S&P Global : Proxy Statement2024

2024

Proxy Statement

No

of Shareholders

Wednesday, May 1, 2024

55 Water Street

New York, NY 10041-0003

March 19, 2024

Dear Fellow Shareholder:

On behalf of our Board of Directors and management, we cordially invite you to attend our Annual Meeting of Shareholders at 8:30 a.m. (EDT) on Wednesday, May 1, 2024.

The Annual Meeting of Shareholders will be held in a virtual-only meeting format, via live webcast, and there will not be a physical meeting location. You will be able to attend the Annual Meeting of Shareholders online and to vote your shares electronically at the meeting by visiting https://meetnow.global/MM7UHQT.

The Notice of Annual Meeting of Shareholders and Proxy Statement accompanying this letter describe the business we will consider at the Annual Meeting. Your vote is very important. We urge you to vote to be certain your shares are represented at the Annual Meeting even if you plan to virtually attend. Most shareholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. Please refer to your proxy materials or the information forwarded by your bank, broker or other holder of record to see which methods are available to you.

We look forward to seeing you at the Annual Meeting.

Richard E. Thornburgh	Douglas L. Peterson
Chairman of the Board	President and Chief Executive Officer

55 Water Street

New York, NY 10041-0003

Notice of Annual Meeting of Shareholders

To Be Held Wednesday, May 1, 2024

The Annual Meeting of Shareholders of S&P Global Inc. will be held on Wednesday, May 1, 2024, at 8:30 a.m. (EDT) in a virtual-onlyformat, via the Internet at https://meetnow.global/MM7UHQT. At the Annual Meeting, shareholders will be asked to:

	Items of Business	Board's Recommendation
1.	Elect 12 Directors;	FOR each Director Nominee
2.	Approve, on an advisory basis, the executive compensation program	FOR
	for the Company's named executive officers, as described in this Proxy
	Statement;
3.	Approve the Company's Director Deferred Stock Ownership Plan, as	FOR
	Amended and Restated;
4.	Ratify the appointment of Ernst & Young LLP as the Company's	FOR
	independent auditor for 2024;

5. Consider any other business, if properly raised.

This notice and proxy statement is being mailed or made available on the Internet to shareholders on or about March 19, 2024. These materials describe the matters being voted on at the Annual Meeting and contain certain other information. In addition, these materials are accompanied by a copy of the Company's 2023 Annual Report that includes financial statements as of and for the fiscal year ended December 31, 2023.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS:

This Notice of Annual Meeting and Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2023 are available on the Internet at www.spglobal.com/proxy.

All shareholders of record as of close of business on March 11, 2024 will be entitled to vote at the virtual Annual Meeting. If you choose to attend and vote your shares at the virtual S&P Global Annual Meeting, you will need a unique 15-digit control number, which is included on your proxy card. Beneficial owners who would like to attend and vote at the virtual Annual Meeting should request a "legal proxy" (contact your bank or broker).

Please cast your votes by one of the following methods:

The Internet

Signing and Mailing a Proxy Card

Toll-Free Telephone

Your vote is very important. We encourage you to vote by proxy even if you plan to attend the virtual Annual Meeting.

