UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION​

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☐

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Materials under § 240.14a-12

​

S&P Global Inc.

(Name of Registrant as Specified In Its Certificate)

      

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No Fee Required.

​

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

​

(1)

Title of each class of securities to which transaction applies:
   

​

(2)

Aggregate number of securities to which transaction applies:
   

​

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
   

​

(4)

Proposed maximum aggregate value of transaction:
   

​

(5)

Total fee paid:
   

​

☐

Fee paid previously with preliminary materials.

​

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

​

(1)

Amount Previously Paid:
   

​

(2)

Form, Schedule or Registration Statement No.:
   

​

(3)

Filing Party:
   

​

(4)

Date Filed:
   

​

55 Water Street
New York, NY 10041-0003​

[           ], 2021​

Dear Fellow Shareholder:

On behalf of our Board of Directors and management, we cordially invite you to attend our Annual Meeting of Shareholders at 11:00 a.m. (EDT) on Wednesday, May 5, 2021.

In light of the ongoing coronavirus (COVID-19) pandemic, referred to as the COVID-19 pandemic, the Annual Meeting of Shareholders will be held in a virtual meeting format only, 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 www.meetingcenter.io/283714745.

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 your participation in the Annual Meeting.

Notice of Annual Meeting of Shareholders
To Be Held Wednesday, May 5, 2021

The Annual Meeting of Shareholders of S&P Global Inc. will be held on Wednesday, May 5, 2021, at 11:00 a.m. (EDT) virtually, via the Internet at www.meetingcenter.io/283714745. At the Annual Meeting, shareholders will be asked to:

This notice and proxy statement is being mailed or made available on the Internet to shareholders on or about [        ], 2021. 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 2020 Annual Report that includes financial statements as of and for the fiscal year ended December 31, 2020.

All shareholders of record as of close of business on March 22, 2021 may vote at the Annual Meeting. If you choose to attend the S&P Global Annual Meeting and vote your shares, you will need the 15-digit control number included on your proxy card and the meeting password (SPGI2021).

We urge you to participate in electing directors and deciding the other items on the agenda for the Annual Meeting. Please cast your votes by one of the following methods:

Whether or not you plan to virtually attend the Annual Meeting, your vote is very important.

By Order of the Board of Directors,

Taptesh (Tasha) K. Matharu

Chief Corporate Counsel &
Corporate Secretary

New York, New York
[        ], 2021

TABLE OF CONTENTS

       2021 Proxy Statement       i

ii       2021 Proxy Statement       

GENERAL INFORMATION​

S&P Global Inc.
Proxy Statement
2021 Annual Meeting of Shareholders

GENERAL INFORMATION

Why did I receive this Proxy Statement?

The Board of Directors of S&P Global Inc. (the “Company,” “we” or “us”) is soliciting proxies for the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Wednesday, May 5, 2021, at 11:00 a.m. (EDT) virtually, via the Internet at www.meetingcenter.io/283714745 and at any postponement or adjournment of the Annual Meeting. When the Company asks for your proxy, we must provide you with a Proxy Statement that contains certain information specified by law. This Proxy Statement summarizes the information you need in order to vote at the Annual Meeting.

What will I vote on?

The following items:

1.

election of 12 Directors;

​

2.

approval, on an advisory basis, of the executive compensation program for the Company’s named executive officers, as described in this Proxy Statement;

​

3.

ratification of the selection of Ernst & Young LLP as our independent auditor for 2021;

​

4.

approval, on an advisory basis, of the Company’s Greenhouse Gas (GHG) Emissions Reduction Plan, as described in this Proxy Statement;

​

5.

shareholder proposal to transition to a Public Benefit Corporation; and

​

6.

other matters that may properly be brought before the Annual Meeting.

​

Will there be any other items of business on the agenda?

We do not expect any other items of business at the Annual Meeting. Nonetheless, if there is an unforeseen need, your proxy will give discretionary authority to the persons named on the proxy to vote on any other matters that may be properly brought before the Annual Meeting. These persons will use their best judgment in voting your proxy.

Who may vote?

Shareholders as of the close of business on the record date, which is March 22, 2021, may vote at the Annual Meeting.

How many votes do I have?

You have one vote for each share of common stock you held on the record date.

What does it mean to be a “registered shareholder”?

If, as of the close of business on the record date, your shares were registered directly in your name with our transfer agent, Computershare, you are a registered shareholder. As a shareholder of record, you have the right to vote via the S&P Global Annual Meeting website at the Annual Meeting. You may also vote by Internet, telephone or mail, as described in the notice and below under the heading “How do I vote?” The Company is incorporated in New York and, in accordance with New York law, a list of the Company’s common shareholders of record as of the record date will be available for inspection at the Annual Meeting via the virtual Annual Meeting website upon request.

       2020 Proxy Statement       1

GENERAL INFORMATION (continued)

What does it mean to beneficially own shares in “street name”?

If, as of the close of business on the record date, your shares were not held directly in your name but rather were held in an account at a brokerage firm, bank or similar intermediary organization, then you are the beneficial holder of shares held in “street name.” The intermediary is considered to be the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct the intermediary how to vote the shares held in your account.

How do I vote my shares of Company common stock?

If you are a shareholder of record, you can vote in the following ways:

By Internet. Follow the Internet voting instructions included on the proxy card or notice you received. You may vote at any time up until 11:00 a.m. (EDT) on May 5, 2021.

By Telephone. Follow the telephone voting instructions included on the proxy card or notice you received. You may vote at any time up until 11:00 a.m. (EDT) on May 5, 2021.

By Mail. If you received a printed copy of the proxy materials by mail, you may vote by mail by marking, dating and signing your proxy card in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials. The proxy card must be received prior to the Annual Meeting.

You may also vote your shares at the Annual Meeting via S&P Global's virtual Annual Meeting website. If you choose to attend the Annual Meeting and vote your shares online, you will need the 15-digit control number included on your proxy card. Even if you plan to virtually attend the Annual Meeting, we urge you to vote in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting.

If you are a beneficial owner, you can vote in the following ways:

As the beneficial owner, you have the right to direct your broker on how to vote the shares in your account. Your broker should give you instructions for voting your shares by Internet, telephone or mail. As a beneficial owner, you are invited to virtually attend the Annual Meeting, but you may not vote your shares via the S&P Global Annual Meeting website, unless you request and obtain a valid legal proxy from your broker giving you the legal right to vote the shares at the Annual Meeting.

How do I vote my shares in the Company’s Employee Stock Purchase Plan?

If you participate in the Company’s Employee Stock Purchase and Dividend Reinvestment Plan, any proxy you give will also govern the voting of any shares you hold in this Plan. Any Plan shares for which we do not receive instructions from the employee will not be voted. Plan shares cannot be voted during the Annual Meeting.

How do I vote my shares in the Company’s 401(k) Savings and Profit Sharing Plans?

If you received this Proxy Statement because you are an employee of the Company who participates in one of the Company’s 401(k) Savings and Profit Sharing Plan and you have shares of common stock of the Company allocated to your account under the Plan, you may vote your shares held in the Plan as of March 22, 2021 by mail, by telephone or via the Internet. Instructions are provided on the proxy card you received from Computershare. Computershare must receive your instructions by 5:00 p.m. (EDT) on May 3, 2021 in order to communicate your instructions to the Plans’ Trustee, who will vote your shares. Any Plan shares for which we do not receive instructions from the employee will be voted by the Trustee in the same proportion as the shares for which we have received instructions. Plan shares cannot be voted during the virtual Annual Meeting.

2       2020 Proxy Statement       

GENERAL INFORMATION (continued)​

Can I revoke or change my vote?

Yes. If you are a shareholder of record, you have the right to revoke your proxy at any time before the Annual Meeting by sending a signed notice to the Corporate Secretary, c/o Office of the General Counsel, S&P Global Inc., 55 Water Street, New York, New York 10041-0003 or by sending an e-mail to the Corporate Secretary at corporate.secretary@spglobal.com.

If you want to change your vote before the Annual Meeting, you must deliver a later dated proxy by telephone, via the Internet or by mail. You may also change your proxy by attending the virtual Annual Meeting and voting (as described above).

If you are a beneficial owner, please refer to the information forwarded by your broker for procedures on revoking or changing your proxy.

How will my shares be voted if I do not give specific voting instructions when I deliver my proxy?

Registered Shareholders

If you are a shareholder of registered record and you return a signed proxy card without indicating your vote for some or all of the matters, your shares will be voted as follows for any matter you did not vote on:

“FOR” the 12 nominees to the Board;

“FOR” approval, on an advisory basis, of the executive compensation program for the Company’s named executive officers;

“FOR” the ratification of the selection of Ernst & Young LLP as our independent auditor for 2021;

“FOR” approval, on an advisory basis, of the Company’s Greenhouse Gas (GHG) Emissions Reduction Plan; and

“AGAINST” shareholder proposal to transition to a Public Benefit Corporation.

Beneficial Owners

As noted above, as the beneficial owner of shares held in street name, your broker is required to vote your shares in accordance with your instructions. If you do not give instructions, one of two things can happen depending on whether the proposal is considered “routine” or “non-routine” under the rules of the New York Stock Exchange (the “NYSE”):

If the proposal is considered “routine” under the rules of the NYSE, the broker may vote your shares in its discretion.

If the proposal is considered “non-routine” under the rules of the NYSE, the broker may not vote your shares without your instructions. When a broker refrains from voting your shares because the broker has not received your instructions, it is called a “broker non-vote.”

Item 3 in this Proxy Statement (ratification of the selection of Ernst & Young LLP as our independent auditor for 2021) will be considered routine under the rules of the NYSE and the broker may vote your shares for this Item in its discretion. All other proposals in this Proxy Statement are considered non-routine. As such, the broker is not entitled to vote your shares on the other Items unless the broker has received instructions from you.

How do I attend the virtual Annual Meeting?

The Annual Meeting will begin promptly at 11:00 a.m. EDT on May 5, 2021. Please log in fifteen minutes prior to the start of the meeting to ensure you can hear streaming audio.

The virtual-only meeting will consist of a live audio webcast with features designed to ensure that shareholders will have the same rights and opportunities to participate as they would have at an in-person meeting. Shareholders may attend, vote, and submit questions from any location via the Internet as further described below.

       2020 Proxy Statement       3

GENERAL INFORMATION (continued)

To access the meeting online, go to http://www.meetingcenter.io/283714745, which is hosted by the Company’s transfer agent, Computershare. Participants will have two login options to attend the Annual Meeting:

Join as a “Shareholder” ​(requires control number and password): Shareholders are required to enter a unique 15-digit control number along with the meeting password:SPGI2021. This option enables shareholder-only features, including the ability to vote and submit written questions during the Annual Meeting.

Join as a “Guest”: Guests can access the Annual Meeting webcast in “listen-only” mode but cannot vote or submit questions during the meeting. Guests are requested to enter their full name and e-mail address; a control number and password are not required.

Where can I locate or obtain my 15-digit control number?

Registered shareholders were each sent a unique 15-digit control number in their previously distributed proxy materials from Computershare, which will be required to vote and submit questions online during the Annual Meeting. This control number was either located in a circled area on a proxy card or identified as a control number in an email with the proxy materials.

Beneficial owners who wish to vote or submit questions at the Annual Meeting will need to take the following steps and register in advance to obtain a 15-digit control number from Computershare.

Request a valid legal proxy from your bank, broker or other intermediary for shares held in “street name” a soon as possible.

Submit proof of the legal proxy to Computershare at legalproxy@computershare.com no later than 5 p.m. EDT on April 29 , 2021. Please include “Legal Proxy” in the subject line, attach the legal proxy and provide your name and email address in the email.

You will receive a reply email from Computershare with your unique 15-digit control number required to vote and submit questions online during the Annual Meeting.

How do I submit shareholder questions?

Shareholders of record may submit questions before or during the Annual Meeting. All questions should comply with the meeting’s posted Rules of Conduct.

Before: To submit questions before the Annual Meeting, please email your question(s) to the Corporate Secretary at corporate.secretary@spglobal.com no later than May 4, 2021. Please include “Annual Meeting Question” in the subject line and provide your name and proof of stock ownership or 15-digit control number.

During: To submit questions during the Annual Meeting, please log into the meeting as a shareholder using your 15-digit control number (as described above) and follow the instructions on the virtual meeting website.

Does the meeting have Rules of Conduct?

Yes, to facilitate the virtual meeting format, the Company has prepared rules and procedures for participating in the Annual Meeting and submitting questions set forth in the Annual Meeting Rules of Conduct. These Rules of Conduct will be made available prior to the Annual Meeting at www.spglobal.com/proxy and will also be available on the virtual meeting website during the meeting.

All questions should comply with the posted Rules of Conduct for the Annual Meeting. The Company will answer as many shareholder-submitted questions that comply with the Rules of Conduct as time permits. Substantially similar questions may be summarized and grouped together to provide a single response and avoid repetition.

4       2020 Proxy Statement       

GENERAL INFORMATION (continued)​

What are the requirements to conduct business at the Annual Meeting?

In order to conduct business at the Annual Meeting, we must have a quorum. This means at least a majority of the outstanding shares entitled to vote must be present in person or represented by proxy at the Annual Meeting. You are part of the quorum if you have voted by proxy. As of the record date, [XXX] shares of Company common stock were outstanding and eligible to vote.

Are abstentions and broker non-votes part of the quorum?

Yes. Abstentions and broker non-votes count as “shares present” at the Annual Meeting for purposes of determining a quorum.

What are the costs of soliciting these proxies and who will pay them?

The Company will pay all costs of soliciting these proxies. In addition, some of our officers and employees may solicit proxies by telephone or in person without additional compensation. We will reimburse brokers for the expenses they incur in forwarding the proxy materials to you. The Company has also retained Georgeson LLC to assist us with the solicitation of proxies for a fee not to exceed $20,500, plus reimbursement for out-of-pocket expenses.

How many votes are required for the approval of each Item?

Item One – A nominee will be elected as a Director if he or she receives a majority of the votes cast at the Annual Meeting. A majority of votes cast means that the number of shares voted “for” a Director’s election exceeds the number of votes cast “against” that Director’s election. If an incumbent Director who has been nominated for re-election fails to receive a majority of the votes cast in an uncontested election, New York law provides that the Director continues to serve as a Director in a hold-over capacity. The Company’s By-Laws provide that, in such circumstances, the Director is required to promptly tender his or her resignation to the Board of Directors. The Board’s Nominating and Corporate Governance Committee is then required to make a recommendation to the Board as to whether to accept or reject the tendered resignation. The Board will act on the tendered resignation and will publicly disclose its decision and rationale within 90 days following certification of the election results. If a Director’s resignation is accepted by the Board, the Board may fill the vacancy or decrease the size of the Board. Abstentions and broker non-votes, if any, will not be counted either for or against the election of a Director nominee.

Item Two – The affirmative vote of the holders of a majority of the votes cast is required to approve, on an advisory non-binding basis, the executive compensation program for the Company’s named executive officers, as described in this Proxy Statement. Abstentions and broker non-votes, if any, will not be counted either for or against this proposal.

Item Three – The affirmative vote of the holders of a majority of the votes cast is required to ratify the selection of Ernst & Young LLP as our independent auditor for 2021. Abstentions and broker non-votes, if any, will not be counted either for or against this proposal.

Item Four – The affirmative vote of holders of a majority of the votes cast is required to approve, on an advisory non-binding basis, the Company’s Greenhouse Gas (GHG) Emissions Reduction Plan, as described in this Proxy Statement. Abstentions and broker non-votes, if any, will not be counted either for or against this proposal.

Item Five – The affirmative vote of holders of a majority of the votes cast is required to approve the shareholder proposal to transition to a Public Benefit Corporation. Abstentions and broker non-votes, if any, will not be counted either for or against this proposal.

Who will count the vote?

Votes at the Annual Meeting will be counted by one or more independent inspectors of election appointed by the Board.

       2020 Proxy Statement       5

GENERAL INFORMATION (continued)

How do I submit a shareholder proposal for the 2022 Annual Meeting?

There are three different deadlines for submitting different forms of shareholder proposals. First, if a shareholder wishes to have a proposal considered for inclusion in next year’s Proxy Statement, he or she must submit the proposal in writing so that we receive it by November 30, 2021. Proposals should be addressed to the Corporate Secretary, c/o Office of the General Counsel, S&P Global Inc., 55 Water Street, New York, New York 10041-0003 or by sending an e-mail to the Corporate Secretary at corporate.secretary@spglobal.com. If you submit a proposal, it must comply with applicable laws, including Rule 14a-8 of the Securities Exchange Act of 1934, to be included.

On January 27, 2016, we amended our By-Laws to include a proxy access provision. The Company’s By-Laws now permit a shareholder, or group of up to 20 shareholders, owning continuously for at least three years shares of common stock representing an aggregate of at least 3% of our outstanding shares, to nominate and include in next year’s Proxy Statement director nominees constituting up to two individuals or 20% of the Company’s Board of Directors, whichever is greater, provided that the shareholder(s) and nominee(s) satisfy the requirements in the Company’s By-Laws. Notice of proxy access director nominees must be received no earlier than October 30, 2021, and no later than November 30, 2021.

