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S&P Global Inc.

For the period ended May 1, 2024. Filed Mar 19, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 1, 2024 · Filed Mar 19, 2024

SPGI$467.80-1.0%Stored close · as of Nov 6, 2026
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Contents

Setting Compensation

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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 2023, the Compensation Committee measured our compensation opportunities for executive officers against the following benchmarking sources:

Proxy Peer Group: The Committee, with the assistance of Pay Governance, annually reviews our Proxy Peer Group’s NEO compensation data and realizable pay in order to perform a competitive analysis of our compensation program.

Survey Peer Groups: The Committee also considers information from the McLagan Financial Services Survey and other relevant survey data, including survey data for companies in our Proxy Peer Group that participated in the Willis Towers Watson Executive Compensation Survey.

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.

62 2024 Proxy Statement

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2023 and 2024 Proxy Peer Group Companies

Based on this review, with the assistance of Pay Governance, the Compensation Committee identified the companies listed below, which reflected no change from the 2022 Proxy Peer Group, to serve as market reference points for compensation planning and for purposes of setting the 2023 and 2024 compensation targets for our NEOs.

In terms of size, as shown in the table below, at the end of 2023, the Company’s annual revenue was between the 25th percentile and the median percentile and the Company’s market capitalization was above the 75th percentile of the 2023 Proxy Peer Group.

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

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

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Use of Market Data

Our Compensation Committee independently evaluates the performance of the CEO and utilizes compensation data for our Proxy Peer Group and the broader financial services industry to establish the CEO’s total annual target compensation, so that his base salary, target annual incentive opportunity and target long-term incentive awards are competitive with the market. The Compensation Committee refers its recommendations to the independent Directors of the Board for review and ratification. For more information on CEO historical and current target total direct compensation, see page 56 of this Proxy Statement.

For our NEOs other than the CEO, we review the range of market compensation between the 25th and 75th percentiles for our Proxy Peer Group as well as compensation survey data to develop an understanding of market pay levels for each position. Any individual element of compensation of an NEO’s total direct

2024 Proxy Statement 63

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compensation may be positioned above or below the market median based on considerations such as the scope of the NEO’s role, responsibilities, experience and performance, as well as the lack of availability of comparable market data for the NEO’s position.

We annually review compensation market data for the financial services industry in setting base salaries and short-term and long-term incentive opportunities for all our NEOs. However, we do not limit or increase individual incentive payments based solely on these market reference points. Some additional factors considered by the Compensation Committee in setting executive compensation are described further below.

Internal Pay Equity

The Compensation Committee also takes into account internal equity when making pay decisions. While there is not an established formal policy on internal pay equity guidelines, the Compensation Committee reviews compensation levels to ensure that the appropriate internal equity exists. This is determined based on various considerations, including management of revenue or operating profit, headcount responsibility, geographic scope, and job complexity.

Performance Assessment

The Compensation Committee’s consideration is further informed by the Company’s performance and assessment of each NEO’s individual performance against individual qualitative and quantitative goals and behaviors aligned with the Company’s strategic plan. The goals reflect financial targets inclusive of short-term operating goals, long-term value creation, human capital initiatives, and risk and compliance expectations. The Compensation Committee along with the entire Board (other than the CEO with respect to his review) participates in an annual review and discussion of each NEO as well as succession planning for each position, taking into consideration the critical leadership skills and experience of the NEO and the strategic importance of his or her role to the Company.

Further information on the Company’s business performance as well as each NEO’s key individual achievements for 2023 can be found beginning on page 65 of this Proxy Statement. Additionally, further information about succession planning can be found beginning on page 18 of this Proxy Statement.

Other Factors

In setting NEO compensation, the Compensation Committee also considers input from Pay Governance, feedback from the CEO (in the case of NEOs who are direct reports to the CEO) and our shareholders as well as several other factors, including business and market conditions, risk management and governance, tax and accounting matters and diversity, equity and inclusion considerations, among others.

Further information on the role of the independent compensation consultant and our shareholders can be found on page 61 of this Proxy Statement.

64 2024 Proxy Statement

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.