S&P Global Inc.
For the period ended May 7, 2025. Filed Mar 25, 2025.
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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 7, 2025 · Filed Mar 25, 2025
Contents
Overview of Pay Elements
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.
| | | | | | ELEMENT | | | | DESCRIPTION | | | | LINK TO STRATEGY & BUSINESS | | | | MOREDETAIL | | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | ANNUAL | | | | FIXED | | | BaseSalary | | | | • Market competitive fixed pay, reflective of individual experience, tenure in role, scope of responsibility, leadership skills and other abilities. • Reviewed on an annual basis (or an ad hoc basis for role changes or other exigent circumstances) against individual performance and compensation market data and adjusted, as appropriate, to maintain market alignment. | | | | • Competitive base salaries help attract and retain key executive talent. • Material adjustments are based on individual performance and market data and are not guaranteed. | | | | Pg. 55 | | |
| | VARIABLE / PERFORMANCE|BASED | | | Short-TermAnnualIncentive | | | | • Performance-based cash compensation dependent on performance against annually established criteria, weighted 70% on Company business objectives and 30% on individual goals (described in detail below). • Our NEOs are assigned a target incentive award with the actual award calculated as a percentage of this target. • The maximum incentive award payout is capped at 200% of the target award. | | | | • Rewards performance to achieve short-term business objectives that draw focus to both top-line and bottom-line growth measured by annual organic revenue and increased profitability. We believe this ultimately creates greater efficiencies, and drives increased long-term shareholder value. • Motivates executives to deliver individual performance against strategic objectives. | | | | Pg. 55 | | ||||||
| | | LONG|TERM | | | | Long-TermIncentives | | | | PSUs | | | | • 70% of the target total long-term incentive award value for our NEOs. • For 2024, based on three-year cumulative non-GAAP ICP Adjusted EPS goal with maximum earnings potential capped at 200% of the target award. • Awards vest upon completion of the three-year performance period, subject to continued employment, and are settled upon the Compensation Committee’s certification of performance. No dividends are paid on unearned PSUs. | | | | • These long-term incentive awards promote executive share ownership and alignment with shareholders’ interest in the Company’s long-term growth. • Plan design ensures that executives have compensation that is performance-based for longer periods of time and mitigates excessive risk-taking over a long-term horizon. • Awards are subject to full or partial forfeiture in the event that an executive terminates employment. • Long-term incentive awards are generally granted to our NEOs on an annual basis on March 1. • We do not currently grant awards of stock options, stock appreciation rights or similar option-like instruments; therefore, we do not have any policies or practices on the timing of such awards in relation to the disclosure of material nonpublic information. | | | | Pg. 61 | |
| | RSUs | | | | • 30% of the target total long-term incentive award value for our NEOs. • The ultimate value of the RSUs is tied to Company performance through stock price. • For 2024, annual cycle awards vest ratably on each of the three fiscal year-end dates following the grant date of the award, subject to continued employment through such vesting dates. No dividends are paid on unearned RSUs. | | | ||||||||||||||||
| | | | | | | | Other | | | | • Health, welfare and retirement programs. | | | | • NEOs generally participate in the same benefit programs that are offered to other salaried employees. | | | | Pg. 63 | | |||
| | | | | | | • Limited perquisites. | | | | • Reasonable, limited perquisites are provided to executives to facilitate strong performance on the job, enhance their productivity and ensure business continuity. | | | | Pg. 63 | | ||||||||
42 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.