By Order of the Board of Directors,

Taptesh (Tasha) K. Matharu

Deputy General Counsel &

Corporate Secretary

New York, New York March 19, 2024

			TABLE OF CONTENTS
Proxy Summary	1		Item 2. Proposal to
			Approve, on an Advisory
Item 1. Election of	6		Basis, the Executive
Directors		Compensation Program for
			the Company's
Board of Directors and			Named Executive Officers	49
Corporate Governance	7		Executive Compensation
Enhanced Corporate
		Matters	50
Governance Environment	7
Corporate Governance			Compensation Discussion	50
Materials	8		and Analysis
Director Independence	8		Compensation Committee
Leadership Structure of
		Report	87
the Board of Directors	9		Executive Compensation
Board and Committee			88
Self-Evaluations	10		Tables
Shareholder Engagement	11		2023 Summary
Role of Board of Directors in			Compensation Table	88
		2023 Grants of Plan-Based
Risk Oversight	14
Talent Management and			Awards Table	91
		Outstanding Equity Awards at
Succession Planning	18
Corporate Responsibility and			2023 Fiscal Year-End Table	93
Diversity, Equity and Inclusion	19		Option Exercises and Stock
Process for Identifying			Vested in 2023 Table	95
and Evaluating Directors and			2023 Pension Benefits Table	96
Nominees	27		2023 Non-Qualified Deferred
Director Skills, Qualifications			Compensation Table	98
and Experience	29		Potential Payments upon
Director Nominees	31
	Termination or
Committees of the Board of			Change-in-Control	100
Directors	43		CEO Pay Ratio	106
Nominating and Corporate	43		Pay versus Performance	108
Governance Committee		Director Compensation	112
Audit Committee	44
Compensation and			2023 Director Compensation
Leadership Development			Table	112
Committee	44		Director Compensation
Executive Committee	46		and Governance	113
Finance Committee	46		Item 3. Proposal to
Membership and Meetings of
		Approve the Company's
the Board and Its
		Director Deferred Stock
Committees	47
	Ownership Plan, as	116
Annual Meeting Attendance	47		Amended and Restated
Executive Sessions	47		Ownership of Company
Compensation Committee
		Stock	121
Interlocks and Insider
		Company Stock Ownership of
Participation	47
Director and Officer			Management	121
		Company Stock Ownership of
Indemnification and
Insurance	47		Certain Beneficial Owners	122
Transactions with Related			Delinquent Section 16(a)
Persons	48		Reports	122

Item 4. Proposal to
Ratify the Appointment of
the Company's	123
Independent Auditor
Audit Committee Matters 124
Annual Evaluation of the
Independent Auditor	124
Appointment of the
Independent Auditor	125
Fees to the Independent
Auditor	126
Pre-Approval Policies and
Procedures	126
Audit Committee Report	126
Item 5. Other Matters	128
2024 Annual Meeting	129
Information
Appendix A	137
Appendix B	142
Index of Frequently
Requested Information
Enhanced Corporate
Governance Environment	7
Role of Board of Directors in
Risk Oversight	14

Corporate Responsibility and
Diversity, Equity and Inclusion	19
Director Skills, Qualifications
and Experience	29
Compensation Discussion
and Analysis	50
Setting Compensation	62
Stock Ownership Guidelines	85
Pay Recovery (Clawback)
Policies	86
2023 Summary
Compensation Table	88
CEO Pay Ratio	106
Pay versus Performance	108
Director Compensation	112

2024 Proxy Statement

i

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.

Customer at the Core	Grow & Innovate	Data & Technology
Enhance the value delivered to more	Boost investments and generate	Expand the potential of data and
than 100,000 customers globally by	revenue synergies from six key areas	technology through innovation, AI and
developing integrated, cross-divisional	of transformative growth over the next	machine learning; enable the success
offerings where applicable, and	decade, including private markets,	of the integration process; ensure
deepening its embedded role in the	sustainability, climate, energy	superlative data governance and
workflows of existing and new	transition, credit and risk	regulatory compliance; and optimize
customers.	management, and emerging markets.	the company's technology
		expenditure.

Lead & Inspire	Execute & Deliver
Engage the company's diverse global team to	Accelerate the pace of innovation, revenue
ensure they benefit from future growth through	growth, adjusted operating margin, and
ongoing investments in integration, training, and	disciplined capital management to deliver
career opportunities to support their	greater shareholder value.
aspirations.

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.

FISCAL YEAR 2023 COMPANY HIGHLIGHTS 1

REVENUE		NET INCOME
	GAAP
$12.497B		$2.626B
	DOWN 19%
UP 6%		NON-GAAP ADJUSTED
		$4.019B
		UP 7%

Financial Highlights 1

• Revenue increased 6% year over year (8% excluding the impact of dives
  accelera
• Opera
  due to the gain on sale of dives opera
  por
• Surpassed $600M cost synergy targets by $19M
• Diluted EPS decreased 19% and adjusted diluted EPS increased 13% year over year
• 50 consecu
• Returned $4.4 billion to shareholders through dividends and share repurchases

1. All financials other than revenue refer to non-GAAP adjusted metrics in the current period and non-GAAP pro forma adjusted metrics in the year-ago period. Revenue growth refers to reported revenue in the current period compared to non-GAAP pro forma adjusted revenue in the year-ago period.