In addition, the Company’s By-Laws provide that any shareholder wishing to nominate a candidate for Director or to propose any other business at the Annual Meeting, but not intending to have such nomination or business included in next year’s Proxy Statement, must give the Company written notice no earlier than January 5, 2022 and no later than February 4, 2022. This notice must comply with applicable laws and the Company’s By-Laws. Copies of the By-Laws are available to shareholders free of charge on request to the Corporate Secretary, c/o Office of the General Counsel, S&P Global Inc., 55 Water Street, New York, New York 10041-0003 or by sending an e-mail to the Corporate Secretary at corporate.secretary@spglobal.com. You may also download the By-Laws from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com.

May I view future proxy materials online instead of receiving them by mail?

Yes. Shareholders may provide their consent to electronic delivery of Proxy Statements and Annual Reports instead of receiving them by postal mail. If you elect this feature, you will receive an e-mail notice, which will include the web address for viewing the materials online. The e-mail notice will also include instructions so you can vote your proxy online or by telephone. If you have more than one shareholder account, you may receive separate e-mails for each account. Costs normally associated with electronic delivery, such as charges from your Internet service provider, as well as any costs incurred in printing documents, will be your responsibility.

During the 2021 proxy voting period, the Internet voting systems will automatically provide shareholders the option to consent to electronic delivery of future years’ materials.

During the year, shareholders may provide their consent to electronic delivery by going to the appropriate website:

Shareholders of record go to www.computershare.com/investor

Beneficial owners go to https://enroll.icsdelivery.com/spgi

Owners of shares through one of the Company’s 401(k) Savings and Profit Sharing Plans go to www.spglobalbenefits.com

What are the benefits of electronic delivery?

Electronic delivery benefits the environment and saves the Company money by reducing printing and mailing costs. It will also make it convenient for you to view your proxy materials and vote your shares online. If you have shares in more than one account, it is also an easy way to eliminate receiving duplicate copies of proxy materials.

6       2020 Proxy Statement       

GENERAL INFORMATION (continued)​

What are the costs of electronic delivery?

The Company charges nothing for electronic delivery. You may, of course, incur expenses associated with Internet access, such as charges from your Internet service provider.

How do I opt-out of electronic delivery?

At any time, shareholders may revoke their consent to electronic delivery and resume postal mail delivery of the Proxy Statement and Annual Report by going to the appropriate website:

Shareholders of record go to www.computershare.com/investor

Beneficial owners go to https://enroll.icsdelivery.com/spgi

Owners of shares through one of the Company’s 401(k) Savings and Profit Sharing Plans go to www.spglobalbenefits.com

What is “householding”?

We have adopted “householding,” a procedure under which beneficial owners who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Annual Report and Proxy Statement unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure reduces duplicate mailings and thus reduces our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. Householding does not affect dividend check mailings.

How do I request a separate paper or e-mail copy of the Proxy Statement or Annual Report at no charge?

If you wish to receive a separate paper or e-mail copy of the 2020 Annual Report or this Proxy Statement at no charge, please call us toll-free at (866) 436-8502, or send an e-mail to investor.relations@spglobal.com, or write to: Investor Relations, S&P Global Inc., 55 Water Street, New York, New York 10041-0003. We will promptly deliver to you the documents you requested. Please make your request for documents on or before April 21, 2021 to facilitate timely delivery of the documents to you prior to the Annual Meeting.

Where can I find the voting results?

We expect to announce preliminary voting results at the Annual Meeting. We will also publish voting results in a Form 8-K, which we will file with the SEC on or before May 10, 2021. To view this Form 8-K online, log on to the Company’s Investor Relations website at http://investor.spglobal.com, and click on the SEC Filings link.

Can shareholders and other interested parties communicate directly with our Board? If so, how?

Yes. You may communicate directly with one or more members of the Board by writing to the Corporate Secretary, c/o Office of the General Counsel, S&P Global Inc., 55 Water Street, New York, New York 10041-0003, or by sending an e-mail to the Corporate Secretary at corporate.secretary@spglobal.com. The Corporate Secretary will then forward all questions or comments directly to our Board or a specific Director, as the case may be, unless such questions or comments are considered, in the reasonable judgment of the Corporate Secretary to be inappropriate for submission to the intended recipient(s).

       2020 Proxy Statement       7

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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, 12 of whom are being nominated at this Annual Meeting for one-year terms, which will expire at the Annual Meeting in 2022 (See Item 1 on page 118). Charles E. Haldeman, Jr. will retire from the Board at the 2021 Annual Meeting and will not stand for re-election at the Meeting.

Governance Highlights

Snapshot: Director Nominees

8       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Enhanced Corporate Governance Environment

The Board of Directors regularly assesses and refines our corporate governance policies and procedures to take into account evolving best practices and the interests of our shareholders as well as other stakeholders. The Company’s current corporate governance structure reflects an ongoing commitment to strong and effective governance practices that ensure Board responsiveness and accountability to shareholders. Our corporate governance structure includes:

Board Structure and Independence

✔

Board Independence. All of the Company’s director nominees are independent, with the exception of our CEO, who is the only member of management serving on the Board.

​

✔

Independent Chairman. The Company currently maintains separate roles of chief executive officer and chairman of the Board. An independent director acts as chairman of the Board.

​

✔

Independent Committee Chairs. Each of the Committees of the Board is led by an independent director.

​

✔

Executive Sessions. The independent directors of the Board meet in executive session led by the independent chairman of the Board at every regularly scheduled Board meeting.

​

Board Diversity and Refreshment

✔

Board Membership. Since 2016, we have added six new independent directors who have brought valuable and varied experience in distinct and critical areas, each providing a fresh perspective to our Board. Their appointments underscore the Company’s commitment to inviting diverse backgrounds, perspectives, skills and experience into the boardroom to guide the growth and performance of the Company.

​

✔

Diversity. We believe that diversity is an important attribute of a well-functioning Board. While diversity can be measured in many ways, we note that our 12 Director nominees include 4 women and 2 African-Americans.

​

✔

Board Skills. During 2020, the Nominating and Corporate Governance Committee (the “Nominating Committee”) undertook a comprehensive review of the skills and qualifications of the Board, and the critical skills necessary to guide the Company forward. In connection with this review, we appointed a new Director in 2020, adding important skills to our Board in the areas of executive leadership experience, experience in the technology industry, global perspective and international expertise, financial and accounting expertise, operational and government, public policy and regulatory experience.

​

✔

Offer to Resign upon Change in Circumstances. Pursuant to our Corporate Governance Guidelines, any director undergoing a significant change in personal or professional circumstances must offer to resign from the Board.

​

✔

Overboarding Policy. In 2018, we amended our Corporate Governance Guidelines to limit the number of public-company boards on which our Directors serve (excluding service on our Board) to up to two total boards for public company executive officers and four total boards for other directors, unless the Nominating Committee determines such outside board service would not impair the Director’s service to the Company.

​

✔

Retirement Age. Pursuant to our Corporate Governance Guidelines, directors cannot stand for re-election after reaching the age 72.

​

✔

Board Tenure. Since 2011, we have reduced the average tenure of our Board from 11.3 years to 7.4 years.

​

       2020 Proxy Statement       9

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Election of Directors / Accountability to Shareholders

✔

Annual Election of Directors. The Company’s charter provides for the annual election of directors.

​

✔

Majority Voting in Director Elections. The Company’s By-Laws provide that in uncontested elections, director candidates must be elected by a majority of the votes cast. In uncontested director elections, a director who does not receive a majority of the votes cast must offer to submit his or her resignation for consideration.

​

✔

Shareholder Right to Call Special Meetings. The Company’s By-laws allow shareholders of record of twenty-five percent (25%) or more of the voting power of the Company’s outstanding common stock to call a special meeting.

​

✔

Annual Self-Evaluation. The Board conducts an annual self-evaluation of Board and Committee performance and each Director’s performance, as well as an evaluation of the Chairman of the Board and each Committee Chair. The Nominating Committee reports the results to the Board and each Committee, including its assessment of the Board’s and the Committees’ effectiveness and areas for improvement. Additional information can be found on page 14 of this Proxy Statement.

​

Shareholder Recommendations / Proxy Access

✔

Shareholder Recommendations. Shareholders can submit recommendations of director candidates for consideration by the Nominating Committee.

​

✔

Proxy Access. A shareholder, or group of up to 20 shareholders, owning continuously for at least three years shares of common stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in the Company’s Proxy Statement director nominees constituting up to two individuals or 20% of the Company’s Board of Directors, whichever is greater.

​

Management Succession Planning

✔

Succession Planning. The Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent and to ensure that an appropriate succession plan is in place for our Chief Executive Officer and other members of management. Additional information can be found on page 22 of this Proxy Statement.

​

✔

Board Talent Agenda. In 2020, the full Board reviewed specific talent management topics as standing agenda items at three out of thirteen of its scheduled meetings as well as more detailed reviews at the Committee level. Additional information can be found on page 22 of this Proxy Statement.

​

Equity Ownership Requirements

✔

Director Equity Ownership Requirements. Each Director is required to hold 400 shares of the Company’s common stock within 90 days of his or her election to the Board, subject to any restrictions under the Company’s Insider Trading Policy, and to hold such shares through his or her tenure as a Director. Additionally, under the Company’s Non-Employee Director Stock Ownership Guidelines, each non-employee Director is required to own or acquire, within five years of election to the Company’s Board of Directors, shares of common stock of the Company having a market value of at least five times the annual cash retainer for serving as a Director of the Company. Additional Information can be found on page 111 of this Proxy Statement.

​

✔

Policy Prohibiting Hedging and Pledging. The Company’s Insider Trading Policy prohibits the hedging and pledging of Company stock by directors without exception.

​

Compensation Practices

✔

Compensation Governance. Additional highlights of our compensation governance best practices can be found on page 62 of this Proxy Statement.

​

10       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Corporate Governance Materials

The following corporate governance materials are available and can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com:

the Company’s Amended and Restated Certificate of Incorporation;

the Company’s By-Laws;

the Company’s Corporate Governance Guidelines;

Board Committee Charters for the Company’s Audit, Compensation and Leadership Development, Executive, Finance and Nominating and Corporate Governance Committees;

the Code of Business Ethics applicable to all employees;

the Code of Ethics applicable to the Chief Executive Officer and Senior Financial Officers;

the Code of Business Conduct and Ethics for Directors applicable to all Company Directors; and

the Audit Committee’s Policy concerning Employee Complaint Procedures Regarding Accounting and Auditing Matters.

Director Independence

The Board has determined that all of the Company’s current Directors and Directors who served during 2020, with the exception of Mr. Douglas L. Peterson (the Company’s President and Chief Executive Officer), have met the independence requirements of the NYSE based upon the application of objective categorical standards adopted by the Board. To be considered independent, a Director must have no material relationship (other than as a Director) with the Company, or any of its subsidiaries, either directly or as a partner, shareholder or officer of an organization that has a material relationship with the Company or any of its subsidiaries. In making independence determinations, the Board broadly considers all relevant facts and circumstances.

In addition, members of the Audit Committee must also satisfy the SEC and NYSE independence requirements, which provide that they may not be affiliates and may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than their directors’ compensation. The Board evaluated each member of the Compensation and Leadership Development Committee (the “Compensation Committee”) under the additional SEC and NYSE compensation committee member standards and also determined that these members qualify as “non-employee directors” ​(as defined under Rule 16b-3 under the Securities Exchange Act of 1934).

Additional Information Regarding Director Independence

In making its independence determinations with respect to our Directors, the Board considered the following transactions that the Company engages in from time to time with organizations in which our independent Directors serve as executive officers or otherwise have a material interest:

Lockheed Martin Corporation. Ms. Stephanie C. Hill is the EVP, Rotary and Mission Systems at Lockheed Martin Corporation. In 2020, the Company and its divisions provided Lockheed Martin Corporation the following products and services: data subscriptions and licensing of publications, credit rating services and index services.

Snam S.p.A. Mr. Marco Alverà is the Chief Executive Officer of Snam S.p.A. In 2020, the Company and its divisions provided Snam S.p.A. credit rating services.

All of these transactions are entered into in the ordinary course of business and on terms that are substantially equivalent to those prevailing at the time for comparable transactions with other similarly situated customers or vendors of the Company. None of the transactions described above exceeds 1% of the Company’s consolidated revenue or that of such other company.

In making its independence determinations with respect to our Directors, the Board reviews the materiality of these transactions not only from the standpoint of the applicable Director but also from the standpoint of the organizations in which they serve. Based on this review, the Board has concluded that these transactions do not interfere with the ability of each such Director to exercise independent judgment in carrying out his or her Board responsibilities.

       2020 Proxy Statement       11

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Leadership Structure of the Board of Directors

The Board reviews its leadership structure and selects the Chairman of the Board annually based upon such criteria as the Company’s independent Nominating Committee recommends and consideration of what the Directors believe to be in the best interests of the Company at a given point in time.

Mr. Richard E. Thornburgh is currently serving as the Board’s independent Chairman, after succeeding Mr. Charles E. Haldeman, Jr. in the role, effective October 1, 2020. The only member of management who serves on the Board is Mr. Douglas L. Peterson, the Company’s President and Chief Executive Officer. The position of Chairman of the Board has been held by an independent director since 2015.

Independent Chairman Succession Planning

In connection with Mr. Haldeman’s upcoming retirement at the 2021 Annual Meeting pursuant to the Board’s refreshment policies under its Corporate Governance Guidelines, which provide for Director retirement from re-election after reaching age 72, the Board began a proactive succession planning process for the independent Chairman role in January 2020. The succession planning process and timeline was designed to facilitate a smooth and orderly transition of Board leadership prior to the end of Mr. Haldeman’s term, including by ensuring Mr. Haldeman’s continued availability to assist with the onboarding and coaching of his successor for a transition period of approximately 6 months prior to his retirement. In connection with the succession planning, the Nominating Committee identified recommended selection criteria and cultural fit characteristics for potential Director candidates based on current and anticipated needs of the Board and the Company’s business and strategic plans. Following a thoughtful and rigorous process for evaluating the candidates, the Nominating Committee recommended and the Board approved the appointment of Mr. Richard Thornburgh as the new Board Chairman in time for the Board’s October strategy sessions and simultaneously coordinated the appointment of Mr. Marco Alverà as the new Finance Committee Chair. The multiphase process for appointing the new Board Chairman included, among other things: consideration of the recommended selection criteria and input from the CEO and outgoing Chairman in evaluating candidates; collection of one-to-one director feedback by the outgoing Chairman and Chair of the Nominating Committee; discussion of Director candidates by the full Board in Executive Session, with interested parties recused; and advance planning for related changes in Committee Chair appointments and overall Board and Committee composition.

The Board believes that it is in the best interests of the Company and its shareholders for the positions of Chairman and CEO to be held by separate individuals. The Board believes that this leadership structure will continue to assure the appropriate level of independent Board oversight of management and strengthens our commitment to sound governance by effectively allocating authority, responsibility and oversight between management and the independent members of our Board. Maintaining separate roles permits the CEO to focus more time and energy on day-to-day management of the Company and the Company’s strategic direction, while the Chairman offers an independent perspective and oversees corporate governance matters and operation of the Board.

In the future, if the Chairman is not an independent director, our Corporate Governance Guidelines require that an independent Director be designated as presiding director to lead the executive sessions of the independent Directors at Board meetings, consult on committee selection, and communicate the annual evaluation of the

12       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

CEO, together with the Chairman of the Compensation Committee. In addition, each of the Committees of the Board is led by an independent Director acting as the Committee Chair.

       2020 Proxy Statement       13

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Board and Committee Self-Evaluations

The Board annually assesses the performance and effectiveness of the Board, its Committees, the Chairman of the Board, each Committee Chair and each Director through an annual self-evaluation. The Board and each Committee discusses their respective self-evaluation results and, as appropriate, implements enhancements and other modifications identified during the self-evaluation process.

Evaluation Process

The independent Chairman of the Board oversees and the Nominating Committee establishes and administers the annual evaluation process, including determining the format. The Chair of the Nominating Committee presents the results and findings to the full Board and its Committees to identify opportunities to further enhance effectiveness.

14       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Shareholder Engagement

We value our shareholders’ feedback and are committed to engaging in constructive and meaningful dialogue with shareholders regarding our governance practices, executive compensation program and other areas of shareholder focus throughout the year, including the Board’s oversight of risk, strategy, talent and environmental, social and governance (ESG) matters. Maintaining an ongoing and active dialogue with shareholders is critical to the development of a sound governance process that promotes transparency, accountability and long-term shareholder value by:

Providing our investors with visibility into our business strategy, governance practices and compensation programs;

Helping us determine which issues are important to shareholders in order to share and exchange our views on those issues; and

Offering us an opportunity to identify emerging issues that could impact our business and influence our practices.

