S&P Global Inc.
For the period ended May 7, 2025. Filed Mar 25, 2025.
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May 7, 2025 · Filed Mar 25, 2025
Contents
Long-Term Incentive Program
effectively promote focus on short-term and long-term Company performance and stockholder interests. For a list of the 2025 NEO short-term annual incentive target amounts under the 2025 STIC, see the chart above on page 55 of this Proxy Statement.
Long-Term Incentive Program
Snapshot: Long-Term Incentive Target Opportunities
| · Executive · · · · 2024Long-Term Incentive Target (1) · · · · 2025Long-Term Incentive Target · | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | M. Cheung | | | | | $3,750,000 | | | | | | $9,000,000 | | |
| | D. Peterson (2) | | | | | $16,800,000 | | | | | | $5,000,000 | | |
| | C. Craig (3) | | | | | $500,000 | | | | | | $500,000 | | |
| | E. Steenbergen | | | | | $— | | | | | | $— | | |
| | S. Moore (3) | | | | | $1,500,000 | | | | | | $2,500,000 | | |
| | S. Kemps | | | | | $2,550,000 | | | | | | $2,850,000 | | |
| | S. Saha | | | | | $2,850,000 | | | | | | $3,250,000 | | |
| | A. Kansler | | | | | $3,750,000 | | | | | | $— | | |
(1)
Reflects the 2024 long-term incentive target amounts set in early 2024. While the Compensation Committee approved certain changes to long-term incentive targets in connection with the Executive Leadership Team Transition as set forth below, such changes only went into effect starting with the 2025 LTI grants.
(2)
Mr. Peterson received an RSU grant with a value of $5,000,000 on January 1, 2025 pursuant to the Peterson Advisor Agreement, which reflects the entirety of his 2025 long-term incentive award opportunity.
(3)
2024 long-term incentive target amounts for Mr. Craig and Ms. Moore exclude the value of one-time RSU awards granted to support the critical transition period that are not considered to be part of the annual target long-term incentive opportunity for Mr. Craig and Ms. Moore, respectively. Such awards are discussed in more detail on page 47 of this Proxy Statement.
2024 Long-Term Incentive Program Award Structures
2024 Long-Term Incentive Program Award Design
To ensure that our long-term incentive program supports the main objectives of our executive compensation program and the Company’s business strategy, we periodically review our program and the structure of our long-term incentive awards granted pursuant to the program to make adjustments as our business needs change.
Annual long-term incentive awards are delivered to our NEOs as a mix of 70% PSUs and 30% RSUs.
Annual PSUs and RSUs have three-year cycles, but the RSUs are solely time-based and are not tied to performance goals.
The 2024 PSU awards are tied to performance against a three-year cumulative non-GAAP ICP Adjusted EPS goal, measuring performance for each year of the three-year performance cycle additively. Vesting of the 2024 PSU awards occurs at the end of the three-year performance cycle, subject to continued employment through the vesting date and achievement of the performance goals for such awards.
The 2024 annual RSU awards vest ratably over three years, subject to continued employment through the applicable vesting date, to provide a more effective recruitment tool, balanced by the three-year cliff vesting schedule for PSU awards.
2024 PSU Awards
While the Company continued to use a non-GAAP ICP Adjusted EPS goal for the 2024-2026 performance period for the 2024 PSUs, measurement of performance switched from the previous cycle’s three-year compound annual growth rate (CAGR) target, measuring EPS in the final performance year, to a three-year cumulative target, measuring EPS for each year of the three-year performance cycle additively. For the 2024
2025 Proxy Statement 61
PSU grants, a three-year cumulative non-GAAP ICP Adjusted EPS goal was established at the beginning of the performance period by summing the EPS targets across each of the three years comprising the performance period. Following extensive review and input from the Committee’s independent compensation consultant, the Committee approved this change for our 2024 PSU awards to better reward sustained long-term performance and reduce pressure on performance in a single-year by better capturing performance for interim years of the award cycle, thereby lowering volatility and risk.
Using non-GAAP ICP Adjusted EPS enables us to evaluate the results achieved by the Company independent of items considered isolated, non-recurring, or unusual, and we believe that such metric better measures the Company’s normal revenue, operating expenses, and operating results for compensation purposes. Non-GAAP ICP Adjusted EPS provides a good measure of return to shareholders because it considers capital allocation decisions as well as the importance of continued discipline in operating performance. Appendix A on page 113 of this Proxy Statement provides a reconciliation from GAAP results to non-GAAP ICP Adjusted EPS.
The following payout schedule was approved for the 2024 PSU Awards for the 2024-2026 performance period:
Any payments under the 2024 PSU Awards will be made during the first quarter of 2027, based on the achievement through the 2024-2026 performance period, upon performance review, discretion, and certification by the Compensation Committee.
2024 RSU Awards to Support Critical Transition Period
During 2024, we made one-time grants of RSU awards to Mr. Craig and Ms. Moore to reflect a significant increase in responsibilities and drive continued positive momentum advancing Company strategy. We do not have a regular practice of granting one-time awards to our Executive Leadership Team. The awards are not considered part of the executives’ total target compensation. More information can be found on page 47 of this Proxy Statement.
2024 Long-Term Incentive Program Award Grants
For detailed information concerning each grant made to the NEOs in 2024, see the 2024 Grants of Plan-Based Awards Table beginning on page 72 of this Proxy Statement.
2022 PSU Award Achievement
Our 2022 PSU awards for the performance period 2022-2024 were based on the achievement of the following non-GAAP pro forma ICP Adjusted EPS growth goal during the cycle:
The 3-year non-GAAP pro forma ICP Adjusted EPS CAGR during the cycle was 11.4%, after adjusting for the pro forma effect of change in tax rate and dilution in connection with the merger with IHS Markit, relief from suspension of operations in Russia, and divestitures of the Engineering Solutions business. Based on this achievement, the 2022 PSU award was earned at 40.07% of target.
2025 Long-Term Incentive Program Design and Targets
2025 Long-Term Incentive Program Award Design
The Compensation Committee determined not to make any changes to the long-term incentive program design or structure for 2025.
2025 Long-Term Incentive Target Determination
In connection with the Executive Leadership Team Transition and effective for fiscal year 2025, the Compensation Committee, using benchmarking analysis and input from Pay Governance, along with feedback from the CEO (in the case of NEOs who are direct reports to the CEO), in order to effectively promote sustained long-term Company performance and stockholder interests, determined to increase the total long-term incentive target award amounts, respectively, for Mses. Cheung and Moore and Messrs. Kemps and Saha. As discussed beginning on page 46 of this Proxy Statement, increases to target long-term incentive awards for the following individuals were intended to provide them with a competitive level of long-term incentive pay that better reflects the nature of their expanded roles and responsibilities.
62 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.