DILUTED EPS		DIVIDENDS & SHARE BUYBACKS
GAAP
$8.23		$4.4B
DOWN 19%
NON-GAAP ADJUSTED
$12.60
UP 13%

Total Shareholder Return 2

2. Returns assume $100 invested on December 31, 2018 and total return includes reinvestment of dividends through December 31, 2023. Reflects the peer group used in the Company's Form 10-K filed with the SEC on February 9, 2024, consis

Verisk Analy

2024 Proxy Statement

1

PROXY SUMMARY (continued)

Proxy Voting Roadmap

2024 Annual Meeting Information

	TIME AND DATE		PLACE	RECORD DATE
	8:30 am (EDT)	Online at https://meetnow.global/MM7UHQT.	March 11, 2024
	on May 1, 2024	There is no physical location for the Annual Meeting.
Proposal to be Voted on and Board Voting Recommendations
	Proposals			Recommendation of the Board	Page
	1. Elect 12 Directors;			FOR		6
				each Director Nominee
	2. Approve, on an advisory basis, the executive		FOR		49
	compensation program for the Company's named
	executive officers, as described in this Proxy Statement;
	3. Approve the Company's Director Deferred Stock		FOR		116
	Ownership Plan, as Amended and Restated;
	4. Ratify the appointment of Ernst & Young LLP as the		FOR		123
	Company's independent auditor for 2024;
	5. Consider any other business, if properly raised.				128

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

	Name		Position	Age	Director	Audit	Compensation	Finance	Nominating	Executive
		Since	Committee	Committee	Committee	Committee	Committee
	Marco Alverà		Director	48	2017			*	•	•
	Jacques Esculier	Director	64	2022	•		•
	Gay Huey Evans	Director	69	2022	•	•
	William D. Green	Director	70	2011		•		*	•
	Stephanie C. Hill	Director	59	2017		•		•
	Rebecca Jacoby	Director	62	2014			•	•
	Robert P. Kelly		Director	70	2022		*		•	•
	Ian P. Livingston	Director	59	2020	•		•
	Deborah D. McWhinney	Director	68	2022	•		•
	Maria R. Morris	Director	61	2016	*		•		•
	Douglas L. Peterson	President,	65	2013					•
			Chief Executive
			Officer (CEO)
	Richard E. Thornburgh★	Chairman	71	2011		•		•	*
	Gregory Washington	Director	58	2021	•	•
• 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-termstock-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-GAAPICP Adjusted EBITA Margin and non-GAAPICP Adjusted Revenue enterprise-levelCompany goals and, as appropriate, for our division leaders, division-levelgoals for 2023;
• aligns the interests of executives with those of shareholders through long-termstock-based incentives comprised of Performance Share Units that are based on the achievement of non-GAAPICP Adjusted EPS targets. For 2023, the Performance Share Unit award vests at the end of a three-yearaward 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-hedgingand pledging policy and limited perquisites.

CEO 2023 TARGET COMPENSATION MIX

OTHER NEOs 2023 TARGET COMPENSATION MIX

93%

At-Risk Pay

85%

At-Risk Pay

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

ITEM 1. ELECTION OF DIRECTORS

The persons listed below, each of whom is currently a Director of the Company, have been nominated by the Board, on the recommendation of the Nominating Committee, for election to a one-year term of office that will expire at the next Annual Meeting or until their successors are elected and qualified or until their earlier resignation or removal. Each nominee listed below has agreed to serve his or her respective term. If any Director is unable to stand for election, the individuals named as the proxies have the right to designate a substitute. If that happens, shares represented by proxies may be voted for a substitute Director.

Your Board recommends that you vote FOR each of the following nominees:

• Marco Alverà
• Jacques Esculier
• Gay Huey Evans
• William D. Green
• Stephanie C. Hill
• Rebecca Jacoby
• Robert P. Kelly
• Ian P. Livingston
• Maria R. Morris
• Douglas L. Peterson
• Richard E. Thornburgh
• Gregory Washington

Your Board of Directors recommends that you vote FOR the election of each of the Director nominees.

Unless you specify otherwise, the Board intends the accompanying proxy to be voted for these nominees. Biographical information about these nominees can be found on pages 31 through 42 of this Proxy Statement.

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2024 Proxy Statement