How We Engage

A shareholder engagement team consisting of senior management, Investor Relations and the Corporate Secretary leads our outreach initiatives, seeking input from our shareholders in a number of forums year-round, including proactive off-season outreach to institutional investors and targeted proxy-season outreach, as appropriate, on specific areas of investor focus.

Investor Relations Activities

As part of our ongoing Investor Relations outreach, members of senior management and Investor Relations routinely engage with institutional investors by participating in industry conferences, non-deal roadshows and one-on-one meetings. In 2020, the Investor Relations team continued our active dialogue with investors, despite the challenges posed by the COVID-19 pandemic, by attending 14 virtual investor conferences and

       2020 Proxy Statement       15

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

conducting virtual investor meetings with over 1,000 investors. These activities allow our senior management and Investor Relations team to share and discuss our business strategy and achievements, solicit investor feedback on our performance and seek insight into our investors’ priorities throughout the year.

Corporate Secretary Outreach

We also conduct proactive annual outreach by inviting governance representatives of our largest institutional shareholders to discuss corporate governance, compensation, environmental and social and other matters with the Corporate Secretary both during and outside of the proxy season.

As part of our annual off-season outreach conducted during the fall and winter of 2020-2021, we invited our largest long-term institutional investors, collectively representing approximately 30% of our shares outstanding, to discuss general corporate governance, sustainability and executive compensation matters and provide feedback.

Communicating Shareholder Feedback

The shareholder engagement team regularly reports to the full Board, the Nominating Committee and any other committees, as necessary, on the Company’s outreach activities, shareholder feedback and recommended best practices.

Our engagement initiatives have covered a wide range of important governance topics, providing valuable insights and feedback regarding the following areas of investor focus:

No significant concerns were raised by investors this year and investors expressed strong overall support for our governance framework and executive compensation program, including the link between pay and performance.

Board Review and Responsiveness

The Board and its relevant committees consider our shareholders’ views and perspectives as part of their decision-making process on key issues related to strategy, governance, compensation and environmental and social responsibility to integrate shareholder input and emerging best practice into our governance process.

Some recent governance enhancements in response to investor input include:

✔

Enhanced ESG disclosure, including through expanded disclosure in our second annual TCFD Report, publication of our Science Based Targets to reduce our greenhouse gas (GHG emissions), which were externally validated by the Science Based Targets Initiative (SBTi) to advance our goal to achieve net-zero emissions by 2040, and inclusion of more robust and in-depth voluntary disclosure on environmental sustainability, human capital management and community engagement in this Proxy Statement and in our annual ESG Report.

​

✔

Amendments to Board and Committee governance documents placing increased emphasis on oversight of ESG topics, formally incorporating oversight of human capital management and culture in

​

16       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

the Compensation Committee Charter and oversight of ESG strategies, initiatives, risks and reporting in Nominating Committee Charter in 2020.

✔

Introduction of a Director overboarding policy to our Corporate Governance Guidelines in 2018, limiting the number of public-company boards on which our directors may serve (excluding service on our Board, up to two outside boards for public company executive officers and four outside public company boards for other Directors, unless the Nominating Committee determines such outside board service would not impair the director’s service to the Company).

​

✔

Enhanced corporate governance disclosure, including in the areas of risk oversight, Board composition and skills, refreshment and succession planning, Board self-evaluations, and shareholder engagement.

​

In addition, many of the improvements to our governance and compensation structures implemented over the last several years have been informed by shareholder feedback. Examples of prior governance and compensation program changes made in response to shareholder feedback are highlighted on page 69 of this Proxy Statement and affirm our responsiveness to and alignment with our shareholders.

Contacting the Board

We believe communication between the Board and the Company’s shareholders is an important part of the governance process. Shareholders and other interested parties may communicate with our Board or any Director or Committee by addressing communications to the Corporate Secretary, c/o Office of the General Counsel, S&P Global Inc., 55 Water Street, New York, New York 10041-0003 or by sending an e-mail to the Corporate Secretary at corporate.secretary@spglobal.com.

The Corporate Secretary may sort or summarize the communications as appropriate and, depending on the nature of the communication, the correspondence will either be forwarded or periodically presented to the Board. Communications that are personal grievances, commercial solicitations, customer complaints or that contain inappropriate or offensive content will not be communicated to the Board or any Director or Committee.

       2020 Proxy Statement       17

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Role of Board of Directors in Risk Oversight

The Board is broadly responsible for overseeing and evaluating the management of the Company, including the development and implementation of the Company’s strategic objectives, and provides direction to management in the interest of and for the benefit of the Company’s shareholders. In connection with the Board’s important role in overseeing the Company’s strategic direction for the benefit of shareholders, the Board oversees risk management. The Board believes that effective risk management is essential to the Company’s commitment to deliver long-term shareholder value. Highlights of the Board’s risk management process include:

Role of the Board and its Committees

The Board has oversight responsibility for the Company’s risk management framework, which is designed to identify, measure, assess, mitigate, monitor and report risks across the Company. In overseeing the Company’s risk management framework, the Board strives to ensure that the Company’s overall risk exposure is appropriately aligned with the Company’s strategy and agreed risk tolerances, focusing on the most significant strategic and competitive, financial, operational, legal and compliance, technology and cybersecurity, talent management and culture risks facing the Company.

18       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

The Board exercises its risk oversight responsibilities both directly and indirectly through the Board’s Committees by delegating oversight for specific categories of risk to its Committees, which assist the Board in evaluating the key risks faced by the Company and assessing the Company’s policies, procedures, and monitoring and escalation protocols as they relate to risk management.

Board and Committee Oversight of Certain Key Risks

As part of the Board’s responsibility to exercise effective and meaningful oversight of the Company’s risk management process, the Board periodically reviews key risks at the Board and Committee level and periodically assesses the appropriate oversight structure for such risks.

Technology and Cyber-Risk Oversight

Informed by the most recent such discussions and given the nature of our operations, our Board and Nominating Committee gave significant consideration over the past three years to the appropriate oversight structure for risks associated with technology and cybersecurity as well as the risks themselves. The full Board is briefed on enterprise-wide technology and cybersecurity risk management and the overall technology and cybersecurity environment by management and through updates from the Audit Committee and Finance Committee on their in-depth Committee-level reviews. In addition, the Board receives a biannual update from the Chief Information Officer, the Chief Risk Officer and the Chief Information Security Officer.

The Board coordinates with the Audit Committee and Finance Committee to ensure active Board- and Committee-level oversight of the Company’s technology and cyber risk profile, enterprise technology and cyber strategies, and information security initiatives. In addition, the Board has delegated primary responsibility for oversight of key risks of the Company to the Audit Committee. The Audit Committee reviews technology and cyber risks, as well as the Company’s risk mitigation processes and internal control procedures to protect

       2020 Proxy Statement       19

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

sensitive business information, and receives regular reports from the Chief Information Officer, the Chief Risk Officer and the Chief Information Security Officer on the Company’s technology and cybersecurity programs. In addition, the Finance Committee oversees management’s strategy with regard to technology and associated risks when considering major capital expenditures and acquisitions.

COVID-19 Oversight

During 2020, the Board and its Committees dedicated significant time and attention to overseeing the Company’s management of key risks related to the COVID-19 pandemic, receiving frequent updates at both the Board and Committee level from the CEO and other senior leaders on the Company’s pandemic response and framework for the management and mitigation of related key risks across the business.

The CEO, Chief Financial Officer, Chief People Officer and General Counsel, as well as other senior leaders including the Chief Risk Officer, Chief Information Officer and Chief Information Security Officer, presented regular and in-depth reviews of the Company’s assessment of key risks and approach to pandemic risk management to the full Board, as well as targeted updates to the Board’s Committees in their respective oversight areas. Through these updates, the Board and its Committees reviewed and discussed with management a broad range of topics, including: measures to protect the health, wellness and safety of the Company’s employees and return to office planning; the impact of the transition to a global work-from-home model on technology, cybersecurity, operations and business continuity planning; strategies to ensure continued delivery of products and services and execution of the Company’s long-term strategy; and financial scenario planning for managing the Company’s balance sheet and liquidity. In addition to extensive coverage of COVID-19 topics during formal Board and Committee meetings, the CEO also provided regular updates to the Chairman of the Board, Committee Chairs and other Board members through ongoing dialogue in between meetings to keep the Board informed of the latest developments and solicit input.

By exercising ongoing oversight and providing advice on the Company’s pandemic response and business continuity planning, the Board and the Committees helped support management’s development of a strategy to mitigate the immediate and potential long-term impacts of COVID-19, protect the health, wellness and safety of the Company’s employees and continue to execute on strategic initiatives to deliver value to shareholders.

ESG Oversight

The Board views oversight and effective management of environmental, social and governance (“ESG”) related risks and opportunities as essential to the Company’s ability to execute its strategy and achieve long-term sustainable growth. As such, the full Board receives regular updates on a variety of ESG topics, including sustainability and climate-related matters, as part of its annual, in-depth strategy and risk management sessions, as well as ongoing discussions and committee reports throughout the year. The full Board also receives biannual updates on the Company’s ESG products and offerings.

In addition to oversight by the full Board, the Board coordinates with its various Committees to ensure active and ongoing Committee-level oversight of the Company’s management of ESG related risks and opportunities across the relevant Committees.

Human Capital Management Oversight

The Board views effective human capital management as critical to the Company’s ability to execute its strategy.

As a result, the Board and the Compensation Committee oversee and regularly engage with our CEO, Chief People Officer, Chief Corporate Responsibility & Diversity Officer and other members of senior leadership on a broad range of human capital management topics, including culture, talent and performance management, diversity, equity and inclusion, succession planning, compensation and benefits, workplace health and safety, and employee engagement and retention.

At the management level, our Chief People Officer is responsible for leading the development and execution of the Company’s human capital management strategy, also referred to as our “People” strategy, working together with other senior leaders across the Company. Among other things, this includes promoting an inclusive and

20       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

performance-driven workplace culture; managing the Company’s initiatives to attract, recruit, develop and retain the high-quality talent needed to ensure S&P Global is equipped with the right skill sets and intellectual capital to deliver on current and future business needs; and overseeing the design of the Company’s compensation, benefits and wellness programs. In connection with these responsibilities, the Chief People Officer also partners with our Corporate Responsibility & Diversity team on the development and execution of the Company’s diversity and inclusion roadmap and works closely with the CEO on executive succession planning and development of the talent succession pipeline for the Company’s Operating Committee.

Risk Assessment of Compensation Policies and Practices

At least annually, the Compensation Committee oversees a risk review of the various components of our compensation program. In 2020, the Committee and its independent compensation consultant determined that the Company’s compensation plans, programs and policies do not encourage excessive risk taking and are not reasonably likely to have a material adverse effect on the Company. For additional information, see page 90 of this Proxy Statement

Role of Management

While the Board provides oversight, management is responsible for the day-to-day management of the Company’s risk exposures in a manner consistent with the strategic direction and objectives established by the Board. Management provides regular updates to the Board and the Audit Committee concerning strategic, operational and emerging risks and the Company’s efforts to mitigate those risks. As a critical component of the Company’s risk management process, management has adopted an integrated risk management framework to continuously identify, assess, measure, manage, monitor and report current and emerging non-financial risks. As part of this framework, the Company has an Enterprise Risk Management (ERM) Committee which is chaired by the Company’s Chief Risk Officer. The ERM Committee oversees the Company’s risk management framework, including the implementation of the framework components across the Company and promotes a strong Company-wide culture of risk management, compliance and control.

       2020 Proxy Statement       21

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Talent Management and Succession Planning

The Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent and to ensure appropriate succession plans are in place so that the Company has the executive talent it needs to successfully execute the Company’s short-term and long-term business objectives.

Roles and Responsibilities

In consultation with the CEO, Chief People Officer (the “CPO”) and other members of management, the Nominating Committee, the Compensation Committee and the full Board review short-term and long-term succession planning for the development, retention and replacement of executive talent both formally, at least on an annual basis, as well as informally throughout the year in Executive Session.

22       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Corporate Environmental and Social Responsibility

We see environmental, social and governance (“ESG”) practices as essential components of sustainable Company performance and the successful implementation of our long-term, customer-focused business strategy to Power the Markets of the Future. ESG permeates all aspects of our business and guides our purpose to accelerate progress in the world by providing intelligence that is essential for companies, governments and individuals to make decisions with conviction.

As a result, ESG considerations inform our governance mechanisms for effective Board oversight as well as how we manage our Company to fulfill our strategic priorities and carry out our corporate purpose to accelerate progress for stakeholders and communities across the world.

Governance

We are committed to running our business with integrity, transparency and the highest standards of corporate governance. Reflecting our ongoing commitment to integrity and transparency, we continue to refine our governance policies and procedures, taking into account evolving best practices and the best interests of our shareholders, the Company and other essential stakeholders.

Board and Committee Oversight

In recent years, our Board of Directors has taken active steps, summarized in the chart on page 8, and described more fully on pages 9 through 10, of this Proxy Statement, to enhance the Company’s corporate governance environment. These improvements have included more comprehensive disclosure and increased Board and Committee focus on oversight and effective management of the Company’s ESG related risks and opportunities. Most recently, in 2020, the Board and its Committees updated their governing documents to further enhance governance processes that promote corporate responsibility and accountability by memorializing the Company’s commitment to essential stakeholders and formally documenting our existing framework for the Board’s coordination with its Committees on oversight of material ESG issues. Highlights included amendments to:

✔

The Board Corporate Governance Guidelines to clarify that our Board’s responsibilities to shareholders also extend to other stakeholders, including employees, customers and communities, reflecting our alignment with the Business Roundtable’s Statement on the Purpose of a Corporation.

​

       2020 Proxy Statement       23

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

✔

The Nominating Committee Charter to provide for the Committee’s review and oversight of management of the Company’s ESG strategy, initiatives, risks and reporting.

​

✔

The Compensation Committee Charter to provide for the Committee’s review and oversight of the Company’s culture and policies and strategies related to human capital management.

​

For a more detailed discussion regarding the role of the Board and its Committees in overseeing management of the Company’s key risks, including ESG, please see pages 18 through 21 of this Proxy Statement.

Company ESG Leadership

Our ESG leadership structure at the management level also reflects our focus on ESG issues and commitment to provide value to all stakeholders. The corporate responsibility and diversity, equity and inclusion functions are managed by our Chief Corporate Responsibility & Diversity Officer, who also leads the work of the S&P Global Foundation. This reinforces our internal diversity, equity and inclusion and ESG integration efforts and drives employee volunteerism and philanthropic giving through the S&P Global Foundation. In addition, the Corporate Responsibility team directs efforts to minimize S&P Global’s environmental impact and transition to a net-zero future, in coordination with other key internal stakeholders across the business. Along with our Operating Committee, this team manages the Company’s ESG reporting and regularly updates the Board on our strategy, activities and progress. Other senior leaders also provide input through the Diversity, Equity and Inclusion Council, Environmental Action Committee and Environmental Health & Safety Committee. Our global Corporate Responsibility team implements day-to-day programs with support from senior leaders and relevant corporate functions.

Material ESG Factors

At S&P Global, we understand that to be most effective in our efforts to create a more sustainable business and society, we must first identify where we have the most opportunity for positive impact and where we must minimize the potential for negative impact. For this reason, we are guided by our materiality assessment; a process to identify, refine and assess the most relevant sustainability topics for the organization and its stakeholders. The list of material topics includes those that have a direct or indirect impact on our ability to create, preserve or erode economic, environmental and social value for ourselves, our stakeholders, the environment and society. The materiality assessment helps us to allocate financial resources and human capital; make decisions based on the right data; identify emerging trends; communicate on the issues that matter most to our stakeholders; meet increasing demands from regulators and reporting standards; and support the Corporate Responsibility team in implementing a sustainability strategy, setting ambitious goals and targets, and ongoing stakeholder engagement.

24       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Environmental Sustainability

We are committed to promoting environmental sustainability both internally, by minimizing our environmental footprint, and externally, by providing transparent disclosure of our climate-related business risks and developing innovative tools that drive sustainable investment in the marketplace and help markets and customers transition to a low carbon economy.

Transitioning to Net-Zero

Our efforts to promote a sustainable environment encompass our operations and people. We continually assess our portfolio and business operations with sustainability in mind and have an established record of implementing meaningful programs to reduce the Company’s global environmental impact, while also promoting accountability through transparent public disclosure of our reduction efforts.

Corporate sustainability initiatives to decrease our carbon emissions and natural resource consumption are supported and integrated across our global operations through comprehensive global programs and targets, proactive performance tracking and transparent reporting. Significant recent achievements and commitments towards reducing our climate and natural resource footprint include:

A cross-functional Environmental Action Committee co-chaired by the Chief of Corporate Responsibility & Diversity Officer and the Senior Vice President, Global Real Estate Services (GRES) manages the environmental sustainability of the Company. The Committee oversees collection and tracking of key environmental metrics, sets environmental performance targets and has ownership of related policies and programming.

