possess and that we consider most relevant to the decision to nominate candidates to serve on the Board. A mark in the Director skills matrix below indicates a specific or specialized area of focus or expertise that each Director nominee brings to the Board. Not having a mark does not mean the Director does not possess that qualification or skill.

Additional information regarding the experience and key competencies of each individual Director nominee and current Director, as reviewed and considered by the Committee, is provided on pages 20 through 24 of this Proxy Statement.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

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.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

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.

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

       2025 Proxy Statement       25

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

*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.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

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

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

       2025 Proxy Statement       27

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Membership and Meetings of the Board and Its Committees

In 2024, no Director attended fewer than 75 percent of the aggregate of the total number of meetings of the Board and the Committees on which he or she served. Committee membership for each Director as of the end of fiscal year 2024 and the number of meetings of the full Board and each Committee held during 2024 are shown in the table below. The Board held 10 meetings in 2024.

(1)

Ms. Cheung joined the executive committee in November, 2024

​

(2)

Ms. McWhinney retired from the Board at the Annual Shareholders Meeting in May, 2024

​

In 2024, the independent Directors met in executive sessions at least 10 times without any member of management present. Current committee composition for fiscal year 2025 is reflected on pages 25 through 27 of this Proxy Statement.

Annual Meeting Attendance

It is the Company’s policy that, subject to illness or an unavoidable schedule conflict, all Directors will attend and be introduced at the Annual Meeting. All of our Directors attended the 2024 Annual Meeting.

Executive Sessions

Executive sessions of our independent directors are held at both the beginning and end of every regularly scheduled Board meeting as well as whenever deemed appropriate by the Board. Each session is chaired by the independent Chair of the Board who may, at his discretion, invite the Company’s President and Chief Executive Officer, other employees or independent outside advisors or experts to participate.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has an executive officer serving as a member of our Board of Directors or Compensation Committee.

Director and Officer Indemnification and Insurance

Each Director and certain of our executive officers have entered into an indemnification agreement with the Company that provides indemnification for judgments and amounts paid in settlement and related expenses to the fullest extent permitted under the applicable provisions of the New York Business Corporation Law. indemnification will be reduced to the extent that a Director or executive officer is indemnified by the Company’s Directors’ and Officers’ liability insurance.

The Company has for many years had an insurance program in place that provides Directors’ and Officers’ liability insurance coverage. The Company’s current insurance coverage was purchased for the period of May 15, 2024 to May 15, 2025 for a premium of approximately $3.8 million. This insurance is provided by a consortium of carriers that includes: AIG, Berkshire Hathaway Specialty Insurance, Great American,

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Travelers, Nationwide, Sompo, CAN, Starr, Zurich American Insurance Company, AXIS, Markel, Swiss Re, Allianz, Atri, Ascot, Canopius, Westfield, Falcon. This program also includes additional capacity dedicated to providing excess coverage for Directors and certain of our executive officers when the Company cannot indemnify them. The additional capacity is provided by the following consortium of carriers: AIG; RLI; Berkshire Hathaway Specialty Insurance; Continental Casualty Company; Berkeley Insurance Company; XL; U.S. Specialty Insurance Company; Zurich American Insurance Company; and Travelers.

The Company also maintains a fiduciary liability insurance program that covers Directors and employees who serve as fiduciaries for our employee benefit plans. This coverage, subject to a number of standard exclusions and certain deductibles, indemnifies the Directors and employees from alleged breaches of fiduciary or administrative duties, as defined in the Employee Retirement Income Security Act of 1974 or similar laws or regulations outside the United States. The Company’s current fiduciary liability coverage was purchased for the period of May 15, 2024 to May 15, 2025 for a premium of approximately $427,000. This insurance is provided by a consortium of carriers that includes: Sompo; Westfield; AIG; AXA XL and Nationwide.

Transactions with Related Persons

Under SEC rules, we are required to disclose material transactions with the Company in which “related persons” have a direct or indirect material interest. Related persons include any Director, nominee for Director, executive officer of the Company, any immediate family members of such persons, and persons known by the Company to be beneficial owners of more than five percent of the Company’s voting securities, and any immediate family members of such beneficial owners.

Based on information available to us and provided to us by our Directors and executive officers, we do not believe that there were any such material transactions with related persons in effect since January 1, 2024, or any such material transactions proposed to be entered into during 2025.

