S&P Global Inc.

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PROXY SUMMARY​

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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.

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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.

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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.

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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

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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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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.

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