The performance scorecard for determining payouts under the Company’s short-term incentive plan incorporates key performance indicators (KPIs) for strategic priorities tied to environmental sustainability. Linking executive incentive pay outcomes to the Company’s progress achieving strategic climate initiatives thus provides another mechanism for ensuring accountability to reduction goals, in addition to the Company’s extensive public disclosure described below.

Climate-Related Financial Disclosure

We support informed and sustainable investment through transparent disclosure and standardized analysis of financially material climate-related risks and opportunities.

In 2019, S&P Global was among the first companies to publish a climate disclosure report responsive to each of the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD), powered by a comprehensive climate scenario analysis conducted by the Company’s Trucost ESG Analysis. In 2020, we updated our TCFD report to capture TCFD’s latest disclosure recommendations, incorporate insights from benchmarking our 2019 report and meet increasing expectations from regulators, investors and other stakeholders for greater investment, transparency and diligence managing climate related challenges.

       2020 Proxy Statement       25

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Both of our TCFD reports incorporate four critical elements of climate-related financial disclosures recommended by TCFD: governance; strategy; risk management; and metrics and targets. We also provide detailed information about our Scope 1 and 2 GHG emissions and Scope 3 Business Travel Emissions, including metrics, reduction targets and third party assurance from Corporate Citizenship. Highlights from the expanded disclosure in our 2020 TCFD report include:

A more robust approach to climate reporting governance

Scenario analysis on how financial, physical and transition risks may affect our business

Stronger emphasis on integrating climate-related metrics into financial planning and quantitative performance measurement, making us one of the first U.S.-based companies to disclose a carbon adjusted earnings per share (EPS) metric in our report

Essential Intelligence for Sustainable Investment

We offer data and analytics for sustainable investment through innovative ESG solutions that power the markets for good. As a leading provider of data and analytics, we invest in the development and delivery of ESG data, ratings, benchmarks and insights to address the sustainability goals of our customers and anticipate consumer needs related to ESG issues.

We have developed and launched and continue to develop a suite of products across our underlying business units that offer innovative solutions for our clients’ evolving ESG needs, so they can accelerate progress by identifying growth opportunities and mitigating ESG risk. We achieved substantial progress in 2020 with new product launches and enhancements across our divisions.

We also continue to build out our ESG data and analytics capabilities by further integrating ESG products and solutions across our business divisions. At the end of 2020, we announced the creation of a new S&P Global ESG team to accelerate our ESG business strategy and better serve the evolving needs of our customers. The S&P Global ESG team will consolidate the management of our cross-divisional ESG assets and our ESG product roadmap with an ESG leadership group and organizational structure designed to scale quickly and accelerate growth.

Social Responsibility

Powering the Markets of the Future and accelerating progress requires a skilled, diverse and engaged workforce to implement our strategy and purpose as well as an inclusive global economy. We invest in our people and communities as critical to the success of our long-term strategic vision and ability to accelerate progress.

26       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Investing in our Employees

Our people create value and are the foundation of everything we do, powering our impact on communities and economies. Ensuring a diverse and inclusive performance-driven culture is one of the key components of our corporate strategy to Power the Markets of the Future and a corporate priority set from the top. As a result, we invest in our success as a global Company by investing in our employees across the world through our “people first” approach to human capital management, aimed at enabling all team members to reach their full potential by ensuring equitable policies and practices for all supporting everyone who works for us to reach their full potential.

To achieve our strategic people objectives, we support our employees through human capital management or “people” strategies that include diversity, equity and inclusion initiatives, learning and development programs, competitive compensation and benefits programs, workplace health and safety measures and mechanisms for retention, engagement and accountability. Examples of some of our key initiatives and programs in these focus areas are included below.

Diversity, Equity & Inclusion

Our ability to attract and retain a diverse and inclusive workforce is critical to our long-term strategy, driving business growth and innovation and empowering our people to achieve their full potential. In connection with our commitment to create a diverse and inclusive workplace, we have taken the following steps to foster an environment where our people can bring their whole selves to work:

In 2019, we merged our Corporate Responsibility and DE&I teams, in recognition of the critical importance of diversity to our firm’s standing and future. Our People team partners with Corporate Responsibility & Diversity to lead our global Diversity, Equity and Inclusion (DEI) efforts. These efforts focus on hiring and retaining diverse talent, building an inclusive culture and enabling our people to advance their careers with us.

An executive Diversity, Equity & Inclusion Council, co-chaired by our CEO and Chief People Officer, directs and oversees our enterprise-wide diversity, equity and inclusion strategy, advancing and ensuring coordination and accountability for diversity, equity and inclusion programs across the organization. The DEI Council works with our CEO and Chief People Officer setting our enterprise-wide diversity, equity and inclusion strategy and provides regular updates to our Board of Directors on progress.

We connect colleagues across our organization through our Employee Resource Groups (ERGs). These global and employee-led networks offer career experiences and network-building opportunities that foster professional development and support workplace diversity. More than 8,000 people participate in our ERGs, covering nearly 40% of our global workforce, with 73 regional networks.

We also measure progress on our diversity, equity and inclusion programs as part of our enterprise and division balanced scorecards, which are reviewed by the CEO quarterly and the Board at least biannually, and impact short-term incentive compensation.

To provide additional transparency into our efforts to increase diversity, equity and inclusion across our workforce, we plan to expand our disclosure of DEI data in our forthcoming 2020 ESG Report.

       2020 Proxy Statement       27

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Some highlights of our most recent efforts and commitments to promote diversity, equity and inclusion are provided below.

Advancing Racial Equity

At S&P Global we remain steadfast in our commitments to maintaining an inclusive, equitable and diverse environment where our people can thrive. We know that diversity unlocks opportunity, inclusion drives growth and together they spark innovation and potential.

Beyond our walls, we are also demonstrating and spotlighting our active engagement with important racial equity initiatives. We have dedicated support for the CEO Action for Racial Equity, the largest business coalition aimed at advancing racial equity through public policy. As a Business Roundtable member, we remain active in the BRT’s racial equity and justice initiatives. Through external and internal publications, we continue to recognize and celebrate our colleagues through awards, recognition events and thought leadership. And have increased our community activity, extended partnerships and philanthropic efforts with organizations supporting racial equity.

To further educate, build awareness and cultivate inclusive leaders and teams, we have implemented a series of programs to enhance diversity, equity and inclusion:

✔

Dual Mentoring: Expanded dual mentoring program, aligning senior executives with diverse leaders for guided mentorship

​

✔

Executive Coaching: Provided executive coaching to diverse leaders to accelerate development and offer career-enhancing visibility

​

✔

Nonprofit Board Service: Piloted board training and placement programs to increase the number of diverse leaders on nonprofit boards

​

✔

Ethics Training: Enhanced enterprise-wide, annual Code of Business Ethics training to address racial harassment and discrimination

​

✔

Anti-Bias Interview Training: Implemented anti-bias interview training for recruiters and managers to educated best practices in bias-free interviewing

​

✔

Measuring Sentiment: Introduced DEI Index on business scorecards to assess employee sentiment for diversity, equity and inclusion

​

28       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Learning & Development

We are committed to continuous learning and invest in development tools and programs at every level across our organization to help employees expand their knowledge, skills and experience and guide career advancement in support of our long-term strategy.

Competitive Compensation & Benefits Programs

We believe compensation and benefits programs are critical to the overall employee experience. Offering market competitive, people-centric and performance driven compensation and benefits is key to our recruitment, talent management and retention strategies. As a result, management regularly assesses employee feedback, competitor research and market data to ensure our programs remain competitive and are designed with our people’s physical, financial, work-life, mental and emotional health and wellbeing in mind. Based on these insights, we introduced new and enhanced “people first” benefits in 2018 through 2020 to advance employees’ well-being at work and beyond in support of our “people first” philosophy.

Workplace Health, Wellness & Safety

The health, wellness and safety of our people working around the global is a top priority, and our facilities worldwide follow rigorous, internally and externally audited, occupational health and safety policies. We also recognize that protecting the health, safety and well-being of our employees is crucial to our ability to ensure crises like the global COVID-19 pandemic are effectively managed. In response to the COVID-19 pandemic, we established a crisis management committee in January to lead a coordinated workplace safety strategy and acted quickly implementing significant changes across the organization to protect our people and the communities in which we operate.

As a result of these actions, a majority of our people were working from home by late March and continue to work remotely, as we evolve our preparedness strategy for office re-openings to integrate key learnings, safety measures and employee feedback to rethink the future of work. In 2020, we also appointed our first Chief Medical Advisor to help inform decision-making on the Company’s pandemic response, hosted bi-weekly global town halls to keep our people informed about health, safety and remote working logistics, and introduced expanded health and wellness benefits to help our people cope with the health impacts of COVID-19, including:

Expanding global care leave to 10 business days caring for a sick or healthy family member;

Increasing minimum global sick leave to 10 paid business days while being treated for COVID-19;

Committing to pay any employees who contract COVID-19;

Committing to provide unlimited paid leave following loss of a loved one, and three months’ pay to family members following loss of an employee;

Providing added flexibility for those working from home while caring for children/family; and

Expanding telemedicine resources and access to mental health services.

       2020 Proxy Statement       29

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Talent Attraction & Retention

To attract and retain the high-quality talent needed to execute our long-term strategy to Power the Markets of the Future, we believe it is critical for our employees to feel included, empowered and supported. As a result, we strive to create a unified and inclusive workplace culture that promotes employee engagement, satisfaction and performance; and that reflects our common corporate purpose and values of Relevance, Integrity and Excellence.

We invite employee feedback through a variety of channels for open communication and engagement, including small group employee round-table discussions with our business leaders and members of our Board of Directors, our annual employee VIBE survey and more frequent check-ins through employee “Pulse” surveys. The annual VIBE survey allows us to track progress in critical areas, such as workplace pride and satisfaction and inclusive culture, and gather actionable insights for improvements to our people strategy. We encourage managers to share VIBE survey results with their teams, prioritize action areas and pursue solutions.

Investing in Communities

We are committed to serving the communities in which we operate worldwide. In 2019, we endorsed the updated Statement on the Purpose of a Corporation issued by the Business Roundtable, an association of America’s leading companies in which we participate, recognizing a corporation’s responsibility to represent the interests of a wider range of stakeholders than just shareholders as an essential component of corporate sustainability and long-term economic viability.

We demonstrate this commitment to serving all stakeholders, including the communities in which we operate, through our Corporate Responsibility & Diversity (CR&D) strategy and programs that connect our people and capabilities to society’s needs. We give back to our communities through thought leadership, employee volunteering and the work and charitable giving of the S&P Global Foundation, focusing our CR&D efforts in three priority areas where we can make the most difference, contribute to UN Sustainable Development Goals and Power the Markets of the Future.

Accelerating Progress through the S&P Global Foundation

The S&P Global Foundation supports partners and programs that engage the Company’s employees and donates to a variety of non-profit organizations and local community programs across our global offices that advance our CR&D priorities, global disaster relief efforts and make a genuine impact on the local communities in which we operate. In 2020, the Foundation more than doubled its 2019 grantmaking, supporting COVID-19 community relief and racial justice as well as our CR&D pillars, and extended its geographical reach to 24 countries.

30       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Pandemic Response

COVID-19 has proved a seminal moment; together with racial justice, the pandemic is demonstrating the important role of the private sector in leading changes in culture and communities. In 2020, our corporate responsibility activities and the work of the S&P Global Foundation continued to gain momentum, evolving rapidly in response to COVID-19, racial justice and climate change concerns.

Employee Volunteer Impact

Our people drive our community impact by identifying nonprofits to support with their time and financial contributions. We encourage our employees to volunteer and support employee gift-matching to eligible nonprofit institutions. In 2019, we launched Essential Impact, a year-round global volunteering initiative that gives our employees five paid “Give Back Days” a year to spend volunteering. In 2019, the number of our employee volunteers increased, with 10,800 employees engaging in volunteer work. In 2020, despite challenges to in-person volunteering resulting from the COVID-19 pandemic, the economic value of our employee volunteer efforts increased through more skills-based volunteering.

Thought Leadership

We used our essential intelligence to make a positive impact in the world by launching our #ChangePays campaign in 2019 to spotlight the positive impact of women in the workforce on companies, markets and global communities through our data-driven research. We shared our findings with the World Economic Forum, the Institute of International Finance, and the International Monetary Fund as well as many other organizations. In 2020, we continued our global campaign to empower women in the workforce by launching a #ChangePays podcast and partnering with AARP to publish new research about the importance of expanding family-friendly benefits and promoting work-life balance.

Process for Identifying and Evaluating Directors and Nominees

The Nominating Committee reviews with the Board, on an annual basis, the current composition of the Board and identifies the types of skills and qualifications desirable for future Board members in light of the current and anticipated needs of the Board and its committees.

Based on its annual review, the Committee recommends to the Board the general selection criteria for Director nominees, screens potential Director candidates and recommends the slate of Director nominees for election to the Board at the Company’s Annual Meeting.

       2020 Proxy Statement       31

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Board Refreshment and Succession Planning

We believe that thoughtful Board refreshment and proactive Director succession planning is an integral part of the Company’s ability to deliver on its long-term strategy.

Board Refreshment

To ensure the right balance of fresh new perspectives with the institutional knowledge contributed by our longer-serving Directors, the Committee regularly oversees and reviews practices to enhance the Board’s refreshment process. Our Corporate Governance Guidelines incorporate refreshment mechanisms, including mandatory retirement from re-election after reaching age 72 and mandatory resignation offers upon a change in circumstances described further on page 9 of this Proxy Statement.

We value the historical knowledge and experience our long-term Directors bring to the Board. Although the Committee considers Director tenure as a factor in identifying the slate of Director nominees, tenure alone is not a critical or determinative factor.

Succession Planning and Director Recruitment Process

In anticipation of retirements, resignations and evolving strategic needs for new skills and capabilities, the Committee conducts proactive, strategy-driven Director succession planning. The succession planning and new Director recruitment process is designed to be responsive to anticipated future needs in light of evolving business, industry and market dynamics and to ensure the Board’s members bring the right balance of skills, experience, tenure and diversity to effectively promote, support and oversee the implementation of our long-term strategy.

The Committee follows a multiphase approach to succession planning and the Director recruitment process to identify and evaluate potential new Director candidates.

As part of the evaluation process, the Committee reviews and considers available information regarding each candidate, including skills and qualifications, as well as diversity of background, experience and thought (including age, gender, race/ethnicity and geography). Although the Committee considers diversity as a factor in assessing the appropriate skills and qualifications required of Board members, the Board does not have a formal policy with regard to diversity in identifying Director nominees. The Committee also reviews the candidate’s independence, potential conflicts and any reputational risks.

32       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

New Director Nominee

Ian P. Livingston was identified by Russell Reynolds as a candidate possessing extensive experience and qualifications in executive leadership positions in the technology sectors; global perspective and international experience, as well as financial and accounting expertise; operational experience managing complex organizations; and government, public policy and regulatory experience gained through his service in the House of Lords and as Minister of State for Trade and Investment. Following the initial screening process, Lord Livingston was one of several candidates interviewed by the Chairman of the Board, the Chair of the Nominating Committee and its other five Committee members, as well as the Chief Executive Officer. His background and qualifications were reviewed and discussed by the Committee with the full Board, prior to his recommendation for election to the Board. The Committee and the Board believe that Lord Livingston will contribute valuable insights and perspective on finance and accounting, international operations, executive leadership, government and public policy and technology gained through his experience serving in global leadership roles the finance and technology sectors. The Board unanimously recommend that Lord Livingston be elected to the Board at this year’s Annual Meeting.

Shareholder Nominations and Recommendation of Director Candidates

Candidates may come to the Committee’s attention through recommendations from current Board members, senior management, professional search firms, shareholders or other sources. The Committee will consider Director candidates recommended by shareholders and evaluates shareholder candidates based on the same selection criteria it uses for other Director candidates. Shareholder recommendations should be addressed in the manner and by the deadlines described on page 6 of this Proxy Statement to the Corporate Secretary, c/o Office of the General Counsel, S&P Global Inc., 55 Water Street, New York, New York 10041-0003 by mail or by sending an e-mail to the Corporate Secretary at corporate.secretary@spglobal.com.

Director Training and Education

New Directors participate in a comprehensive orientation and training program to introduce them to the Company and management as well as provide information regarding our business operations and strategy. The orientation program is a valuable part of the Director onboarding process and is periodically reviewed by the Nominating Committee.

In addition, newly appointed Committee Chairs and the independent Board Chairman also receive onboarding and orientation training to facilitate with their transition and assumption of new roles and responsibilities. The Nominating Committee periodically reviews these onboarding and orientation programs, including by soliciting feedback from Directors who recently participated in the onboarding programs, and coordinates with the Corporate Secretary and management on the program design and the implementation of recommended future enhancements.