From time to time, shareholders that own more than five percent of our common stock subscribe to, license or otherwise purchase, in the normal course of business, certain of our products and services. These transactions are negotiated on an arm’s-length basis and are subject to review by the Company’s Nominating Committee as described below. During 2024, BlackRock, Inc. and The Vanguard Group, Inc. and/or their respective affiliates subscribed to, licensed or otherwise purchased in the normal course of business, certain of our products and services. Revenues recognized by us from subscriptions, licenses and other fees related to our products and services by BlackRock, Inc. and The Vanguard Group, Inc., and/or their respective affiliates, for fiscal 2024 were approximately $193.2 million and $88.7 million, respectively.

The Company’s Nominating Committee reviews and considers transactions with related persons under the Company’s written policy that requires the Committee to review and approve any related person transactions. Under the policy, all related persons are required to promptly notify our Corporate Secretary of any proposed related person transaction. Following notice to our Corporate Secretary, the proposed transaction is then presented to the Nominating Committee for its review and consideration at the next Committee meeting. Any ongoing and previously approved related person transactions will be reviewed by the Committee on an annual basis. In reviewing any proposed (or previously approved and ongoing) related person transaction, the Committee must consider all relevant facts and circumstances, including, without limitation, the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to the Company, opportunity costs of alternate transactions, the materiality and character of the related person’s direct or indirect interest, and the actual or apparent conflict of interest of the related person. Approval of a related person transaction (or ratification of a previously approved and ongoing related person transaction) will be given only if it is determined by the Committee that such transaction is in (or not inconsistent with) the best interests of the Company and its shareholders.

       2025 Proxy Statement       29

   

Item 2. Proposal to Approve, on an Advisory Basis, the Executive
Compensation Program for the Company’s Named Executive Officers

Under the rules of the SEC, the Company is required to provide its shareholders with the opportunity to cast an advisory vote on the executive compensation program for the Company’s named executive officers. This proposal is frequently referred to as a “say-on-pay” vote, which is required under Section 14A of the Securities Exchange Act. Shareholders voted, on an advisory basis, in favor of casting the advisory say-on-pay vote on an annual basis at the 2023 Annual Meeting.

The Company’s executive compensation program is intended to attract, motivate and reward the executive talent required to achieve our corporate objectives and increase shareholder value. We believe that our executive compensation program is both competitive and strongly focused on pay-for-performance principles, and provides an appropriate balance between risk and rewards. Our executive compensation program:

•

aligns compensation with shareholder value on an annual and long-term basis through a combination of base pay, annual cash incentives and long-term stock-based incentives;

​

•

includes a mix of compensation elements that emphasizes performance results, with approximately 86% of the 2024 targeted compensation for Martina Cheung, the Company’s current Chief Executive Officer (in effect as of November 1, 2024) (and 92% of her 2025 targeted compensation), 94% of the 2024 targeted compensation for Douglas Peterson, the Company’s former Chief Executive Officer (in effect prior to November 1, 2024), and 83% of the 2024 targeted compensation for the other named executive officers (excluding our former Chief Financial Officer) comprised of variable, incentive-based pay;

​

•

delivers annual incentive payouts based on the achievement of approved quantitative performance goals, which were based on non-GAAP ICP Adjusted EBITA Margin and non-GAAP ICP Adjusted Revenue enterprise-level Company goals and, as appropriate, for our division leaders, division-level goals for 2024;

​

•

aligns the interests of executives with those of shareholders through long-term stock-based incentives comprised of Performance Share Units that are based on the achievement of non-GAAP ICP Adjusted EPS targets. The Performance Share Unit awards granted in 2024 vest at the end of a three-year award cycle, with payment ranging up to a maximum of 200% of the target award based on the attainment level of a three-year cumulative diluted adjusted EPS goal; and

​

•

has features designed to mitigate risks and further align executive compensation with shareholder interests, including stock ownership requirements, multiple pay recovery (clawback) policies, an anti-hedging and pledging policy and limited perquisites.

​

Our executive compensation program is described in the Compensation Discussion and Analysis, related compensation tables and other narrative executive compensation disclosures required by the disclosure rules of the SEC, all of which are found in this Proxy Statement. In particular, the Compensation Discussion and Analysis, beginning on page 31 of this Proxy Statement, describes the Company’s executive compensation program in detail, and we encourage you to review it.

Since the vote on this proposal is advisory, it is not binding on the Company. Nonetheless, the Compensation and Leadership Development Committee, which is responsible for approving the overall design and administering certain aspects of the executive compensation program, will take into account the outcome of the vote when making future executive compensation decisions. The Board of Directors recommends that you approve the following resolution that will be submitted for a shareholder vote at the 2025 Annual Meeting in support of the Company’s executive compensation program:

RESOLVED: That the shareholders of the Company approve, on an advisory basis, the executive compensation program for the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, related compensation tables and other narrative executive compensation disclosures included in the Proxy Statement for this Annual Meeting.

Unless you specify otherwise, the Board intends the accompanying proxy to be voted for this proposal.

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COMPENSATION DISCUSSION AND ANALYSIS​

EXECUTIVE COMPENSATION MATTERS
COMPENSATION DISCUSSION AND ANALYSIS

The Compensation and Leadership Development Committee of our Board of Directors (the “Compensation Committee” or the “Committee”), comprised of independent Directors, oversees our compensation program for senior executives on behalf of our Board. This Compensation Discussion and Analysis (“CD&A”) describes our named executive officer compensation program and the basis for the compensation paid to our named executive officers for 2024, as well as certain key compensation decisions that have been approved for our named executive officers for 2025.

*

Our CD&A, found on pages 31 through 68 of this Proxy Statement, includes adjusted financial information. For 2021 and 2022, adjusted financials are presented on a pro forma basis as if the merger with IHS Markit had closed on January 1, 2021. For pro forma to non-GAAP pro forma adjusted reconciliations refer to Exhibit 99.2 of the current report on Form 8-K furnished on February 8, 2024. For the years 2023 and 2024, adjusted financials represent the Company’s stand-alone performance. For a reconciliation of the adjustments to comparable financial measures calculated in accordance with generally accepted accounting principles (“GAAP”) in the U.S., please see Appendix A. The non-GAAP financial information included in this Proxy Statement 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 named executive officers.

​

       2025 Proxy Statement       31

COMPENSATION DISCUSSION AND ANALYSIS  (continued)

2024 Named Executive Officers

The named executive officers (“NEOs”) of the Company for 2024 who are current executive officers are as follows:

*

Reflects titles and roles as of December 31, 2024. Title and role changes for the NEOs that occurred during 2024 are described directly below.

​

The following individuals were also NEOs for 2024; however, they are either no longer with the Company or their role with the Company has changed, as described directly below.

•

Douglas L. Peterson — Senior Advisor; Former President and Chief Executive Officer

​

•

Christopher F. Craig — Corporate Controller, Chief Accounting Officer; Former Interim Chief Financial Officer

​

•

Ewout L. Steenbergen — Former Executive Vice President, Chief Financial Officer

​

•

Adam J. Kansler — Former President, S&P Global Market Intelligence

​

2024 CEO and Executive Leadership Team Transition

Following a rigorous, multi-year succession planning process led by the Company’s Board of Directors (as previously described on pages 2 and 16 of this Proxy Statement), Martina Cheung was unanimously appointed by the Board to be our next President and CEO, effective November 1, 2024.

The Board conducted a thorough and thoughtful succession process to identify Ms. Cheung as the best leader for the Company’s next chapter, given her proven track record of success across multiple leadership roles and her impact on our evolution and growth both in her prior roles as President of S&P Global Market Intelligence from 2019-2022 and then President of S&P Global Ratings from 2022-2024, as well as her contributions to the Company’s most significant mergers and acquisitions, including the IHS Markit merger in 2022 and the SNL Financial acquisition in 2015.

In connection with Ms. Cheung’s appointment as President and CEO and related transition planning, we reconstituted our “Executive Leadership Team” as follows in late 2024 through early 2025 (hereinafter described as the “Executive Leadership Team Transition”) to position the Company for its next stage of strategic growth:

•

Martina Cheung was unanimously appointed by the Board to be our President and CEO, effective November 1, 2024, and was appointed as a member of the Board, effective as of July 1, 2024. Prior to such appointment, among other roles, Ms. Cheung previously served as the President of S&P Global Ratings.

​

•

Douglas Peterson retired as our President and CEO, effective November 1, 2024, after 11 years of exceptional leadership. Mr. Peterson will remain on the Board until his retirement as a director at the 2025 Annual Shareholder Meeting and will also continue to serve as an employee and Senior Advisor to the Company until December 31, 2025, pursuant to the terms of a Senior Advisor Agreement described in detail on page 47 of this Proxy Statement.

​

•

Ewout Steenbergen resigned as Chief Financial Officer (“CFO”), effective February 12, 2024, in advance of his departure from the Company in March 2024. Following Mr. Steenbergen’s resignation, Christopher Craig served as the Interim CFO from February 12,

​

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COMPENSATION DISCUSSION AND ANALYSIS  (continued)​

2024 until February 19, 2025, while continuing to hold his prior roles as Corporate Controller and Chief Accounting Officer. Eric Aboaf joined the Company as CFO on February 19, 2025.

•

Sally Moore transitioned from her role as Global Head of Strategy, M&A and Partnerships to her current role as Chief Client Officer, effective November 1, 2024. In this new role, Ms. Moore is responsible for leading enterprise commercial strategy, along with leading Strategic Alliances, Marketing and Branding.

​

•

Steven Kemps, Chief Legal Officer, assumed an expanded role, effective November 1, 2024, adding leadership of the Company’s Corporate Compliance and Risk functions to his leadership roles in the Legal, Government Affairs and Global Security functions.

​

•

Saugata Saha transitioned from his role as President, S&P Global Commodity Insights to President, S&P Global Market Intelligence, effective November 1, 2024. In addition, Mr. Saha was simultaneously appointed Chief Enterprise Data Officer, in charge of leading enterprise-wide efforts to expand and connect the Company’s vast data estate.

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•

Adam Kansler entered into a separation and release agreement with the Company in October 2024 (discussed on page 65 of this Proxy Statement) in connection with his involuntary termination of employment as President of S&P Global Market Intelligence, effective November 1, 2024. Mr. Kansler remained with the Company as an employee and advisor through March 1, 2025.

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Other changes to the Executive Leadership Team not pertaining directly to our 2024 NEOs and not disclosed in this section can be found in the Company’s press release dated October 17, 2024.

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Adjustments to NEO compensation targets and arrangements to reflect the Executive Leadership Team Transition are described below in this CD&A.

Compensation Philosophy

Our people are the foundation of our business. Maintaining a performance-driven culture is one of the key components of our corporate strategy to Power Global Markets. Our compensation philosophy is to reward excellence in leadership to exceed the needs of our customers, navigate the successful implementation of our business strategy, and build sustainable growth by linking a significant portion of executive pay to multiple performance metrics tied to short-term and long-term shareholder value creation. By connecting executive pay outcomes to drivers of shareholder value, we implement our compensation practices with transparency and within the framework of pay-for-performance in a manner that we believe helps us attract and retain the highest-quality global executive talent at our leadership levels and propel us forward for the future.

       2025 Proxy Statement       33

COMPENSATION DISCUSSION AND ANALYSIS  (continued)

Financial Performance Highlights

Company Financial Performance

The Company made progress towards its financial targets, which were announced at its last Investor Day, increasing revenue by 14% year-over-year and prudently managing expenses while returning more than $4.4 billion to shareholders and raising our annual dividend for the 52nd consecutive year. We also took steps to optimize the portfolio of our businesses with the decision to acquire Visible Alpha, ProntoNLP, and World Hydrogen Leaders and divest Fincentric and PrimeOne, helping put us in a position to grow in markets where we can leverage our strengths across the entire enterprise.

The Compensation Committee uses three key financial measures to assess executive officer performance: (1) non-GAAP Incentive Compensation Program (“ICP”) Adjusted Revenue (“non-GAAP ICP Adjusted Revenue”); (2) non-GAAP ICP Adjusted Earnings before Interest, Taxes and Amortization Margin (“non-GAAP ICP Adjusted EBITA Margin”); and (3) non-GAAP ICP Adjusted Diluted Earnings Per Share (“non-GAAP ICP Adjusted EPS”).

34       2025 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS  (continued)​

(1)

Key Executive Short-Term Incentive Compensation Plan (“STIC”).

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For a reconciliation of the adjustments to comparable financial measures calculated in accordance with U.S. GAAP, please see Appendix A.

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Year-over-year (“YOY”).

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Significant Business Milestones

We achieved meaningful progress advancing key initiatives in support of our strategy to Power Global Markets in 2024:

       2025 Proxy Statement       35

COMPENSATION DISCUSSION AND ANALYSIS  (continued)

36       2025 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS  (continued)​

Pay-for-Performance Overview

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).

Say-on-Pay

The Company values shareholder perspectives on our executive compensation program. Shareholders voted in favor of casting an advisory vote on the executive compensation program for the Company’s NEOs — the “say-on-pay” vote — on an annual basis at the 2023 Annual Meeting. As part of the Compensation Committee’s annual review of the program, it considers the outcome of the Company’s annual shareholder advisory vote on the compensation of the Company’s NEOs. Approximately 95.6% of the “say-on-pay” advisory votes cast in 2024 were in favor of our executive compensation program.

Although the 2024 “say-on-pay” results indicated strong support for our program, the Company believes it is important to engage with our shareholders, regardless of our approval rating. As described in further detail on pages 11 through 12 of this Proxy Statement, we engage in active year-round dialogue and outreach with our shareholders to discuss governance, executive compensation and other matters, and to solicit shareholder feedback. No significant concerns relating to the Company’s compensation program were raised by investors this year during our shareholder engagement efforts.

       2025 Proxy Statement       37

COMPENSATION DISCUSSION AND ANALYSIS  (continued)

History of Executive Compensation Program Changes

The changes described below show key enhancements to our compensation programs that we have made over time, and which continue to be in effect. We believe that these improvements demonstrate our responsiveness to and alignment with our shareholders and exhibit our commitment to incorporating best practices, pay-for-performance, and adapting to market conditions. Other than the change to our PSU performance measurement first disclosed in our 2024 Proxy Statement and discussed beginning on page 61 of this Proxy Statement, we did not make any material changes to our executive compensation program for 2024.

38       2025 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS  (continued)​

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

The Compensation Committee regularly reviews best practices in executive compensation and governance and has revised our policies and practices over time to maintain alignment with such standards. Today these practices include:

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What We Do in Alignment with Shareholder Interests and Sound Governance

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COMPENSATION PRACTICE

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COMPANY POLICY

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MORE DETAIL

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Pay-for- Performance & Shareholder Alignment

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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.

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Pgs. 40-42

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Robust Stock Ownership Guidelines

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We have meaningful stock ownership guidelines for our Directors and executive officers. The executive guidelines require 100% retention until the guidelines are met.

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Annual Shareholder Say-on-Pay

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We value our shareholders’ input and seek an annual non-binding advisory vote from shareholders on our executive compensation program for our NEOs.

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Shareholder Outreach and Input

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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.

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Pay Recovery (Clawback) Policies

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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.

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Anti-Hedging and Anti-Pledging Policy

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Our insider trading policies prohibit Directors, officers and other designated employees from engaging in hedging and pledging transactions related to Company stock.

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What We Don’t Do in Alignment with Shareholder Interests and Sound Governance

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No Single Trigger Change-in-Control

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Our Long-Term Incentive Plan awards are subject to “double-trigger” treatment in the case of a change-in-control (i.e., unvested awards are accelerated only if there is both a change-in-control and an involuntary termination of employment).

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No Excessive Perquisites

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We do not provide excessive executive perquisites to our NEOs and we believe our limited perquisites are reasonable and competitive.

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No Tax Gross-Ups

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We do not provide tax gross-ups in connection with any perquisites or in the event of any “golden parachute payment” in connection with a change-in-control.

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No Dividends on Unearned Awards

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We do not pay dividends on unearned PSUs or Restricted Stock Unit (“RSU”) awards.

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No Employment Contracts

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None of our NEOs have a formal, fixed-term employment contract, other than Mr. Peterson’s agreement for his term as a Senior Advisor.

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No New Pension Participants

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We froze both our U.S.-based defined benefit pension plans to new participants and future accruals, effective as of April 1, 2012.

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       2025 Proxy Statement       39

COMPENSATION DISCUSSION AND ANALYSIS  (continued)

Compensation Objectives

A highly engaged and performance-driven workforce is essential to a sustainable customer focus and our execution of our business strategy to Power Global Markets. People total rewards programs are critical to effectively managing the overall people experience and ensuring our ability to compete for and engage exceptional executive talent. The main objectives of our executive compensation philosophy are to deliver competitive total rewards programs that drive performance, motivate and create shareholder value.

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.

40       2025 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS  (continued)​

These pay mixes reflect the following compensation elements:

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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.

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For Mr. Peterson, reflects the 2024 base salary, annual incentive target and long-term incentive target in effect prior to his resignation as CEO.

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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.

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       2025 Proxy Statement       41

COMPENSATION DISCUSSION AND ANALYSIS  (continued)

Overview of Pay Elements

For 2024, guided by our compensation philosophy and objectives, our executive compensation program consisted of the elements listed below. The Compensation Committee believes that each compensation element, and all of these elements combined, are important for maintaining an executive compensation program that is competitive, performance-based and focused on creating shareholder value.

42       2025 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS  (continued)​

Roles and Responsibilities

       2025 Proxy Statement       43

COMPENSATION DISCUSSION AND ANALYSIS  (continued)

Setting Compensation

The Compensation Committee considers the following factors in using its discretion to determine the amount and form of compensation to be awarded to each of our NEOs and in structuring the design of the Company’s executive compensation programs.

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:

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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.

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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.

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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.

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.

44       2025 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS  (continued)​

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.