S&P Global Inc.

​

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 2024 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.

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 2023 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 to Power Global Markets. In 2023, we achieved meaningful progress delivering against the five strategic pillars of our multi-year enterprise and divisional strategy.

2023 Performance Highlights

Despite market volatility and macroeconomic uncertainty, 2023 was a year of significant achievement across our company, marked by strong financial results, valuable product innovation, greater collaboration across our teams and deeper commitments to the communities in which we live and work.

2024 Proxy Statement 1

PROXY SUMMARY (continued)

​

Proxy Voting Roadmap

2024 Annual Meeting Information

Proposal to be Voted on and Board Voting Recommendations

2 2024 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 Deborah McWhinney, are being nominated at this Annual Meeting for one-year terms, which will expire at the Annual Meeting in 2025 (See Item 1 on page 6). Deborah McWhinney will not stand for re-election at the Annual Meeting.

Current Board and Committee Membership

• Member * Committee Chair★ Chairperson of the Board

Our twelve director nominees are comprised of current directors with diverse 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 29. Detailed information about each director nominee’s qualifications, experience and expertise can be found in their biographies starting on page 31.

Nominee Profile & Demographics

2024 Proxy Statement 3

PROXY SUMMARY (continued)

​

Nominee 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:

•

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 93% of the 2023 targeted compensation for Douglas L. Peterson, the Company’s Chief Executive Officer, and approximately 85% of the 2023 targeted compensation for the other named executive officers being performance-based;

•

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 2023;

•

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. For 2023, the Performance Share Unit award vests at the end of a three-year award cycle, with payment ranging up to a maximum of 200% of the shares based on the achievement of compound annual diluted adjusted EPS growth goals; 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.

4 2024 Proxy Statement

PROXY SUMMARY (continued)​

​

Item 3. Proposal to Approve Amendments to the

Director Deferred Stock Ownership Plan

The Board is seeking shareholder approval to amend and restate the S&P Global Inc. Director Deferred Stock Ownership Plan (the “Director Plan”) to modify certain terms of the Director Plan to better align with Company policies and objectives.

If approved by our shareholders, the Director Plan will be amended primarily to replace the annual deferred share award limit of $185,000 with a maximum cap on the combined total annual compensation of $1,000,000 for both cash and equity-based compensation. For clarity, the $1,000,000 cap does not represent the amount that we expect to pay our non-employee directors, but rather is intended to provide us with flexibility to provide modest increases to non-employee director compensation from time to time in order to bring us closer to market median pay levels.

Based on the findings of Pay Governance LLC in the first competitive pay analysis of our non-employee director compensation program since our merger with IHS Markit, the Company’s total director compensation in 2023 was well below the 25th percentile of our Proxy Peer Group. The last competitive pay analysis of our non-employee director compensation was conducted in 2018, almost six years ago, and no changes have been made to our director compensation program since 2019. If the Director Plan amendment is adopted, we intend to increase the value of the annual deferred share award for our non-employee directors from $160,000 to$225,000.

We believe these changes to total director compensation preserve our program’s emphasis on deferred equity compensation, which aligns the interests of our Directors with the financial performance of the Company and promotes long-term shareholder value.

Item 4. Proposal to Ratify Appointment of Independent Auditor

The Audit Committee has appointed Ernst & Young LLP to serve as the independent Auditor of the Company and its subsidiaries for 2024. Although not required to do so, the Board is submitting the appointment of this firm for ratification by the Company’s shareholders for their views. 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 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.

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.

2024 Proxy Statement 5