Throughout their tenure, Directors are encouraged to enroll in educational and training programs, and the Nominating Committee periodically reviews participation in such programs. In addition, the full Board receives regular management updates on industry and corporate governance developments affecting the Company and conducts in-depth bi-annual strategy sessions to discuss the most critical strategic issues, opportunities and challenges facing the Company.

To enhance their understanding of the Company’s business, Directors also participate in off-site meetings at our various offices across the globe where they interact directly with local personnel responsible for day-to-day operations. In 2020, due to the COVID-19 pandemic such sessions were conducted virtually. These activities ensure that our Board members remain knowledgeable and informed of the most important business issues facing our Company and have deeper access to talent.

       2020 Proxy Statement       33

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Specific Experience, Qualifications, Attributes and Skills of Directors

The Nominating Committee and the Board seek Directors with experience, qualifications, attributes and skills that align with our business strategy. The following table describes key experience and expertise that our Director nominees collectively possess and that we consider most relevant to the decision to nominate candidates to serve on the Board.

The Nominating Committee has reviewed with the Board the specific experience, qualifications, attributes and skills of each Director nominee standing for election as a Director at this Annual Meeting. The Committee has concluded that each Director nominee has the appropriate skills and qualifications required of Board membership and that each possesses an in-depth knowledge of the Company’s complex global businesses and strategy. The Committee further believes that our Board is composed of well-qualified and well-respected Directors who are prominent in business, finance, and the global capital and commodity markets.

34       2020 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)​

Director Skills Matrix

A mark in the Director skills matrix below indicates a specific or specialized area of focus or expertise that each Director nominee brings to the Board. Not having a mark does not mean the Director does not possess that qualification or skill.

Additional information regarding the experience and key competencies of each individual Director nominee and current Director, as reviewed and considered by the Committee, is provided on pages 36 through 48 of this Proxy Statement.

       2020 Proxy Statement       35

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Directors and Director Nominees

Our Board has nominated the following 12 Director nominees to stand for election at the Annual Meeting to serve one-year terms that will expire at the 2022 Annual Meeting. All nominees are currently serving as Directors of the Company and have been previously elected by our shareholders, except for Lord Ian P. Livingston, who is standing for election by our shareholders for the first time at the 2021 Annual Meeting. Mr. Charles E. Haldeman, Jr., a current director and our former Chairman of the Board, is not standing for re-election and will retire from our Board at the 2021 Annual Meeting. Set forth below is information regarding each of the 12 Director nominees and Mr. Haldeman. Please see pages 1 through 7 and page 118 of this Proxy Statement for voting information. Following each Director nominee’s biography below, we have highlighted certain notable skills and qualifications that the Nominating and Corporate Governance Committee reviewed and considered when recommending the Director nominee. Committee membership is identified for the one-year term expiring at the 2021 Annual Meeting.

36       2021 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)​

       2021 Proxy Statement       37

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)

38       2021 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)​

       2021 Proxy Statement       39

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)

40       2021 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)​

       2021 Proxy Statement       41

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)

42       2021 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)​

       2021 Proxy Statement       43

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)

44       2021 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)​

       2021 Proxy Statement       45

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)

46       2021 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)​

       2021 Proxy Statement       47

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)

48       2021 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE​

Committees of the Board of Directors

The Company has standing Nominating and Corporate Governance, Audit, and Compensation Committees. The Chair of each Committee reports to the full Board as appropriate from time to time. Each standing Committee has a Charter that is reviewed by the respective Committee at least annually and by the Nominating Committee on a regular basis. In addition to these three standing Committees, the Board has an Executive Committee and a Finance Committee. A brief description of the Committees as follows.

Nominating and Corporate Governance Committee

Members

Edward B. Rust, Jr. (Chair), Marco Alverà, William D. Green, Charles E. Haldeman, Jr., Rebecca Jacoby, Kurt L. Schmoke, Richard E. Thornburgh

Role and Responsibilities

The Nominating Committee’s primary responsibilities include, among other matters:

Recommending to the Board the general criteria for selection of Director nominees and evaluating possible candidates to serve on the Board;

Recommending to the Board appropriate compensation to be paid to Directors;

Determining whether any material relationship between a non-management Director and the Company might exist that would affect that Director’s status as independent;

Making recommendations, from time to time, to the Board as to matters of corporate governance and periodically monitoring the Board’s performance; and

Reviewing with the Board succession plans for the Chief Executive Officer.

Governance, Operations and Procedures

Additional information relating to the Committee’s governance, operations and procedures is provided below:

The Committee has a Charter that can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com.

All current members of the Committee are independent as defined in the rules of the NYSE.

The Committee reviews with the Board on an annual basis the appropriate skills and characteristics required of Board members in the context of the then-current composition of the Board. The Committee evaluates the skills and qualifications of the existing Board and potential candidates on a continuing basis.

The Committee evaluates all nominees for Director based on these criteria, including nominees recommended by shareholders.

The Committee reviews and oversees management of the Company’s strategies, initiatives, risks and related reporting with respect to environmental, social and governance (“ESG”) matters.

The Committee may retain and terminate search firms to identify Director candidates. The Committee has the sole authority to approve the fees and other retention terms of any such firms.

Committee Advisors

The Committee periodically engages the services of Pay Governance LLC, an independent compensation consultant, to review director compensation survey data and advise the Committee on changes, if any, to non-employee Director compensation.

In 2020, the Committee also engaged Russell Reynolds Associates, a director and executive search firm, to assist in identifying and screening potential Director candidates, leading to the appointment of Lord Ian P. Livingston as a new Director in 2020.

       2021 Proxy Statement       49

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)

Audit Committee

Members

Maria R. Morris (Chair), William J. Amelio, Stephanie C. Hill, Monique F. Leroux, Ian P. Livingston

Role and Responsibilities

The Audit Committee oversees the accounting and financial reporting processes of the Company, the audits of the Company’s financial statements, and the Company’s risk management process and compliance programs. As part of these responsibilities, the Audit Committee’s primary duties include, among other matters, assisting with the Board’s oversight of:

The integrity of the Company’s financial statements;

The Company’s internal accounting controls, disclosure controls and procedures, and internal controls over financial reporting;

The qualifications and independence of the Company’s independent auditors;

The performance of the Company’ internal audit function and independent auditors;

The Company’s compliance with legal and regulatory requirements as well as the Company’s standards of business conduct, codes of ethics, and internal policies; and

Key risks of the Company.

An overview of the role of the Board of Directors in risk oversight can be found on pages 18 to 21.

Governance, Operations and Procedures

Additional information relating to the Committee’s governance, operations and procedures is provided below:

The Audit Committee Report, starting on page 116 of this Proxy Statement, summarizes certain important actions of the Committee taken during the Company’s 2020 fiscal year.

The Committee has a Charter that can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com.

All current members of the Committee are independent as defined in the rules of the New York Stock Exchange.

The Board has determined that all members of the Audit Committee are financially literate, and four members of the Audit Committee qualify as “financial experts” as defined in the rules of the SEC and the NYSE. There is a brief listing of the qualifications of the Director nominees who are Committee members in their respective biographies can found on pages 36 through 48 of this Proxy Statement.

Compensation and Leadership Development Committee

Members

William D. Green (Chair), Stephanie C. Hill, Monique F. Leroux, Ian P. Livingston, Edward B. Rust, Jr., Kurt L. Schmoke

Role and Responsibilities

The Compensation Committee’s primary responsibilities include, among other matters:

Establishing an overall total compensation philosophy for the Company, including conducting periodic reviews of the philosophy to ensure it supports the Committee’s objectives and shareholder interests;

Administering and interpreting the Company’s incentive compensation plans, including the Key Executive Short-Term Incentive Compensation Plan, the 2002 Stock Incentive Plan, the 2019 Stock Incentive Plan, and all other compensation and benefits plans in which the Company’s senior management participates;

Establishing performance objectives and approving awards and payments in connection with the Company’s incentive compensation plans to ensure consistency with the Company’s financial and strategic plans and objectives;

50       2021 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)​

Reviewing and approving the corporate goals and objectives for the Chief Executive Officer’s performance, evaluating the Chief Executive Officer’s performance, and establishing the Chief Executive Officer’s total compensation;

Establishing and approving the compensation to be paid to the Chief Executive Officer’s direct reports and approving the overall design of the total executive compensation program, with the discretion to approve individual compensation decisions delegated to the Chief Executive Officer;

Reviewing the succession and development plans for executives and other key talent below the direct reports to the Chief Executive Officer; and

Overseeing and reviewing the Company’s culture and policies and strategies related to human capital management, including diversity and inclusion initiatives, pay equity, talent and performance management and employee engagement topics.

Governance, Operations and Procedures

Additional information regarding the Committee’s governance, operations and procedures is provided below:

All current members of the Committee are independent as defined in the rules of the NYSE and qualify as “non-employee directors” ​(as defined under Rule 16b-3 under the Securities Exchange Act of 1934).

The Committee has a Charter that can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com.

Committee Advisors

The Committee has sole authority to retain and terminate all external consultants, to commission surveys or analyses that it determines necessary to fulfill its responsibilities, and to approve the fees of all such external consultants.

The Committee utilizes the services of Pay Governance LLC as its external compensation advisor for all matters concerning the Company’s senior management compensation programs. Pay Governance LLC provides no other executive compensation consulting or other services to the Company or its management. Pay Governance LLC works in cooperation with Company management on matters that come before the Committee but always in its capacity as the Committee’s independent advisor and representative. In 2020, Management engaged Aon Hewitt LLC to advise the Company on the review of and recommended revisions to the Executive Stock Ownership Guidelines. From time to time, management also separately engages the services of Compensation Advisory Partners LLC on various compensation-related matters.

The Committee has entered into a consulting agreement with Pay Governance LLC that specifies the nature and scope of its responsibilities, which include: (1) reviewing Committee agendas and supporting materials in advance of each meeting and raising questions or issues with management and the Committee Chair, as appropriate; (2) at the Committee’s direction, working with management on major proposals in advance of finalization by, and presentation to, the Committee; (3) reviewing drafts of the Company’s Compensation Discussion and Analysis and the Compensation Committee Report and related tables for inclusion in the Company’s Proxy Statement each year; (4) evaluating the chosen compensation peer group and survey data for competitive comparisons; (5) reviewing comparative data on the compensation of the Chief Executive Officer and providing independent analyses and recommendations on the Chief Executive Officer’s compensation to the Committee; and (6) proactively advising the Committee on best practices for Board governance of executive compensation.

In accordance with the Committee’s policy on assessing advisor independence, the Committee determined in 2020 that there were no conflicts of interest or issues related to independence that would impact the advice to the Committee from the firm of Pay Governance LLC and the representatives of Pay Governance LLC who advise both the Committee on executive compensation matters and the Nominating Committee on Director compensation matters.

For a further discussion of the role of the Committee in assessing performance and determining compensation with respect to our named executive officers, see pages 65 through 69 of this Proxy Statement.

       2021 Proxy Statement       51

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)

Executive Committee

Members

Richard E. Thornburgh (Chair), Marco Alverà, William D. Green, Charles E. Haldeman, Jr., Maria R. Morris, Douglas L. Peterson, Edward B. Rust, Jr.

Role and Responsibilities

The Executive Committee has all the authority of the Board, except for those actions not permitted by Section 712 of the Business Corporation Law of the State of New York. The Chairman of the Board serves as the Chairman of the Executive Committee.

Finance Committee

Members

Marco Alverà (Chair), William J. Amelio, Charles E. Haldeman, Jr., Rebecca Jacoby, Maria R. Morris, Richard E. Thornburgh

Role and Responsibilities

The Finance Committee oversees the Company’s financial risks, with particular emphasis on the Company’s capital allocation philosophy, treasury matters, major expenditures, key strategic decisions, and financial risk management. The Finance Committee’s primary responsibilities include, among other matters:

Reviewing the Company’s financial affairs with senior management, particularly the Company’s Medium Range Plan;

Reviewing management’s proposals, including those relating to share issuance, payment (or non-payment) of dividends on the Company’s common and preferred stock, and proposed share repurchase programs, and, either making recommendations to the Board regarding such matters, or approving such matters and thereafter reporting such approval to the Board;

Reviewing management’s proposals, including those relating to the Company’s financing arrangements, including loans and capital markets transactions, and, either making recommendations to the Board regarding such matters, or approving such matters and thereafter reporting such approval to the Board;

Reviewing management’s proposals, including those relating to major acquisitions or divestitures, joint ventures and strategic alliances and major capital expenditures, and, either making recommendations to the Board regarding such matters, or approving such matters and thereafter reporting such approval to the Board;

Reviewing management’s proposed technology and innovation expenditures and associated budgets and risks and, either making recommendations to the Board regarding such matters, or approving such matters and thereafter reporting such approval to the Board; and

Reviewing the investment performance of the Company’s retirement and profit-sharing funds and the adequacy of the Company’s insurance and self-insurance programs.

Governance, Operations and Procedures

Additional information regarding the Committee’s governance, operations and procedures is provided below:

The Committee has a Charter that can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com.

All current members of the Committee are independent as defined in the rules of the NYSE.

52       2021 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)​

Membership and Meetings of the Board and Its Committees

In 2020, no Director attended fewer than 75 percent of the aggregate of the total number of meetings of the Board and the Committees on which he or she served. Committee membership for each Director and the number of meetings of the full Board and each Committee held during 2020 are shown in the table below. The Board held thirteen meetings in 2020. Committee appointments for the next term will be determined at the next annual organizational meeting of the Board.

In 2020, the independent Directors met in executive sessions at least thirteen times without any member of management present.

Annual Meeting Attendance

It is the Company’s policy that, subject to illness or an unavoidable schedule conflict, all Directors will attend and be introduced at the Annual Meeting. All of our Directors attended the 2020 Annual Meeting.

Executive Sessions

Executive sessions of our independent directors are held at both the beginning and end of every regularly scheduled Board meeting as well as whenever deemed appropriate by the Board. Each session is chaired by the independent Chairman of the Board who may, at his discretion, invite the Company’s President and Chief Executive Officer, other employees or independent outside advisors or experts to participate.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has an executive officer serving as a member of our Board of Directors or Compensation Committee.

       2021 Proxy Statement       53

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)

Director and Officer Indemnification and Insurance

Each Director and certain of our executive officers have entered into an indemnification agreement with the Company that provides indemnification for judgments and amounts paid in settlement and related expenses to the fullest extent permitted under the applicable provisions of the New York Business Corporation Law. This indemnification will be reduced to the extent that a Director or executive officer is indemnified by the Company’s Directors’ and Officers’ liability insurance.

The Company has for many years had an insurance program in place that provides Directors’ and Officers’ liability insurance coverage. The Company’s current insurance coverage was purchased for the period of May 15, 2020 to May 15, 2021 for a premium of approximately $2.3 million. This insurance is provided by a consortium of carriers that includes: National Union Fire Insurance Company of Pittsburgh; Berkshire Hathaway Specialty Insurance; Great American Insurance Co.; Travelers Casualty & Surety Company of America; National Casualty Company; Endurance American Insurance Company; Continental Casualty Company; Starr Indemnity & Liability Company; Zurich American Insurance Company; Atlantic Specialty Insurance Company; AXIS Insurance Company and Markel American Insurance Company. This program also includes additional capacity dedicated to providing excess coverage for Directors and certain of our executive officers when the Company cannot indemnify them. The additional capacity is provided by the following consortium of carriers: National Union Fire Insurance Company of Pittsburgh; RLI Insurance Company; Berkshire Hathaway Specialty Insurance; Continental Casualty Company; Berkeley Insurance Company; XL Specialty Insurance; RLI Insurance Company; U.S. Specialty Insurance Company; Zurich American Insurance Company; and Hartford Accident & Indemnity.

The Company also maintains a fiduciary liability insurance program that covers Directors and employees who serve as fiduciaries for our employee benefit plans. This coverage, subject to a number of standard exclusions and certain deductibles, indemnifies the Directors and employees from alleged breaches of fiduciary or administrative duties, as defined in the Employee Retirement Income Security Act of 1974 or similar laws or regulations outside the United States. The Company’s current fiduciary liability coverage was purchased for the period of May 15, 2020 to May 15, 2021 for a premium of approximately $270,000. This insurance is provided by a consortium of carriers that includes: National Union Fire Insurance Company of Pittsburgh; Hartford Accident & Indemnity; Travelers Casualty & Surety Company of America; XL Specialty Insurance Company and National Casualty Company.

Transactions with Related Persons

Under SEC rules, we are required to disclose material transactions with the Company in which “related persons” have a direct or indirect material interest. Related persons include any Director, nominee for Director, executive officer of the Company, any immediate family members of such persons, and any persons known by the Company to be beneficial owners of more than five percent of the Company’s voting securities.

Based on information available to us and provided to us by our Directors and executive officers, and other than the items referred to below, we do not believe that there were any such material transactions with related persons in effect since January 1, 2020, or any such material transactions proposed to be entered into during 2021.

Mr. Christopher Heusler, the spouse of Executive Vice President, Public Affairs, Courtney Geduldig, is employed by the Company as an executive within the Company’s Ratings business. During 2020, he received cash compensation of approximately $894,336 (including base salary and incentive cash compensation) as well as equity compensation consisting of restricted share units and performance share units, with an aggregate grant date fair value of approximately $350,000. In 2020, Mr. Heusler participated in our employee benefit plans on the same basis as other similarly situated employees.

From time to time, shareholders that own more than five percent of our common stock subscribe to, license or otherwise purchase, in the normal course of business, certain of our products and services. These transactions are negotiated on an arm’s-length basis and are subject to review by the Company’s Nominating Committee as described below. During 2020, BlackRock, Inc. and The Vanguard Group, Inc. and/or their respective affiliates subscribed to, licensed or otherwise purchased in the normal course of business, certain of our products and

54       2021 Proxy Statement       

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE  (continued)​

services. Revenues recognized by us from subscriptions, licenses and other fees related to our products and services by BlackRock, Inc., The Vanguard Group, Inc. and/or their respective affiliates for fiscal 2020 were approximately $108.6 million and $56.0 million, respectively.

The Company’s Nominating Committee reviews and considers transactions with related persons under the Company’s written policy that requires the Committee to review and approve any related person transactions. Under the policy, all related persons are required to promptly notify our Corporate Secretary of any proposed related person transaction. Following notice to our Corporate Secretary, the proposed transaction is then presented to the Nominating Committee for its review and consideration at the next Committee meeting. Any ongoing and previously approved related person transactions will be reviewed by the Committee on an annual basis. In reviewing any proposed (or previously approved and ongoing) related person transaction, the Committee must consider all relevant facts and circumstances, including, without limitation, the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to the Company, opportunity costs of alternate transactions, the materiality and character of the related person’s direct or indirect interest, and the actual or apparent conflict of interest of the related person. Approval of a related person transaction (or ratification of a previously approved and ongoing related person transaction) will be given only if it is determined by the Committee that such transaction is in (or not inconsistent with) the best interests of the Company and its shareholders.

       2021 Proxy Statement       55

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION MATTERS
COMPENSATION DISCUSSION AND ANALYSIS

The Compensation and Leadership Development Committee of our Board of Directors (the “Compensation Committee”), comprised of independent Directors, oversees our compensation program for senior executives on behalf of our Board. This Compensation Discussion and Analysis (“CD&A”) describes our named executive officer compensation program and the basis for the compensation paid to our named executive officers for 2020, as well as certain key compensation decisions that have been approved for our named executive officers for 2021.

​

*

Our CD&A, found on pages 56 through 90 of this Proxy Statement, includes adjusted financial information. For a reconciliation of the adjustments to comparable financial measures calculated in accordance with generally accepted accounting principles (“GAAP”) in the U.S., please see Exhibit A. The non-GAAP financial information included on Exhibit A has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our named executive officers.

​

56       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

2020 Named Executive Officers

The named executive officers (“NEOs”) of the Company for 2020 are as follows:

​

(1)

Mr. Draper joined the Company as Chief Executive Officer, S&P Dow Jones Indices, effective June 15, 2020.

​

Compensation Philosophy

Our people are the foundation of everything we do and ensuring a diverse and inclusive performance-driven culture is one of the key components of our corporate strategy to Power the Markets of the Future. Our compensation philosophy is to reward excellence in leadership and success in the implementation of our business strategy by linking a significant portion of executive pay to one or more performance metrics tied to shareholder value creation. By connecting executive pay outcomes to drivers of shareholder value, we implement our compensation practices with transparency and within the framework of pay-for-performance in a manner that we believe helps us attract and retain the highest-quality executive talent at our leadership levels.

Financial Performance Highlights

Returns assume $100 invested on December 31, 2015 and total return includes reinvestment of dividends through December 31, 2020. Reflects peer group used in the Company’s Form 10-K filed with the SEC on February 9, 2021.

       2021 Proxy Statement       57

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Company Financial Performance

The Company made substantial progress towards its medium- and longer-term strategy and, despite unprecedented challenges presented by the global COVID-19 pandemic, delivered strong financial results in 2020 by showing growth across three key financial measures that the Compensation Committee uses to assess executive officer performance: Incentive Compensation Program (“ICP”) Adjusted Revenue, ICP Adjusted Earnings before Interest, Taxes and Amortization Margin (“ICP Adjusted EBITA Margin”) and ICP Adjusted Earnings Per Share (“ICP Adjusted EPS”):

 

(1)

Key Executive Short-Term Incentive Compensation Plan (“STIC”).

​

(2)

For a reconciliation of the adjustments to comparable financial measures calculated in accordance with U.S. GAAP, please see Exhibit A.

​

(3)

Year-over-year (“YOY”).

​

(4)

2020 ICP Adjusted EPS incorporates the pro forma effect of an acquisition making ICP Adjusted EPS results comparable to 2017 Baseline ICP Adjusted EPS results.

​

Significant Business Milestones

In addition to delivering strong financial performance in a turbulent economy, we announced plans to merge with IHS Markit to accelerate growth and enhance our customer value proposition in our largest acquisition to date and achieved meaningful progress across each of the six components of our long-term strategy to Power the Markets of the Future in 2020:

58       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

       2021 Proxy Statement       59

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Pay-for-Performance Overview

Shareholder-Aligned Incentive Compensation

Our programs are structured to align the interests of the Company’s executives with the creation of value for shareholders by rewarding performance against short- and long-term strategic and financial targets. The Company’s existing short-term and long-term incentive programs appropriately rewarded our Named Executive Officers’ for their resilient leadership executing key strategic initiatives and delivering strong financial performance in 2020, without requiring modification for the COVID-19 pandemic.

2020 STIC Funding and 2018-2020 Long-Term Incentive Payouts

S&P Global had strong annual operational and financial performance in 2020 and made substantial progress toward the medium-term aspirational targets established for the Company during 2020. The Company’s achievements in 2020 resulted in above target funding for the Key Executive Short-Term Incentive Compensation Plan (“STIC”), and the Company’s strong stock price as well as sustained operational and financial performance during the 2018-2020 performance cycle resulted in Long-Term Incentive awards earning and paying out above target. Enterprise-level STIC funding for 2020 was 142% of target (see pages 78 through 79) and the 2018 Long-Term PSU Award earned and paid out at 143% of target (see page 84).

CEO Target Compensation

In the graphic to the right, we have shown Target Total Direct Compensation (“TDC”), which is equal to the aggregate of base salary, target annual incentive award opportunity and long-term incentive grants, assuming target performance, for our CEO, Mr. Peterson, in 2019, 2020, and 2021. As discussed in further detail in the “Setting Compensation” section beginning on page 66 of this Proxy Statement, in consultation with the independent compensation consultant, the Compensation Committee considered several factors such as individual performance and market competitiveness, including benchmarking against the Company’s Proxy Peer Group and compensation survey data for the financial services industry, and approved a 5.7% increase in Mr. Peterson’s target TDC for 2021 as compared to 2020.

60       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

Say-on-Pay

The Company values shareholder perspectives on our executive compensation program. Shareholders voted in favor of casting an advisory vote on the executive compensation program for the Company’s NEOs—the “say-on-pay” vote—on an annual basis at the 2017 Annual Meeting. As part of the Compensation Committee’s annual review of the program, it considers the outcome of the Company’s annual shareholder advisory vote on the compensation of the Company’s NEOs. Approximately 97% of the “say-on-pay” advisory votes cast in 2020 were in favor of our executive compensation program.

Although the 2020 “say-on-pay” results indicated strong support for our program, the Company believes it is important to engage with our shareholders, regardless of our approval rating. As described in further detail on pages 15 through 17 of this Proxy Statement, we engage in active year-round dialogue and outreach with our shareholders to discuss governance, executive compensation and other matters, and to solicit shareholder feedback. No significant concerns relating to the Company’s compensation program were raised by investors this year during our shareholder engagement efforts.

Examples of prior compensation program changes made in response to shareholder feedback are highlighted on page 69 of this Proxy Statement and affirm our responsiveness to and alignment with our shareholders.

Decisions for 2021

As part of the Compensation Committee’s ongoing review and refinement of the executive compensation program to ensure the program remains competitive, supports strategic objectives and rewards performance, the Committee approved the following changes for 2021:

Executive Stock Ownership Guidelines: The Compensation Committee increased the CEO share ownership guideline from six times (6x) base salary to seven times (7x) base salary and the CFO share ownership guideline from three times (3x) base salary to four times (4x) base salary to require a more meaningful level of ownership in keeping with best practices and further align the interests of the CEO and CFO with those of our shareholders.

Other previous significant design changes to our executive compensation program are highlighted on page 69 of this Proxy Statement.

       2021 Proxy Statement       61

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Overview of Key Best Practices: What We Do and Don’t Do

The Compensation Committee regularly reviews best practices in executive compensation and governance and has revised our policies and practices over time. Today these practices include:

   

   

62       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

Compensation Objectives

A highly engaged and performance-driven workforce is essential to sustainable customer-focus and our execution of our business strategy to Power the Markets of the Future. Compensation and benefits programs are critical to the overall people experience and to our ability to compete for and engage exceptional executive talent. The main objectives of our executive compensation program are to deliver competitive compensation and benefits programs that drive performance, motivate and create shareholder value:

Pay Mix

In establishing an appropriate mix of fixed and variable pay to reward Company, line of business and individual performance, the Compensation Committee balances the importance of meeting our short-term business goals and maintaining a competitive compensation package designed to attract, motivate and retain experienced and talented executive officers with the need to create shareholder value and drive growth over the longer-term. Our integrated compensation framework heavily weights variable compensation to reward achievements against pre-established, quantifiable financial performance objectives and individual strategic performance objectives.

In addition, because a significant portion of variable compensation is delivered in the form of long-term incentive awards, which vest over three years, the value ultimately realized by our executives from these awards depends on stockholder value creation, as measured by the future performance of our stock price.

 

   

       2021 Proxy Statement       63

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Overview of Pay Elements

For 2020, guided by our compensation philosophy and objectives, the 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 to maintain an executive compensation program that is competitive, performance-based and shareholder-focused.

 

64       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

Roles and Responsibilities

 

       2021 Proxy Statement       65

COMPENSATION DISCUSSION AND ANALYSIS (continued)

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 2020, the Compensation Committee measured our compensation opportunities for executive officers against the following benchmarking sources:

Proxy Peer Group: The Committee reviews compensation data from our Proxy Peer Group annually, as part of a competitive market analysis of NEO total pay and a realizable pay analysis, used to assess the alignment of pay and performance, presented by Pay Governance.

Survey Peer Groups: The Committee also considers information from the McLagan Financial Services Survey.

Annual Proxy Peer Group Review

The Compensation Committee, with the assistance of Pay Governance, reviews the composition of our Proxy Peer Group each year to ensure the Proxy Peer Group remains appropriate to use in 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

66       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

appropriately capture the scale and scope of our evolving business operations and the market dynamics in which we compete for executive talent.

The Compensation Committee considered the following criteria in its review of the 2020 Proxy Peer Group:

Key size measures, with particular reference to revenue and market capitalization, to identify companies that are comparable to the Company from a size and scope perspective.

Industry and business model to identify a group of diversified financial services companies that operate in the same industry as the Company and reflect an appropriate mix of the markets in which we participate.

Competitors for executive talent to identify companies that recruit and compete within the same executive labor market.

Shareholder adviser methodologies to identify companies that broadly align with the peer groups considered by ISS and Glass Lewis.

2020 Peer Group Companies

With the assistance of Pay Governance, the Compensation Committee identified the companies listed below to serve as market reference points for 2020 compensation planning, which reflected no changes from the prior year’s Proxy Peer Group.

Survey Peer Groups

In addition to the Proxy Peer Group, survey data allows the Compensation Committee to compare compensation levels for certain roles to a wider spectrum of companies and benchmark them to a broader market for talent. The companies that comprise the McLagan survey peer group are listed below.

*

In October 2020, TD Ameritrade Holding Corporation was acquired by the Charles Schwab Corporation.

​

In terms of size, as shown in the table below, at the end of 2020, the Company’s annual revenue was between the median and the 75th percentile and the Company’s market capitalization was above the 75th percentile of the 2020 Proxy Peer Group.

       2021 Proxy Statement       67

COMPENSATION DISCUSSION AND ANALYSIS (continued)

​

*

Numbers reflect fiscal year end data for the 2020 Proxy Peer Group, except for TD Ameritrade Holding Corporation and the Charles Schwab Corporation due to their merger in October 2020.

​

For purposes of setting 2021 compensation targets, the Compensation Committee determined that the current Proxy Peer Group remained an appropriate comparison group for the Company and, therefore, no changes were necessary.

Use of Market Data

Our Compensation Committee independently evaluates the performance of the CEO and establishes the CEO’s total annual target compensation so that his base salary, target annual incentive opportunity and target long-term incentive awards are competitive against market data for our Proxy Peer Group in addition to relevant compensation survey data for the financial services industry. 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 60 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 company data provided in the compensation surveys to develop an understanding of market pay levels for each position. In general, we design our executive compensation program to pay median levels of compensation for target levels of achievement. An individual element of compensation of an NEO’s total direct 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 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)

68       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

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 2020 can be found beginning on page 71 of this Proxy Statement.

Additionally, further information about succession planning can be found beginning on page 22 of this Proxy Statement.

Other Factors

In setting NEO compensation, the Compensation Committee also considers input from Pay Governance, the Committee’s independent compensation consultant, and our shareholders as well as several other factors, including business and market conditions, risk management and governance, and tax and accounting considerations, 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 65 of this Proxy Statement.

History of Executive Compensation Program Changes

The changes described below show enhancements to our compensation programs that we have made over time, and that continue to be in effect. We believe that these improvements demonstrate our responsiveness to and alignment with our shareholders and exhibit our commitment to incorporating best practices, pay-for-performance, and adapting to market conditions.

 

       2021 Proxy Statement       69

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2020 Financial Performance and NEO Compensation Decisions

Financial Performance Overview in 2020

In 2020, we delivered strong annual operational and financial performance and made significant progress on key initiatives towards the Company’s medium- and longer-term targets, while also taking decisive action to protect the health and safety of our employees and support local communities against the backdrop of a global pandemic. Financial performance highlights and significant business milestones achieved in 2020 included:

 

*

For a reconciliation of the adjusted financial information presented in the table above to comparable financial measures calculated in accordance with U.S. GAAP, please see Exhibit A.

​

NEO Compensation Decisions in 2020

The table below shows the Compensation Committee’s compensation decisions for 2020 for the NEOs, and is different from the SEC required disclosure in the “2020 Summary Compensation Table” beginning on page 91. It is a blend of annualized base salary and compensation that is actually paid (incentive payout) or granted (long-term incentive grants) that together reflects the total annual 2020 compensation decision for each NEO.

The Compensation Committee established the calendar year base salary and annual long-term incentive grant amount for each NEO early in the fiscal year. The annual incentive payout amount was calculated and paid after the fiscal year ended based on the incentive plan funding and the individual performance of each NEO, as described below.

​

(1)

Mr. Draper joined the Company as Chief Executive Officer, S&P Dow Jones Indices, effective June 15, 2020. In connection with his hire, Mr. Draper received a one-time Restricted Stock Unit (RSU) award equal to $1,275,000 in recognition of unvested equity awards with his prior employer, along with annual long-term incentive awards equal to $1,750,000, including $210,000 of Restricted Stock Units (RSUs), $490,000 of Performance Share Units (PSUs) and $1,050,000 of S&P Global Dow Jones Indices Long-Term Cash Incentives.

​

70       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

CEO PAY DECISIONS

Douglas L. Peterson: President and Chief Executive Officer

Mr. Peterson joined the Company in September 2011 as President, Standard & Poor’s Ratings Services. He was promoted to his current role in November 2013.

       2021 Proxy Statement       71

COMPENSATION DISCUSSION AND ANALYSIS (continued)

OTHER NEO PAY DECISIONS

Ewout L. Steenbergen: EVP, Chief Financial Officer

Mr. Steenbergen joined the Company in his current role in November 2016.

72       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

John L. Berisford: President, S&P Global Ratings

John L. Berisford joined the Company in January 2011 as Executive Vice President, Human Resources. Effective November 3, 2015, he was appointed to his current role as President, S&P Global Ratings.

       2021 Proxy Statement       73

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Martina Cheung: President, S&P Global Market Intelligence

Ms. Cheung joined the Company in May 2010 as Head of Operations for Structured Finance in S&P Global Ratings. Effective January 2, 2019, she was appointed to her current role as President, S&P Global Market Intelligence.

74       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

Daniel Draper: Chief Executive Officer, S&P Dow Jones Indices

Mr. Draper joined the Company in his current role on June 15, 2020.

       2021 Proxy Statement       75

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Base Salaries

Snapshot: Base Salaries

Base salary is a customary, fixed element of compensation intended to attract and retain key executive talent.

​

(1)

Mr. Draper joined the Company as Chief Executive Officer, S&P Dow Jones Indices, effective June 15, 2020.

​

(2)

Reflects Mr. Draper’s annualized base salary, which was paid pro rata at $354,546 in 2020 based on Mr. Draper’s length of service from his date of hire on June 15, 2020.

​

2021 Base Salary Determination

Our Compensation Committee independently evaluates the performance of the CEO and establishes the CEO’s base salary so that, together with his target annual incentive opportunity and stock-based long-term incentive awards, his total annual target compensation is competitive against our Proxy Peer Group and market data for the financial services industry.

As discussed beginning on page 66, the base salaries for the other NEOs reflect findings from our Proxy Peer Group and annual market surveys as well as considerations of their individual contributions, performance, time in role, scope of responsibility, leadership skills and experience.

In support of the Company’s initiatives to reduce expenses and enhance financial flexibility and liquidity in response to COVID-19, the Compensation Committee determined not to make any increases to Mr. Peterson’s base salary or the base salaries of any other NEOs for 2021.

Short-Term Annual Incentive Plan

Snapshot: Short-Term Annual Incentive Cash Compensation

​

(1)

Mr. Draper joined the Company as Chief Executive Officer, S&P Dow Jones Indices, effective June 15, 2020.

​

(2)

Represents Mr. Draper’s full-year annual short-term incentive target, which was not pro rated based on length of service in 2020, pursuant to the terms of Mr. Draper’s offer letter. A complete description of Mr. Draper’s new hire compensation payments and grants can be found in the 2020 compensation tables and accompanying footnotes beginning on page 91 of this Proxy Statement.

​

76       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

2020 Short-Term Annual Incentive Funding and Payout Determination Formulas

2020 Short-Term Annual Incentive Plan Design Under the STIC

For all NEOs, individual incentive amounts are determined based on the executive’s target incentive award opportunity, which is then adjusted by a factor based upon the achievement of enterprise-level and, as appropriate for our division leaders, division-level goals (70%), and achievement of individual strategic goals (30%).

Target Incentive Opportunity: The incentive target opportunity for each NEO is in part determined based on market data as well as individual performance and experience. For a more detailed description of how we set compensation targets, see pages 66 through 69 of this Proxy Statement.

Business Performance Goals: The enterprise-level performance component for 2020 was tied to ICP Adjusted Revenue and ICP Adjusted EBITA Margin, which included adjustments for unspent strategic investment funds and acquisitions and divestitures. The applicable division-level performance goals for our NEO division leaders, Messrs. Berisford and Draper and Ms. Cheung, were similarly tied to division-specific ICP Adjusted Revenue and ICP Adjusted EBITA Margin, with the applicable adjustments for each division described in further detail on pages 79 through 81 below. The Compensation Committee believes that these metrics reward performance to achieve short-term business objectives that draw focus to productivity measures, create greater efficiencies and strengthen the importance of growth and scale to the Company, which ultimately drives increased shareholder value.

Individual Performance Goals: The individual component is allocated based on an assessment of each participant’s achievement against strategic or developmental goals established at the beginning of the year.

Maximum Award Payout: The maximum incentive award opportunity is capped at 200% of each participant’s target award.

Following the performance period, the overall incentive award pool is funded based on the achievement of Company and division performance goals. The final payout amount is allocated to individual participants and adjusted upwards or downwards based on individual achievement in accordance with the methodology described above.

2020 Short-Term Annual Incentive Goals, Funding and Payouts

Business Performance Goals

The 2020 short-term annual incentive payouts for all of the NEOs are based 70% on business performance and 30% on individual performance. For Messrs. Peterson and Steenbergen, the business performance component is measured on an enterprise balanced scorecard of 76% financial and 24% business-building goals. 38% of the

       2021 Proxy Statement       77

COMPENSATION DISCUSSION AND ANALYSIS (continued)

financial goals is based on Company ICP Adjusted EBITA Margin and the remaining 38% is based on Company ICP Adjusted Revenue. The 24% weighting of the business-building goals is divided into 8% each for the three categories of Customer, Operations and People with category-specific Key Performance Indicators (KPIs), scored on a scale from one to five (funded at 50% to 150% of target), used to measure achievement.

As the President of S&P Global Ratings, the business performance component of Mr. Berisford’s annual incentive award was measured 20% on the above-mentioned enterprise financial goals (weighted equally at 10% each), 56% on a mix of S&P Global Ratings ICP Adjusted EBITA Margin and S&P Global Ratings ICP Adjusted Revenue (weighted 28% each), and 24% on division-specific business-building goals in the categories described above.

As the President of S&P Global Market Intelligence, the business performance component of Ms. Cheung’s annual incentive award was measured 20% on the above-mentioned enterprise financial goals (weighted equally at 10% each), 56% on a mix of S&P Global Market Intelligence ICP Adjusted EBITA Margin and S&P Global Market Intelligence ICP Adjusted Revenue (weighted 28% each), and 24% on the business-building goals described above.

As the Chief Executive Officer of S&P Dow Jones Indices, the business performance component of Mr. Draper’s annual incentive award was measured 20% on the above-mentioned enterprise financial goals (weighted equally at 10% each), 56% on a mix of S&P Dow Jones Indices ICP Adjusted EBITA Margin and S&P Dow Jones Indices ICP Adjusted Revenue (weighted 28% each), and 24% on the business-building goals described above.

Performance Review and Adjustment Process

The Compensation Committee reviewed 2020 reported Revenue and EBITA Margin for the Company, under the enterprise scorecard, and the divisions, under the division scorecards for Messrs. Berisford and Draper and Ms. Cheung. Based on this review, the Committee approved the adjustments described on pages 78 to 81 below to determine non-GAAP financial performance results for incentive compensation purposes.

The Compensation Committee uses ICP Adjusted Revenue and ICP Adjusted EBITA Margin to evaluate the financial results achieved by the NEOs independent of items considered isolated, non-recurring, or unusual because it believes that such metrics better measure the Company’s normal revenue, operating expenses, and operating results for compensation purposes.

For a reconciliation of the adjustments to comparable financial measures calculated in accordance with U.S. GAAP, please see Exhibit A. The non-GAAP financial information included on Exhibit A has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our NEOs.

2020 Corporate Short-Term Annual Incentive Targets, Funding and Adjustments (All NEOs)

For the portion of incentive funding based on enterprise financial goals, the Compensation Committee reviewed and approved the Company ICP Adjusted EBITA Margin of 53.1% and Company ICP Adjusted Revenue of $7,412 million, representing an increase of 10.6% over 2019, after adjusting for the impact of changing foreign exchange rates, unspent strategic investment funds, acquisitions and divestitures in 2020 and the impact of

78       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

funding for above target achievement of enterprise goals and division business-building goals. Based on these blended results, the 2020 achievement and funding for the Company’s enterprise-level financial goals was 147%.

For a reconciliation of the adjustments to comparable financial measures calculated in accordance with U.S. GAAP, please see Exhibit A. The non-GAAP financial information included on Exhibit A has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our NEOs.

For the remaining 24% of incentive funding based on the achievement of enterprise-level business-building goals in the three categories of Customer, Operations and People (each category accounting for 8% of funding), the Compensation Committee reviewed performance for each category of the Company business-building goals based on consideration of various quantitative and qualitative key performance indicators (KPIs), such as net promoter scores, revenue from new products/markets, risk management indicators and culture and diversity metrics, scored on a scale of one to five.

Based on the Compensation Committee’s review of the KPI results for performance against Company business-building goals in each category, the Committee determined that the 2020 achievement and funding for the Company business-building goals was 125% for customer, 100% for operations and 150% for people goals.

Overall, the blended 2020 achievement and funding for Messrs. Peterson and Steenbergen for enterprise business performance and customer, operations and people goals was 142%.

2020 S&P Global Ratings Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Berisford)

For the 56% portion of incentive funding based on division-level financial goals for S&P Global Ratings, the Compensation Committee reviewed and approved the Division ICP Adjusted Revenue of  $3,577 million, representing an increase of 15.2%, and Division ICP Adjusted EBITA Margin of 63.2%, after adjusting for the impact of changing foreign exchange rates, acquisitions and divestitures, unspent strategic investment funds, the funding of new strategic investments and the impact of funding for above target achievement of enterprise goals and division business-building goals. Based on these blended results, the 2020 achievement and funding for the S&P Global Ratings division-level financial goals was 170%.

Exhibit A on page 132 provides a reconciliation from GAAP results to ICP Adjusted EBITA Margin and ICP Adjusted Revenue. The non-GAAP financial information included on Exhibit A has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our NEOs.

Based on the Compensation Committee’s review of the KPI results for performance against S&P Global Ratings business-building goals in each of the three categories of customer, operations and people, the Committee determined that the 2020 achievement and funding for the division-level business-building goals was 125% for each of customer and operations and 150% for people goals.

Overall, the 2020 achievement and funding for Mr. Berisford for the blend of 20% enterprise and 56% S&P Global Ratings business performance and 24% division customer, operations and people goals was 157%.

       2021 Proxy Statement       79

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2020 S&P Global Market Intelligence Short-Term Annual Incentive Targets, Funding and Adjustments (Ms. Cheung)

For the 56% portion of incentive funding based on division-level financial goals for S&P Global Market Intelligence, the Compensation Committee reviewed and approved the Division ICP Adjusted Revenue of $2,104 million, representing an increase of 7.4%, and Division ICP Adjusted EBITA Margin of 32.4%, after adjusting for the impact of changing foreign exchange rates, acquisitions and divestitures, unspent strategic investment funds and the impact of funding for above target achievement of enterprise goals and division business-building goals. Based on these blended results, the 2020 achievement and funding for the S&P Global Market Intelligence division-level financial goals was 100%.

Exhibit A on page 132 provides a reconciliation from GAAP results to ICP Adjusted EBITA Margin and ICP Adjusted Revenue. The non-GAAP financial information included on Exhibit A has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our NEOs.

Based on the Compensation Committee’s review of the KPI results for performance against S&P Global Market Intelligence business-building goals in each of the three categories of Customer, Operations and People, the Committee determined that the 2020 achievement and funding for the division-level business-building goals was 100% for customer, 125% for operations and 150% for people goals.

Overall, the 2020 achievement and funding for Ms. Cheung for the blend of 20% enterprise and 56% S&P Global Market Intelligence business performance and 24% division customer, operations and people goals was 115%.

2020 S&P Dow Jones Indices Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Draper)

For the 56% portion of incentive funding based on division-level financial goals for S&P Dow Jones Indices, the Compensation Committee reviewed and approved the Division ICP Adjusted Revenue of  $989 million, representing an increase of 7.8%, and Division ICP Adjusted EBITA Margin of 69.5%, after adjusting for the impact of changing foreign exchange rates, the funding of new strategic investments and the impact of funding

80       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

for above target achievement of enterprise goals and division business-building goals. Based on these blended results, the 2020 achievement and funding for the S&P Dow Jones Indices division-level financial goals was 99%.

Exhibit A on page 132 provides a reconciliation from GAAP results to ICP Adjusted EBITA Margin and ICP Adjusted Revenue. The non-GAAP financial information included on Exhibit A has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our NEOs.

Based on the Compensation Committee’s review of the KPI results for performance against S&P Dow Jones Indices business-building goals in each of the three categories of Customer, Operations and People, the Committee determined that the 2019 achievement and funding for the division-level business-building goals was 125% for each of customer and operations and 150% for people goals.

Overall, the 2020 achievement and funding for Mr. Draper for the blend of 20% enterprise and 56% S&P Dow Jones Indices business performance and 24% division customer, operations and people goals was 117%.

Individual Strategic Goals

As discussed in detail above, 70% of the individual short-term annual incentive award was determined based on Company financial results (or a blend of the Company funding and division results for division presidents) and achievement of business-building metrics. For all NEOs, including the CEO, the remaining 30% was allocated based on the achievement of individual strategic or developmental goals (our NEOs’ key achievements for 2020 are described on pages 71 through 75 of this Proxy Statement). The total annual incentive award opportunity for each participant was capped at 200% of their target annual incentive award.

2020 NEO Payouts Under the STIC

For a list of the actual payments made to our NEOs under the STIC in respect of 2020 performance, see the chart on page 76 of this Proxy Statement.

2021 Short-Term Annual Incentive Plan Design and Targets

2021 Plan Design

The Compensation Committee determined not to make any changes to the incentive plan design or targets under the 2021 Short-Term Annual Incentive Plan.

2021 Award Target Determination

Our Compensation Committee independently evaluates the performance of the CEO and establishes the CEO’s 2021 target annual incentive award so that, together with his base salary and long-term incentive award, his total target annual compensation is market competitive and motivates and rewards him for performance against Company and individual goals.

As discussed beginning on page 66, the target annual incentive award amounts for the other NEOs reflect findings from our Proxy Peer Group and annual market surveys as well as considerations of their individual contributions and the strategic importance of the respective roles to the Company.

In support of the Company’s initiatives to reduce expenses and enhance financial flexibility and liquidity in response to COVID-19, the Compensation Committee determined not to make any increases to the target annual incentive award amounts for Mr. Peterson or any of the other NEOs for 2021.

For a list of the 2021 NEO target annual incentive award amounts under the 2021 STIC, see the chart above on page 76 of this Proxy Statement.

       2021 Proxy Statement       81

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Long-Term Incentive Plan

Snapshot: Long-Term Incentive Target Opportunities

​

(1)

Mr. Draper joined the Company as Chief Executive Officer, S&P Dow Jones Indices, effective June 15, 2020.

​

(2)

Represents Mr. Draper’s full-year annual long-term incentive target, which was not pro rated based on length of service in 2020, pursuant to the terms of Mr. Draper’s offer letter. A complete description of Mr. Draper’s new hire compensation payments and grants can be found in the 2020 compensation tables and accompanying footnotes beginning on page 91 of this Proxy Statement.

​

2020 Long-Term Incentive Plan Award Structures

 

2020 Long-Term Incentive Plan Award Design

To ensure that the Long-Term Incentive Plan supports the main objectives of our executive compensation program and the Company’s business strategy, we periodically review our Plan and the structure of our long-term incentive awards granted pursuant to the Plan to make adjustments as our business needs change.

The long-term incentive award is delivered as a mix of 70% performance share units (PSUs) and 30% restricted stock units (RSUs), except for Mr. Draper (described below).

Both PSUs and RSUs have three-year cycles but the RSUs are solely time-based and are not tied to performance goals. The mix of PSUs and RSUs balances incentives based on stock price appreciation and performance factors not directly related to stock price.

The 2020 PSU awards are measured based on ICP Adjusted EPS growth over a three-year performance cycle to evaluate the results achieved by the Company independent of items considered isolated, non-recurring, or unusual because we believe that such metrics better measure the Company’s normal revenue, operating expenses, and operating results for compensation purposes. 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.

Commencing in 2017, the Compensation Committee modified the vesting schedule of RSUs to vest ratably over three years rather than cliff vesting after three years to provide a more effective recruitment tool. In connection with its annual review of the Company’s compensation program, the

82       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

Compensation Committee found that this change was appropriately balanced by the three-year cliff vesting schedule for PSU awards, which generally represent 70% of the total long-term grant value for NEOs.

As the Chief Executive Officer of S&P Dow Jones Indices, Mr. Draper’s target annual long-term incentive award differs from that of the other NEOs. S&P Dow Jones Indices is a joint venture between S&P Global and CME Group. In order to align Mr. Draper’s interests more closely with the financial performance of the joint venture, 60% of his annual long-term incentive award consists of performance-based long-term cash measured based on the ICP Adjusted EBITA growth of the joint venture over a three-year performance cycle. The remaining 40% of his annual long-term incentive award is made up of a mix of 70% S&P Global PSUs and 30% S&P Global RSUs. The PSUs are measured based on the same S&P Global ICP Adjusted EPS growth goal described above.

2020 Long-Term Incentive Plan Awards

2020 Long-Term Incentive Plan Award Goals

In 2020, the Company continued to use an ICP Adjusted EPS growth goal for the 2020-2022 performance period for PSUs, which we believe continues to allow us to evaluate the results achieved by the Company independent of items considered isolated, non-recurring, or unusual because it believes that such metrics better measure the Company’s normal revenue, operating expenses, and operating results for compensation purposes. 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.

The following payout schedule was approved for the 2020 PSU Awards for the 2020-2022 performance period:

The following payout schedule was approved for the 2020 Long-Term Cash Awards for the S&P Dow Jones Indices 2020-2022 performance period:

Any payments under the 2020 PSU and S&P Dow Jones Indices Long-Term Cash Awards will be made during the first quarter of 2023, based on the achievement through the 2020-2022 performance period.

2020 Long-Term Incentive Plan Award Grants

For detailed information concerning each grant made to the NEOs in 2020, see the 2020 Grants of Plan-Based Awards Table beginning on page 94 of this Proxy Statement.

       2021 Proxy Statement       83

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2018 Long-Term Incentive Plan Award Achievement

2018-2020 PSU Achievement

Our 2018 PSU award for the performance period 2018-2020 was based on the achievement of the following ICP Adjusted EPS growth goal during the cycle:

The cumulative compound ICP Adjusted EPS growth during the cycle was 19.6%, after adjusting for an acquisition. The Compensation Committee uses ICP Adjusted EPS growth during the three-year cycle to evaluate the results achieved by the Company independent of items considered isolated, non-recurring, or unusual because we believe that such metrics better measure the Company’s normal recurring revenue, operating expenses, and operating results for compensation purposes. Based on this achievement, the 2018 PSU award was earned at 143% of target.

2021 Long-Term Incentive Award Design and Targets

2021 Long-Term Incentive Plan Award Design

The Compensation Committee approved an EPS growth metric over a three-year performance cycle for the 2021 PSU awards, which it believes provides a good measure of return to our shareholders because it considers capital allocation decisions as well as the importance of continual discipline in operating performance. The Committee also approved an S&P Dow Jones Indices Division ICP Adjusted EBITA growth metric over a three-year performance cycle for the long-term cash portion of Mr. Draper’s 2021 long-term award.

2021 Long-Term Incentive Target Determination

Our Compensation Committee independently evaluates the performance of the CEO and establishes the CEO’s 2021 long-term incentive target so that, together with his base salary and short-term incentive award, his total annual target compensation is market competitive and motivates and rewards him for performance against Company and individual goals. For 2021, the Compensation Committee determined that Mr. Peterson’s long-term incentive target amount should be increased from $9,000,000 to $9,750,000 to maintain competitive market positioning relative to the median compensation levels of the Company’s Proxy Peer Group and competitive market data in light of Mr. Peterson’s demonstrated leadership experience and success achieving strong performance results and key strategic milestones in 2020, despite the challenges of the COVID-19 pandemic.

As discussed beginning on page 66, the long-term incentive amounts for the other NEOs reflect findings from our Proxy Peer Group and annual market surveys for the financial services industry as well as considerations of their individual contributions and the strategic importance of their respective roles to the Company. For 2021, the Compensation Committee approved increases to the target long-term incentive award amounts for Ms. Cheung and Messrs. Berisford and Steenbergen as follows:

Ms. Cheung’s long-term incentive target amount increased from $1,750,000 to $2,500,000 to improve the competitive positioning of her target long-term incentive value relative to the Company’s Proxy Peer Group. This increase rewards Ms. Cheung for her demonstrated leadership and success achieving strong performance results and key strategic milestones in 2020, despite the challenges of the COVID-19 pandemic. The increase also reflects her expanded role and responsibilities in 2021, as Ms. Cheung assumes leadership of our consolidated enterprise ESG strategy, taking on responsibility for cross-divisional ESG assets; oversees integration planning for the merger with IHS Markit, co-leading the Integration Management Office (IMO) with the Chief Financial Officer of IHS Markit prior to the merger closing; and continues to drive growth as division President of S&P Market Intelligence prior to the closing.

84       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

Mr. Berisford’s long-term incentive target amount increased from $1,800,000 to $2,000,000 to improve the competitive positioning of his target long-term incentive value relative to the Company's Proxy Peer Group. This increase rewards Mr. Berisford for his demonstrated leadership and success achieving strong performance results in 2020, despite the challenges of the COVID-19 pandemic.

Mr. Steenbergen’s long-term incentive target amount increased from $2,750,000 to $3,000,000 to improve the competitive positioning of his target long-term incentive value relative to the Company’s Proxy Peer Group. This increase rewards Mr. Steenbergen’s demonstrated leadership and success achieving strong performance results and key strategic initiatives in 2020, despite the challenges of the COVID-19 pandemic, and reflects the critical role Mr. Steenbergen will assume supporting a successful integration with IHS Markit by driving pre-closing integration synergy and financial planning as Chief Financial Officer of S&P Global.

For a list of the 2021 NEO targets under the 2021 Long-Term Incentive Plan, see the chart above on page 82 of this Proxy Statement.

Benefits and Perquisites

Health and Welfare Benefits

The Company provides a healthcare benefit program for all U.S.-based employees, including the NEOs. The employee healthcare contributions are differentiated by salary levels, requiring higher-paid employees to make larger contributions for their healthcare coverage.

We provide no supplemental executive healthcare benefits, other than a Company-paid annual physical examination for the NEOs and certain other senior executives.

Additionally, the NEOs and certain other executives participate in our Management Supplemental Death & Disability Benefits Plan. Pursuant to the executive life insurance policy provided under the Plan, in the event of the executive’s death prior to retirement, the executive’s beneficiary will receive a fully-insured lump sum amount equal to 200% of the executive’s base salary in effect at the time of the executive’s death, up to a maximum benefit of  $2 million.

The Plan also provides a supplemental long-term disability benefit. The long-term disability benefit was amended, effective January 2020, to change the benefit funding from 100% self-insured by the Company to approximately 80% fully-insured through Lincoln Financial (the “Insurer”), with the remaining 20% self-insured by the Company. In connection with the change in funding, some corresponding changes were made to the formula for calculating monthly disability income.

Perquisites

We provide a limited number of perquisites to our NEOs, which we believe are reasonable in amount, market competitive, and consistent with our overall compensation plan. We also believe each perquisite confers a benefit to the Company, by enabling our NEOs to conduct Company business more effectively and place greater focus on the demands of their positions. Special benefits or perquisites for the NEOs are reviewed by the Compensation Committee at least annually, and include:

professional services expense reimbursement (inclusive of financial counseling, tax planning and preparation, and estate planning) for financial advisors to assist executives with their personal financial affairs, thus permitting executives to focus more energy on their business responsibilities;

comprehensive annual physical examination, plus related travel expenses, to encourage proactive health management and help ensure business continuity; and

       2021 Proxy Statement       85

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Company car and driver for our CEO for security purposes and reimbursement for reasonable travel and business-related expenses for NEOs.

In addition to the above perquisites, pursuant to the terms of his offer letter dated March 25, 2020, Dan Draper, Chief Executive Officer of S&P Dow Jones Indices, is entitled to Company reimbursement for certain relocation-related expenses to assist with his relocation from Chicago to the Company’s headquarters in the New York tri-state area. Mr. Draper did not receive Company reimbursement any relocation-related benefits in 2020.

Together, these perquisites involve minimal cost to the Company and constitute a small percentage of our NEOs’ total compensation. We do not provide tax gross-ups in respect of any income recognized by our NEOs as a result of receiving the reimbursements or perquisites described above.

For additional information on our perquisites and other benefits, see the Summary Compensation Table beginning on page 91 of this Proxy Statement, which includes the incremental cost to the Company for providing these benefits.

Retirement and Other Benefits following Termination of Employment

In connection with their retirement or other termination of employment, our NEOs will generally be eligible to receive benefits under our retirement plans and, depending on the circumstances of an executive’s termination, severance benefits.

These post-termination benefits are described beginning on page 102 of this Proxy Statement.

Retirement Benefits

Effective as of April 1, 2012, we froze accruals and participation under both of our defined benefit pension plans under which Mr. Berisford and Ms. Cheung are entitled to benefits: the Employee Retirement Plan of S&P Global Inc. and its Subsidiaries, a pension plan covering some of our U.S. employees, and the S&P Global Inc. Employee Retirement Plan Supplement, a non-qualified pension plan. Our defined contribution plans are provided to all employees, including our senior executives, to allow them to accumulate assets for retirement through a combination of individual savings and Company contributions and to allow participants in these plans the opportunity to direct the investment of these retirement assets.

Other Benefits

Our NEOs may also participate in the charitable S&P Global Matching Gift Program, open to all employees and Directors of the Company, which provides the opportunity to help maximize the impact of eligible charitable giving through a corporate matched contribution, generally on a standard dollar-for-dollar basis, up to a maximum participant donation of  $5,000 (or the currency equivalent) in the aggregate per year. The Company also launched a special charitable campaign during the month of December 2020, during which the maximum corporate match on participant donations was raised to $10,000 in the aggregate. Retirees are also eligible to participate in this program for up to three years after they leave the Company and are no longer active employees or directors.

In addition, our eligible NEOs, as well as all other eligible employees and Directors of the Company, may participate in the S&P Global Political Action Committee (“S&P Global PAC”), which is funded by eligible U.S.-based participants in accordance with applicable federal law. Under the S&P Global PAC program, the Company contributes funds to a charitable organization of the participant’s choosing that match the participant’s contribution to the S&P Global PAC, up to an annual maximum of  $5,000.

86       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

Severance Benefits (Regular and Change-in-Control)

The Compensation Committee believes that maintaining a competitive level of separation benefits is appropriate as part of our overall compensation program and in line with its objective to attract, retain and motivate high-caliber management talent. Our severance arrangements with all of our NEOs are governed by our Senior Executive Severance Plan. This severance program is designed to provide employees with security and reasonable compensation upon an involuntary termination of employment, and to ensure the continued commitment of employees in the event of a potential or actual change-in-control. The Compensation Committee does not take into account the benefits offered under the Senior Executive Severance Plan in setting compensation for our NEOs.

The Senior Executive Severance Plan generally provides for base salary and benefits continuation in the event of a Company-initiated termination (including a “constructive” termination) other than a termination for cause, as defined on page 102 of this Proxy Statement. Discussion of severance payable on certain qualifying terminations (including following a change-in-control of the Company) can be found in the Potential Payments Upon Termination or Change-in-Control section on pages 102 through 106 of this Proxy Statement.

Payments of annual incentives under the Key Executive Short-Term Incentive Compensation Plan and vesting acceleration or modification of long-term cash awards and equity awards granted under our 2002 Stock Incentive Plan and 2019 Stock Incentive Plan on the occurrence of a defined change-in-control are described in the table below. Upon certain qualifying terminations not in connection with a defined change-in-control, an NEO may be entitled to a pro rata portion of their annual cash incentive award and certain outstanding equity awards. For details, see pages 104 through 106 of this Proxy Statement.

Certain payments that would be provided to our NEOs in connection with a change-in-control could be classified as “excess parachute payments” under Section 280G of the Internal Revenue Code, in which case they would

       2021 Proxy Statement       87

COMPENSATION DISCUSSION AND ANALYSIS (continued)

not be deductible as compensation by the Company. In addition, Section 4999 of the Internal Revenue Code imposes an excise tax on executives who receive an excess parachute payment equal to 20% of such amount. The excise tax would not be reimbursed or “grossed up” by the Company. Instead, as discussed starting on page 103 of this Proxy Statement, in certain circumstances, we would “cut back” the amount of certain benefits and payments to ensure tax deductibility by the Company under Section 280G to the extent the executive’s “cut back” amount is greater on an after-tax basis than the full amount.

Stock Ownership Guidelines

We are committed to ensuring that our executive officers have a significant ownership stake in the Company to strengthen the alignment of our executives’ interests with those of our shareholders.

As one means of achieving this objective, the Company has formal stock ownership guidelines in place for senior executives, consisting of our Named Executive Officers and other direct reports to the CEO. These guidelines require covered executives to hold common stock in the Company equal to a multiple of their annual base salary, as follows:

Covered executives are required to retain 100% of their net shares from the payment of PSU and RSU awards and the exercise of stock options until the minimum ownership requirement is met and cannot sell below their minimum ownership requirement, unless the Compensation Committee grants an exception based on the executive’s circumstances. In addition to shares held outright by the executive and their immediate family members, or through estate planning vehicles, unvested RSUs and earned but unsettled PSUs for which the relevant performance period has ended, are counted towards our executives’ minimum ownership requirement.

The Compensation Committee reviews the guidelines annually and most recently updated the guidelines, effective January 1, 2021, to introduce more rigorous minimum ownership requirements for the CEO and CFO and enhance the Company’s alignment with competitive market information regarding executive stock ownership guidelines, following consultation with independent experts at Aon Hewitt engaged by Company management and the Committee’s external consultant, Pay Governance.

As of January 1, 2021, all of the NEOs were compliant with the guidelines and all, except for Mr. Draper who requires additional time to accumulate sufficient shares to satisfy his ownership requirement due to limited time in his current role, held shares in excess of their minimum ownership requirement.

Risk and Control

The Compensation Committee considers risks related to compensation policies and practices and incentive related risks. The Compensation Committee establishes performance metrics that reward our executives for creating shareholder value, and establishes goals and payment schedules for each metric that are designed to provide a balance to motivate the achievement of the established goals without the need for inappropriate or excessive risk-taking.

In 2021, management updated its prior review of the Company’s compensation plans as well as Company compensation policies and practices regarding whether they encourage excessive risk taking and determined that the Company’s compensation plans, programs and policies do not present a material risk of causing behavior that is reasonably likely to have a material adverse effect on the Company. Management reviewed its

88       2021 Proxy Statement       

COMPENSATION DISCUSSION AND ANALYSIS (continued)​

findings with the Compensation Committee and Pay Governance (the Compensation Committee’s independent compensation advisor), who each concurred in these findings and conclusions.

In addition, the Compensation Committee annually assesses plan design, performance metrics and goals for the annual incentive plans within the Company’s divisions to ensure that their designs are appropriately aligned with business and regulatory considerations and do not encourage inappropriate or excessive risk-taking.

Pay Recovery Policies

In 2014, the Compensation Committee strengthened its pay recovery (clawback) policy to provide more structure and impact. The Compensation Committee adopted a revised policy providing that annual cash incentive and long-term incentive award payments (PSUs, RSUs, stock options and long-term incentive cash compensation) could be subject to recovery by the Company if one or more of the following occurs:

For senior management, material recalculation or adjustment of the performance measures.

For all individuals covered by this policy, intentional, willful or grossly negligent act or omission that violates one or more of the Company’s policies that have or will have a material negative impact on the Company’s business, reputation or financial condition.

For all individuals covered by this policy, criminal activity, fraud or other illegal or unlawful activity that has or will have a material negative impact on the business, financial condition or reputation of the Company.

Additionally, a separate Pay Recovery Policy was adopted for S&P Global Ratings (“S&P Policy”). In addition to the recovery items noted above, the S&P Policy has these recovery items:

For all covered individuals, material violations of policy or division or product risk parameters, policies or operating procedures resulting from the gross negligence, intentional wrongdoing or willful misconduct of a covered individual that have or will have a material negative impact on the business, financial condition or reputation of S&P Global Ratings.

For all covered individuals, material failure to adequately supervise the administration and implementation of one or more of S&P Global Ratings’ policies or division or product risk parameters, policies or operating procedures which results from gross negligence, intentional wrongdoing or willful misconduct that has or will have a material negative impact on S&P Global Ratings’ business, financial condition or reputation.

Senior management and covered individuals include both active and former employees for the covered period.

As President of S&P Global Ratings, Mr. Berisford is subject to both policies.

Insider Trading Policy and Prohibition on Hedging and Pledging

Under the Company’s Insider Trading Policy, Directors, executive officers and all other employees subject to the Policy (i.e., employees who influence our products and services and/or have access, or potential access, to material non-public information), as well as any immediate family members of the foregoing and any entities whose investment decisions are made by or shared with any of the foregoing, are prohibited, without exception, from speculative trading in Company securities, including engaging in any “hedging” transactions related to Company stock. The prohibition against speculative trading and “hedging” includes short sales and derivative transactions, such as puts, calls, swaps and collars, and any other arrangements intended to hedge or offset exposure to price fluctuations in Company stock or provide protection against declines in the value of Company stock. Further, no shares of Company stock beneficially owned, either directly or indirectly, by Directors, executive officers or covered employees may be pledged or otherwise used as security for a loan, including by holding such securities in a margin account.

       2021 Proxy Statement       89

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Employment Agreements

None of our NEOs have formal employment agreements with the Company.

Tax and Accounting Considerations

The Compensation Committee also considers the effect of certain accounting rules that apply to the various aspects of the compensation program for our NEOs. The Compensation Committee reviews potential accounting effects in determining whether its compensation actions are in the best interests of the Company and our shareholders.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with Company management the Compensation Discussion and Analysis found on pages 56 through 90 of this Proxy Statement and, based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement.

The foregoing report has been furnished on behalf of the Board of Directors by the members of its Compensation and Leadership Development Committee.

William D. Green (Chair)
Stephanie C. Hill
Monique F. Leroux
Ian P. Livingston
Edward B. Rust, Jr.
Kurt L. Schmoke

90       2021 Proxy Statement       

Executive Compensation Tables​

Executive Compensation Tables

2020 Summary Compensation Table

The following table contains information concerning compensation paid or accrued to the named executive officers for services rendered in all capacities to the Company in 2020, 2019 and 2018: