BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

New Director Nominee

The Board is responsible for selecting all members of the Board and for recommending such members for election by shareholders. Following the candidate evaluation process, the Committee recommends potential Director nominees to the Board for approval and we ask our shareholders to vote on nominees at the Annual Meeting.

~~New Director Nominee~~

~~William J. Amelio~~Ian P. Livingston was identified by Russell Reynolds as a candidate possessing extensive experience and qualifications in executive leadership positions in the technology ~~sector,~~sectors; global perspective and international ~~operations~~experience, as well as financial and ~~executive leadership.~~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, ~~Mr. Amelio~~Lord Livingston was one of several candidates interviewed by the Chairman of the Board, the Chair of the Nominating ~~and Corporate Governance~~ Committee and its other five Committee ~~members.~~members, as well as the Chief Executive Officer. His background and qualifications were reviewed and discussed by the Committee with the full Board, ~~and Mr. Amelio met with the Board and certain members of management, including the CFO and General Counsel,~~ prior to his recommendation for election to the Board. The Committee and the Board believe that ~~Mr. Amelio~~Lord Livingston will contribute valuable insights and perspective on ~~technology,~~finance and accounting, international operations, ~~in strategic markets~~executive leadership, government and ~~executive leadership~~public policy and technology gained through his experience serving in global leadership roles ~~in Asia Pacific~~the finance and ~~the~~ technology ~~sector.~~sectors. The Board unanimously recommend that ~~Mr. Amelio~~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 56 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.~~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 ~~Governance Committee.~~Secretary and management on the program design and the implementation of recommended future enhancements.

26 ~~2019 Proxy Statement~~

~~BOARD OF DIRECTORS AND CORPORATE GOVERNANCE~~ ~~(continued)~~

Throughout their tenure, Directors are encouraged to enroll in educational and training programs, and the Nominating ~~and Corporate Governance~~ 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.~~Company and have deeper access to talent.

~~2019~~2020 Proxy Statement 2733

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Specific Experience, Qualifications, Attributes and Skills of Directors

The Nominating ~~and Corporate Governance~~ 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.

28 ~~2019 Proxy Statement~~

~~BOARD OF DIRECTORS AND CORPORATE GOVERNANCE~~ ~~(continued)~~

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The Nominating ~~and Corporate Governance~~ 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 ~~2019~~2020 Proxy Statement 29

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 3136 through 4248 of this Proxy Statement.

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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 ~~2020~~2022 Annual Meeting. All nominees are currently serving as Directors of the Company and have been previously elected by our shareholders, except for ~~William J. Amelio,~~Lord Ian P. Livingston, who is standing for election by our shareholders for the first time at the ~~2019~~2021 Annual Meeting. ~~Sir Michael Rake,~~Mr. Charles E. Haldeman, Jr., a current ~~Director,~~director and our former Chairman of the Board, is not standing for re-election and will retire from our Board at the ~~2019~~2021 Annual Meeting. Set forth below is information regarding each of the 12 Director nominees and ~~Sir Michael Rake.~~Mr. Haldeman. Please see pages 1 through 7 and page ~~112~~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 ~~2019~~2021 Annual Meeting.

30 ~~2019 Proxy Statement~~

~~BOARD OF DIRECTORS AND CORPORATE GOVERNANCE~~ ~~(continued)~~

				MARCO ALVERÀ, 4345
	Independent Director Since: 2017 Board Committees: ~~Financial Policy~~Finance (Chair) Executive Nominating and Corporate Governance Other Current Listed Company Directorships: Snam, S.p.A.			Career Highlights Mr. Alverà is the Chief Executive Officer of Snam S.p.A., Europe’s leading natural gas utility. He served as Chairman of the board of Snam Rete Gas until November 2017. Prior to joining Snam in 2016, Mr. Alverà held a number of senior management and operational leadership positions at Eni S.p.A., among them, Head of Eni’s commodities trading and shipping business, and Senior EVP of Upstream business. He has participated in the upstream, midstream and downstream aspects of the oil and gas industry. Prior to Eni S.p.A., Mr. Alverà served as Head of Group Strategy at Enel S.p.A., a multinational power company functioning in the gas and electricity sectors, particularly in Europe and Latin America. He also served as Chief Financial Officer of Wind Telecomunicazioni S.p.A. and co-founded Netesi, Italy’s first broadband ADSL company. Mr. Alverà started his career at Goldman Sachs. He previously served on the board of Gazprom Neft, a Russian integrated oil company. Other Professional Experience and Community Involvement Mr. Alverà sits on the board of the Cini Foundation in Venice. He is ~~also~~a co-founder of the Kenta Foundation. Mr. Alverà wrote the book "Generation H" (Mondadori). He was a visiting fellow at Oxford University and is a frequent speaker and lecturer on business, sustainability, and the energy transition.
				Skills and Qualifications We believe Mr. Alverà’s qualifications to sit on our Board of Directors include his commodities and financial services industry expertise, his global perspective gained through leadership positions in European companies doing business around the world, as well as his executive leadership, financeandstrategic planning experience acquired throughout his ~~career in the energy industry.~~career.

36 ~~2019~~2021 Proxy Statement 31

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

				WILLIAM J. AMELIO, 6163
	Independent Director Since: 2019 Board Committees: ~~None~~Audit Finance Other Current Listed Company Directorships: ~~Avnet, Inc.~~None			Career Highlights Mr. Amelio is the Co-CEO and Executive Chairman of DoubleCheck, a privately held financial technology startup. He previously served as Chief Executive Officer of Avnet, Inc., a global leader of electronic components and services, from 2016 through 2020 and ~~has~~had served on Avnet’s board of directors ~~since 2014.~~from 2014 through 2020. Prior to ~~his appointment as CEO of~~joining Avnet, he served as Chief Executive Officer of CHC Group, a global helicopter services provider. ~~Mr. Amelio~~He also served as the President and Chief Executive Officer of Lenovo Group Limited. In addition, his experience includes ~~a number of~~several leadership roles in the global technology sector, including serving as ~~senior vice president~~Senior Vice President and ~~president~~President of Dell in Asia Pacific and Japan, as well as roles at NCR Corporation, Honeywell International and IBM. ~~Mr. Amelio~~He previously served on the board of directors of National Semiconductor. Other Professional Experience and Community Involvement He is a co-founder and Chairman of Caring for Cambodia, a nonprofit organization that works to educate the children of Cambodia through building schools, training teachers and providing for basic human needs. ~~Mr. Amelio~~He holds a Master’s degree in management and is a Sloan Fellow of the Stanford Graduate School of Business. He earned a Bachelor’s degree in chemical engineering from Lehigh University.
				Skills and Qualifications We believe Mr. Amelio’s qualifications to sit on our Board of Directors include his extensive experience in various segments of the technology industry, his global perspective gained through leadership positions in Asia Pacific, as well as his executive leadership and operational experience developed while serving in leadership roles in the technology sector. Mr. Amelio is a financial expert as defined in the rules of the SEC and NYSE.

~~2019~~2021 Proxy Statement 37

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

				WILLIAM D. GREEN, 6567
	Independent Director Since: 2011 Board Committees: Compensation and Leadership Development (Chair) Executive Nominating and Corporate Governance Other Current Listed Company Directorships: Dell Technologies, Inc. GTY ~~Govtech~~Technology Holdings, Inc. Inovalon Holdings, ~~Inc.~~ ~~Pivotal Software,~~ Inc.			Career Highlights Mr. Green is the former CEO and Chairman of Accenture, a global management consulting and technology services company. He served as Accenture’s Chief Executive Officer from September 2004 through December 2010 and assumed the additional role of Chairman from 2006-2013. ~~Mr. Green~~He was a Director of Accenture from 2001 through January 2013. Prior to serving as Chief Executive Officer, ~~Mr. Green~~he was Accenture’s Chief Operating Officer-Client Services with overall management responsibility for the company’s operating groups and in addition, he served as Group Chief Executive of the Communications and High Tech operating group from 1999 to 2003. He was also Group Chief Executive of the Resources operating group for two years. Earlier in his career, ~~Mr. Green~~he led the Manufacturing industry group and was Managing Director for Accenture’s business in the United States. He joined Accenture in 1977 and became a partner in 1986. ~~Mr. Green~~He served as a Director of EMC Corporation from July 2013 to August 2016 and as EMC’s independent Lead Director from February 2015 to August 2016. Other Professional Experience and Community Involvement In addition, Mr. Green serves on the boards of several other private companies and is on the National Board of Year Up. ~~Mr. Green~~He is deeply involved in several organizations and business groups supporting education in the United States and around the world. He is also a frequent speaker at business, technology and academic forums worldwide.
				Skills and Qualifications We believe Mr. Green’s qualifications to sit on our Board of Directors and Chair our Compensation ~~and Leadership Development~~ Committee include his extensive executive leadership experience gained as the chief executive of a global professional services company providing a range of strategy, consulting, digital, technology and operations services and solutions and his deep understanding of the information technology industry, ~~and~~ human capital ~~management.~~management and corporate governance.

38 ~~2019~~2021 Proxy Statement 33

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

				CHARLES E. HALDEMAN, JR., 7072
	Independent Director Since: 2012 Board Committees: Executive ~~(Chair)~~ ~~Financial Policy~~Finance Nominating and Corporate Governance Other Current Listed Company Directorships: JBG Smith Properties			Career Highlights Mr. Haldeman, Jr. ~~has been~~served as the Non-Executive Chairman of the Company ~~since~~from April ~~2015.~~2015 to September 2020, stepping down six months prior to his retirement in accordance with the Board’s refreshment policies under its Corporate Governance Guidelines to facilitate a smooth and orderly transition of Board leadership. He has served as Trustee of JBG Smith, the largest publicly traded real estate company focused on the Washington, D.C. market since July 2017. He was also the Non-Executive Chairman of KCG Holdings, Inc., an independent securities firm focused on market making and electronic trading, from November 2013 until the company’s acquisition by Virtu Financial in July 2017. He served on the board of DST Systems, Inc., a provider of processing and servicing solutions to the financial services and healthcare industries, from November 2014 until the company’s acquisition by SS&C Technologies Holdings, Inc. in April 2018. He is the former CEO of Freddie Mac, the publicly traded mortgage company. He joined Freddie Mac in 2009 and stepped down as Chief Executive in 2012. Before joining Freddie Mac, he was Chairman of Putnam Investment Management, LLC and served as President and CEO of Putnam Investments from 2003 through 2008. Prior to his tenure at Putnam, he was Chairman and CEO of Delaware Investments and earlier served as President and Chief Operating Officer of United Asset Management Corporation. He holds a Chartered Financial Analyst® (CFA®) designation. Other Professional Experience and Community Involvement Mr. Haldeman was Chairman of the Board of Trustees of Dartmouth College from 2007 through 2010, and served as a Trustee from 2004 through 2012.
				Skills and Qualifications We believe Mr. Haldeman’s qualifications to ~~Chair~~sit on our Board of Directors include his executive leadership experience gained through years of serving as a chief executive in the financial services industry, his corporate governance experience from prior board service, his financial expertise and background in investments and the capital markets industry, which provide our Board with insight into important areas in which the Company conducts business.
				Mr. Haldeman is not standing for re-election and will retire from our Board at the 2021 Annual Meeting.

~~2019~~2021 Proxy Statement 39

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

				STEPHANIE C. HILL, 5457
	Independent Director Since: 2017 Board Committees: Audit Compensation and Leadership Development Other Current Listed Company Directorships: None			Career Highlights Ms. Hill is ~~the Deputy~~ Executive Vice President of Rotary &and Mission Systems of Lockheed Martin. Since joining Lockheed Martin in 1987 as a software engineer, Ms. Hill has held positions of increasing responsibility including: Senior Vice President, Enterprise Business Transformation; Deputy Executive Vice President of RMS; Senior Vice President, Corporate Strategy and Business Development; Vice President & General Manager of Cyber, Ships & Advanced Technologies; Vice President & General Manager of Information Systems & Global Solutions Civil business; Vice President of Corporate Internal Audit; and Vice President & General Manager of the Electronic Systems Mission Systems & Sensors business. Other Professional Experience and Community Involvement Ms. Hill ~~sits on the Board of Directors for Project Lead the Way, the nation’s leading provider of K-12 Science, Technology, Engineering and Mathematics (STEM) programs, and also~~ serves on the Board of Visitors for the University of Maryland, Baltimore County. Ms. Hill has been recognized for her career achievements and community outreach, especially in the advancement of STEM education. In 2018, Black Enterprise named Ms. Hill as one of the “most powerful executives in corporate America.” She was recognized as one of Computerworld’s 2015 Premier 100 IT Leaders and one of Maryland’s 19th Annual International Leadership Awardees by the World Trade Center Institute. In 2014, Ms. Hill was named the U.S. Black Engineer of the Year by Career Communications Group and included on EBONY Magazine’s Power 100 list, recognizing the achievements of African-Americans in a variety of fields. She previously served on the Board of Directors for Project Lead the way, the nation’s leading provider of K-12 Science, Technology, Engineering and Mathematics (STEM) programs. Ms. Hill graduated with high honors from the University of Maryland, Baltimore County with a Bachelor of Science degree in Computer Science and Economics; the university also recognized her with an honorary doctorate in 2017.
				Skills and Qualifications We believe Ms. Hill’s qualifications to sit on our Board of Directors include her exceptional technology expertise, heraudit and risk management experience as well as her depth of operational experiencegained managing sizable and sensitive government projects of critical importance. Ms. Hill is a financial expert as defined in the rules of the SEC and NYSE.

40 ~~2019~~2021 Proxy Statement 35

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

				REBECCA JACOBY, 5759
	Independent Director Since: 2014 Board Committees: ~~Financial Policy~~Finance Nominating and Corporate Governance Other Current Listed Company Directorships: ~~None~~Quantum Corp.			Career Highlights Ms. Jacoby was Senior Vice President, Operations of Cisco Systems, Inc., a worldwide leader in IT networking, until her retirement in January 2018. She was promoted to the role in July 2015 and was responsible for driving profitable growth and enabling operational excellence. ~~Ms. Jacoby~~She oversaw the supply chain, global business services, security and trust, and IT organizations. In her former role as Cisco’s CIO from 2006 to 2015, she made the Cisco IT organization a strategic business partner, producing significant business value for Cisco in the form of financial performance, customer satisfaction and loyalty, market share, and productivity. Since joining Cisco in 1995, ~~Ms. Jacoby~~she held a variety of leadership roles in operations, manufacturing and IT. Prior to joining Cisco, ~~Ms. Jacoby~~she held a range of planning and operations positions with other companies in Silicon Valley. Her extensive understanding of business operations, infrastructure and application deployments, as well as her knowledge of products, software and services helped her advance Cisco’s business through the use of Cisco technology. Since 2019, she serves on the board of Quantum Corporation, which provides technology and services to help customers capture, create and share digital content, as well as the Advisory Board of Cloudleaf, Inc., a provider of IoT tracking solutions creating continuous visibility into the location, condition and context of material goods and assets. Ms. Jacoby formerly served on the Board of Apptio, Inc., which provides cloud-based technology business management solutions to enterprises, from 2018 until its acquisition by Vista Equity Partners in January of 2019. Other Professional Experience and Community Involvement ~~Ms. Jacoby serves~~She spent six years on the ~~Board~~board of the Second Harvest Food Bank of Santa Clara and San Mateo Counties and is a founding member of the Technology Business Management Council. Known for her strong track record of operational excellence, innovative problem solving and talent development, ~~Ms. Jacoby~~she was inducted into the CIO Hall of Fame by CIO magazine and was recognized by Forbes as a “Superstar CIO” in 2012.
				Skills and Qualifications We believe Ms. Jacoby’s qualifications to sit on our Board of Directors include her technology expertise, including an understanding of infrastructure and application deployments, products, software and services, as well as her experience leading innovative teams and extensive operational experience.

~~2019~~2021 Proxy Statement 41

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

				MONIQUE F. LEROUX, 6466
	Independent Director Since:2016 Board Committees: Audit Compensation and Leadership Development Other Current Listed Company Directorships: Alimentation Couche-Tard Inc. BCE Inc. Compagnie Générale des Etablissements Michelin			Career Highlights Ms. Leroux is the former Chair of the board ~~of lnvestissement Québec. From 2008 to 2016, she was the Chair of the Board, President~~ and Chief Executive Officer of Desjardins Group, the leading cooperative financial group in Canada. ~~Member~~From 2016 through 2020, she was Chair of the board of lnvestissement Québec. Ms. Leroux is a former member of the board of the International Cooperative Alliance (ICA) ~~since 2013, she~~and was ~~elected~~appointed to serve as its President from 2015 to 2017. ~~Prior to joining Desjadins,~~ Ms. Leroux was previously a partner at Ernst & Young. She currently serves on the audit committees of Alimentation Couche-Tard Inc., BCE Inc., and Compagnie Générale des Etablissements Michelin. Ms. Leroux also holds leadership positions as Chair of the newly formed ESG Committee of the Michelin Board, since December 2020, and Chair of the Corporate Governance Committee of the BCE Board, since January 2021, with a mandate including ESG matters. She also serves as an independent member of the board of Lallemand Inc., a privately owned company, as a Strategic Advisor to Fiera Capital, and as Vice Chairman of Fiera Holdings Inc. Other Professional Experience and Community Involvement Companion of the Canadian Business Hall of Fame and the Investment Industry Hall of Fame, Ms. Leroux is a Member of the Order of Canada, and an Officer of the Ordre National du Qué~~bec and~~bec. She is a Chevalier of the Légion d’Honneur (France) and a recipient of the Woodrow Wilson Award (United States). She iswas a member of the Canada-United States Council for Advancement of Women Entrepreneurs and Business Leaders and was co-chair of the B7 Summit in Canada in 2018. Ms. Leroux previously chaired the Québec government’s Advisory Council on the Economy and Innovation. She has been awarded fellowships by the Ordre des Comptables Professionnels Agréés du Québec and the Institute of Corporate Directors and holds honorary doctorates and awards from eight Canadian universities. She also serves as Vice Chairman of the Montreal Symphony Orchestra. In 2020, Ms. Leroux was appointed Chair of the Industry Strategy Council of Canada in the context of the COVID-19 pandemic.
				Skills and Qualifications We believe Ms. Leroux’s qualifications to sit on our Board of Directors include her executive leadership experience in the financial services industry, particularly global perspective and international expertise and, together with her extensive financial and accounting expertise, experience managing complex organizations and her corporate governance experience from prior board service. Ms. Leroux is a financial expert as defined in the rules of the SEC and the NYSE.

42 2021 Proxy Statement

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

				IAN P. LIVINGSTON, 56
	Independent Director Since:2020 Board Committees: Audit Compensation and Leadership Development Other Current Listed Company Directorships: Dixons Carphone plc			Career Highlights Ian P. Livingston, the Lord Livingston of Parkhead, is Chairman of Dixons Carphone plc, one of Europe's largest retailers of consumer electronics that employs over 30,000 people and is a market leader in eight countries. He is also a member of the UK House of Lords and sits on its Economic Affairs Committee. He was previously Chairman of the FTSE 250 and fund manager of Man Group plc from 2016 to 2019. He was Minister of State for Trade and Investment from 2013 to 2015, responsible for promoting UK’s exports and inward foreign investment and trade policy. Lord Livingston was Chief Executive Officer of BT Group plc from 2008 to 2013, where he launched a major investment program that delivered superfast broadband to 95% of the UK, launched BT Sport and delivered substantial improvements in profitability and share price. Prior to that, he was CEO of BT’s consumer and business division and Group CFO of BT. He had also previously held the position of Group Financial Director of Dixons Group plc between 1996 and 2002, becoming the youngest Financial Director in the FTSE 100. He has also been a Non- Executive Director of Celtic Football club and the luxury hotel group, Belmond Ltd and Hilton Group plc. Other Professional Experience and Community Involvement Lord Livingston Chairs a Taskforce for the UK Government on ensuring the security and diversity of the UK telecoms infrastructure. He is also involved in a number of charities particularly in the fields of education and social care. He was a Trustee on the Board of Jewish Care, one of the UK’s largest social care charities, from 2015 to 2020.
				Skills and Qualifications We believe Lord Livingston's qualifications to sit on our Board of Directors include his executive leadership experience in the technology industry, global perspective and international expertise and, together with his extensive financial and accounting expertise, operational experience managing complex organizations and government, public policy and regulatory experience. Lord Livingston is a financial expert as defined in the rules of the SEC and the NYSE.

~~2019~~2021 Proxy Statement 3743

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

				MARIA R. MORRIS, 5658
	Independent Director Since: 2016 Board Committees: Audit (Chair) Executive ~~Financial Policy~~Finance Other Current Listed Company Directorships:Wells Fargo & Company			Career Highlights Ms. Morris served on MetLife’s Executive Group for almost a decade (retired September 2017), holding numerous senior leadership positions throughout her 33-year career. From 2011 through her retirement, ~~Ms. Morris~~she was Executive Vice President, MetLife, Inc. and led the ~~Company’s~~company’s Global Employee Benefits (GEB) business. In her role leading MetLife’s GEB business since 2012, ~~Ms. Morris~~she was responsible for expanding MetLife’s employee benefits business in more than 40 countries, broadening relationships and fueling growth across the globe via local solutions and partnerships with multinational corporations, as well as through distribution relationships with financial institutions. She also served as the interim Head of MetLife’s U.S. Business from January 2016 to June 2017, where she was responsible for approximately 60% of MetLife’s operating earnings, post separation of its retail business. She served as MetLife’s Interim Chief Marketing Officer in 2014, where she continued to strengthen MetLife’s brand across the globe. From 2008 to 2011, ~~Ms. Morris~~she led Global Technology and Operations, where she managed a $1.6 billion IT portfolio and a $2.5 billion procurement and real estate budget. She also oversaw the integration of MetLife’s $16.4 billion acquisition of American Life Insurance Company (Alico). Other Professional Experience and Community Involvement In addition to her executive roles, Ms. Morris ~~has served~~serves on the ~~boards~~Board of ~~MetLife Property and Casualty Insurance~~Wells Fargo & Company where she chairs the ~~MetLife Foundation and~~Risk Committee. She is also a Board member of Resolution Life where she chairs the ~~American Council of Life Insurers. Ms. Morris~~Compensation Committee. Maria is ~~presently~~ the National Board Chair of ~~the~~ All Stars Project, ~~Inc.~~Inc and a Board ~~trustee~~Trustee and Development Committee Chair of Catholic Charities of New York.
				Skills and Qualifications We believe Ms. Morris’s qualifications to sit on our Board of Directors and Chair our Audit Committee include her executive leadership experience in the financial services industry, her technology expertise, her risk management experience and global perspective gained by growing a multinational insurance company across more than 40 countries. Ms. Morris is a financial expert as defined in the rules of the SEC and the NYSE.

3844 ~~2019~~2021 Proxy Statement

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

				DOUGLAS L. PETERSON, 6062
	President and Chief Executive Officer Director Since:2013 Board Committees: Executive Other Current Listed Company Directorships: None			Career Highlights Mr. Peterson was elected President and Chief Executive Officer of S&P Global, effective November 2013, and he joined the Company in September 2011 as President of Standard & Poor’s Ratings Services. Mr. Peterson has repositioned S&P Global to power the global capital and commodity markets of the future with transparent, innovative and independent credit ratings, benchmarks, analytics and data. Previously, Mr. Peterson was the Chief Operating Officer of Citibank, N.A., Citigroup’s principal banking entity that operates in more than 100 countries. Mr. Peterson was with Citigroup for 26 years, ~~during which time he led diversified businesses~~including holding leadership roles in ~~investment~~Japan and corporate banking, brokerage, asset management, private equity and retail banking. His prior roles include CEO of Citigroup Japan, Chief Auditor of Citigroup, and Country Manager for Costa Rica and Uruguay.Latin America. Other Professional Experience and Community Involvement Mr. Peterson is a ~~Steward~~member of the Boards of Directors of the Business Roundtable, the Japan Society, the National Bureau of Economic Research, and is a member of the Council on Foreign Relations and the New York Stock Exchange Board Advisory Council. He chairs the U.S.-Japan Business Council and is co-chair of the World Economic Forum’s (WEF) Stewardship Board of the Platform for Shaping the Future of ~~Long-Term Investing,~~Cities, Infrastructure and ~~Development System Initiative and a member of WEF’s Financial Services Governors Community. He~~Urban Services. In addition, he serves on the Advisory Boards of the Federal Deposit Insurance Corporation’s Systemic Resolution Advisory Committee, the US-China Business Council, the ~~Partnership for New York City, the~~ Kravis Leadership Institute, and the Boards of Trustees of Claremont McKenna College and the Paul Taylor Dance Company. ~~He also co-chairs the Bi-Partisan Policy Center’s Executive Council on Infrastructure, chairs the Business Roundtable’s Smart Regulation Committee, and serves on the board of the Japan Society.~~ Mr. Peterson received an MBA from the Wharton School at the University of Pennsylvania and an undergraduate degree ~~in mathematics and history~~ from Claremont McKenna College.
				Skills and Qualifications As the only member of the Company’s management team on the Board, Mr. Peterson’s presence on the Board provides Directors with direct access to the Company’s chief executive officer and helps facilitate Director contact with other members of the Company’s senior management. In addition, Mr. Peterson brings extensive international expertise having led businesses in the financial services industry.

~~2019~~2021 Proxy Statement 3945

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

				EDWARD B. RUST, JR., 6870
	Independent Director Since:2001 Board Committees: Nominating and Corporate Governance (Chair) Compensation and Leadership Development Executive Other Current Listed Company Directorships: Caterpillar Inc. Helmerich & Payne Inc.			Career Highlights Mr. Rust is Chairman Emeritus of State Farm Mutual Automobile Insurance Company, the largest insurer of automobiles and homes in the United States. He was CEO of State Farm Mutual Automobile Insurance Company from 1985 to September 2015. He was a Director of the following State Farm affiliates from 2001 to 2014: State Farm Associates Funds Trust; State Farm Mutual Fund Trust; and State Farm Variable Product Trust. Other Professional Experience and Community Involvement Mr. Rust is a Trustee of The Conference Board and Illinois Wesleyan University. Additionally, he was formerly Chairman of the U.S. Chamber of Commerce, the American Enterprise Institute, the National Alliance of Business, the Insurance Institute for Highway Safety, the Business-Higher Education Forum and the Business Roundtable’s Education Initiative. ~~Mr. Rust~~He was a member of Business Roundtable, where he served as Co-Chair for more than seven years, and the Financial Services Roundtable, where he served as Chairman. He was also a member of President George W. Bush’s Transition Advisory Team Committee on Education, served on the National (Glenn) Commission on Mathematics and Science Teaching for the 21st Century and on the No Child Left Behind Commission.
				Skills and Qualifications We believe Mr. Rust’s qualifications to sit on our Board of Directors and Chair our Nominating ~~and Corporate Governance~~ Committee include his extensive executive leadership experience gained as the chief executive of a large mutual company in the financial services industry and his broad corporate governance experience from prior board service.

4046 ~~2019~~2021 Proxy Statement

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

				KURT L. SCHMOKE, 6971
	Independent Director Since:2003 Board Committees: Compensation and Leadership Development Nominating and Corporate Governance Other Current Listed Company Directorships: ~~Legg Mason, Inc.~~None			Career Highlights Mr. Schmoke was appointed President of the University of Baltimore in July 2014, after serving at Howard University for almost 12 years. During his tenure at Howard University, ~~Mr. Schmoke~~he served in several roles: Dean of Howard Law School (2003-2012); General Counsel (2012-2014); and Interim Provost (2013-2014). Prior to joining Howard, he was a partner at the Washington, D.C.-based law firm of Wilmer Cutler & Pickering from 2000 through 2002. ~~Mr. Schmoke~~He served three terms as the Mayor of Baltimore from 1987 until 1999. ~~Mr. Schmoke~~He served as the State’s Attorney for Baltimore City from 1982 until 1987. Mr. Schmoke served as a Director of Legg Mason, Inc. from January 2002 until July 2019. Other Professional Experience and Community Involvement Mr. Schmoke is ~~Chair of the Board of Trustees~~a Trustee of Howard Hughes Medical Institute, a private philanthropic ~~group,~~group; and Chair of the Board of Trustees of the Baltimore City Community College. He is also a member of the Council on Foreign Relations. ~~Mr. Schmoke~~He was named to President Jimmy Carter’s domestic policy staff in 1977. He was a Director of the Baltimore Life Companies and a Trustee of the Yale Corporation.
				Skills and Qualifications We believe Mr. Schmoke’s qualifications to sit on our Board of Directors include his leadership experience in managing large and complex educational institutions, which provides the Board with a diverse approach to management, as well as his public policy expertise acquired through his government service as an elected official.

~~2019~~2021 Proxy Statement 4147

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

				RICHARD E. THORNBURGH, 6668
	Independent Director Since:2011 Board Committees: ~~Audit~~Executive (Chair) ~~Executive~~Finance ~~Financial Policy (Chair)~~Nominating and Corporate Governance Other Current Listed Company Directorships:~~CapStar Financial Holdings~~ ~~Inc.~~Repay Holdings Corporation			Career Highlights Mr. Thornburgh ishas been the ~~former~~Company’s Non-Executive Chairman since October 2020. He was previously the Non-Executive Director and Chairman of Credit Suisse Holdings (USA), Inc. He is also the former Vice Chairman of the Board of Credit Suisse Group A.G. and chaired its Risk Committee. ~~Mr. Thornburgh~~He held key positions throughout his career with Credit Suisse First Boston (CSFB), the investment banking arm of Credit Suisse Group A.G., including Executive Vice Chairman of CSFB from 2004 through 2005. He has also held key positions with Credit Suisse Group A.G., including Chief Financial Officer, Chief Risk Officer and member of the Executive Board of Credit Suisse Group A.G. Mr. Thornburgh is a Director of Repay Holdings Corporation, and serves on its Nominating Committee and its Technology Committee. Mr. Thornburgh served on the Board of Capstar Financial Holdings, Inc. from 2008 through 2019. He was the Lead Director of NewStar Financial, Inc. until its sale in December 2017. ~~Mr. Thornburgh~~He serves as the Chairman of the Board of Jackson Hewitt, a privately held company. He was previously Vice Chairman of Corsair Capital LLC, a private equity firm focused on investing in the global financial services industry, and continues to serve as a member of Corsair’s Private Equity Funds’ Investment Committee. He was previously a Director of Reynolds American Inc., National City Corporation and Dollar General Corporation. Other Professional Experience and Community Involvement Mr. Thornburgh served on the executive committee for six years and as Chairman of the Securities Industry Association in 2004. In addition, he serves on the University of Cincinnati Investment Committee.
				Skills and Qualifications We believe Mr. Thornburgh’s qualifications to sit on and Chair our Board of Directors and Chair our ~~Financial Policy~~Finance Committee include his financial expertise, his extensive experience in the global financial services industry and his familiarity with strategic transactions acquired through executive-level positions in investment banking and private equity. Mr. Thornburgh is a financial expert as defined in the rules of the SEC and the NYSE.

4248 ~~2019~~2021 Proxy Statement

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE ~~(continued)~~

Committees of the Board of Directors

The Company has standing Nominating and Corporate Governance, Audit, and Compensation ~~and Leadership Development~~ 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 ~~and Corporate Governance~~ Committee on a regular basis. In addition to these three standing Committees, the Board has an Executive Committee and a ~~Financial Policy~~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 ~~and Corporate Governance~~ Committee’s primary responsibilities include, among other matters:

•

Recommending to the Board the general ~~selection~~ 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. In addition to qualities of intellect, integrity and judgment, this assessment takes into consideration diversity, background, senior management experience and an understanding of some combination of marketing, finance, technology, international business matters, government regulation, public policy and the global capital and commodity markets. 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.

•

~~All nominees for Director included on~~The Committee reviews and oversees management of the Company’s ~~proxy card are currently serving as Directors of the Company.~~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 ~~2018,~~2020, the Committee also engaged ~~the services of Pay Governance LLC~~Russell Reynolds Associates, a director and executive search firm, to ~~conduct a review of director compensation~~assist in identifying and ~~determined to make market competitive changes~~screening potential Director candidates, leading to the ~~2019~~appointment of Lord Ian P. Livingston as a new Director ~~compensation program described on pages~~ ~~105~~ ~~and~~ ~~106~~ ~~of this Proxy Statement. In 2018, the~~in 2020.

~~2019~~2021 Proxy Statement 4349

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Committee also engaged Russell Reynolds Associates as a third-party director search firm to assist the Committee in identifying and screening potential Director candidates as part of the Committee’s Director succession planning described on pages 23 ~~through~~ 27 ~~of this Proxy Statement.~~

Audit Committee

Members

Maria R. Morris (Chair), William J. Amelio, Stephanie C. Hill, Monique F. Leroux, ~~Sir Michael Rake, Richard E. Thornburgh~~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.~~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 ~~compliance with legal~~internal accounting controls, disclosure controls and ~~regulatory requirements;~~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 ~~and external auditors;~~policies; and

•

~~The key~~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~~Procedures

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

•

The Audit Committee Report, starting on page ~~111~~116 of this Proxy Statement, summarizes certain important actions of the Committee taken during the Company’s ~~2018~~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 ~~NYSE.~~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 3136 through 4248 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 ~~and Leadership Development~~ 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 ~~Company’s~~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;

44 ~~2019 Proxy Statement~~

~~BOARD OF DIRECTORS AND CORPORATE GOVERNANCE~~ ~~(continued)~~

•

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; ~~and~~

•

Reviewing the succession and development plans for executives and other key talent below the direct reports to the Chief Executive ~~Officer.~~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~~(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 ~~2018~~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 ~~and Corporate Governance~~ 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 5865 through 6169 of this Proxy Statement.

~~2019~~2021 Proxy Statement 4551

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Executive Committee

Members

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

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.

~~Financial Policy~~Finance Committee

Members

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

Role and Responsibilities

The ~~Financial Policy~~Finance Committee oversees the Company’s financial risks, with particular emphasis on the Company’s ~~financial position, its~~ capital allocation philosophy, ~~its dividend policy, its share repurchase policy~~treasury matters, major expenditures, key strategic decisions, and ~~its capital expenditure program.~~financial risk management. The ~~Financial Policy~~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~~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;~~

•

~~Reviewing management’s proposals~~funds and ~~recommendations to~~ the ~~Board, including those relating to share repurchases, mergers~~adequacy of the Company’s insurance and ~~acquisitions, divestitures, and major capital expenditures; and~~

•

~~Reviewing management’s proposals with regard to the payment (or non-payment) of dividends and approving or making a recommendation to the Board on such matters.~~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.~~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.

4652 ~~2019~~2021 Proxy Statement

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (continued)

Membership and Meetings of the Board and Its Committees

In ~~2018,~~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 ~~(excluding William J. Amelio, who became a Director in 2019)~~ and the number of meetings of the full Board and each Committee held during ~~2018~~2020 are shown in the table below. ~~Sir Michael Rake will retire from the Board and will not stand for re-election at the 2019 Annual Meeting.~~ The Board held ~~seven~~thirteen meetings in ~~2018.~~2020. Committee appointments for the next term ~~including those for Mr. Amelio,~~ will be determined at the next annual organizational meeting of the Board.

Audit Compensation
and Leadership
Development Executive Financial
Policy Nominating and
Corporate
Governance

Marco Alverà

William D. Green
Chair

Charles E. Haldeman, Jr.★
Chair

Stephanie C. Hill

Rebecca Jacoby

Monique F. Leroux

Maria R. Morris
Chair

Douglas L. Peterson

Sir Michael Rake

Edward B. Rust, Jr.

Chair

Kurt L. Schmoke

Richard E. Thornburgh

Chair

Number of 2018 Meetings 10 8 0 6 7

~~★ = Chairperson of the Board Chair = Committee Chair = Member~~

Audit

Compensation
and Leadership
Development

Executive

Finance

Nominating and
Corporate
Governance

Marco Alverà

Chair

William J. Amelio

William D. Green

Chair

Charles E. Haldeman, Jr.

Stephanie C. Hill

Rebecca Jacoby

Monique F. Leroux

Ian P. Livingston

Maria R. Morris

Chair

Douglas L. Peterson

Edward B. Rust, Jr.

Chair

Kurt L. Schmoke

Richard E. Thornburgh★

Chair

Number of 2020 Meetings

In ~~2018,~~2020, the independent Directors met in executive sessions at least ~~seven~~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 ~~and Leadership Development~~ 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 ~~and Leadership Development~~ 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, ~~2018~~2020 to May 15, ~~2019~~2021 for a premium of approximately $2.3 million. This insurance is provided by a consortium of carriers that includes: ~~Illinois~~ National Union Fire Insurance ~~Company;~~Company of Pittsburgh; Berkshire Hathaway Specialty

~~2019 Proxy Statement~~ 47

~~BOARD OF DIRECTORS AND CORPORATE GOVERNANCE~~ ~~(continued)~~

Insurance; Great American ~~Insurance Co.; Freedom Specialty~~ Insurance Co.; Travelers Casualty & Surety Company of America; ~~Sompo International~~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 ~~AXIS~~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: ~~Starr Indemnity & Liability;~~National Union Fire Insurance Company of Pittsburgh; RLI Insurance Company; Berkshire Hathaway Specialty Insurance; Continental Casualty Company; Berkeley Insurance Company; XL Specialty Insurance; ~~Illinois National~~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, ~~2018~~2020 to May 15, ~~2019~~2021 for a premium of approximately $270,000. This insurance is provided by a consortium of carriers that includes: ~~Illinois~~ National Union Fire Insurance ~~Company;~~Company of Pittsburgh; Hartford Accident & Indemnity; ~~and~~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, ~~2018,~~2020, or any such material transactions proposed to be entered into during ~~2019.~~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 ~~2018,~~2020, he received cash compensation of approximately ~~$1,082,000~~$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 ~~2018,~~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 ~~and Corporate Governance~~ Committee as described below. During ~~2018,~~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 ~~2018~~2020 were approximately ~~$118.6~~$108.6 million and ~~$46~~$56.0 million, respectively. ~~In 2018, the Company refunded BlackRock, Inc. an amount of approximately $101,000 relating amounts previously paid by BlackRock Inc. for index services and data subscriptions.~~

The Company’s Nominating ~~and Corporate Governance~~ 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 ~~and Corporate Governance~~ 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

48 ~~2019 Proxy Statement~~

~~BOARD OF DIRECTORS AND CORPORATE GOVERNANCE~~ ~~(continued)~~

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.

~~2019~~2021 Proxy Statement 4955

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 ~~2018,~~2020, as well as certain key compensation decisions that have been approved for our named executive officers for ~~2019.~~2021.


				I. EXECUTIVE SUMMARY AND ~~2018~~2020 FINANCIAL PERFORMANCE
				~~2018~~2020 Named Executive Officers			~~51~~57
				Compensation Philosophy			~~51~~57
				Financial Performance Highlights			~~51~~57
				Pay-for-Performance Overview			~~53~~60
				Say-on-Pay			~~53~~61
				Decisions for ~~2019~~2021			~~54~~61
				Overview of Key Best Practices			~~55~~62
				II. COMPENSATION FRAMEWORK
				Compensation Objectives			~~56~~63
				Pay Mix			~~56~~63
				Overview of Pay Elements			~~57~~64
				III. ASSESSING PERFORMANCE AND DETERMINING COMPENSATION
				Roles and Responsibilities			~~58~~65
				Setting Compensation			~~59~~66
				History of Executive Compensation Program Changes			~~62~~69
				IV. CEO AND NEO COMPENSATION
				~~2018~~2020 Financial Performance and NEO Compensation Decisions			~~63~~70
				Base Salaries			~~69~~76
				Short-Term Annual Incentive Plan			~~69~~76
				Long-Term Incentive Plan			~~75~~82
				Benefits and Perquisites			~~78~~85
				V. RISK MANAGEMENT AND GOVERNANCE FEATURES
				Severance ~~Plans~~Benefits (Regular and ~~Change in Control)~~Change-in-Control)			~~80~~87
				Stock Ownership Guidelines			~~81~~88
				Risk and Control			~~81~~88
				Pay Recovery Policies			~~82~~89
				Insider Trading Policy			~~83~~89
				Employment Agreements			~~83~~90
				Tax and Accounting Considerations			~~83~~90
				Compensation Committee Report			~~84~~90

Our CD&A, found on pages 5056 through 8490 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.

5056 ~~2019~~2021 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS (continued)

~~2018~~2020 Named Executive Officers

The named executive officers (“NEOs”) of the Company for ~~2018~~2020 are as follows:

	Executive			Position

	Douglas L. Peterson			President and Chief Executive Officer (“CEO”)
	Ewout L. Steenbergen			EVP, Chief Financial Officer (“CFO”)
	John L. Berisford			President, S&P Global Ratings
	~~Michael A. Chinn~~ ~~(1)~~ Martina L. Cheung			President, ~~S&P Global~~ Market Intelligence ~~and EVP, Data and Technology Innovation, S&P Global~~
	~~Alexander J. Matturri~~ Daniel E. Draper (1)			Chief Executive Officer, S&P Dow Jones Indices

(1)

Mr. ~~Chinn voluntarily resigned from his position, effective January 2, 2019, and will remain with~~Draper joined the Company ~~through March 2019.~~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 our executives for creating shareholder value by linking a significant portion of pay to one or more performance metrics tied to value creation. We implement our compensation practices within the framework of pay-for-performance and in a manner that we believe helps us attract the highest-quality talent to our executive ranks and retain these individuals by rewarding excellence in leadership and success in the implementation of our business strategy ~~while driving~~by linking a significant portion of executive pay to one or more performance metrics tied to shareholder ~~value.~~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

Total Shareholder Return

In ~~2018,~~2020, S&P Global’s total shareholder return was approximately 1%21%, which exceeded the ~~4% decline~~16% increase in the return of the overall market ~~and was less than~~but fell short of the ~~13%~~29% return of our Form 10-K peer group. As indicated in the performance graph to the right, our cumulative total shareholder return during the previous five years is ~~11%~~12% higher than our Form 10-K peer group and ~~54%~~91% higher than the performance indicator of the overall market (i.e., S&P 500).

The Form 10-K peer group included in this graph consists of the following companies: ~~Thomson Reuters Corporation,~~ Moody’s Corporation, CME Group Inc., MSCI Inc., FactSet Research Systems Inc. ~~and~~, IHS Markit Ltd., Verisk Analytics, Inc., and Intercontinental Exchange, Inc.

[MISSING IMAGE: tm212525d1-lc_financepn.jpg]

Returns assume $100 invested on December 31, ~~2013,~~2015 and total return includes reinvestment of dividends through December 31, ~~2018.~~2020. Reflects peer group used in the Company’s Form 10-K filed with the SEC on February ~~13, 2019.~~9, 2021.

~~2019~~2021 Proxy Statement 5157

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Company Financial Performance

The Company made ~~meaningful~~substantial progress towards its medium- and longer-term ~~strategy. The Company~~strategy and, despite unprecedented challenges presented by the global COVID-19 pandemic, delivered strong financial results in ~~a volatile market environment in 2018~~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”):

[MISSING IMAGE: tm212525d1-bc_performapn.jpg]

(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)

~~2018~~2020 ICP Adjusted EPS incorporates the pro forma effect of ~~(a) divestitures, (b) changes in tax law, and (c) benefits from structural organizational changes~~an acquisition making ICP Adjusted EPS results comparable to ~~2015~~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 ~~strong financials above, other 2018 highlights that advanced~~six components of our ~~Company medium- and longer-term~~long-term strategy to Power the Markets of the Future ~~include:~~in 2020:

IHS Merger: In November 2020, we announced our plans to merge with IHS Markit (NYSE: INFO) in an all-stock deal valuing IHS Markit at an enterprise value of $44.50 billion, negotiating our largest acquisition to date and the biggest corporate transaction in 2020 in terms of transaction value. The merger with IHS Markit reinforces our position as a leading global market provider of financial data and is expected to accelerate growth and enhance value creation by bringing together two world-class organizations to Power the Markets of the Future with a unique portfolio of highly complementary assets in attractive markets and cutting-edge innovation and technology capabilities.

•

~~Global:~~ Expanded our global focus and opportunities for long-term growth in emerging markets through plans for our Ratings business to enter the domestic Chinese bond market and the development of machine-learning tools to provide greater transparency to Chinese capital markets by S&P Global Market Intelligence.

•

~~Customer Orientation:~~ Delivered greater customer value through deeper client and market insights, innovative solutions, stronger internal teamwork and more reliable, nimble processes and market tools to enhance the customer experience and provide actionable intelligence, including through the launch of Ratings360™, RatingsDirect™ on the Market Intelligence Platform and Platts LNG Service.

•

~~Operational Excellence:~~ ~~Rolled out key enterprise-wide initiatives to enhance operational excellence, including by leveraging Lean methodologies and an Agile framework, as well as automation and~~

5258 ~~2019~~2021 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS (continued)

~~machine learning, to encourage cross-organizational collaboration, decentralize decision making and drive greater operational efficiency and productivity.~~

•

~~Technology:~~ Promoted the development of new capabilities in technology, data science, artificial intelligence and machine learning by completing strategic acquisitions of Panjiva and Kensho Technologies, exploring opportunities to enhance financial-related search capabilities and developing a new blockchain application.

•

~~Innovation:~~ Grew our portfolio of innovative products and services in environmental, social and governance (ESG) data, benchmarks and analytics, including unveiling an ESG evaluation tool, and explored new ways to foster innovation through infrastructure improvement and public-private collaboration.

•

~~People:~~ Increased focus on talent development and fostering a stronger workplace culture by engaging a new Chief People Officer, introducing more progressive employee benefits, launching new leadership-development and educational programs and strengthening the pipeline of emerging leaders.

Pay-for-Performance Overview

~~2018~~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.

[MISSING IMAGE: tm212525d1-tbl_incecompepn.jpg]

2020 STIC Funding and ~~2016-2018~~2018-2020 Long-Term Incentive Payouts

S&P Global had strong annual operational and financial performance in ~~a volatile market environment in 2018~~2020 and made substantial progress toward the medium-term aspirational targets established for the Company during ~~2018. In light of the market volatility experienced in the fourth quarter and the Company’s commitment to setting challenging performance goals to promote alignment with our shareholders, the~~2020. The Company’s achievements in ~~2018~~2020 resulted in ~~below-target~~above target funding for the Key Executive Short-Term Incentive Compensation Plan (“STIC”)~~. Nevertheless,~~, and the Company’s strong stock price as well as sustained operational and financial performance during the ~~2016-2018~~2018-2020 performance cycle resulted in Long-Term Incentive awards earning and paying out above target. Enterprise-level STIC funding for ~~2018~~2020 was ~~89%~~142% of target (see pages 7178 through 72),79) and the ~~2016~~2018 Long-Term PSU Award earned and paid out at ~~177% of target (see pages~~ 76 ~~and~~ 77~~), and the 2016 Dow Jones Indices Long-Term Cash Award earned and paid out at 200%~~143% of target (see page 77)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 ~~2017, 2018,~~2019, 2020, and ~~2019.~~2021. As discussed in further detail in the “Setting Compensation” section beginning on page 5966 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 ~~an 11.7%~~a 5.7% increase in Mr. Peterson’s target TDC for ~~2019~~2021 as compared to ~~2018.~~2020.

[MISSING IMAGE: tm212525d1-bc_ceotargetpn.jpg]

60 2021 Proxy Statement

Excludes a $2 million one-time, special RSU grant made in 2018 in recognition of Mr. Peterson’s superior individual performance and leadership, and the exceptional performance of the Company in 2017. For more information on this grant, see page

77TABLE OF CONTENTS.

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Say-on-Pay

The Company values shareholder perspectives on our executive compensation program. ~~At the 2017 Annual Meeting, shareholders~~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.~~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

~~2019 Proxy Statement~~ 53

~~COMPENSATION DISCUSSION AND ANALYSIS~~ ~~(continued)~~

the compensation of the Company’s NEOs. Approximately 97% of the “say-on-pay” advisory votes cast in ~~2018~~2020 were in favor of our executive compensation program.

Although the ~~2018~~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 6269 of this Proxy Statement and affirm our responsiveness to and alignment with our shareholders.

Decisions for ~~2019~~

~~2019 STIC~~

At the beginning of 2018, we announced the launch of a new, integrated operating model to provide the framework for our forward-looking business strategy to deliver an exceptional, differentiated customer experience across the globe and Power the Markets of the Future by promoting and enhancing our development in the key strategic areas of finance, customer, operations and people. In connection with the integrated operating strategy and key business objectives, we also introduced a balanced scorecard approach to the STIC program to reward, measure and track progress against our operating plan.2021

As part of ~~its annual~~the Compensation Committee’s ongoing review and refinement of ~~our~~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 ~~further refined~~increased the ~~plan design for~~CEO share ownership guideline from six times (6x) base salary to seven times (7x) base salary and the ~~2019 STIC~~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 ~~order to enhance the alignment of performance incentives~~keeping with our Company’s business strategy. For NEO division leaders, the weighting assigned to enterprise-level and division-level financial performance under the division-wide scorecards will be a blend of 17% enterprise and 68% division financials, in contrast to the equal weighting between enterprise and division financials under the 2018 STIC scorecards.

The division scorecards will continue to feature revenue growth and EBITA margin as the performance metrics for enterprise and division financial goals and incorporate key performance indicators to inform the measurement of our progress in the areas of customer, operations and people. There will be no change to the proportion of incentive payments allocated to our executives based upon individual performance.

~~Further information regarding the 2019 plan design under the STIC can be found beginning on page~~ 74 ~~of this Proxy Statement.~~

~~2019 Stock Incentive Plan~~

In addition, the Company is also asking shareholders to approve a new long-term incentive plan for our long-term incentive awards, which, if approved, would replace the 2002 Stock Incentive Plan. The 2019 Stock Incentive Plan builds on the terms of the 2002 Stock Incentive Plan and incorporates additional corporate governance best practices toand further align ~~our equity compensation program with~~ the interests of the CEO and CFO with those of our ~~shareholders, including by removing “liberal” share counting provisions. See “Item Three — Proposal to Approve of the Company’s 2019 Stock Incentive Plan” beginning on page~~ ~~114~~ ~~of this Proxy Statement for more details regarding these and other plan changes.~~shareholders.

Other previous significant design changes to our executive compensation program are highlighted on page 6269 of this Proxy Statement.

~~2019~~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:

Alignment with Shareholders (What We Do)

COMPENSATION
PRACTICE

COMPANY POLICY

MORE
DETAIL

✔

Pay-for-
Performance &
Shareholder
Alignment

Approximately ~~90%~~92% of CEO and ~~79%~~82% of other NEOs total compensation opportunity is variable, incentive-based pay contingent on meeting challenging, top-line and ~~bottom-lie~~bottom-line short-term and long-term performance objectives. We also include caps on individual payouts under our short- and long-term incentive plans.

Long-term incentive compensation opportunities for NEOs are equity-based and tied to business plan performance metrics.

Pgs. 5663 & 57

✔

Robust Stock
Ownership
Guidelines

We have meaningful stock ownership guidelines for our Directors and executive officers. The executive guidelines ~~also~~ require 100% retention until the guidelines are ~~met and a six-month holding policy for stock options after exercise.~~met.

~~Pgs.~~ 81 & ~~106~~

Pg. 88

✔

Annual
Shareholder
Say-on-Pay

We value our shareholders’ input and seek an annual non-binding advisory vote from shareholders on our executive compensation program for our named executive officers.

~~Pgs.~~ 53 & 54

Pg. 61

✔

Shareholder
Outreach
and
Input

Our outreach program gives institutional shareholders the opportunity to provide ongoing input on our programs and policies. We carefully review say-on-pay results and all shareholder feedback when structuring executive compensation.

Pgs. 15 – 17

15-17

✔

Clawback
Policy

Our clawback policy gives us the right to recoup and cancel cash incentive and long-term incentive award payments received by covered active and former employees under various circumstances, including misconduct and financial restatements.

Pg. 81

✔

Anti-Hedging and
Anti-Pledging
Policy

Our anti-hedging and anti-pledging policy prohibits Directors, officers and other designated employees from engaging in hedging and pledging transactions related to Company stock.

Pg. 83

Sound Governance Practices (What We Don’t Do)

COMPENSATION
PRACTICE

COMPANY POLICY

MORE
DETAIL

✗

No Single Trigger
Change-in-Control

Our Long-Term Incentive Plan awards are subject to “double-trigger” treatment in the case of a change-in-control (i.e., unvested awards are accelerated only if there is both a change-in-control and an involuntary termination of employment).

Pgs. 8087 & 81

We do not provide excessive executive perquisites to our NEOs and we believe our limited perquisites are reasonable and competitive.

No Excessive Perquisites

~~Pg. 78~~

Pg.85

✗

No Tax Gross-Ups

We do not provide tax gross-ups in connection with any perquisites or in the event of any “golden parachute payment” in connection with a change-in-control.

Pgs. 7886 & 81

No Dividends on Unearned Awards

We do not pay dividends on unearned PSUs or RSUs.

Pg. 57

None of our NEOs has a formal employment contract.

No Employment Contracts

Pg. 83

We froze both our defined benefit pension plans to new participants and future accruals, effective as of April 1, 2012.

Pension Benefits Frozen

Pg. 78

62 ~~2019~~2021 Proxy Statement 55

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:~~are to deliver competitive compensation and benefits programs that drive performance, motivate and create shareholder value:

•

~~To hire and retain high-caliber executive talent~~ ~~with the leadership abilities and experience necessary to implement our business strategy while driving shareholder value;~~

•

~~To pay for performance and sustainable~~, ~~long-term growth~~ ~~by rewarding the achievement of challenging business and individual performance goals;~~

•

~~To build value for shareholders and encourage growth~~ by linking a significant portion of compensation to Company performance with an appropriate balance of short-term and long-term objectives to deepen the alignment of our executives to our shareholders; and

•

~~To manage risk through oversight and compensation design~~ ~~to ensure that our incentive programs appropriately motivate our executives to encourage prudent, but not excessive, risk-taking.~~ [MISSING IMAGE: tm212525d1-fc_businesspn.jpg]

[MISSING IMAGE: tm212525d1-fc_businesspn.jpg]

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 ~~equity-based~~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.

[MISSING IMAGE: tm212525d1-pc_ceoneopn.jpg]

~~2019~~2021 Proxy Statement 63

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Overview of Pay Elements

For ~~2018,~~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~~performance-based and ~~shareholder focused.~~shareholder-focused.

[MISSING IMAGE: tm212525d1-tbl_overvpn.jpg]

64 ~~2019~~2021 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Roles and Responsibilities

[MISSING IMAGE: tm212525d1-pg_roleresspn.jpg]

2021 Proxy Statement 5765

COMPENSATION DISCUSSION AND ANALYSIS (continued)

~~Roles and Responsibilities~~

58 ~~2019 Proxy Statement~~

~~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.~~

~~Use of Market Data~~

~~Our Compensation Committee independently evaluates~~NEOs and in structuring the ~~performance~~design of the ~~CEO and establishes the CEO’s total annual target~~Company’s executive 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 (detailed below) in addition to compensation survey data (described below) from financial services and general industry firms. programs.

[MISSING IMAGE: tm212525d1-pc_settingcompn.jpg]

External Market Analysis

The Compensation Committee ~~refers its recommendations~~considers external market data to ~~the independent Directors of the Board for review~~maintain appropriate and ~~ratification. For more information on CEO historical and current target total direct compensation, see page~~ 53 ~~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 described below to develop an understanding of market pay levels for each position. In general, we design our executive compensation program to pay mediancompetitive levels of executive officer compensation ~~for target levels of achievement,~~that supports our strategic vision by positioning us to ~~pay below median for achievement below target,~~attract, retain and ~~to pay above median compensation for significantly higher levels of achievement versus target goals.~~

We annually review compensation market data 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. We also consider factors such as internal pay equity, input from Pay Governance as our independent compensation consultant, risk management and governance, shareholder input, individual and Company performance, business and market conditions, the critical skills and experience of the NEO and the strategic importance of his or her role to the Company.engage high performing executive talent.

For purposes of setting compensation targets for ~~2018 and 2019,~~2020, the Compensation Committee ~~was provided with competitive~~measured our compensation opportunities for executive officers against the following benchmarking sources:

•

Proxy Peer Group: The Committee reviews compensation data ~~for~~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 as well as~~Governance.

•

Survey Peer Groups: The Committee also considers information from ~~two compensation surveys in which the Company participates:~~ the McLagan Financial Services ~~Survey and the Willis Towers Watson General Industry Executive Compensation~~ Survey.

~~2019 Proxy Statement~~ 59

~~COMPENSATION DISCUSSION AND ANALYSIS~~ ~~(continued)~~

Annual Proxy Peer Group Review

The Compensation Committee, with the assistance of Pay Governance, reviews the composition of ~~the~~our Proxy Peer Group each year to ensure itthe Proxy Peer Group remains appropriate to use in competitive analysis of executive ~~compensation from size, industry and business model perspectives.~~compensation.

In reviewing and identifying our 2018 Proxy Peer Group, the Compensation Committee considered a number of factors including shareholder advisor methodologies to identify peer groups, and the annual revenue, market capitalization and mix of businesses of the companies considered and selected. With the assistance of Pay Governance, the Compensation Committee identified companies (listed below) to serve as market reference points for compensation comparison purposes for 2018, with particular reference to industry, revenue and market capitalization. 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

~~Survey~~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. ~~The Willis Towers Watson survey does not identify~~

[MISSING IMAGE: tm212525d1-fc_surveybw.jpg]

In October 2020, TD Ameritrade Holding Corporation was acquired by the ~~specific companies that reported compensation information.~~Charles Schwab Corporation.

~~2018 Peer Group Companies~~

In terms of size, as shown in the table below, at the end of ~~2018,~~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.

2018 Proxy Peer Group Revenue
($ billions) Market Cap.
($ billions)

25th Percentile $ 4.44 $ 15.19

Median $ 5.82 $ 23.94

75th percentile $ 8.42 $ 40.17
S&P Global $ 6.26 $ 42.64

2021 Proxy Statement 67

COMPENSATION DISCUSSION AND ANALYSIS (continued)

2020 Proxy Peer Group*	Revenue ($ billions)			Market Cap. ($ billions)

25th Percentile		$	5.59		$	22.20

Median		$	6.06		$	43.03

75th percentile		$	12.34		$	65.19
S&P Global		$	7.44		$	79.09

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 ~~2019~~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 ~~2019~~of this Proxy ~~Statement~~

Statement.

~~TABLE OF CONTENTS~~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.

~~COMPENSATION DISCUSSION AND ANALYSIS~~ ~~(continued)~~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 ~~and Talent~~ Assessment

The Compensation Committee’s consideration is further informed by the Company’s performance ~~evaluation process that measures management~~and assessment of each NEO’s individual performance against individual qualitative and quantitative goals ~~behaviors~~ and ~~competencies~~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.~~ 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 ~~2018~~2020 can be found beginning on page 6471 of this Proxy Statement.

Additionally, further information about succession planning can be found beginning on page 1922 of this Proxy Statement.

Other Factors

~~The~~In setting NEO compensation, the Compensation Committee also considers input from ~~its~~Pay Governance, the Committee’s independent compensation consultant, and our shareholders as well as ~~additional~~several other factors, including business and market conditions, ~~leadership skills and experience,~~ risk management and governance, and tax ~~deductibility~~ and accounting ~~considerations.~~ 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 5865 of this Proxy Statement.

~~2019 Proxy Statement~~ 61

~~COMPENSATION DISCUSSION AND ANALYSIS~~ ~~(continued)~~

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.

[MISSING IMAGE: tm212525d1-fc_historypnlr.jpg]

~~2019~~2021 Proxy Statement 69

COMPENSATION DISCUSSION AND ANALYSIS (continued)

~~2018~~2020 Financial Performance and NEO Compensation Decisions

Financial Performance Overview in ~~2018~~2020

In ~~2018, the Company had~~2020, we delivered strong annual operational and financial performance ~~in a volatile market environment~~ and made ~~meaningful~~significant progress on key initiatives towards ~~its~~the Company’s medium- and longer-term targets, ~~including~~while also taking decisive action to protect the ~~following highlights:~~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:

[MISSING IMAGE: tm212525d1-fc_finanperpn.jpg]

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 ~~2018~~2020

The table below shows the Compensation Committee’s compensation decisions for ~~2018~~2020 for the NEOs, and is different from the SEC required disclosure in the ~~“2018~~“2020 Summary Compensation Table” beginning on page 85.91. 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 ~~2018~~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.

Executive	Annualized 2018 Base Salary			Actual 2018 Incentive Payment			Actual 2018 Long-Term Incentive Grants at Target									Total 2018 Annual Compensation			Executive	Annualized 2020 Base Salary			Actual 2020 Incentive Payment			Actual 2020 Long-Term Incentive Grants at Target									Total 2020 Annual Compensation
Executive	Annualized 2018 Base Salary			Actual 2018 Incentive Payment			RSUs			PSUs			Long-Term Cash			Total 2018 Annual Compensation			Executive	Annualized 2020 Base Salary			Actual 2020 Incentive Payment			RSUs			PSUs			Long-Term Cash			Total 2020 Annual Compensation
D. Peterson (1)		$	1,000,000		$	2,047,000		$	4,046,000		$	4,774,000		$	—		$	11,867,000	D. Peterson		$	1,000,000		$	4,615,000		$	2,700,000		$	6,300,000		$	—		$	14,615,000

E. Steenbergen		$	825,000		$	975,000		$	682,500		$	1,592,500		$	—		$	4,075,000	E. Steenbergen		$	825,000		$	1,725,000		$	825,000		$	1,925,000		$	—		$	5,300,000

J. Berisford		$	625,000		$	541,500		$	450,000		$	1,050,000		$	—		$	2,666,500	J. Berisford		$	650,000		$	1,570,000		$	540,000		$	1,260,000		$	—		$	4,020,000

M. Chinn (2)		$	625,000		$	718,500		$	450,000		$	1,050,000		$	—		$	2,843,500	M. Cheung		$	625,000		$	1,570,000		$	525,000		$	1,225,000		$	—		$	3,945,000

A. Matturri		$	625,000		$	1,084,000		$	138,000		$	322,000		$	690,000		$	2,859,000	D. Draper (1)		$	650,000		$	1,000,000		$	1,485,000		$	490,000		$	1,050,000		$	4,675,000

(1)

Mr. ~~Peterson’s RSU amount includes~~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 ~~$2 million~~ one-time ~~special RSU grant made on April 2, 2018~~Restricted Stock Unit (RSU) award equal to $1,275,000 in recognition of ~~Mr. Peterson’s superior individual performance~~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 ~~leadership, and the exceptional performance~~$1,050,000 of ~~the Company in 2017. For more information on this grant, see our 2018 Grants of Plan-Based Awards table on page~~ 88.

~~(2)~~

~~Mr. Chinn voluntarily resigned from his position, effective January 2, 2019, and will remain with the Company through March 2019.~~S&P Global Dow Jones Indices Long-Term Cash Incentives.

70 ~~2019~~2021 Proxy Statement 63

COMPENSATION DISCUSSION AND ANALYSIS (continued)

CEO ~~Pay Decisions~~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.

Mr. Peterson’s ~~2018~~2020 Pay-for-Performance

~~2018~~2020 Key Achievements:

As President and Chief Executive Officer, Mr. Peterson:

•

Delivered strong financial results ~~in a volatile market environment~~ across the business while maintaining focus on long-term opportunities to grow and evolve the business. For ~~2018,~~2020, ICP Adjusted Revenue grew ~~2.8%~~10.6% to ~~$6,230~~$7,412 million. ICP Adjusted EBITA Margin improved to ~~48.7%~~53.1%, ~~representing an expansion of 220 Basis Points,~~ and ICP Adjusted EPS from operations increased ~~18.1%~~at a compounded annual growth rate of 19.6% for the 3-year performance period ended ~~2018~~2020 to ~~$7.73.~~$11.78.

•

~~Launched an integrated operating model~~Advanced key strategic initiatives to evolve the core business and ~~comprehensive, forward-looking strategy~~deliver transformative growth opportunities through the negotiation of a merger agreement to ~~Power~~combine with IHS Markit in the ~~Markets~~largest corporate transaction of the ~~Future. Identified six foundational~~year, bringing together unique, highly complementary assets and innovation and technology capabilities ~~critical~~ to build scale in high growth markets and enhance value creation. Other significant progress included: delivering the ~~execution~~largest collection of ~~our strategy under~~new product launches in years through ongoing growth investments; strengthening the Company’s ESG positioning with new ~~management framework: globality, customer orientation,~~product launches and enhancements and the creation of a centralized leadership structure for coordination of the Company’s ESG strategy; and leveraging new technology and digital infrastructure capabilities to drive productivity gains, innovation ~~technology, operational excellence~~ and ~~people.~~delivery of customer-oriented solutions.

•

~~Communicated~~Improved the customer experience, achieving increased net promoter scores across each division, through customer-focused initiatives that included creating a centralized S&P Global ESG team to streamline and enhance the customer experience with our ~~strategy~~ESG products; sponsoring a global Customer Experience Week to increase employee engagement on improving the customer experience; and ~~continued~~expanding executive relationship outreach to ~~develop~~customers.

•

Strengthened stakeholder relationships by increasing outreach to investors and market participants and deepening active engagements

with ~~investors,~~associations, industry leaders, policy makers ~~industry leaders~~ and ~~global market participants~~regulators through ~~the Company’s 2018 Investor Day, international press interviews and~~ sustained outreach initiatives that continued to be more impactful, broader in scope and ~~achieved significant progress against~~greater in number than the ~~medium-term adjusted operating profit margin target introduced at the 2018 Investor Day.~~prior year’s engagements.

•

Enhanced the Company’s ability to innovate and pursue opportunities for disruption and transformational growth through the acquisition of leading-edge artificial intelligence and machine learning technology and strategic expansion into the Chinese bond market.

•

Demonstrated strong leadership by, among other things, ~~introducing unifying, customer-focused initiatives, such as the Company’s first Commercial Leadership Conference,~~supporting a successful transition to a global work-from-home model, while also increasing virtual employee engagement and ~~other key initiatives to increase organizational alignment and operational efficiency, strengthen~~satisfaction; strengthening the Company’s global talent pipeline by sponsoring new leadership development programs for executive succession candidates, career coaching and ~~enhance employee~~technology training; and accelerating the Company’s diversity, ~~engagement~~equity and ~~development programs.~~

inclusion initiatives through increased financial investment and expanded programming.

[MISSING IMAGE: tm212525d1-pc_ceotarpn.jpg]

Excludes a $2 million one-time, special RSU grant made on April 2, 2018 in recognition of Mr. Peterson’s superior individual performance and leadership, and the exceptional performance of the Company in 2017. For more information on this grant, see page 77.

~~2018~~2020 Actual
Annual Incentive Payout

Mr. Peterson received a payout of ~~$2,047,000,~~$4,615,000, representing ~~89%~~142% of his target award, which is aligned with the Company’s overall business performance. The Compensation ~~and Leadership Development~~ Committee’s decision was based on Mr. Peterson’s ~~2018~~2020 performance, the Company’s business results and progress toward our strategic initiatives.

~~2018~~2020 Long-Term Incentive Awards

For details on ~~his 2018~~Mr. Peterson’s 2020 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and our ~~2018~~2020 Grants of Plan-Based Awards Table below.

~~2019~~2021 Proxy Statement 71

COMPENSATION DISCUSSION AND ANALYSIS (continued)

~~Other~~OTHER NEO ~~Pay Decisions~~PAY DECISIONS

Ewout L. Steenbergen: EVP, Chief Financial Officer

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

Mr. Steenbergen’s ~~2018~~2020 Pay-for-Performance

~~2018~~2020 Key Achievements:

As EVP, Chief Financial Officer, Mr. Steenbergen:

•

Delivered strong ~~margin improvement~~financial results across ~~all divisions.~~the business while maintaining focus on long-term opportunities to grow and evolve the business. For ~~2018,~~2020, ICP Adjusted Revenue grew ~~2.8%~~10.6% to ~~$6,230~~$7,412 million. ICP Adjusted EBITA Margin improved to ~~48.7%~~53.1%, ~~representing an expansion of 220 Basis Points,~~ and ICP Adjusted EPS from operations increased ~~18.1%~~at a compounded annual growth rate of 19.6% for the 3-year performance period ended ~~2018~~2020 to ~~$7.73.~~$11.78.

•

Drove a return of capital to shareholders of ~~$1.66~~$1.8 billion through $1.2 billion of share repurchases and ~~$503~~$645 million in dividends.

•

~~Demonstrated strong leadership~~Enhanced operational efficiency by surpassing 2018 Investor Day productivity targets through the achievement of ~~capital initiatives, including M&A through strategic acquisitions~~$120 million of ~~Panjiva~~annual cost savings and ~~Kensho to enhance the Company’s emerging-technology capabilities and development and implementation of~~initiating a ~~framework for investing in growth and efficiency-enabling technologies.~~new $120 million productivity program.

•

~~Initiated~~Led effort to issue new bond offerings in August with the second lowest 40-year coupon and ~~drove several~~the fifth lowest 10-year coupon in U.S. corporate history.

•

Supported key ~~Company~~strategic initiatives to ~~instill greater financial discipline~~drive growth, innovation and productivity by assuming a leadership role, together with other key executives, in the due diligence, planning and negotiations for the merger with IHS Markit; co-leading project planning for the Company’s future workplace model post-COVID; and overseeing Kensho’s continued delivery of innovative solutions to enhance product offerings and improve productivity across the ~~organization, including~~Company.

•

Strengthened investor relationships through

successful messaging during dynamic market conditions by sponsoring the launch of several new and transparent disclosures, including publication of a three-year $100 million productivity savings program and long-term enterprise-wide endeavors to reduce costs by improving operational efficiency through Lean methodologies, Agile teamwork, automation, machine learning and digital infrastructure.

•

~~Communicated our strategy and continued to develop relationships with investors, including through~~carbon-adjusted EPS metric in the Company’s ~~2018 Investor Day~~second TCFD Report, and ~~achieved significant progress against the medium-term adjusted operating profit margin target introduced~~providing best in class scenario-based guidance at the ~~2018 Investor Day.~~

onset of the COVID-19 pandemic and in subsequent quarters.

[MISSING IMAGE: tm212525d1-pc_cfotarpn.jpg]

~~2018~~2020 Actual
Annual Incentive Payout

Mr. Steenbergen received a payout of ~~$975,000,~~$1,725,000, representing ~~85%~~150% of his target award. The Compensation ~~and Leadership Development~~ Committee’s decision was based on Mr. Steenbergen’s performance against ~~2018~~2020 business and individual strategic goals.

Long-Term Incentive Awards

For details on ~~his 2018~~Mr. Steenbergen’s 2020 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and ~~our 2018~~2020 Grants of Plan-Based Awards Table below.

72 ~~2019~~2021 Proxy Statement 65

COMPENSATION DISCUSSION AND ANALYSIS (continued)

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

~~Mr.~~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.

Mr. Berisford’s ~~2018~~2020 Pay-for-Performance

~~2018~~2020 Key Achievements:

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

•

Delivered ~~strong~~significant revenue growth and margin ~~improvement notwithstanding a challenging issuance environment.~~expansion. For ~~2018,~~2020, ICP Adjusted Revenue of S&P Global Ratings ~~decreased 3%~~increased 15.2% to ~~$2,894~~$3,577 million and ICP Adjusted EBITA Margin of S&P Global Ratings improved to ~~55.3%~~63.2%.

•

~~Achieved significant progress toward building a domestic ratings capability~~Advanced strategic growth opportunities in ~~China, the third-largest bond market in the world, advancing key strategic~~ international and emerging ~~growth opportunities~~markets through continued focus on our expansion into China, completing 22 public ratings in ~~developing markets.~~2020 and receiving an additional license to operate in China’s exchange bond market, despite the pandemic conditions.

•

~~Continued extensive communication~~Strengthened ESG positioning by expanding engagements for sustainability-related offerings and continuing to deliver new and enhanced ESG products and services, with ~~market participants, boards~~40 ESG evaluations, 24 Green evaluations and ~~regulators.~~76 SAM benchmark engagements completed in 2020, while also expanding ESG evaluations to cover U.S. public finance.

•

~~Continued~~Strengthened brand positioning during the pandemic as a trusted source on market trends, with website visits nearly doubled in 2020, by launching a new special report website and providing regular publications on COVID-19, including a COVID-19 weekly digest, list of related ratings actions, daily summaries of thought leadership articles on macro, credit and industry implications and a Friday webcast.

•

Demonstrated strong leadership by, among other things, managing increased communications with regulators due to ~~advance~~the pandemic; improving application quality and achieving record customer satisfaction, despite a significant increase in activity in 2020; advancing programs ~~that~~to promote a robust risk, control and compliance ~~culture.~~culture; and successfully transitioning to a global

work-from-home environment, while also increasing employee engagement and satisfaction.

~~2018~~

[MISSING IMAGE: tm212525d1-pc_johntarpn.jpg]

202 0 Actual
Annual Incentive Payout

~~Mr.~~John L. Berisford received a payout of ~~$541,500,~~$1,570,000, representing ~~60%~~157% of his target award. The Compensation ~~and Leadership Development Committee decided to pay Mr. Berisford’s award below the blend of Company and division financial performance~~Committee’s decision was based on Mr. Berisford’s performance against ~~2018~~2020 business and individual strategic ~~goals, and to align his payout with that of S&P Global Ratings employees compensated based on division-level financial achievement.~~goals.

~~2018~~2020 Long-Term Incentive Awards

For details on ~~his 2018~~Mr. Berisford’s 2020 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and our ~~2018~~2020 Grants of Plan-Based Awards Table below.

~~2019~~2021 Proxy Statement 73

COMPENSATION DISCUSSION AND ANALYSIS (continued)

~~Michael A. Chinn:~~Martina Cheung: President, S&P Global Market Intelligence
~~EVP, Data and Technology Innovation, S&P Global~~

~~Mr. Chinn~~Ms. Cheung joined the Company in ~~September 2015~~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. During the 2017 fiscal year, Mr. Chinn was President, Market and Commodities Intelligence. Effective January 1, 2018, he was also appointed as Executive Vice President, Data and Technology Innovation, S&P Global. Mr. Chinn voluntarily resigned from his positions effective January 2, 2019 and will remain with the Company through March 2019.

~~Mr. Chinn’s 2018~~

Ms. Cheung’s 2020 Pay-for-Performance

~~2018~~2020 Key Achievements:

As President, S&P Global Market Intelligence, ~~and EVP, Data and Technology Innovation, S&P Global, Mr. Chinn:~~Ms. Cheung:

•

Delivered strong ~~financial performance.~~revenue performance, and reaffirmed margin target announced at the 2018 Investor Day, while also increasing investment in new initiatives to evolve and grow the business. For ~~2018,~~2020, ICP Adjusted Revenue of S&P Global Market Intelligence increased 7%7.4% to ~~$1,798~~$2,104 million. ICP Adjusted EBITA Margin of S&P Global Market Intelligence improved to ~~34.6%~~32.4%.

•

~~Enhanced~~Drove progress across key strategic initiatives to promote transformational growth, assuming a significant leadership role, together with other key executives, in the due diligence, planning and negotiations for the merger with IHS Markit; and also delivering several new product launches in 2020, including: expanded ESG offerings; the launch of S&P Global Marketplace, allowing users to engage with over 100 unique content and solution tiles; and the launch of meaningful SME offerings, ~~available to customers through~~providing coverage of over 50 million companies on RiskGauge and over 30 million companies on the ~~acquisition of unique and differentiated data sets.~~China Credit Risk Analytics platform.

•

~~Drove innovation in collaboration with Kensho, launching alpha-stage search capabilities~~Delivered innovative ESG solutions strengthening the Company’s ESG positioning and doubling client prospects in the ~~Market Intelligence~~last four months of 2020 through the launch of S&P Global ESG Scores and TruCost Climate Analytics and Environmental Data on the MI Platform and ~~accelerating data ingestion through entity linking technology.~~XpressfeedTM, Climate Credit Risk Analytics, Panjiva supply chain analytics and physical risk analytics.

•

~~Led engineering, innovation~~Enhanced the customer experience—achieving record-setting customer satisfaction and engagement demonstrated by significantly increased net promoter scores, client satisfaction survey scores and digital marketing engagement—through delivery of an enhanced desktop and mobile experience, initiatives to improve data quality and successful Customer Focus Weeks, leading to over ten thousand client visits and significant new sale opportunities and renewals.

•

Improved workplace productivity and financial operations ~~across the Company based on a track record~~ by scaling investments in technology, digital infrastructure and automation, and accelerating agile delivery processes and lean portfolio management, to increase operational efficiency and reduce costs, with highlights including achievement of ~~excellent operational delivery.~~$1.2 million in annual savings from AWS Cloud usage optimization and automation of 18 million units of work.

•

~~Continued~~Demonstrated strong leadership by, among other things, successfully transitioning to ~~exhibit strong external focus with clients~~a work-from-home model, while continuing to ~~understand~~deliver on timeliness and ~~develop solutions to meet customer needs.~~

accuracy targets, and driving increased employee engagement and satisfaction.

[MISSING IMAGE: tm212525d1-pc_martinatarpn.jpg]

~~2018~~2020 Actual
Annual Incentive Payout

~~Mr. Chinn~~Ms. Cheung received a payout of ~~$718,500,~~$1,570,000, representing ~~80%~~157% of ~~his~~her target award. The Compensation ~~and Leadership Development Committee decided to pay Mr. Chinn’s award below the blend of Company and division financial performance~~Committee’s decision was based on ~~Mr. Chinn’s~~Ms. Cheung’s performance against ~~2018~~2020 business and individual strategic ~~goals, and to align his incentive payout with that of S&P Global Market Intelligence employees compensated based on division-level financial achievement.~~goals.

~~2018~~2020 Long-Term Incentive Awards

For details on ~~his 2018~~Ms. Cheung’s 2020 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and our ~~2018~~2020 Grants of Plan-Based Awards Table below.

74 ~~2019~~2021 Proxy Statement 67

COMPENSATION DISCUSSION AND ANALYSIS (continued)

~~Alexander J. Matturri:~~Daniel Draper: Chief Executive Officer, S&P Dow Jones Indices

Mr. ~~Matturri~~Draper joined the Company in his current role ~~in May 2007.~~on June 15, 2020.

Mr. ~~Matturri’s 2018~~Draper’s 2020 Pay-for-Performance

~~2018~~Experience and Qualifications:

•

In his prior role, Mr. Draper served as Managing Director and Global Head of Exchange-Traded Funds (ETF), Unit Investment Trusts and Closed-End Funds at Invesco since September 2013, where he led a large, global team and oversaw one of the firm’s largest and fastest growing business segments.

•

Over his career, Mr. Draper has held a number of management roles working in asset management and investment banking, both in the United States and internationally.

2020 Compensation Determination:

•

Mr. Draper’s new hire compensation package reflects an assessment of the market compensation levels at the time of hire as well as the skills and qualifications Mr. Draper brings to the role.

•

Consistent with the presentation for other NEOs, the chart to the right represents Mr. Draper’s 2020 annual compensation package at target.

•

The chart does not include all amounts paid or granted to Mr. Draper in connection with his hire. A 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 Key Achievements:

As Chief Executive Officer, S&P Dow Jones Indices, Mr. ~~Matturri:~~Draper:

•

Delivered ~~strong financial performance.~~mid to high single digit revenue growth and maintained margin despite a turbulent economy. For ~~2018,~~2020, ICP Adjusted Revenue of S&P Dow Jones Indices increased ~~15%~~7.8% to ~~$837~~$989 million, ~~and~~while ICP Adjusted EBITA Margin of S&P Dow Jones Indices ~~improved to 68.0%~~remained 69.5%.

•

~~Advanced innovative strategies for the long-term evolution~~Assumed leadership of S&P Dow Jones Indices ~~by developing ESG solutions to meet~~, re-envisioning the ~~evolving needs of investors~~division business strategy for accelerating core and transformative growth opportunities; building relationships with key

internal and external stakeholders—including customers, key business partners and industry leaders, exchanges, regulators, employees and market ~~participants, including by acting as the first index provider~~ participants—to ~~publish carbon metrics on~~increase engagement and collaboration; and establishing an efficient operating model with an effective leadership team and a ~~majority of equity indices.~~strong risk management foundation.

•

~~Demonstrated strong leadership~~Strengthened brand positioning during the pandemic by significantly expanding marketing outreach and ~~customer focus by expanding index offerings, including adding approximately 800 new~~media coverage, increasing net promoter scores and continuing to drive global growth through innovative investment solutions, with the number of indices ~~and establishing two of its carbon-efficient indices as the benchmark for the world’s largest pension fund.~~

launched in 2020 on par with 2019.

[MISSING IMAGE: tm212525d1-pc_alextarpn.jpg]

~~2018~~2020 Actual
Annual Incentive Payout

Mr. ~~Matturri~~Draper received a payout of ~~$1,084,000,~~$1,000,000, representing ~~124%~~100% of his target award. The Compensation ~~and Leadership Development Committee decided to pay Mr. Matturri’s award above the blend of Company and division financial performance~~Committee’s decision was based on Mr. ~~Matturri’s~~Draper’s performance against ~~2018~~2020 business and individual strategic goals, ~~and to align his incentive payout with~~after having joined the ~~strong division-level performance of S&P Dow Jones Indices.~~Company in June 2020.

~~2018~~2020 Long-Term Incentive Awards

For details on ~~his 2018~~Mr. Draper’s 2020 annual long-term incentive grant, see our Long-Term Incentive Plan discussion and our ~~2018~~2020 Grants of Plan-Based Awards Table below.

~~2019~~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.

Executive	2018 Base Salary			2019 Base Salary			% Change		Executive	2020 Base Salary			2021 Base Salary			% Change

D. Peterson		$	1,000,000		$	1,000,000		0%	D. Peterson		$	1,000,000		$	1,000,000		—%

E. Steenbergen		$	825,000		$	825,000		0%	E. Steenbergen		$	825,000		$	825,000		—%

J. Berisford		$	625,000		$	625,000		0%	J. Berisford		$	650,000		$	650,000		—%

M. Chinn (1)		$	625,000		$	625,000		0%	M. Cheung		$	625,000		$	625,000		—%

A. Matturri		$	625,000		$	625,000		0%	D. Draper (1)		$	650,000 (2)		$	650,000		—%

(1)

Mr. ~~Chinn voluntarily resigned~~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 ~~position, effective January 2, 2019, and will remain with the Company through March 2019.~~date of hire on June 15, 2020.

~~2019~~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 ~~and general~~ industry. ~~For 2019, the Compensation Committee determined not to increase Mr. Peterson’s base salary.~~

As discussed beginning on page 59,66, 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. ~~For 2019,~~

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 ~~increase~~make any increases to Mr. Peterson’s base salary or the base salaries of ~~Messrs. Steenbergen, Berisford and Matturri. Due to Mr. Chinn’s resignation from his position effective January 2, 2019, his base salary will remain the same until his departure in March 2019.~~any other NEOs for 2021.

Short-Term Annual Incentive Plan

Snapshot: Short-Term Annual Incentive Cash Compensation

Executive	2018								2019			Executive	2020								2021
Executive	Target Incentive Award			Actual Incentive Award			% of Target Paid		Target Incentive Award			Executive	Target Incentive Award			Actual Incentive Award			% of Target Paid		Target Incentive Award
D. Peterson		$	2,300,000		$	2,047,000		89%		$	2,300,000	D. Peterson		$	3,250,000		$	4,615,000		142%		$	3,250,000

E. Steenbergen		$	1,150,000		$	975,000		85%		$	1,150,000	E. Steenbergen		$	1,150,000		$	1,725,000		150%		$	1,150,000

J. Berisford		$	900,000		$	541,500		60%		$	900,000	J. Berisford		$	1,000,000		$	1,570,000		157%		$	1,000,000

M. Chinn (1)		$	900,000		$	718,500		80%			—	M. Cheung		$	1,000,000		$	1,570,000		157%		$	1,000,000

A. Matturri		$	875,000		$	1,084,000		124%		$	925,000	D. Draper (1)(2)		$	1,000,000 (2)		$	1,000,000		100%		$	1,000,000

(1)

~~Due to his resignation, effective January 2, 2019, and expected departure from~~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 ~~March 2019,~~2020, pursuant to the terms of Mr. ~~Chinn is not eligible to participate~~Draper’s offer letter. A complete description of Mr. Draper’s new hire compensation payments and grants can be found in the ~~2019 STIC.~~2020 compensation tables and accompanying footnotes beginning on page 91 of this Proxy Statement.

76 ~~2019~~2021 Proxy Statement 69

COMPENSATION DISCUSSION AND ANALYSIS (continued)

~~2018~~2020 Short-Term Annual Incentive Funding and Payout Determination Formulas

[MISSING IMAGE: tm212525d1-bc_shorttermpnlr.jpg]

~~2018~~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 5966 through 6169 of this Proxy Statement.

•

Business Performance Goals:The enterprise-level performance component for ~~2018~~2020 was tied to ICP Adjusted Revenue and ICP Adjusted EBITA Margin, which ~~includes~~included adjustments for unspent strategic investment funds and ~~acquisitions.~~acquisitions and divestitures. The applicable division-level performance goals for our NEO division leaders, Messrs. Berisford ~~Chinn~~ and ~~Matturri, are set out~~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 ~~the graphic above.~~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.

~~2018~~2020 Short-Term Annual Incentive Goals, Funding and Payouts

~~2018 Short-Term Annual Incentive Plan~~ Business Performance Goals

The ~~2018~~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 ~~85%~~76% financial and ~~15%~~24% business-building goals. ~~The~~ 38% of the

2021 Proxy Statement 77

COMPENSATION DISCUSSION AND ANALYSIS (continued)

financial goals ~~are~~is based ~~42.5%~~ on Company ICP Adjusted EBITA Margin and ~~42.5%~~the remaining 38% is based on Company ICP Adjusted Revenue.

70 ~~2019 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~ ~~(continued)~~

The ~~15%~~24% weighting of the business-building goals is divided into 5%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 ~~42.5%~~20% on the above-mentioned enterprise financial goals ~~42.5%~~(weighted equally at 10% each), 56% on a mix of S&P Global Ratings ICP Adjusted EBITA Margin ~~(21.25%)~~ and S&P Global Ratings ICP Adjusted Revenue ~~(21.25%)~~(weighted 28% each), and ~~15%~~24% on ~~the~~division-specific business-building goals in the categories described above.

As the President of S&P Global Market Intelligence, the business performance component of ~~Mr. Chinn’s~~Ms. Cheung’s annual incentive award was measured ~~42.5%~~20% on the above-mentioned enterprise financial goals ~~42.5%~~(weighted equally at 10% each), 56% on a mix of S&P Global Market Intelligence ICP Adjusted EBITA Margin ~~(21.25%)~~ and S&P Global Market Intelligence ICP Adjusted Revenue ~~(21.25%)~~(weighted 28% each), and ~~15%~~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. ~~Matturri’s~~Draper’s annual incentive award was measured ~~42.5%~~20% on the above-mentioned enterprise financial goals ~~42.5%~~(weighted equally at 10% each), 56% on a mix of S&P Dow Jones Indices ICP Adjusted EBITA Margin ~~(21.25%)~~ and S&P Dow Jones Indices ICP Adjusted Revenue ~~(21.25%)~~(weighted 28% each), and ~~15%~~24% on the business-building goals described above.

~~2018 Corporate Short-Term Annual Incentive Targets, Funding~~Performance Review and ~~Adjustments (All NEOs)~~Adjustment Process


		* 42.5% weighting for Messrs. Peterson and Steenbergen and 21.25% weighting for our NEO division leaders

~~For the portion of incentive funding based on enterprise financial goals, the~~The Compensation Committee reviewed 2020 reported ~~2018~~ Revenue and EBITA ~~margin~~Margin for the Company, under the enterprise scorecard, and ~~adjusted~~the divisions, under the division scorecards for ~~unspent strategic investment funds~~Messrs. Berisford and ~~acquisitions in 2018~~Draper and Ms. Cheung. Based on this review, the Committee approved the adjustments described on pages 78 to 81 below to determine ~~adjusted~~ 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)

[MISSING IMAGE: tm212525d1-bc_corporatebw.jpg]

For the portion of incentive funding based on enterprise financial goals, the Compensation Committee reviewed and approved the Company ICP Adjusted EBITA Margin ~~improved to 48.7%, representing an expansion~~ of ~~220 Basis Points,~~53.1% and Company ICP Adjusted Revenue ~~grew 2.8%~~of $7,412 million, representing an increase of 10.6% over ~~2017.~~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 ~~2018~~2020 achievement and funding for the Company’s enterprise-level financial goals was ~~87%~~147%.

For the remaining ~~15%~~24% of incentive funding based on the achievement of enterprise-level business-building goals in the three categories of ~~customer, operations~~Customer, Operations and ~~people~~People (each category accounting for 5%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

~~2019 Proxy Statement~~ 71

~~COMPENSATION DISCUSSION AND ANALYSIS~~ ~~(continued)~~

promoter scores, revenue from new products/markets, risk management indicators and culture and diversity metrics, scored on a scale ~~from~~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 ~~2018~~2020 achievement and funding for the Company business-building goals was 125% for customer, 100% for ~~each goal category.~~operations and 150% for people goals.

Overall, the blended ~~2018~~2020 achievement and funding for ~~Company~~Messrs. Peterson and Steenbergen for enterprise business performance and customer, operations and people goals was ~~89%~~142%.

~~2018~~2020 S&P Global Ratings ~~Executive Committee Plan~~ Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Berisford)

[MISSING IMAGE: tm212525d1-bc_ratingbw.jpg]

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 ~~$2,894~~$3,577 million, representing ~~a decrease~~an increase of 3%15.2%, and Division ICP Adjusted EBITA Margin of ~~55.3% for S&P Global Ratings~~63.2%, after adjusting for the impact of changing foreign exchange rates, acquisitions ~~in 2018, corporate unallocated expenses,~~and divestitures, unspent strategic investment funds, the ~~adoption~~funding of a new ~~accounting standard, prior year incentive compensation accrual adjustments~~strategic investments and ~~foreign exchange.~~the impact of funding for above target achievement of enterprise goals and division business-building goals. Based on these blended results, the ~~2018~~2020 achievement and funding for the S&P Global Ratings division-level financial goals was ~~46%~~170%.

Exhibit A on page ~~A-2~~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 ~~2018~~2020 achievement and funding for the division-level business-building goals was ~~100%~~125% for each of customer ~~75% for~~and operations and ~~100%~~150% for people goals.

Overall, the ~~2018~~2020 achievement and funding for Mr. Berisford for the blend of ~~Company~~20% enterprise and 56% S&P Global Ratings business performance and 24% division customer, operations and people goals was ~~70%~~157%.

~~2018~~

2021 Proxy Statement 79

COMPENSATION DISCUSSION AND ANALYSIS (continued)

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

(Ms. Cheung)

72 ~~2019 Proxy Statement~~ [MISSING IMAGE: tm212525d1-bc_mifundingbw.jpg]

~~COMPENSATION DISCUSSION AND ANALYSIS~~ ~~(continued)~~

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 ~~$1,798~~$2,104 million, representing an increase of 7%7.4%, and Division ICP Adjusted EBITA Margin of ~~34.6% for S&P Global Market Intelligence~~32.4%, after adjusting for the impact of changing foreign exchange rates, acquisitions ~~in 2018, corporate unallocated expenses, the adoption of a new accounting standard,~~and divestitures, unspent strategic investment ~~spend~~funds and ~~foreign exchange.~~the impact of funding for above target achievement of enterprise goals and division business-building goals. Based on these blended results, the ~~2018~~2020 achievement and funding for the S&P Global Market Intelligence division-level financial goals was ~~74%~~100%.

Exhibit A on page ~~A-3~~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~~Customer, Operations and ~~people,~~People, the Committee determined that the ~~2018~~2020 achievement and funding for the division-level business-building goals was 100% for ~~each goal category.~~customer, 125% for operations and 150% for people goals.

Overall, the ~~2018~~2020 achievement and funding for Ms. Cheung for the blend of ~~Company~~20% enterprise and 56% S&P Global Market Intelligence business performance and 24% division customer, operations and people goals was ~~83%~~115%.

~~2018~~2020 S&P Dow Jones Indices Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. ~~Matturri)~~Draper)

[MISSING IMAGE: tm212525d1-bc_djifundingbw.jpg]

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 ~~$837~~$989 million, representing an increase of ~~15%~~7.8%, and Division ICP Adjusted EBITA Margin of ~~68%~~69.5%, after adjusting for ~~S&P Dow Jones Indices.~~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 ~~2018~~2020 achievement and funding for the S&P Dow Jones Indices division-level financial goals was ~~155%~~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~~Customer, Operations and ~~people,~~People, the Committee determined that the ~~2018~~2019 achievement and funding for the division-level business-building goals was ~~100% for customer,~~ 125% for each of customer and operations and ~~100%~~150% for people goals.

Overall, the ~~2018~~2020 achievement and funding for Mr. Draper for the blend of ~~Company~~20% enterprise and 56% S&P Dow Jones Indices business performance and 24% division customer, operations and people goals was ~~119%~~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 ~~2018~~2020 are described on pages 6471 through 6875 of this Proxy Statement). The ~~sum of the~~ total annual incentive award opportunity for each participant was capped at 200% of their target annual incentive award.

~~2018~~2020 NEO Payouts Under the STIC

For a list of the actual payments made to our NEOs under the STIC in respect of ~~2018~~2020 performance, see the chart on page 6976 of this Proxy Statement.

~~2019 Proxy Statement~~ 73

~~COMPENSATION DISCUSSION AND ANALYSIS~~ ~~(continued)~~

~~2019~~2021 Short-Term Annual Incentive Plan Design and Targets

~~2019 Short-Term Annual Incentive~~2021 Plan Design ~~Under the STIC~~

As discussed on page 54 of this Proxy Statement, the Compensation Committee readjusted the relative weighting of the enterprise-level and division-level financial metrics used to determine the overall incentive funding for our division presidents under the 2019 STIC in order to enhance the alignment of performance incentives with the Company’s business strategy. The weighting assigned to the blend of enterprise- and division-level financial goals under the scorecards for our division presidents will be a mix of 17% enterprise and 68% division financials, in contrast to the equal weighting of enterprise and division financials under the 2018 STIC.

The metrics selected for the portion of the funding formula attributable to financial performance will continue to be a combination of enterprise- and division-level adjusted EBITA margin and adjusted revenue. Business-building metrics in the key strategic areas of customer, operations and people will each continue to account for 5% of scorecard funding, and plan funding and individual payouts will remain capped at 200% of target. There will also be no change to the proportion of incentive payments allocated to our executives based on the achievement of individual strategic goals.

The Compensation Committee ~~believes that these adjustments~~determined not to make any changes to the ~~relative weighting of~~incentive plan design or targets under the ~~balanced scorecard metrics reward performance in a manner designed to promote the Company’s business strategy and integrated operating model, which drives increased shareholder value.~~

~~2019~~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 ~~2019~~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. ~~For 2019, the Compensation Committee determined not to increase Mr. Peterson’s target annual incentive award amount.~~

As discussed beginning on page ~~59,~~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. ~~For 2019,~~

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 ~~increase~~make any increases to the target annual incentive award amounts for ~~Messrs. Steenbergen and Berisford and to increase~~Mr. Peterson or any of the ~~target annual incentive amount~~other NEOs for Mr. Matturri to maintain market alignment. Mr. Chinn is not eligible to participate in the 2019 STIC due to his resignation, effective January 2, 2019, and expected departure from the Company in March 2019.2021.

For a list of the ~~2019~~2021 NEO target annual incentive award amounts under the ~~2019~~2021 STIC, see the chart above on page 6976 of this Proxy Statement.

~~2019~~2021 Proxy Statement 81

COMPENSATION DISCUSSION AND ANALYSIS (continued)

Long-Term Incentive Plan

Snapshot: Long-Term Incentive Target Opportunities

Executive	2018 Long-Term Incentive Target			2019 Long-Term Incentive Target			Executive	2020 Long-Term Incentive Target			2021 Long-Term Incentive Target

D. Peterson (1)		$	6,820,000		$	8,000,000	D. Peterson		$	9,000,000		$	9,750,000

E. Steenbergen		$	2,275,000		$	2,500,000	E. Steenbergen		$	2,750,000		$	3,000,000

J. Berisford		$	1,500,000		$	1,500,000	J. Berisford		$	1,800,000		$	2,000,000

M. Chinn (2)		$	1,500,000			—	M. Cheung		$	1,750,000		$	2,500,000

A. Matturri		$	1,150,000		$	1,400,000	D. Draper (1)		$	1,750,000 (2)		$	1,750,000

(1)

Mr. Peterson’s 2018 Long-Term Incentive Target excludes a $2 million one-time, special RSU grant to Mr. Peterson on April 2, 2018, in recognition of Mr. Peterson’s superior individual performance and leadership, and the exceptional performance ofDraper joined the Company ~~in 2017. For more information on this grant, see page 77.~~as Chief Executive Officer, S&P Dow Jones Indices, effective June 15, 2020.

(2)

~~Due~~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 ~~his resignation, effective January 2, 2019,~~the terms of Mr. Draper’s offer letter. A complete description of Mr. Draper’s new hire compensation payments and ~~expected departure from the Company in March 2019, Mr. Chinn is not eligible to participate~~grants can be found in the ~~2019 Long-Term Incentive Plan.~~2020 compensation tables and accompanying footnotes beginning on page 91 of this Proxy Statement.

~~2018~~2020 Long-Term Incentive Plan Award Structures

[MISSING IMAGE: tm212525d1-fc_incentivepn.jpg]

~~2018~~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. ~~Matturri~~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 ~~2018~~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 ~~2019~~2021 Proxy Statement 75

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. ~~Matturri’s~~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. ~~Matturri’s~~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.

~~2018~~2020 Long-Term Incentive Plan Awards

~~2018~~2020 Long-Term Incentive Plan Award Goals

In ~~2018,~~2020, the Company continued to use an ICP Adjusted EPS growth goal for the ~~2018-2020~~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 ~~2018~~2020 PSU Awards for the ~~2018-2020~~2020-2022 performance period:

[MISSING IMAGE: tm212525d1-bc_psupaybw.jpg]

The following payout schedule was approved for the ~~2018~~2020 Long-Term Cash Awards for the S&P Dow Jones Indices ~~2018-2020~~2020-2022 performance period:

[MISSING IMAGE: tm212525d1-bc_djipaybw.jpg]

Any payments under the ~~2018~~2020 PSU and S&P Dow Jones Indices Long-Term Cash Awards will be made during the first quarter of ~~2021,~~2023, based on the achievement through the ~~2018-2020~~2020-2022 performance period.

~~2018~~2020 Long-Term Incentive Plan Award Grants

For detailed information concerning each grant made to the NEOs in ~~2018,~~2020, see the ~~2018~~2020 Grants of Plan-Based Awards Table beginning on page 8894 of this Proxy Statement.

~~2019~~2021 Proxy Statement 83

COMPENSATION DISCUSSION AND ANALYSIS (continued)

~~2016~~2018 Long-Term Incentive Plan Award Achievement

~~2016-2018~~2018-2020 PSU Achievement

Our ~~2016~~2018 PSU award for the ~~2016-2018~~ performance period 2018-2020 was based on the achievement of the following ICP Adjusted EPS growth goal during the cycle:

[MISSING IMAGE: tm212525d1-bc_psucagrbw.jpg]

The cumulative compound ICP Adjusted EPS growth during the cycle was ~~18.1%.~~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 ~~2016~~2018 PSU award was earned at ~~177%~~143% of target.

~~2016-2018 S&P Dow Jones Indices Long-Term Cash Award Achievement~~

60% of Mr. Matturri’s 2016 long-term incentive award for the performance period 2016-2018 was in the form of long-term cash (with the remaining 40% in the form of a mix of 70% PSUs and 30% RSUs, as described above), which long-term cash was earned based on the achievement of the following cumulative Division ICP Adjusted EBITA growth goal during the cycle:

During the cycle, cumulative Division ICP Adjusted EBITA growth was 12.7%. Based on this achievement, the long-term cash award for S&P Dow Jones Indices performance was earned at 200% of target. For detail on Mr. Matturri’s actual payout, see footnote 3 to the Summary Compensation table on page 85.

~~2019~~2021 Long-Term Incentive Award Design and Targets

~~2019~~2021 Long-Term Incentive Plan Award Design

The Compensation Committee approved an EPS growth metric over a three-year performance cycle for the ~~2019~~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. ~~Matturri’s 2019~~Draper’s 2021 long-term award.

~~2019~~2021 Long-Term Incentive Target Determination

Our Compensation Committee independently evaluates the performance of the CEO and establishes the CEO’s ~~2019~~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 ~~2019,~~2021, the Compensation Committee determined that Mr. Peterson’s long-term incentive target amount should be increased from ~~$6,820,000~~$9,000,000 to ~~$8,000,000~~$9,750,000 to maintain competitive market ~~alignment.~~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 ~~59,~~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 ~~2019,~~2021, the Compensation Committee ~~determined not~~approved increases to ~~increase~~ the target long-term incentive ~~amount~~award amounts for ~~Mr.~~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 ~~long-term target incentive amounts~~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 ~~Messrs. Steenbergen~~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 ~~Matturri~~continues to ~~maintain market alignment.~~drive growth as division President of S&P Market Intelligence prior to the closing.

84 ~~2019~~2021 Proxy Statement 77

COMPENSATION DISCUSSION AND ANALYSIS (continued)

•

Mr. ~~Chinn is not eligible~~Berisford’s long-term incentive target amount increased from $1,800,000 to ~~participate~~$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 ~~2019 Long-Term Incentive Plan due~~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 ~~resignation, effective January 2, 2019,~~target long-term incentive value relative to the Company’s Proxy Peer Group. This increase rewards Mr. Steenbergen’s demonstrated leadership and ~~expected departure from~~success achieving strong performance results and key strategic initiatives in 2020, despite the ~~Company in March 2019.~~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 ~~2019~~2021 NEO targets under the ~~2019~~2021 Long-Term Incentive Plan, see the chart above on page 7582 of this Proxy Statement.

~~One-Time, Special Long-Term Incentive Grant~~

In January 2018, in recognition of Mr. Peterson’s superior individual performance and leadership, and the exceptional performance of the Company in 2017, the Committee approved a one-time, special incentive award with a grant date value of $2 million, in the form of restricted stock units. The award cliff-vests after three years and was granted on April 2, 2018.

The Compensation Committee determined to pay the special incentive award in the form of restricted stock units, subject to ongoing, continuous service for the three-year period following grant, rather than increasing Mr. Peterson’s overall target compensation. The value of the award ultimately realized by Mr. Peterson depends on stockholder value creation, as measured by the three year performance of our stock price, which further aligns his compensation with the Company’s longer-term performance and shareholder interests.

~~For detailed information concerning this grant, see the 2018 Grants of Plan-Based Awards Table beginning on page 88 of this Proxy Statement.~~

Benefits and Perquisites

Health and Welfare Benefits

The Company provides a ~~uniform~~ 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~~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 ~~fully funded~~was amended, effective January 2020, to change the benefit funding from 100% self-insured by the Company ~~equal~~ to ~~50% of~~approximately 80% fully-insured through Lincoln Financial (the “Insurer”), with the ~~executive’s~~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 ~~earnings, as defined in the Plan, less other Company-paid benefits and Social Security benefit payments.~~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,~~plan. We also believe each perquisite confers a benefit to ~~enable them~~the Company, by enabling our NEOs to conduct Company business more effectively and ~~to allow~~place greater focus on the demands of their positions. ~~These~~Special benefits or perquisites ~~such as~~ 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, ~~annual executive physical exams, a~~ 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 ~~other~~ 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. For additional information on our perquisites and other benefits, see the Summary Compensation Table beginning on page 85 of this Proxy Statement, which includes the incremental cost to the Company for providing these benefits.

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.

78 ~~2019~~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.

~~COMPENSATION DISCUSSION AND ANALYSIS~~ ~~(continued)~~

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 96102 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 ~~Messrs.~~Mr. Berisford and ~~Matturri~~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. ~~In 2018,~~The Company also launched a special charitable campaign during the ~~Company elected to double~~month of December 2020, during which the ~~corporate matched contribution for charitable contributions made during certain periods of the year to a~~maximum corporate match ~~of up~~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 ~~2019~~2021 Proxy Statement 79

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 promote employee loyalty,~~ 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 96102 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 96102 through ~~100~~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 ~~the NEO’s~~their annual cash incentive award and certain outstanding equity awards. For details, see pages 98104 through ~~100~~106 of this Proxy Statement.

	PAY ELEMENTS				TREATMENT OF OUTSTANDING INCENTIVE AWARDS UPON CHANGE-IN-CONTROL (“CIC”)

	Short-Term Incentive Awards				• Payments are made pro-rata based on the average of the three prior ~~years’ payments.~~years.

	RSU Awards				• Double-trigger ~~treatment:~~treatment ~~Awards~~: awards do not vest upon the CIC but are generally converted into RSUs of the surviving company (assuming the successor company assumes the awards).

	PSU Awards				• Double-trigger ~~treatment:~~treatment: Awards do not vest upon the CIC but are generally converted into time-vesting RSUs of the surviving company’s stock (assuming the successor company assumes the awards) with the number of underlying shares based on ICP Adjusted EPS goals deemed to be fully achieved at target, if less than 50% of the performance period has been completed, or based on actual performance, if 50% or more of the performance period has been completed upon the CIC. • Delivery of shares in respect of converted RSUs will generally occur in the year following the end of the applicable performance period.

	Stock Options				• Double-trigger ~~treatment:~~treatment ~~Awards~~: Legacy awards do not vest upon the CIC and are generally converted into options of the surviving company (assuming the successor company assumes the awards).

	Long-Term Cash Awards				• The Board, at its discretion, may modify or waive the applicable performance measures, performance period, or cash awards. • Under no circumstances will the timing of the award payment date be accelerated.

80 ~~2019 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~ ~~(continued)~~

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 97103 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.

~~The~~As one means of achieving this objective, the Company has formal stock ownership guidelines in place for senior executives, ~~set at six times (6x)~~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, ~~for the CEO and three times (3x) base salary for the other NEOs. These guidelines~~as follows:

Position	Minimum Ownership Requirement (Multiple of Base Salary)

CEO		7x
CFO	4x
NEOs and Other Covered Executives		3x

Covered executives are aligned with competitive information on executive stock ownership guidelines. The ownership guidelines will be reduced by one-half for executives covered by these guidelines beginning at age 62. This reduction is intendedrequired to ~~permit individuals to begin an orderly process of stock sales to provide for diversification as the executives covered by these guidelines get closer to the Company’s normal retirement age of 65.~~

~~Until the guidelines for ownership levels are attained, senior executives must~~ retain 100% of their net ~~profit~~ shares ~~realized~~ from ~~the exercise of stock options,~~ the payment of PSU and RSU awards and the ~~vesting~~exercise of ~~any restricted~~ stock ~~awards. In~~options until the ~~event of financial hardship, the~~minimum ownership ~~guidelines may be waived or suspended in the discretion of~~requirement is met and cannot sell below their minimum ownership requirement, unless the Compensation Committee ~~until~~grants an exception based on the ~~hardship no longer applies. Upon attainment of the guidelines for ownership levels, senior executives must continue~~executive’s circumstances. In addition to ~~retain 50% of any future net profit~~ shares acquired from stock option exercises for six months. Further, the CEO and his direct reports who are under the purview of the Compensation Committee are subject to this six-month holding period following voluntary termination of employment, including retirement. Once the required number of shares is attained, future salary increases and changes in stock price will no longer have an impact, unlessheld outright by the executive ~~is promoted to a higher guideline~~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 ~~level.~~requirement.

The Compensation Committee ~~applies~~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 ~~share-counting principles to determine~~consultation with independent experts at Aon Hewitt engaged by Company management and the ~~share ownership level of covered executives under the guidelines:~~Committee’s external consultant, Pay Governance.

	~~SHARES THAT COUNT~~				~~SHARES THAT DO NOT COUNT~~
	• ~~100% of the shares directly owned~~ • ~~50% of outstanding vested and unvested RSUs~~ • ~~50% of unvested restricted shares~~ • ~~50% of PSUs for which attainment of the performance criteria has already been determined~~				~~• Unexercised options (whether or not vested)~~ ~~• PSUs for which the performance cycle is ongoing~~

As of January 1, ~~2019,~~2021, all of the NEOs were compliant with the ~~Executive Stock Ownership Guidelines~~guidelines and ~~own~~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 ~~guideline multiples.~~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 ~~2019,~~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~~risk taking and determined that the Company’s compensation plans, programs and policies do not present a material risk of causing

~~2019 Proxy Statement~~ 81

~~COMPENSATION DISCUSSION AND ANALYSIS~~ ~~(continued)~~

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.

~~2019~~2021 Proxy Statement 89

COMPENSATION DISCUSSION AND ANALYSIS (continued)

~~Insider Trading Policy~~

Under the Company’s Insider Trading Policy, no shares of Company stock owned by Directors, officers and other designated employees may be pledged as security for a loan. Further, the policy continues to provide that Directors, officers and other designated employees are prohibited without exception from engaging in hedging transactions related to Company stock, such as puts, calls, swaps, collars and other arrangements intended to hedge exposure to Company stock or provide protection against declines in the value of Company stock.

Employment Agreements

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

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation paid to a public company’s chief executive officer and other named executive officers (excluding the company’s principal financial officer for tax years prior to 2018) to $1 million during any fiscal year.

Prior to 2018, this $1 million deduction limit did not apply to compensation that qualified as “performance-based.” However, the Tax Cuts and Jobs Act eliminated the exemption for performance-based compensation for tax years beginning after 2017, except for providing transition relief for compensation paid pursuant to certain “grandfathered” arrangements in effect on November 2, 2017, and expanded the group of current and former executives covered by the $1 million deduction limit under Section 162(m).

Before the enactment of the changes to the tax law described above, annual cash incentive awards and long-term equity compensation granted under our shareholder approved Key Executive Short-Term Incentive Compensation Plan and 2002 Stock Incentive Plan were structured to qualify for the performance-based compensation exception and intended to be fully tax deductible. Due to limitations to the scope of transition relief, certain of our earlier, outstanding awards granted under the Key Executive Short-Term Incentive Compensation Plan or the 2002 Stock Incentive Plan, including PSUs, may not satisfy the requirements for exemption from the $1 million deduction limit. The Compensation Committee further expects that any future compensation to certain current and former executive officers in excess of $1 million during any one fiscal year will not be tax deductible by the Company.

Although the Compensation Committee generally sought to maximize the tax deductibility of executive compensation, the Committee believes that the primary purpose of the Company’s compensation program is to advance the Company’s business strategy and the long-term interests of our shareholders, which are best served by retaining flexibility in structuring the Company’s compensation programs. Since the performance-based compensation exception is no longer available, the Company will no longer include Section 162(m)-specific limitations or provisions in our incentive plans or request shareholder approval of performance conditions for Section 162(m) purposes; however, the Compensation Committee remains committed to linking executive pay to performance and does not expect the changes to Section 162(m) to significantly alter the performance-driven design of our compensation programs going forward.

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.

~~2019 Proxy Statement~~ 83

~~COMPENSATION DISCUSSION AND ANALYSIS~~ ~~(continued)~~

Compensation Committee Report

The Compensation ~~and Leadership Development~~ Committee has reviewed and discussed with Company management the Compensation Discussion and Analysis found on pages 5056 through 8490 of this Proxy Statement and, based on this review and discussion, the Compensation ~~and Leadership Development~~ 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

8490 ~~2019~~2021 Proxy Statement

~~EXECUTIVE COMPENSATION TABLES~~Executive Compensation Tables

~~2018~~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 ~~2018, 2017~~2020, 2019 and ~~2016:~~2018:

Name and Principal Position	Year		Salary ($)			Bonus ($) (1)			Stock Awards ($) (2)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($) (3)			Change in Pension Value ($) (4)			All Other Compensation ($) (5)			Total ($)				Name and Principal Position	Year			Salary ($)			Bonus ($) (1)			Stock Awards ($) (2)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($) (3)			Change in Pension Value ($) (4)			All Other Compensation ($) (5)				Total ($)
																										Douglas L. Peterson President and Chief Executive Officer			2020		$	1,000,000			—		$	9,000,000			—		$	4,615,000			—		$	462,269			$	15,077,269
Douglas L. Peterson President and Chief Executive Officer		2018		$	1,000,000			—		$	8,820,000		—		$	2,047,000			—		$	493,845		$	12,360,845					2019		$	1,000,000			—		$	8,000,000			—		$	2,783,000			—		$	369,512			$	12,152,512
		2017		$	1,000,000			—		$	6,000,000		—		$	3,240,000			—		$	479,216		$	10,719,216					2018		$	1,000,000			—		$	8,820,000			—		$	2,047,000			—		$	493,845			$	12,360,845
		2016		$	1,000,000			—		$	4,800,000		—		$	2,890,000			—		$	355,769		$	9,045,769		Ewout L. Steenbergen EVP, Chief Financial Officer			2020		$	825,000		$	350,000		$	2,750,000			—		$	1,725,000			—		$	266,362			$	5,916,362
Ewout L. Steenbergen EVP, Chief Financial Officer		2018		$	806,250			—		$	2,275,000		—		$	975,000			—		$	311,098		$	4,367,348					2019		$	825,000			—		$	2,500,000			—		$	1,350,000			—		$	222,492			$	4,897,492
		2017		$	750,000			—		$	1,800,000		—		$	1,950,000			—		$	63,041		$	4,563,041					2018		$	806,250			—		$	2,275,000			—		$	975,000			—		$	311,098			$	4,367,348
		2016		$	99,432		$	1,500,000		$	4,250,000		—		$	0			—		$	2,100		$	5,851,532		John L. Berisford President, S&P Global Ratings			2020		$	643,750			—		$	1,800,000			—		$	1,570,000		$	16,919		$	218,455			$	4,249,124
John L. Berisford President, S&P Global Ratings		2018		$	618,750			—		$	1,500,000		—		$	541,500		$	0		$	240,466		$	2,900,716					2019		$	625,000			—		$	1,500,000			—		$	1,110,000		$	9,121		$	169,844	��		$	3,413,965
		2017		$	600,000			—		$	1,300,000		—		$	1,300,000		$	4,833		$	180,138		$	3,384,971					2018		$	618,750			—		$	1,500,000			—		$	541,500		$	0		$	240,466			$	2,900,716
		2016		$	600,000			—		$	1,000,000		—		$	830,000		$	3,325		$	129,093		$	2,562,418		Martina Cheung President, S&P Global Market Intelligence			2020		$	625,000		$	750,000		$	1,750,000			—		$	1,570,000		$	7,002		$	199,747			$	4,901,749
Michael A. Chinn President, S&P Global Market Intelligence and EVP, Data and Technology Innovation, S&P Global		2018		$	606,250			—		$	1,500,000		—		$	718,500			—		$	217,098		$	3,041,848		Martina Cheung President, S&P Global Market Intelligence			2019		$	549,527			—		$	1,125,000			—		$	910,000		$	10,816		$	103,720			$	2,699,063
		2017		$	537,500			—		$	1,050,000		—		$	1,300,000			—		$	100,945		$	2,988,445		Daniel E. Draper Chief Executive Officer, S&P Dow Jones Indices			2020		$	354,546		$	750,000		$	3,025,000			—		$	1,000,000		$	0		$	22,444			$	5,151,990
		2016		$	505,769			—		$	750,000		—		$	750,000			—		$	3,000		$	2,008,769
Alex J. Matturri Chief Executive Officer, S&P Dow Jones Indices		2018		$	606,250			—		$	460,000		—		$	2,044,000		$	0		$	197,523		$	3,307,773
		2017		$	537,500			—		$	400,000		—		$	1,788,000		$	36,080		$	151,657		$	2,913,237
		2016		$	493,750			—		$	320,000		—		$	1,958,000		$	85,527		$	131,176		$	2,988,453

(1)

For Mr. Steenbergen and Ms. Cheung, this amount reflects the payment of ~~(i)~~ a ~~$500,000~~one-time, special transaction bonus in December 2020 in recognition of their leadership and significant additional time commitment, while also maintaining focus on their regular management responsibilities, in connection with the negotiation and signing of the Merger Agreement with IHS Markit. For Mr. Draper, this amount reflects the payment of the first two of three installments of a one-time signing bonus, totaling $1,250,000, in consideration of the compensation from his prior employer that was forfeited when he was hired by the Company in ~~2016,~~2020, subject to 100% repayment upon a voluntary separation from the Company within 12 months ~~after his hire, and (ii) a guaranteed bonus~~ of ~~$1,000,000, as~~ Mr. ~~Steenbergen did not receive a 2016 short-term incentive award due to the timing of his hire.~~Draper’s start date.

(2)

The amounts reported in this column reflect the aggregate grant date fair value of the equity awards granted to the named executive officers in the relevant year, which may include performance share units (“PSUs”), and restricted stock units (“RSUs”) ~~and restricted stock awards,~~, as applicable, granted under the Company’s 2019 Stock Incentive Plan, for awards granted after May 2019, and the Company’s 2002 Stock Incentive ~~Plan.~~Plan, for awards granted before May 2019. The assumptions used to calculate the awards were in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Stock Compensation, as disclosed in Footnote 8 to the Consolidated Financial Statements, which appears in the Company’s Form 10-K for the ~~2018~~2020 year filed with the SEC on February ~~13, 2019.~~9, 2021. The amounts for the PSUs granted in ~~2018~~2020 were calculated based on the probable outcome of performance conditions as of the grant date computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures.

~~2019~~2021 Proxy Statement 8591

~~EXECUTIVE COMPENSATION TABLES~~Executive Compensation Tables (continued)

The maximum values for the ~~2018~~2020 and ~~2017~~2019 PSUs as of the grant date are as follows:

Executive	2018			2017			Executive	2019			2020

D. Peterson		$	9,548,000		$	8,400,000	D. Peterson		$	11,200,000		$	12,600,000

E. Steenbergen		$	3,185,000		$	2,520,000	E. Steenbergen		$	3,500,000		$	3,850,000

J. Berisford		$	2,100,000		$	1,820,000	J. Berisford		$	2,100,000		$	2,520,000

M. Chinn		$	2,100,000		$	1,470,000	M. Cheung		$	1,575,000		$	2,450,000

A. Matturri		$	644,000		$	560,000	D. Draper			N/A		$	980,000

The dollar amounts listed do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our named executive officers. These awards are further described on pages 8894 through 8995 of this Proxy Statement.

(3)

The amounts reported in this column represent the cash incentive awards paid under the Company’s Key Executive Short-Term Incentive Compensation Plan to all of our named executive officers. ~~The amount reported for Mr. Matturri also includes the $960,000 payment relating to the 2016 S&P Dow Jones Indices Long-Term Cash Incentive Compensation Plan, which vested on December 31, 2018.~~ For additional information regarding these cash incentive awards, see pages 7576 through 7881 of the Compensation Discussion and Analysis included in this Proxy Statement.

(4)

The amounts reported in this column include benefits under the Employee Retirement Plan of S&P Global Inc. and its Subsidiaries (“ERP”) and the S&P Global Inc. Employee Retirement Plan Supplement (“ERPS”), which are described on pages 91 ~~and~~ 9297 through 98 of this Proxy Statement. The ~~2018~~2020 present value of accumulated benefits ~~decreased~~increased from the ~~2017~~2019 present values by ~~$2,986~~$16,919 for Mr. Berisford and ~~$18,308~~$7,002 for ~~Mr. Matturri.~~Ms. Cheung. Messrs. Peterson, Steenbergen and ~~Chinn~~Draper are not participants in the ERP and ERPS ~~plans~~ since they did not meet the eligibility requirements on April 1, 2012, when participation in the plans was frozen. These amounts are disclosed in the Pension Benefits Table beginning on page 9197 of this Proxy Statement.

(5)

The amounts shown in this column include the items described below:

The Company made contributions under ~~The~~the 401(k) Savings and Profit Sharing Plan of S&P Global Inc. and its Subsidiaries and the S&P Global Inc. 401(k) Savings and Profit Sharing Plan Supplement as follows:

Name	401(k) Savings and Profit Sharing Plan ($)			401(k) Savings and Profit Sharing Plan Supplement ($)			Name	401(k) Savings and Profit Sharing Plan ($)			401(k) Savings and Profit Sharing Plan Supplement ($)

D. Peterson		$	27,040		$	436,150	D. Peterson		$	27,908		$	384,780

E. Steenbergen		$	27,040		$	272,938	E. Steenbergen		$	27,908		$	207,900

J. Berisford		$	27,040		$	180,813	J. Berisford		$	27,908		$	161,563

M. Chinn		$	27,040		$	179,438	M. Cheung		$	27,908		$	137,500

A. Matturri		$	27,040		$	168,438	D. Draper		$	0		$	0

•

The amount for Mr. Peterson includes the aggregate incremental cost to the Company associated with Mr. Peterson’s personal use of a Company car. The aggregate incremental cost to the Company was determined by multiplying the fuel and depreciation costs incurred by the Company in operating its Company-owned car by a fraction, the numerator of which was the total number of personal miles driven by Mr. Peterson in ~~2018~~2020 and the denominator of which was the total number of miles that the Company owned car was driven in ~~2018.~~2020. The aggregate incremental cost to the Company does not include fixed costs that would be incurred regardless of Mr. Peterson’s personal use of the Company-owned car (e.g., insurance premiums and driver salaries). Additionally, the amount for Mr. Peterson includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, an annual executive physical exam paid for by the Company, ~~the~~a charitable contribution made by the Company in Mr. Peterson’s name under the S&P Global Matching Gift Program and Company-paid life insurance premiums. The amount also includes a Company-made ~~contribution~~contributions through the S&P Global PAC charitable matching program.

8692 ~~2019~~2021 Proxy Statement

~~EXECUTIVE COMPENSATION TABLES~~Executive Compensation Tables (continued)

•

The amount for Mr. Steenbergen includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, a charitable contribution made by the Company in Mr. Steenbergen’s name under the S&P Global Matching Gift Program, a Company-made contribution through the S&P Global PAC charitable matching program and Company-paid life insurance premiums.

•

The amount for Mr. Berisford includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, overnight accommodations in the New York metropolitan area in connection with certain business events, a charitable contribution made by the Company in Mr. Berisford’s name under the S&P Global Matching Gift Program and Company-paid life insurance premiums.

•

The amount for ~~Mr. Chinn~~Ms. Cheung includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, a charitable contribution made by the Company in Ms. Cheung’s name under the S&P Global Matching Gift Program, a Company-made contribution through the S&P Global PAC charitable matching program and Company-paid life insurance premiums.

•

The amount for Mr. ~~Matturri~~Draper includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, an annual executive physical exam paid for by the Company, a charitable contribution made by the Company in Mr. Draper’s name under the S&P Global Matching Gift Program, and Company-paid life insurance premiums.

~~2019~~2021 Proxy Statement 8793

~~EXECUTIVE COMPENSATION TABLES~~Executive Compensation Tables (continued)

~~2018~~2020 Grants of Plan-Based Awards Table

The following table contains information concerning each grant of an award made to the named executive officers in ~~2018:~~2020:

Name	Grant Date (mm/dd/yyyy)		Date Approved by Compensation and Leadership Development Committee (mm/dd/yyyy)		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (1)(2)				All Other Stock Awards: Number of Shares of Stock or Units (#) (3)		All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/SH)	Grant Date Fair Value of Stock and Option Awards ($) (4)			Name	Grant Date (mm/dd/yyyy)		Date Approved by Compensation and Leadership Development Committee (mm/dd/yyyy)		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (1)(2)				All Other Stock Awards: Number of Shares of Stock or Units (#) (3)		All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/SH)	Grant Date Fair Value of Stock and Option Awards ($) (4)
Name	Grant Date (mm/dd/yyyy)				Target ($)			Maximum ($)			Target (#)		Maximum (#)					Exercise or Base Price of Option Awards ($/SH)	Grant Date Fair Value of Stock and Option Awards ($) (4)			Name	Grant Date (mm/dd/yyyy)				Target ($)			Maximum ($)			Target (#)		Maximum (#)					Exercise or Base Price of Option Awards ($/SH)	Grant Date Fair Value of Stock and Option Awards ($) (4)
D. Peterson		4/2/2018		2/27/2018		$	2,300,000		$	4,600,000		25,580		51,160						$	4,774,000	D. Peterson		4/1/2020		3/3/2020		$	3,250,000		$	6,500,000		26,885		53,770						$	6,300,000
		4/2/2018		2/27/2018												10,963				$	2,046,000	D. Peterson		4/1/2020		3/3/2020												11,522				$	2,700,000
		4/2/2018		2/27/2018												10,716				$	2,000,000(5)	E. Steenbergen		4/1/2020		3/3/2020		$	1,150,000		$	2,300,000		8,215		16,430						$	1,925,000
E. Steenbergen		4/2/2018		2/27/2018		$	1,150,000		$	2,300,000		8,533		17,066						$	1,592,500	E. Steenbergen		4/1/2020		3/3/2020												3,521				$	825,000
E. Steenbergen		4/2/2018		2/27/2018												3,657				$	682,500	J. Berisford		4/1/2020		3/3/2020		$	1,000,000		$	2,000,000		5,377		10,754						$	1,260,000
J. Berisford		4/2/2018		2/27/2018		$	900,000		$	1,800,000		5,626		11,252						$	1,050,000	J. Berisford		4/1/2020		3/3/2020												2,304				$	540,000
J. Berisford		4/2/2018		2/27/2018												2,411				$	450,000	M. Cheung		4/1/2020		3/3/2020		$	1,000,000		$	2,000,000		5,228		10,456						$	1,225,000
M. Chinn		4/2/2018		2/27/2018		$	900,000		$	1,800,000		5,626		11,252						$	1,050,000	M. Cheung		4/1/2020		3/3/2020												2,240				$	525,000
M. Chinn		4/2/2018		2/27/2018												2,411				$	450,000	D. Draper		7/1/2020		5/12/2020		$	1,000,000		$	2,000,000		1,465		2,930						$	490,000
A. Matturri		4/2/2018		2/27/2018		$	875,000		$	1,750,000		1,725		3,450						$	322,000			7/1/2020		5/12/2020												4,439				$	1,485,000
		4/2/2018		2/27/2018												739				$	138,000			7/1/2020		5/12/2020		$	1,050,000		$	2,100,000
		4/2/2018		2/27/2018		$	690,000		$	1,380,000

(1)

Non-equity and equity incentive plan awards do not have minimum threshold amounts. Consequently, no threshold amounts are listed. The non-equity incentive plan awards reflect target and maximum payouts with respect to the ~~2018~~2020 Key Executive Short-Term Incentive Compensation Plan, which is discussed on page 7076 of this Proxy Statement.

(2)

Reflects annual PSUs granted under the Company’s ~~2002~~2019 Stock Incentive Plan, which are discussed on page 8995 of this Proxy Statement. Annual PSU awards were granted on April ~~2, 2018.~~1, 2020. For vesting terms, see Footnote 3 to the Outstanding Equity Awards at ~~2018~~2020 Fiscal Year-End Table below.

(3)

Reflects annual RSUs granted under the Company’s ~~2002~~2019 Stock Incentive Plan, which are discussed on page 8995 of this Proxy Statement. Annual RSU awards were granted on April ~~2, 2018.~~1, 2020. For vesting terms, see Footnote 1 to the Outstanding Equity Awards at ~~2018~~2020 Fiscal Year-End Table below.

(4)

The amounts in this column for the PSU and RSU awards reflect their aggregate grant date fair values, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The amounts in this column for the PSUs were calculated based on the probable outcome of the performance condition as of the grant date in accordance with FASB ASC Topic 718. For the values of these PSUs, assuming attainment of the maximum level of performance, see Footnote 2 to the ~~2018~~2020 Summary Compensation Table on pages 8591 through 8793 of this Proxy Statement. The actual value, if any, realized by each named executive officer for these PSU and RSU awards is a function of the value of the shares if and when they vest. For additional information on how we account for stock-based compensation, see Footnote 8 to the Consolidated Financial Statements, which appears in the Company’s Form 10-K filed with the SEC on February ~~13, 2019.~~

~~(5)~~

Reflects Mr. Peterson’s $2 million one-time, special RSU grant in recognition of his superior individual performance and leadership, and the exceptional performance of the Company in 2017. For more information on this grant, see page 77 of this Proxy Statement.9, 2021.

8894 ~~2019~~2021 Proxy Statement

~~EXECUTIVE COMPENSATION TABLES~~Executive Compensation Tables (continued)

Outstanding Equity Awards at ~~2018~~2020 Fiscal Year-End Table

The following table contains information concerning unexercised options, stock that has not vested, and other equity incentive plan awards outstanding on December 31, ~~2018~~2020 for each of the named executive officers:

Name	Option Awards									Stock Awards										Name	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)			Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)			Option Expiration Date (mm/dd/yyyy)		Number of Shares or Units of Stock That Have Not Vested (#) (1)		Market Value of Shares or Units of Stock That Have Not Vested ($) (2)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)			Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)			Option Expiration Date (mm/dd/yyyy)		Number of Shares or Units of Stock That Have Not Vested (#) (1)		Market Value of Shares or Units of Stock That Have Not Vested ($) (2)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
D. Peterson		51,304				$	77.81		3/31/2024											D. Peterson		51,304			$	77.81		3/31/2024
D. Peterson											22,793		$	3,873,442		116,100		$	19,730,034	D. Peterson										22,269		$	7,320,488		106,376		$	34,968,982
E. Steenbergen											10,449		$	1,775,703		36,548		$	6,210,967	E. Steenbergen										3,557		$	1,169,293		32,870		$	10,805,355
J. Berisford											2,640		$	448,642		25,322		$	4,303,221	J. Berisford										2,262		$	743,587		20,618		$	6,777,755
M. Chinn											2,442		$	414,993		22,618		$	3,843,703	M. Cheung										2,040		$	670,609		17,854		$	5,869,145
A. Matturri		5,372				$	21.95		3/31/2019											D. Draper										4,232		$	1,391,185		2,930		$	963,179
		2,014				$	24.23		9/30/2019
		5,104	��			$	33.98		3/31/2020
		5,560				$	37.41		3/31/2021
											811		$	137,821		7,778		$	1,321,793

(1)

Represents ~~unvested restricted stock and~~ RSU awards which are not performance-based. These awards vest as follows: for Mr. Peterson, ~~8,350~~7,635 shares vest on December 31, ~~2019, 3,727~~2021, 3,918 shares vest on December 31, ~~2020~~2022 and 10,716 shares vest on April 2, 2021; for Mr. Steenbergen, ~~6,580 shares vest on December 1, 2019, 2,626~~2,358 shares vest on December 31, ~~2019~~2021 and ~~1,243~~1,199 shares vest on December 31, ~~2020;~~2022; for Mr. Berisford, ~~1,821~~1,478 shares vest on December 31, ~~2019~~2021 and ~~819~~784 shares vest on December 31, ~~2020;~~2022; for ~~Mr. Chinn, 1,623~~Ms. Cheung, 1,278 shares vest on December 31, ~~2019~~2021 and ~~819~~762 shares vest on December 31, ~~2020;~~2022; and for Mr. ~~Matturri, 560~~Draper, 207 shares vest on December 31, ~~2019 and 251~~2021, 214 shares vest on December 31, ~~2020.~~2022, 1,257 shares vest on July 1, 2021, 1,257 shares vest on July 1, 2022, and 1,297 shares vest on July 1, 2023.

(2)

Value based on closing price on December 31, ~~2018~~2020 of ~~$169.94.~~$328.73. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our named executive officers. Based on Company performance through December 31, ~~2018~~2020 and, in accordance with SEC rules, the number of PSUs reflected in the table represents the maximum number of PSUs granted in ~~2017~~2019 and ~~2018~~2020 under the Company’s 2002 Stock Incentive Plan and the 2019 Stock Incentive Plan, respectively, that are realizable in connection with the achievement of pre-established performance targets over the applicable performance periods. The actual number of PSUs, if any, that will vest will be based on the level of achievement of the applicable performance goal as of the actual end of the applicable performance period. For more on the terms of awards granted in ~~2018,~~2020, see pages 7582 and 7683 of the Compensation Discussion and Analysis included in this Proxy Statement.

(3)

Includes: (i) PSUs granted in ~~2018~~2020 that are scheduled to vest at the end of a three-year performance period (January 1, ~~2018~~2020 — December 31, ~~2020)~~2022) and to pay out by March ~~2021,~~2023, with payment ranging up to a maximum of 200% of the target shares based on the achievement of a compound annual ICP Adjusted diluted earnings per share growth goal; and (ii) PSUs granted in ~~2017~~2019 that are scheduled to vest at the end of a three-year performance period (January 1, ~~2017—~~2019 — December 31, ~~2019)~~2021) and to pay out by March ~~2020,~~2022, with payment ranging up to a maximum of 200% of the target shares based on the achievement of a compound annual ICP Adjusted diluted earnings per share growth goal.

~~2019~~2021 Proxy Statement 8995

~~EXECUTIVE COMPENSATION TABLES~~Executive Compensation Tables (continued)

Option Exercises and Stock Vested in ~~2018~~2020 Table

The following table contains information concerning each exercise of stock options and each vesting of PSUs and restricted stock awards during ~~2018~~2020 (including PSUs and RSUs that vested on December 31, ~~2018,~~2020 but did not settle until early ~~2019)~~2021) for each of the named executive officers:

Name	Option Awards					Stock Awards					Name	Option Awards					Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($) (1)			Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (2)			Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($) (1)			Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (2)
D. Peterson		—			—		82,602		$	15,926,445	D. Peterson		—			—		47,828		$	15,876,629
E. Steenbergen		—			—		39,421		$	7,742,149	E. Steenbergen		—			—		15,769		$	5,235,177
J. Berisford		3,707		$	423,878		17,289		$	3,331,563	J. Berisford		—			—		10,322		$	3,427,080
M. Chinn		—			—		13,224		$	2,542,436	M. Cheung		3,465		$	992,568		3,626		$	1,201,005
A. Matturri		—			—		5,510		$	1,062,333	D. Draper							207		$	68,047

(1)

Represents the amount realized based on the difference between the closing price of the Company’s common stock on the date of exercise and the grant price.

(2)

Represents the amounts realized based on the closing price of the Company’s common stock on the applicable valuation date.

9096 ~~2019~~2021 Proxy Statement

~~EXECUTIVE COMPENSATION TABLES~~Executive Compensation Tables (continued)

Pension Benefits

~~2018~~2020 Pension Benefits Table

The following table contains information with respect to each Plan of the Company that provides for payments or other benefits to the named executive officers at, following or in connection with retirement:

Name	Plan Name	Number of Years of Credited Service (#)		Present Value of Accumulated Benefit ($) (1)(2)			Name	Plan Name	Number of Years of Credited Service (#)		Present Value of Accumulated Benefit ($) (1)(2)
							D. Peterson	ERP		—		$	—
D. Peterson	ERP		—			—		ERPS		—		$	—
	ERPS		—			—		Total				$	—
	Total					—	E. Steenbergen	ERP		—		$	—
E. Steenbergen	ERP		—			—		ERPS		—		$	—
	ERPS		—			—		Total				$	—
	Total					—	J. Berisford	ERP		0		$	36,495
J. Berisford	ERP		0		$	21,650		ERPS		0		$	26,635
	ERPS		0		$	15,440		Total				$	63,130
	Total				$	37,090	M. Cheung	ERP		1		$	34,602
M. Chinn	ERP		—			—		ERPS		1		$	0
	ERPS		—			—		Total				$	34,602
	Total					—	D. Draper	ERP		—		$	—
A. Matturri	ERP		4		$	147,498		ERPS		—		$	—
	ERPS		4		$	223,032		Total				$	—
	Total				$	370,530

(1)

The benefit amounts shown in the table are actuarial present values of the benefits accumulated through December 31, ~~2018,~~2020, as described below. The actuarial present value is calculated by estimating the expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount which, if invested today at an assumed discount rate of ~~4.40%~~2.75% for the ERP and ~~4.37%~~2.57% for the ERPS, would be sufficient on an average basis to provide the estimated future payments based on the benefit currently accrued. The assumed retirement age for each named executive officer is the earliest age at which the executive could retire without any benefit reduction due to age. The actual benefit present values will vary from these estimates depending on many factors, including an executive’s actual retirement age.

(2)

As discussed further on page 9298 of this Proxy Statement, on April 1, 2012 the Company “froze” the ERP and ERPS to new participants and future accruals. Final benefits for each named executive officer are calculated based on that date, and no additional adjustments are made based on additional service or pay after that date. Messrs. Draper, Peterson ~~Steenbergen~~ and ~~Chinn~~Steenbergen are not participants in the ERP and ERPS since they did not meet the eligibility requirements by April 1, 2012.

~~Messrs.~~Mr. Berisford and ~~Matturri~~Ms. Cheung are entitled to retirement benefits under two defined benefit plans of the Company: the Employee Retirement Plan of S&P Global, Inc. and Its Subsidiaries (generally referred to as the “ERP”) and the S&P Global, Inc. Employee Retirement Plan Supplement (generally referred to as the “ERP Supplement” or “ERPS”). Messrs. Peterson ~~Steenbergen~~ and ~~Chinn~~Steenbergen are not participants in these Plans because they did not meet the eligibility requirements before participation was frozen on April 1, 2012.

~~Messrs.~~ Mr. Berisford and ~~Matturri~~Ms. Cheung were fully vested in their benefits in the ERP and ERPS as of December 31, ~~2018.~~2020.

~~2019~~2021 Proxy Statement 9197

~~EXECUTIVE COMPENSATION TABLES~~Executive Compensation Tables (continued)

Employee Retirement Plan of S&P Global Inc. and Its Subsidiaries (“ERP”)

The Company sponsors a qualified defined benefit pension Plan to provide retirement benefits to eligible U.S.-based employees of the Company, which was frozen to new participants and future accruals as of April 1, 2012. The Plan pays benefits at retirement to participants who terminate or retire from the Company after meeting the eligibility requirements for a benefit. The retirement benefit is based on a percentage of a participant’s total Plan compensation during such participant’s employment with the Company (this is called a career pay formula).

A Plan participant’s annual benefit accrual under the ERP is calculated as 1% of Plan compensation. The Plan compensation includes the participant’s base salary and short-term incentive award. Because this is a qualified Plan, the Plan compensation is restricted by the compensation limit imposed by the Internal Revenue Code. In 2012, the last year for which any benefits accrued under the ERP, this compensation limit was $250,000. The retirement benefit payable from this Plan is the sum of each year’s annual benefit accrual. This amount is available unreduced at the earlier of the Plan’s normal retirement age of 65 or age 62 if a participant has 10 years of service with the Company. If a participant has attained age 55 with 10 years of service with the Company, an early retirement benefit is available. The benefit is reduced by 4% per year for each year of payment prior to age 62 to reflect the earlier payments.

Participants can choose from among several optional forms of annuity payments under the ERP. A participant receives the highest monthly payment under a single life annuity, while the other payment forms result in a lower monthly benefit generally because payment may be made to a surviving joint annuitant or beneficiary following the participant’s death.

The present value estimates shown in the Pension Benefits Table assume payment of the named executive officers’ accumulated benefits under the ERP, based on pay and service earned through April 1, 2012, in the form of a single life annuity commencing on the earliest date the benefits are available unreduced (age 65 in the case of Mr. Berisford and age 62 in the case of ~~Mr. Matturri)~~Ms. Cheung). The values assume a discount rate of ~~4.40%~~2.75% and a mortality assumption based on the fully generational ~~RP-2018~~RP-2020 mortality table with ~~MP-2018~~MP-2020 improvement scale.

S&P Global Inc. Employee Retirement Plan Supplement (“ERPS”)

The Company also maintains a non-qualified pension Plan, which was similarly frozen to new participants and future accruals as of April 1, 2012. Prior to the freeze, this Plan was intended to help attract and retain the executive workforce by providing benefits incremental to those permitted under the qualified pension Plan.

The ERPS is designed to restore retirement benefits that cannot be paid under the ERP due to Internal Revenue Code limits. The benefit provided under the ERPS will effectively equal the difference between the benefit that would have been earned under the ERP, without regard to any pay or benefit limits, and the actual benefit payable under the ERP.

All Plan participants of the ERP are potentially eligible for the ERPS, including ~~Messrs.~~Mr. Berisford and ~~Matturri,~~Ms. Cheung, provided that their ERP benefits are limited by the Internal Revenue Code limits. In general, a participant’s annual accrual under the ERPS is determined based on 1% of the Plan compensation under the ERP in excess of the Internal Revenue Code compensation limit for that year ($250,000 in 2012). The retirement benefit payable under the ERPS is the sum of each year’s annual benefit accrual. ERPS payments commence one year following separation from service or, if later, age 65, or age 62 with 10 years of service with the Company.

The present value estimates shown in the Pension Benefits Table for accumulated benefits under the ERPS assume a discount rate of ~~4.37%~~2.57% and are determined using the same payment and mortality assumptions as were used to estimate the values shown under the ERP.

9298 ~~2019~~2021 Proxy Statement

~~EXECUTIVE COMPENSATION TABLES~~Executive Compensation Tables (continued)

~~2018~~2020 Non-Qualified Deferred Compensation Table

The following Non-Qualified Deferred Compensation Table contains information concerning our various non-qualified savings and deferral Plans offered to our named executive officers. The Key Executive Short-Term Incentive Deferred Compensation Plan (“ST Incentive Deferred Comp”) permits executives to defer amounts previously earned on a pre-tax basis. The SIPS & ERAPS Plan is the S&P Global Inc. 401(k) Savings and Profit Sharing Plan Supplement, also referred to below as the Company’s “401(k) Savings and Profit Sharing Plan Supplement.”

Name	Plan	Executive Contributions in Last Fiscal Year ($) (1)			Company Contributions in Last Fiscal Year ($) (2)			Aggregate Earnings in Last Fiscal Year ($) (3)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End ($) (4)			Name	Plan	Executive Contributions in Last Fiscal Year ($) (1)			Company Contributions in Last Fiscal Year ($) (2)			Aggregate Earnings in Last Fiscal Year ($) (3)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End ($) (4)
																D. Peterson	SIPS & ERAPS		$	874,500		$	384,780		$	101,905		—		$	5,088,566
D. Peterson	SIPS & ERAPS		$	237,900		$	436,150		$	58,579		—		$	2,782,869		ST Incentive Deferred Comp			—			—		$	15,485		—		$	630,019
	ST Incentive Deferred Comp			—			—		$	18,104		—		$	591,009		Total		$	874,500		$	384,780		$	117,390		—		$	5,718,585
	Total		$	237,900		$	436,150		$	76,683		—		$	3,373,878	E. Steenbergen	SIPS & ERAPS		$	113,400		$	207,900		$	20,324		—		$	1,101,712
E. Steenbergen	SIPS & ERAPS		$	148,875		$	272,938		$	6,541		—		$	486,351		ST Incentive Deferred Comp			—			—			—		—			—
	ST Incentive Deferred Comp			—			—			—		—			—		Total		$	113,400		$	207,900		$	20,324		—		$	1,101,712
	Total		$	148,875		$	272,938		$	6,541		—		$	486,351	J. Berisford	SIPS & ERAPS		$	94,785		$	161,563		$	33,591		—		$	1,646,042
J. Berisford	SIPS & ERAPS		$	98,625		$	180,813		$	24,592		—		$	1,169,519		ST Incentive Deferred Comp			—			—			—		—			—
	ST Incentive Deferred Comp			—			—			—		—			—		Total		$	94,785		$	161,563		$	33,591				$	1,646,042
	Total		$	98,625		$	180,813		$	24,592				$	1,169,519	M. Cheung	SIPS & ERAPS		$	150,000		$	137,500		$	15,803		—		$	860,879
M. Chinn	SIPS & ERAPS		$	97,875		$	179,438		$	5,042		—		$	365,493		ST Incentive Deferred Comp			—			—			—		—			—
	ST Incentive Deferred Comp			—			—			—		—			—		Total		$	150,000		$	137,500		$	15,803				$	860,879
	Total		$	97,875		$	179,438		$	5,042				$	365,493	D. Draper	SIPS & ERAPS		$	—		$	—		$	—		—		$	—
A. Matturri	SIPS & ERAPS		$	229,688		$	168,438		$	34,698		—		$	1,623,006		ST Incentive Deferred Comp			—			—			—		—			—
	ST Incentive Deferred Comp			—			—			—		—			—		Total		$	—		$	—		$	—		—		$	—
	Total		$	229,688		$	168,438		$	34,698		—		$	1,623,006

(1)

Reflects executive contributions to the Company’s 401(k) Savings and Profit Sharing Plan Supplement for the ~~2018~~2020 fiscal year, as further described below.

(2)

Reflects Company contributions to the Company’s 401(k) Savings and Profit Sharing Plan Supplement for the ~~2018~~2020 fiscal year, all of which are reported in the All Other Compensation column of the Summary Compensation Table on pages 8591 through 8793 of this Proxy Statement.

(3)

Reflects non-qualified deferred compensation earnings under the Company’s 401(k) Savings and Profit Sharing Plan Supplement and Key Executive Short-Term Incentive Deferred Compensation Plan.

(4)

This column includes the following aggregated amounts that were disclosed in the Summary Compensation Tables of prior Proxy Statements: ~~$1,210,352~~$1,950,872 for Mr. Peterson; ~~$28,800~~$468,938 for Mr. Steenbergen; ~~$576,402~~$854,730 for Mr. Berisford; ~~$66,925~~$64,078 for Ms. Cheung; and $0 for Mr. ~~Chinn; and $266,072 for Mr. Matturri.~~Draper.

The amounts shown as Company contributions represent employer savings and profit sharing contributions under the 401(k) Savings and Profit Sharing Plan Supplement. In 2013, the employer contribution for the savings plan component increased to 6% of eligible compensation above the IRS compensation limit. In 2014 and later years, participants are required to make employee contributions under the 401(k) Savings and Profit Sharing Supplement to receive the employer contributions to the savings plan component, and the amount of the employer contribution will be based on the amount of the employee contribution, up to 6% of eligible compensation above the IRS compensation limit. In 2012 and 2013, participants were required to make the maximum pre-tax contribution under the qualified 401(k) Savings and Profit Sharing Plan in order to receive the savings plan component supplement. These amounts are also included as All Other Compensation column in the Summary Compensation Table on pages 8591 through 8793 of this Proxy Statement. Account balances under the 401(k) Savings and Profit Sharing Plan Supplement are currently credited with interest at the rate earned on the

~~2019~~2021 Proxy Statement 9399

~~EXECUTIVE COMPENSATION TABLES~~Executive Compensation Tables (continued)

401(k) Savings and Profit Sharing Plan Stable Assets fund. The annual rate of interest credited under these Plans was ~~2.5%~~2.30% for the ~~2018~~2020 fiscal year. Account balances under the 401(k) Savings and Profit Sharing Plan Supplement are distributed to executives in the year following the year in which the executive separates from service.

Prior to 2014, executives could elect to defer all or part of their annual incentive award payment under the Key Executive Short-Term Incentive Deferred Compensation Plan. Earnings on amounts deferred under the Key Executive Short-Term Incentive Deferred Compensation Plan are credited at a rate equal to 120% of the applicable Federal Long-Term Rate as prescribed by the Internal Revenue Service in December of the year prior to the year in which the compensation is credited under the Plan. The interest rate that applied to outstanding balances during the ~~2018~~2020 fiscal year was ~~3.16%~~2.52%. Account balances under the Key Executive Short-Term Incentive Deferred Compensation Plan are distributed to executives in accordance with their individual elections. Participants may elect to receive their deferred award payments in a single lump sum or in up to 15 equal annual installments. Payments may commence within 60 days of retirement or termination or as of January 1 of the year following the year in which such event occurs.

In 2014, the Company enhanced the 401(k) Savings and Profit Sharing Plan Supplement to allow for deferrals of up to 25% of eligible pay above the IRS Compensation limit. As a result of this change, the Company decided to no longer offer a deferral opportunity under the Key Executive Short-Term Incentive Compensation Plan.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees (based on the median, as described below) and that of our President and CEO. We believe that the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with SEC rules.

•

For ~~2018,~~2020, the median annual total compensation of all our employees (other than our CEO) was ~~$26,738,~~$25,324, and the annual total compensation of our CEO was ~~$12,360,845,~~$15,077,269, as reported in the ~~“2018~~“2020 Summary Compensation Table” on page 85.91.

•

Based on this information, for ~~2018,~~2020, the ratio of the annual total compensation of our CEO to the median annual total compensation of all other employees was estimated to be ~~462~~595 to 1.

~~Supplemental Ratio Excluding One-Time, Special Equity Grant~~

We note that our CEO’s annual total compensation in 2018 was significantly impacted by a one-time, special RSU grant, which had a grant date value of $2 million, in recognition of his superior individual performance and exceptional Company performance in 2017. Excluding the one-time, special RSU grant, our pay ratio would have been 387 to 1. In light of the CEO’s special grant, we believe this is a more representative indication of how our CEO pay compares to that of our global workforce. For more information on this grant, see page 78.

Our Workforce

As a Company with a global workforce, we invest in our employees at all levels and are committed to providing transparent competitive pay and benefits in every business and geography in which we operate. Market pay levels and pay practices are important factors that we consider in setting competitive compensation that rewards performance and meets the needs of our diverse workforce. With offices in 3234 countries and approximately ~~75%~~76% of our employees located outside the United States, the global footprint of our business drives the median pay level at S&P Global.

94100 ~~2019~~2021 Proxy Statement

~~EXECUTIVE COMPENSATION TABLES~~Executive Compensation Tables (continued)

[MISSING IMAGE: tm212525d1-pc_headcountpn.jpg]

Methodology

Pursuant to the SEC rules, the median annual total compensation of all our employees (other than the CEO) is based on the annual total compensation of our “median ~~employee.”~~employee”. We identified the median employee for our ~~2017~~ pay ratio in 2020 using the following methodology:

•

We considered the compensation of ~~20,270~~23,184 S&P Global employees (other than the CEO) located worldwide (approximately ~~25%~~24% of whom were located in the United States and ~~75%~~76% of whom were located in jurisdictions outside the United States) as of October 1, ~~2017.~~2020. We did not exclude any countries and we did not make any adjustments for cost of living.

•

We used total cash compensation, consisting of total base pay, plus bonus and commission payments, for the trailing 12-month period from October 1, ~~2016~~2019 to September 30, ~~2017~~2020 as the compensation measure for identifying our median employee. The compensation measure was consistently applied to all employees across our global workforce.

•

Using this methodology, we determined that the median employee was a full-time, salaried employee ~~located outside the United States~~ who provides services as a junior professional at one of our overseas operations sites in the Asia Pacific region.

SEC rules permit us to identify the median employee only once every three years, unless there have been changes in our employee population or employee compensation arrangements that we believe would result in a significant change in our pay ratio disclosure. There has been no change in our employee population or

~~2019 Proxy Statement~~ 95

~~EXECUTIVE COMPENSATION TABLES~~ ~~(continued)~~

employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. As a result, we decided to use the same median employee that we identified for our 2017 pay ratio disclosure.

In determining our ~~2018~~2020 pay ratio, we calculated the median employee’s annual total compensation in the same manner as the named executive officers in the ~~“2018~~“2020 Summary Compensation Table” beginning on page 8591 and used an average rate of exchange from local currency to U.S. dollars for the 12-month period ending on December 31, ~~2018.~~2020.

The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to exclude up to 5% of the workforce, and to make reasonable estimates and assumptions that reflect their employee populations and

2021 Proxy Statement 101

Executive Compensation Tables (continued)

compensation practices. As a result, our pay ratio may not be comparable to the ratio reported by other companies, as other companies have different employee populations, geographic locations, business strategies and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Potential Payments Upon Termination or Change-in-Control

The NEOs may be eligible to receive certain payments and benefits under our severance, incentive and retirement plans in connection with the named executive officer’s termination of employment or a change-in-control. Described below are the specific events that would trigger the payments and benefits, and the estimated payments and benefits that would be provided to the named executive officers upon the occurrence of these events.

Severance Plans

Senior Executive Severance

The NEOs are eligible for severance benefits under our Senior Executive Severance Plan upon the occurrence of the following triggering events:

•

the Company terminates the executive’s employment other than for cause;

•

the executive resigns due to an adverse change in the executive’s functions, duties or responsibilities that would cause the executive’s position to have substantially less responsibility, importance or scope; or

•

the executive resigns due to a reduction of the executive’s base salary by 10% or more.

In addition, the executive will be eligible for severance benefits if the executive resigns following a change-in-control because:

•

the executive’s base salary is reduced (other than a reduction of less than 10% as part of a Company wide salary reduction) below the highest rate in effect since the beginning of the 24-month period prior to the change-in-control;

•

the executive’s annual or long-term incentive opportunity is materially less favorable than at any time since the beginning of the 24-month period prior to the change-in-control;

•

the aggregate value of the executive’s pension and welfare benefits is materially reduced;

•

the executive is required to transfer to a principal business location that increases the distance to the executive’s residence by more than 35 miles;

•

there is an adverse change in the executive’s title or reporting relationship or an adverse change by the Company in the executive’s authority, functions, duties or responsibilities (other than that which results solely from the Company ceasing to have a publicly traded class of common stock or the executive no longer serving as the chief executive, or reporting to the chief executive, of an independent, publicly traded company as a result thereof), which change would cause the executive’s position with the Company to become one of substantially less responsibility, importance or scope; or

96 ~~2019 Proxy Statement~~

~~EXECUTIVE COMPENSATION TABLES~~ ~~(continued)~~

•

a successor to the Company fails to adopt the Plan.

A termination for “cause” generally means a termination due to misconduct that results in, or could reasonably be expected to result in, material damage to the Company’s property, business or reputation.

A “change-in-control” generally means:

•

a person or group acquires 20% or more of the Company’s voting securities;

•

the members of our Board of Directors, together with persons approved by a majority of those members or persons approved by them, no longer make up a majority of the Board;

102 2021 Proxy Statement

Executive Compensation Tables (continued)

•

consummation of a merger or consolidation involving the Company if our voting securities do not represent more than 50% of the outstanding shares and voting power of the company surviving the transaction; or

•

our shareholders approve the liquidation or dissolution of the Company.

A change-in-control by reason of a change in a majority of our Board, as described above, could arise, for example, as a result of a contested election (or elections) in which shareholders elect a majority of the members of the Board from nominees who are not nominated for election by the incumbent Board.

Under the Plan, as it was in effect as of December 31, ~~2018,~~2020, each named executive officer (other than the CEO, whose severance benefits are described below separately) was eligible to receive the following severance benefits upon the occurrence of one of the termination events described above:

•

continued payment of the executive’s base salary and participation in the Company’s non-qualified retirement, life, medical, dental, accidental death and disability insurance benefit plans during a severance period of 12 months;

•

a lump sum payment at the end of the severance period equal to six months of the executive’s base salary; and

•

an additional lump sum severance payment at the end of the severance period equal to 10% of the lump sum payment calculated above in lieu of continued benefits.

Under the Plan, as it was in effect as of December 31, ~~2018,~~2020, the CEO, Mr. Peterson, was eligible to receive the following severance benefits upon the occurrence of one of the termination events described above:

•

a lump sum payment at the end of the severance period equal to 12 months of the executive’s base salary; and

•

an additional lump sum severance payment at the end of the severance period equal to 10% of the lump sum payment calculated above in lieu of continued benefits.

If the triggering event takes place following a change-in-control, then (i) the total severance payments for all named executive officers (including Mr. Peterson) during the 12-month severance period would be equal to the sum of the executive’s annual base salary and annual target incentive award, and (ii) the lump sum payment due at the end of the severance period would also be equal to the sum of the executive’s annual base salary and annual target incentive award, increased by an amount equal to 10% of the lump sum in lieu of benefits. In each case, to receive the separation pay due under the Plan, the executive would have to sign a general release of claims against the Company.

General Severance Treatment

In general, if payments under the Senior Executive Severance Plan are considered “excess parachute payments” under Section 280G of the Internal Revenue Code, then a deduction to the Company will be disallowed and the executive will be subject to an excise tax equal to 20% of the excess parachute payment amount. Because of the way the excise tax is calculated, in certain circumstances, the executive may receive a larger after-tax amount

~~2019 Proxy Statement~~ 97

~~EXECUTIVE COMPENSATION TABLES~~ ~~(continued)~~

~~(and~~ (and the Company will be entitled to a larger tax deduction) if the gross amount payable to the executive is reduced. In this case, certain of the executive’s payments would be “cut back” to the largest amount that would not result in payment of any excise tax.

Severance payments to the named executive officers that constitute non-qualified deferred compensation under Section 409A of the Internal Revenue Code will generally be delayed during the first six months following the executive’s termination, as required under Section 409A, and installments that would have otherwise been paid during the six-month delay will be paid in a lump sum following the end of the six-month delay.

2021 Proxy Statement 103

Executive Compensation Tables (continued)

Estimated Severance as of December 31, ~~2018~~2020

The following table shows the estimated payments and benefits that would have been provided to each NEO if the executive’s employment had involuntarily terminated on December 31, ~~2018:~~2020:

Name	Payment on Termination ($) (1)			Payment on Termination Following Change-in-Control ($) (2)			Name	Payment on Termination ($) (1)			Payment on Termination Following Change-in-Control ($) (2)
							D. Peterson		$	2,111,387		$	8,925,000
D. Peterson		$	2,100,000		$	6,930,000	E. Steenbergen		$	1,295,931		$	4,147,500
E. Steenbergen		$	1,278,750		$	4,147,500	J. Berisford		$	1,025,582		$	3,465,000
J. Berisford		$	968,750		$	3,202,500	M. Cheung		$	986,832		$	3,412,500
M. Chinn		$	968,750		$	3,202,500	D. Draper		$	657,422		$	3,465,000
A. Matturri		$	968,750		$	3,150,000

(1)

The estimated payment on termination reflects the amount payable, including the estimated value of continued benefit coverage during the severance period.

(2)

For all NEOs, the estimated payment on termination following a change-in-control includes the severance benefit payable under the applicable plan plus 10% of the lump sum portion of the severance amount in lieu of continued benefit coverage.

Key Executive Short-Term Incentive Compensation Plan

The NEOs may receive a portion of their annual incentive award under the Company’s Key Executive Short-Term Incentive Compensation Plan if the executive terminates employment because of death, disability or retirement, or if the Company terminates the executive’s employment other than for cause. Payments are prorated for the period the executive was employed during the year and are made to the executive in a lump sum on the regular payment date under the Plan.

If there is a change-in-control, each named executive officer will receive a payment equal to the average of the NEO’s annual incentive award payments for the preceding three years, prorated for the period elapsed through the date of the change-in-control. The Company may also pay the executive any additional amount necessary to reflect the actual achievement of the Company performance objectives and individual performance criteria for the executive through the date of the change-in-control.

98 ~~2019 Proxy Statement~~

~~EXECUTIVE COMPENSATION TABLES~~ ~~(continued)~~

Estimated Short-Term Incentive Payments as of December 31, ~~2018~~2020

The following table shows the estimated payments that would have been provided under the Key Executive Short-Term Incentive Compensation Plan to each named executive officer if the executive’s employment had terminated on December 31, ~~2018,~~2020, or if a change-in-control had occurred on that date:

Name	Payment on Termination ($) (1)			Payment on Change-in-Control ($) (2)			Name	Payment on Termination ($) (1)			Payment on Change-in-Control ($) (2)
							D. Peterson		$	3,250,000		$	2,690,000
D. Peterson		$	2,300,000		$	2,688,333	E. Steenbergen		$	1,150,000		$	1,425,000
E. Steenbergen		$	1,150,000		$	1,950,000	J. Berisford		$	1,000,000		$	983,833
J. Berisford		$	900,000		$	903,500	M. Cheung		$	1,000,000		$	582,667
M. Chinn		$	900,000		$	845,000	D. Draper		$	1,000,000		$	916,483
A. Matturri		$	875,000		$	916,000

(1)

This assumes ~~2018~~2020 full-year target level of achievement for the named executive officers. The actual payments under the Company’s Key Executive Short-Term Incentive Compensation Plan are reflected in the Summary Compensation Table on pages 8591 through 8793 of this Proxy Statement.

(2)

Reflects the average of the actual payments paid over the last three years.

104 2021 Proxy Statement

Executive Compensation Tables (continued)

Stock Incentive Plan

Each of the named executive officers has been granted PSUs, RSUs and/or stock options under the Company’s 2002 Stock Incentive Plan. These awards are described on pages 8894 and 8995 of this Proxy Statement.

Performance Share Units

If the executive terminates employment due to retirement or disability, or in the event of termination of employment by the Company other than for cause, with the approval of the Compensation and Leadership Development Committee, the executive receives the number of shares that would be payable under the terms of the award based on the actual performance for the performance period, prorated for the period of time during the award cycle that the executive was employed and during which the executive receives separation pay. Delivery of the awarded shares is made in the year following the normal maturity date for the award.

In the case of the executive’s death, the number of shares awarded is based on actual performance for the performance period, prorated for the period of time completed during the award cycle. Delivery of the awarded shares is made by March 15 of the year following the executive’s death.

In the event of a change-in-control during the performance period, if assumed on substantially the same terms and conditions, the PSU awards will convert into an award of time-vesting RSUs with respect to a number of shares determined as follows: if less than 50% of the performance period has elapsed, the number of shares will be based on target performance, and if 50% or more of the performance period has elapsed, the number of shares will be based on actual performance as of the change-in-control. The converted RSUs will then continue to vest pursuant to the original vesting schedule of the PSUs, except that they will vest in full if the executive’s employment is terminated due to retirement, disability or death or by the Company without cause. If the awards are not so assumed, they will be deemed to be earned at the higher of target or actual performance as of the change-in-control date, and the award will vest in full.

~~2019 Proxy Statement~~ 99

~~EXECUTIVE COMPENSATION TABLES~~ ~~(continued)~~

Restricted Stock Units

If the NEO terminates employment due to retirement, disability or death, or, with the approval of the Compensation and Leadership Committee, if the Company terminates the executive other than for cause, the executive is eligible to receive a portion of the shares that are covered by the outstanding RSUs. In the case of the executive’s death, delivery of the awarded shares is made within 60 days following the date of the employee’s passing.

In the event of a change-in-control during the vesting period, if assumed on substantially the same terms and conditions, RSUs will roll over into awards of the successor company’s stock and will remain outstanding subject to their original vesting terms, except that they will vest in full if the executive’s employment is terminated due to retirement, disability or death or by the Company without cause within 24 months following the change-in-control. If RSUs are not so assumed, they will vest in full upon the change-in-control.

Stock Options

If the named executive officer terminates employment due to death, disability or normal retirement, the executive’s stock options will vest in full. In addition, in the case of death, the options will be exercisable for one year following the date of death, and, in the case of disability or retirement, until the end of the option term. If the executive terminates employment due to early retirement, generally, the vesting of the executive’s stock options will not accelerate, but, to the extent they are vested at the time of retirement and the executive is 55 or older with 10 years of continuous service, the options will be exercisable until the end of the option term.

In the event of a change-in-control, all outstanding stock options will vest in full and will either be converted into awards based on the common stock of the surviving company or paid to the executive in cash. Cash payments under options will be equal to the value of the option shares, generally the highest price per share paid in the change-in-control, less the exercise price of the shares.

2021 Proxy Statement 105

Executive Compensation Tables (continued)

Long-Term Cash Awards

S&P Dow Jones Indices Long-Term Cash Awards

If the executive terminates due to retirement or death, the executive receives the dollar value in cash that would be payable under the terms of the award based on actual performance for the performance period, prorated for the number of months during the award cycle that the executive was employed. In the event of termination of employment by the Company other than for cause, with the approval of the Compensation and Leadership Development Committee, the executive receives the dollar value in cash that would be payable under the terms of the award based on actual performance for the performance period, prorated for the period of time during the award cycle that the executive was employed and during which the executive receives separation pay. Payment of the award is made on or before March 15 in the year following the normal maturity date for the award. In the case of the executive’s death, the payment will be made in the year following the executive’s death.

In the event of a change-in-control during the performance period, the Board of the Company may take all actions it may determine necessary or appropriate to treat the executive equitably, including without limitation the modification or waiver of applicable performance measures, the performance period or cash awards.

~~100~~ ~~2019 Proxy Statement~~

~~EXECUTIVE COMPENSATION TABLES~~ ~~(continued)~~

Estimated Long-Term Award Payments as of December 31, ~~2018~~2020

The following table shows the estimated payments and benefits that would have been provided to each named executive officer in respect of stock options and Long-Term Awards under the Company’s 2002 Stock Incentive Plan if the executive’s employment had terminated on December 31, ~~2018,~~2020, or if a change-in-control had occurred on that date:

Name	Termination of Employment									Change-in-Control									Name	Termination of Employment									Change-in-Control
Name	Stock Options ($) (1)			Long-Term Awards ($) (1)(2)			Total ($)			Stock Options ($) (1)			Long-Term Awards ($) (1)(3)			Total ($)			Name	Stock Options ($) (1)			Long-Term Awards ($) (1) (2)			Total ($)			Stock Options ($) (1)			Long-Term Awards ($) (1) (3)			Total ($)
D. Peterson		$	—		$	24,931,641		$	24,931,641		$	—		$	27,775,927		$	27,775,927	D. Peterson		$	—		$	36,296,526		$	36,296,526		$	—		$	40,527,610		$	40,527,610
E. Steenbergen		$	—		$	9,799,473		$	9,799,473		$	—		$	10,495,037		$	10,495,037	E. Steenbergen		$	—		$	10,462,223		$	10,462,223		$	—		$	11,755,776		$	11,755,776
J. Berisford		$	—		$	5,079,801		$	5,079,801		$	—		$	5,538,299		$	5,538,299	J. Berisford		$	—		$	6,679,195		$	6,679,195		$	—		$	7,525,675		$	7,525,675
M. Chinn		$	—		$	4,125,632		$	4,125,632		$	—		$	4,584,130		$	4,584,130	M. Cheung		$	—		$	3,974,346		$	3,974,346		$	—		$	4,797,157		$	4,797,157
A. Matturri		$	—		$	3,614,147		$	3,614,147		$	—		$	3,985,108		$	3,985,108	D. Draper		$	—		$	1,781,183		$	1,781,183		$	—		$	2,990,822		$	2,990,822

(1)

Dollar value determined using SPGI’s December 31, ~~2018~~2020 closing stock price of ~~$169.94.~~$328.73.

(2)

For Messrs. Peterson, Steenbergen and Berisford and ~~Chinn,~~Ms. Cheung, reflects actual achievement in the ~~2016~~2018 PSU cycle and prorated participation and target achievement in the ~~2017~~2019 and ~~2018~~2020 PSU award cycles through December 31, ~~2018~~2020 upon death, disability or retirement, or involuntary termination without cause, with the consent of the Compensation ~~and Leadership Development~~ Committee. For Mr. ~~Matturri,~~Draper, reflects ~~actual achievement in the 2016 long-term cash cycle and~~ prorated participation and target achievement in the ~~2017 and 2018~~2020 long-term cash award ~~cycles and actual achievement in the 2016 PSU~~ cycle and target achievement in the ~~2017 and 2018~~2020 PSU ~~cycles~~cycle through December 31, ~~2018~~2020 upon death, disability or retirement, or involuntary termination without cause, with the consent of the Compensation ~~and Leadership Development~~ Committee. For all NEOs, this amount also includes time-based RSU awards.

(3)

For Messrs. Peterson, Steenbergen and Berisford and ~~Chinn,~~Ms. Cheung, reflects actual achievement of the ~~2016~~2018 PSU award and target achievement of the performance goals for the ~~2017~~2019 and ~~2018~~2020 PSU awards. For Mr. ~~Matturri,~~Draper, reflects ~~actual achievement of the 2016 long-term cash award and~~ target achievement of the performance goals for the ~~2017 and 2018~~2020 long-term cash ~~awards and actual achievement in the 2016 PSU cycle~~award and target achievement in the ~~2017 and 2018~~2020 PSU ~~awards.~~award. For all NEOs, this amount also includes time-based RSU awards.

106 ~~2019~~2021 Proxy Statement ~~101~~

DIRECTOR COMPENSATION

~~DIRECTOR COMPENSATION~~

~~2018~~2020 Director Compensation Table

Directors who are employees of the Company receive no additional compensation for serving on the Board or its Committees. The following table contains information regarding the compensation that the Company paid to the non-employee Directors in ~~2018, excluding William J. Amelio, who became a Director in 2019.~~2020.

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($) (1)			All Other Compensation ($) (2)			Total ($)			Name	Fees Earned or Paid in Cash ($)			Stock Awards ($) (1)			All Other Compensation ($) (2)			Total ($)

Marco Alverà		$	100,000		$	150,000		$	3,553		$	253,553	Marco Alverà		$	115,750		$	160,000		$	127		$	275,877

William D. Green		$	118,000 (4)		$	150,000		$	127		$	268,127	William J. Amelio		$	117,000		$	160,000		$	127		$	277,127

Charles E. Haldeman, Jr.		$	250,000 (5)		$	150,000		$	127		$	400,127	William D. Green		$	125,000		$	160,000		$	127		$	285,127

Stephanie C. Hill		$	97,000		$	150,000		$	127		$	247,127	Charles E. Haldeman, Jr.		$	224,500 (4)		$	160,000		$	127		$	384,627

Rebecca J. Jacoby		$	97,000		$	150,000		$	127		$	247,127	Stephanie C. Hill		$	115,000		$	160,000		$	127		$	275,127

Monique F. Leroux		$	104,500		$	150,000		$	127		$	254,627	Rebecca J. Jacoby		$	112,000		$	160,000		$	127		$	272,127

Maria R. Morris		$	108,500		$	150,000		$	127		$	258,627	Monique F. Leroux		$	115,000		$	160,000		$	127		$	275,127

Sir Michael Rake (3)		$	106,500 (5)		$	150,000		$	127		$	256,627	Ian P. Livingston (3)		$	28,750		$	53,333		$	11		$	82,094

Edward B. Rust, Jr.		$	118,000		$	150,000		$	5,127		$	273,127	Maria R. Morris		$	132,000		$	160,000		$	5,127		$	297,127

Kurt L. Schmoke		$	98,500 (6)		$	150,000		$	627		$	249,127	Edward B. Rust, Jr.		$	125,000		$	160,000		$	127		$	285,127

Richard E. Thornburgh		$	118,000 (4)		$	150,000		$	127		$	268,127	Kurt L. Schmoke		$	110,000 (5)		$	160,000		$	127		$	270,127

													Richard E. Thornburgh		$	164,500		$	160,000		$	127		$	324,627

(1)

Represents grant date fair value calculated in accordance with FASB ASC Topic 718 for deferred stock credited under the Director Deferred Stock Ownership Plan, as described below. The assumptions used to calculate the grant date fair value of the deferred share credits were in accordance with FASB ASC Topic 718 as disclosed in Footnote 8 to the ~~2018~~2019 Consolidated Financial Statements, which appear in the Company’s Form 10-K filed with the SEC on February ~~13, 2019.~~9, 2021. The awards outstanding under this Plan as of December 31, ~~2018,~~2020, further described on ~~pages~~ ~~104~~ ~~and~~ ~~105~~110 of this Proxy Statement, are as follows:

Name	# of Shares

Marco Alverà		~~749~~2,245

William J. Amelio		483

William D. Green		~~9,985~~12,120

Charles E. Haldeman, Jr.		~~16,610~~20,877

Stephanie C. Hill		~~901~~2,400

Rebecca Jacoby		~~3,589~~5,142

Monique F. Leroux		~~1,170~~2,675

Ian P. Livingston (a)		—

Maria R. Morris		~~1,170~~

~~Sir Michael Rake~~		~~22,634~~2,675

Edward B. Rust, Jr.		~~71,173~~74,083

Kurt L. Schmoke		~~43,174~~46,018

Richard E. Thornburgh		~~9,677~~11,352

~~(2)~~

(a)

Represents life insurance premiums for all Directors, Company contributions through the S&P Global PAC charitable matching program for Messrs. Rust and Schmoke and Company contributions in the name of Mr. Alverà under the S&P Global Matching Gift Program.

~~(3)~~

~~Sir Michael Rake plans to retire from~~Lord Livingston joined the Board ~~at the 2019 Annual Meeting~~ on ~~May 9, 2019.~~September 30, 2020 and thus does not have any outstanding deferred share credits for service prior to 2020.

~~102~~

~~2019~~2020 Proxy Statement 107

DIRECTOR COMPENSATION (continued)

(2)

Represents life insurance premiums for all Directors, and Company contributions under the S&P Global Matching Gift Program in the name of Ms. Morris.

(3)

Lord Livingston became a Director effective as of September 30, 2020.

(4)

Voluntarily elected to fully defer ~~this payment under the Director Deferred Compensation Plan.~~

~~(5)~~

~~Voluntarily elected to fully defer~~ all ~~or a portion~~ of this payment under the Director Deferred Stock Ownership Plan.

~~(6)~~(5)

Voluntarily elected to defer one-half of this payment under the Director Deferred Stock Ownership Plan and the remaining one-half under the Director Deferred Compensation Plan.

108 ~~2019~~2020 Proxy Statement ~~103~~

DIRECTOR COMPENSATION (continued)

DIRECTOR COMPENSATION AND GOVERNANCE

Overview of Key Best Practices

Our Director compensation program continues to align with long-term shareholder interests, including by the following:

DIRECTOR
COMPENSATION
PRACTICE

COMPANY POLICY

MORE
DETAIL

Emphasis on
Equity Compensation

The most significant portion of non-employee Director compensation is the annual equity grant payable as an annual deferred share award.

~~Pg. 104~~

Pg.110

Our non-employee Directors must hold all equity compensation granted to them in the form of deferred share credits during their tenure until they retire, and shares of the Company’s common stock underlying these awards are not delivered until following a Director’s termination of Board membership.

Holding
Requirement

Pg. ~~106~~

111

Robust
Stock Ownership
Guidelines

Our Director stock ownership guidelines require Directors to acquire 400 shares of the Company’s common stock within 90 days, subject to compliance with our Insider Trading Policy, and five times (5x) the cash component of the annual Board retainer within five years of election to the Board.

Pg. ~~106~~

111

Anti-Hedging and
Anti-Pledging Policy

Our anti-hedging and anti-pledging policy prohibits Directors from engaging in hedging and pledging transactions related to Company stock.

Pg. ~~106~~

111

Director Compensation Program

The ~~Company provides~~Nominating Committee, comprised of independent Directors, periodically reviews the competitiveness of the Company’s non-employee Director compensation based on pay practices among the Company’s Proxy Peer Group, as described on page 67 of this Proxy Statement, and broader general industry practices for similarly sized companies in the S&P 500. The Committee recommends any changes to the Director compensation program in connection with this review to the Board.

During 2018, the Committee engaged 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. Based on the Committee’s review of the competitive market analysis and input from Pay Governance, the Committee recommended and the Board approved changes to the Director compensation program to take effect for Board service in fiscal year 2019.

2020 Proxy Statement 109

DIRECTOR COMPENSATION (continued)

The following table reflects the annual compensation to non-employee Directors ~~as follows:~~for 2020 Board service:

~~Cash Compensation~~

	Compensation Elements				2020
	Annual Cash Retainer				$90,000
	Board Non-Executive Chair Annual Cash Retainer				$150,000
	Board and Committee Fees				None
	Annual Committee Chair Cash Retainer				$15,000
	Annual Committee Member Cash Retainer
	Audit Committee				$15,000
	Compensation and Nominating Committees				$10,000
	Finance Committee				$12,000
	Annual Deferred Share Credit				$160,000

The annual ~~cash~~ compensation ~~paid~~ to ~~our non-employee Directors~~be provided in respect of ~~2018 was:~~

•

~~an annual cash retainer of $70,000;~~

•

~~$1,500 for each Board meeting attended;~~

•

~~$1,500 for each Committee meeting attended;~~

•

~~an annual cash retainer of $15,000 to the Chairs of Committees of the Board; and~~

•

~~an annual cash retainer of $150,000 to the non-executive Chairman of the Board.~~2021 remains unchanged from that provided in 2020.

Share Compensation

The most significant portion of non-employee Director compensation is the annual equity grant payable as an annual deferred share award. In ~~2018,~~2020, each non-employee Director received a deferred share credit of ~~$150,000~~$160,000 pursuant to the Director Deferred Stock Ownership ~~Plan.~~Plan, with the exception of Lord Livingston, who joined the Board on September 30, 2020 and received a prorated share credit of $53,333, equal to 160.04 deferred share credits, based on the length of his Board service. The ~~$150,000~~$160,000 share credit in respect of fiscal year ~~2018~~2020 was credited as ~~883.13~~480.12 deferred shares based on the closing price of the Company’s common stock on January ~~2, 2019~~4, 2021 of ~~$169.85.~~$333.25. The deferred share credits are payable in shares of the Company’s common stock following a Director’s termination of Board membership.

The Director Deferred Stock Ownership Plan also permits Directors to elect to receive all or part of their annual cash compensation in deferred shares of common stock in lieu of the cash payments. For ~~2019,~~2021, the Company has written agreements with Messrs. ~~Green,~~ Haldeman, Schmoke and ~~Schmoke~~Thornburgh to receive all or part of their ~~2019~~2021 cash payments as deferred shares.

~~104~~ ~~2019 Proxy Statement~~

~~DIRECTOR COMPENSATION~~ ~~(continued)~~

Other Director Plans and Other Compensation

In addition, Directors may elect to defer all or part of their annual cash compensation under the Director Deferred Compensation Plan. For ~~2019,~~2021, the Company has written agreements to defer cash payments under this Plan with ~~Messrs. Schmoke and Thornburgh.~~Mr. Schmoke. Interest is payable on the deferred cash amount at 120% of the applicable Federal Long-Term Rate, as prescribed by the Internal Revenue Service in December of the year prior to the year in which the Director compensation is credited.

Our non-employee Directors are also reimbursed for tuition and related expenses for continuing director education courses. ~~Mr. Schmoke and Ms. Morris were reimbursed for tuition expenses in 2018.~~

As discussed on ~~pages~~ 79 ~~and~~ 79page 86 of this Proxy Statement, our Directors are eligible to participate in our director charitable matching program with respect to contributions made to the S&P Global PAC. This program is generally available to all eligible employees. Under the S&P Global PAC program, the Company contributes funds to a charitable organization of the Director’s choice that match the Director’s contribution to the S&P Global PAC, up to a maximum of $5,000 per annum. ~~In 2018, the Company made matching charitable contributions under the S&P Global PAC program for Messrs. Rust and Schmoke.~~

Additionally, our Directors may participate in the charitable S&P Global Matching Gift Program, for 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. In ~~2018,~~2020, the Company elected to double the corporate matched contribution for charitable contributions made during certain periods of the year to a corporate match of up to ~~$10,000 in the aggregate.~~$10,000. This program is generally available to all our employees and Directors as well as retired employees or directors for up to three years following their retirement.

~~2019 Non-Employee Director Compensation Design Changes~~

The Nominating and Corporate Governance Committee, comprised of independent Directors, periodically reviews the competitiveness of the Company’s non-employee Director compensation based on pay practices among the Company’s Proxy Peer Group, as described on page 60 of this Proxy Statement, and broader general industry practices for similarly sized companies in the S&P 500. The Committee recommends any changes to the Director compensation program in connection with its review to the Board.

During 2018, the Committee engaged 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. Based on the Committee’s review of the competitive market analysis and advice of Pay Governance, the Committee recommended replacing all Board and Committee meeting fees with a retainer-based pay design constructed to deliver market competitive total pay at median compensation levels and recognize the different service requirements of each Committee with standard Committee member retainers.

~~As a result of the Committee’s recommendation, the Board approved the following changes to take effect for Board service in fiscal year 2019:~~

•

~~Eliminated fees paid for attendance at Board and Committee meetings~~

•

~~Increased the annual cash retainer from $70,000 to $90,000 to compensate for elimination of Board meeting fees~~

•

~~Maintained the annual cash retainer of $15,000 for Committee Chairs~~

•

~~Introduced an annual cash retainer for Committee members at the following levels:~~

◦

~~$15,000 for Audit Committee members~~

◦

~~$10,000 for Compensation and Leadership Development Committee and Nominating and Corporate Governance Committee members~~

◦

~~$12,000 for Financial Policy Committee members~~

•

~~Increased the annual equity grant from $150,000 to $160,000, subject to shareholder approval of the Director Deferred Stock Ownership Plan, as Amended and Restated, at the Annual Meeting.~~

110 ~~2019~~2020 Proxy Statement ~~105~~

DIRECTOR COMPENSATION (continued)

We are also asking shareholders to approve an Amended and Restated Director Deferred Stock Ownership Plan, which increases the value of the annual deferred share award from $150,000 to $160,000 and introduces meaningful, annual limits on future increases to Director stock awards under the Plan.

~~See “Item Four — Proposal to approve of the Company’s Director Deferred Stock Ownership Plan, as Amended and Restated” beginning on page~~ ~~121~~ ~~of this Proxy Statement for more details regarding these and other plan changes.~~

We believe the changes to total Director compensation preserve our program’s emphasis on deferred equity compensation, which aligns the interests of our Directors with the financial performance of the Company and promotes long-term shareholder value.

Director Stock Ownership Guidelines

Under the Company’s By-Laws, each Director is required to own or acquire 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 entire tenure as a Director. In compliance with the Company’s By-Laws, Lord Livingston has not yet acquired 400 shares since his appointment to the Board in September 30, 2020 due to restrictions under the Company’s Insider Trading Policy and will fulfill this requirement once the restrictions are lifted.

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 (including deferred share units held under the Director Deferred Stock Ownership Plan) having a market value of at least five times (5x) the annual cash retainer for serving as a Director of the Company at all times during his or her tenure.

Based on the holdings of shares and deferred share units under the Director Deferred Stock Ownership Plan, as of February 26, ~~2019,~~2021, each Director was in compliance with the minimum holding requirement under the Company’s Non-Employee Director Stock Ownership Guidelines, ~~(taking into account the applicable five-year transition period).~~except for Lord Livingston, who requires additional time to accumulate sufficient shares to satisfy his ownership requirement due to limited time in his current role.

The full policy can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com.

~~Insider Trading Policy~~No Director Hedging or Pledging

Under the Company’s Insider Trading Policy, Directors ~~executive officers and other designated employees~~ are prohibited without exception from pledging Company stock as well as from engaging in hedging transactions related to Company ~~stock, such as puts, calls, swaps, collars and other arrangements intended to hedge exposure to Company stock or provide protection against declines in the value of Company~~ stock. None of our Directors has shares of Company stock subject to a pledge.

For more information, see the description of our Insider Trading Policy on page 89 of this Proxy Statement.

~~106~~

~~2019~~2020 Proxy Statement 111

OWNERSHIP OF COMPANY STOCK

A beneficial owner of stock is a person who has voting power, meaning the power to control voting decisions, or investment power, meaning the power to cause the sale of the stock.

Company Stock Ownership of Management (1)(2)

The following table shows the number of shares of the Company’s common stock beneficially owned on ~~February 26, 2019~~March 2, 2021 by each of our Directors and Director nominees; the Chief Executive Officer and the other four named executive officers in the Summary Compensation Table; and all individuals who served as Directors or executive officers at ~~February 26, 2019,~~March 2, 2021, as a group.

Name of Beneficial Owner	Sole Voting Power and Sole Investment Power (#)		Shared Voting Power and Shared Investment Power (#)		Right to Acquire Shares within 60 Days by Exercise of Options (#)		Total Number of Shares Beneficially Owned (#)		Percent of Common Stock (%) (1)		Director Deferred Stock Ownership Plan (#) (3)		Name of Beneficial Owner	Sole Voting Power and Sole Investment Power (#)		Shared Voting Power and Shared Investment Power (#)		Right to Acquire Shares within 60 Days by Exercise of Options (#)		Total Number of Shares Beneficially Owned (#)		Percent of Common Stock (%) (1)		Director Deferred Stock Ownership Plan (#) (3)

Marco Alverà		400		—		—		400		(4 )		1,651	Marco Alverà		400		—		—		400		(4)		2,748

William J. Amelio (5)		—		—		—		—		(4 )		—	William J. Amelio		400		—		—		400		(4)		971

John L. Berisford		35,689		—		—		35,689		(4 )		—	John L. Berisford		31,793		—		—		31,793		(4)		—

Michael A. Chinn (6)		32,437		—		—		32,437		(4 )		—	Martina L. Cheung		9,242		—		—		9,242		(4)		—

William D. Green		1,000		—		—		1,000		(4 )		10,996	Daniel E. Draper		125		—		—		125		(4)		—

Charles E. Haldeman, Jr.		3,000		—		—		3,000		(4 )		19,188	William D. Green		1,000		—		—		1,000		(4)		12,702

Stephanie C. Hill		400		—		—		400		(4 )		1,805	Charles E. Haldeman, Jr.		3,000		—		—		3,000		(4)		22,208

Rebecca J. Jacoby		400		—		—		400		(4 )		4,524	Stephanie C. Hill		400		—		—		400		(4)		2,904

Monique F. Leroux		500		—		—		500		(4 )		2,077	Rebecca J. Jacoby		400		—		—		400		(4)		5,667

Alexander J. Matturri		17,675		—		16,259		33,934		(4 )		—	Monique F. Leroux		500		—		—		500		(4)		3,180

Maria R. Morris		400		—		—		400		(4 )		2,077	Ian P. Livingston		—		—		—		—		(4)		160

Douglas L. Peterson		175,131		—		51,304		226,435		(4 )		—	Maria R. Morris		400		—		—		400		(4)		3,180

Sir Michael Rake (7)		400		—		—		400		(4 )		23,982	Douglas L. Peterson		156,411		—		51,304		207,715		(4)		—

Edward B. Rust, Jr.		2,000		—		—		2,000		(4 )		72,904	Edward B. Rust, Jr.		2,000		—		—		2,000		(4)		75,163

Kurt L. Schmoke		1,036		—		—		1,036		(4 )		44,870	Kurt L. Schmoke		1,036		—		—		1,036		(4)		47,038

Ewout L. Steenbergen		18,794		—		—		18,794		(4 )		—	Ewout L. Steenbergen		19,767		—		—		19,767		(4)		—

Richard E. Thornburgh		1,300		3,300 (8)		—		1,300		(4 )		10,684	Richard E. Thornburgh		1,300		3,300 (5)		—		1,300		(4)		11,928

All Directors and executive officers of the Company as a group (a total of 25, including those named above) (9)		338,247		10,527		73,752		419,226		0.2%		194,758	All Directors and executive officers of the Company as a group (a total of 23, including those named above) (6)		267,350		6,550		53,591		3,24,191		0.1%		187,848

(1)

The number of shares of common stock outstanding on ~~February 26, 2019~~March 2, 2021 was ~~245,433,907.~~240,695,569. The percent of common stock is based on such number of shares and is rounded off to the nearest one-tenth of one percent, determined in accordance with the beneficial ownership rules under Rule 13d-3 under the Securities Exchange Act of 1934.

(2)

None of the shares included in the above table constitutes Directors’ qualifying shares.

112 ~~2019~~2021 Proxy Statement ~~107~~

OWNERSHIP OF COMPANY STOCK (continued)

(3)

This amount represents the number of shares of the Company’s common stock that has been credited to a bookkeeping account maintained for each non-employee Director of the Company under the Director Deferred Stock Ownership Plan. This Plan is further described beginning on page ~~104~~110 of this Proxy Statement.

(4)

Less than 1%.

(5)

~~Mr. Amelio became a Director as of March 15, 2019.~~

~~(6)~~

~~Mr. Chinn voluntarily resigned from his position, effective January 2, 2019, and will remain with the Company through March 2019.~~

~~(7)~~

~~Sir Michael Rake plans to retire from the Board at the 2019 Annual Meeting on May 9, 2019.~~

~~(8)~~

With respect to the shares reported in the table above for Mr. Richard E. Thornburgh, Mr. Thornburgh has shared voting and investment power as a co-trustee over 3,300 shares held in the Thornburgh Family Foundation. Mr. Thornburgh disclaims any beneficial interest in the shares in this charitable foundation.

~~(9)~~(6)

Spouses and children of some members of this group may own other shares in which the members of this group disclaim any beneficial interest and which are not included in the above table.

Company Stock Ownership of Certain Beneficial Owners

The following table shows information as to any person known to the Company to be the beneficial owner of more than 5% of the Company’s common stock on the date indicated below.

Name and Address of Beneficial Owner	Sole or Shared Voting Power (#)		Sole or Shared Dispositive Power (#)		Total Number of Shares Beneficially Owned (#)		Percent of Common Stock (%) (1)		Name and Address of Beneficial Owner	Sole or Shared Voting Power (#)		Sole or Shared Dispositive Power (#)		Total Number of Shares Beneficially Owned (#)		Percent of Common Stock (%) (1)

The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355 (2)		367,228		20,856,350		20,856,350		8.31%	The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355 (2)		404,344		20,303,558		20,303,558		8.44%

BlackRock, Inc. 55 East 52nd Street New York, New York 10022 (3)		14,476,947		17,062,252		17,062,252		6.80%	BlackRock, Inc. 55 East 52nd Street New York, New York 10055 (3)		14,637,688		17,874,864		17,874,864		7.40%

State Street Corporation State Street Financial Center One Lincoln Street Boston, Massachusetts 02111 (4)		11,314,151		12,068,382		12,432,605		4.90%

(1)

The percent of common stock is based on information reported in SEC filings as noted in footnotes (2) through (3) below.

(2)

On February ~~13, 2019,~~10, 2021, The Vanguard Group (“Vanguard”) filed an amended Schedule 13G with the SEC disclosing its beneficial ownership of the Company’s common stock. Vanguard has certified in its amended Schedule 13G filing that the Company’s common stock was acquired and is held in the ordinary course of business, and was not acquired and is not held for the purpose of changing or influencing control of the Company. The amended Schedule 13G does not identify any shares with respect to which there is a right to acquire beneficial ownership.

(3)

On February ~~7, 2019,~~1, 2021, BlackRock, Inc. (“BlackRock”) filed an amended Schedule 13G with the SEC disclosing its beneficial ownership of the Company’s common stock. BlackRock has certified in its amended Schedule 13G filing that the Company’s common stock was acquired and is held in the ordinary course of business, and was not acquired and is not held for the purpose of changing or influencing control of the Company. The amended Schedule 13G does not identify any shares with respect to which there is a right to acquire beneficial ownership.

~~108~~

~~2019 Proxy Statement~~

~~OWNERSHIP OF COMPANY STOCK~~ ~~(continued)~~

~~(4)~~

On February 12, 2019, State Street Corporation (“State Street”) filed an amended Schedule 13G with the SEC disclosing its beneficial ownership of the Company’s common stock. State Street has certified in its amended Schedule 13G filing that the Company’s common stock was acquired and is held in the ordinary course of business, and was not acquired and is not held for the purpose of changing or influencing control of the Company. The amended Schedule 13G does not identify any shares with respect to which there is a right to acquire beneficial ownership.

~~2019~~2021 Proxy Statement ~~109~~113

~~BENEFICIAL OWNERSHIP REPORTING AND ACCOUNTING FIRM FEES AND SERVICES~~AUDIT COMMITTEE MATTERS

~~SECTION 16(a) BENEFICIAL OWNERSHIP~~
~~REPORTING COMPLIANCE~~AUDIT COMMITTEE MATTERS

~~Under SEC rules, our Directors, executive officers~~The Audit Committee (the “Committee”) has sole authority and ~~holders~~responsibility for the recommendation of, ~~more than 10%~~compensation, retention and oversight of ~~our stock, if any, are required to file with~~ the ~~SEC reports~~work of ~~holdings and changes in beneficial ownership~~the independent public accounting firm engaged for the purpose of ~~Company stock. We have reviewed copies of these SEC reports as well as other records and information. Based~~preparing or issuing the audit report or performing the audit for the Company. Additional information regarding the Committee’s obligations can be found on ~~that review, we believe that all reports were timely filed during 2018.~~page 50.

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES AND SERVICES~~

~~Shareholders are being asked to ratify~~The Board, after receiving a favorable recommendation from the ~~appointment of~~Audit Committee, has selected Ernst & Young LLP (“EY”) to serve as the independent ~~Registered Public Accounting Firm for~~auditor of the Company and its subsidiaries for ~~2019. Please see page~~ ~~125~~ ~~of this Proxy Statement for voting information.~~2021. A representative of ~~Ernst & Young LLP~~EY is expected to be present at the Annual Meeting with the opportunity to make a statement if the representative desires to do so, and such representative will be available to respond to appropriate questions.

Shareholders are being asked to ratify the appointment of EY as the Independent Auditor for the Company and its subsidiaries for 2021. Please see page 120 of this Proxy Statement for voting information. Notwithstanding ratification of EY’s appointment by shareholders, the Audit Committee may recommend, and the Board of Directors may, change the appointment at any time if they determine that a change would be in the best interests of the Company and its shareholders.

Annual Evaluation of the Independent Auditor

In executing its responsibilities with regard to the performance evaluation of the independent auditor, the Committee considers, various factors including the following:

•

global reach relative to the Company’s business;

•

how effectively it demonstrated its independent judgment, and objectivity throughout its audit;

•

the quality and clarity of its communications with the Audit Committee;

•

external data relating to audit quality and performance, including recent Public Company Accounting Oversight Board reports of EY and its peer firms;

•

familiarity with our operations and businesses, accounting policies and practices and internal controls over financial reporting;

•

management’s perception of expertise and past performance;

•

the performance of the lead audit partner;

•

appropriateness of fees, and

•

tenure as our independent auditor.

EY has served as the Company's independent auditors since 1969. In considering the tenure of EY as our independent auditor, the Committee considers the benefits of a long tenure in light of the robust controls in place to safeguard independence.

114 2021 Proxy Statement

AUDIT COMMITTEE MATTERS (continued)

[MISSING IMAGE: tm212525d1-fc_benefitpn.jpg]

Over the past two years, the Committee has discussed extensively its desire to ensure and preserve the independence of the Company's external auditors. The Committee reviewed best practices and standards for independence controls and continually evaluates ways to strengthen such controls. For instance, the Committee has commenced reviewing Public Company Accounting Oversight Board reports of EY's peers and has formalized an annual private session with key members of management to review EY's performance and the independent control structure. Moreover, the Committee and management have been conscientious about work awarded to other independent auditing firms in order to establish independence so that we have the flexibility to tender for the assignment at the appropriate time. In light of the pending merger with IHS Markit Ltd., whose independent auditor is also EY, we believe it prudent to balance the benefits of a fresh view with the execution risk introduced by a new independent auditor at a time when it will be in the best interests of the Company and our shareholders that management be focused on integrating the two companies.

Appointment of the Independent Auditor

The Committee determines annually whether the independent auditor should be reappointed for another year. Considering its annual evaluation of the independent auditor and the independence controls referenced above, the Committee believes that the continued retention of EY to serve as the Company’s Independent Auditor is in the best interests of the Company and its shareholders and recommend that shareholders ratify the appointment of EY as the Company’s Independent Auditor for 2020. The Board and the Audit Committee may change the appointment at any time if they determine that a change would be in the best interests of the Company and its shareholders

2021 Proxy Statement 115

AUDIT COMMITTEE MATTERS (continued)

Fees to the Independent Auditor

During the years ended December 31, ~~2018~~2020 and December 31, ~~2017,~~2019, Ernst & Young LLP audited the consolidated financial statements of the Company and its subsidiaries. The aggregate fees that Ernst & Young LLP billed the Company for these years for professional services rendered were as follows:

Services Rendered	Year Ended 12/31/18			Year Ended 12/31/17			Services Rendered	Year Ended 12/31/20			Year Ended 12/31/19

Audit Fees		$	6,863,000		$	6,560,000	Audit Fees		$	5,847,000		$	7,356,000

Audit-Related Fees		$	1,736,000		$	1,636,000	Audit-Related Fees		$	1,760,000		$	1,825,000

Tax Compliance Fees		$	2,024,000		$	2,071,000	Tax Compliance Fees		$	1,085,000		$	2,349,000

All Other Fees			—			—	All Other Fees		$	2,000			—

•

Audit fees included fees for professional services rendered for the audits of the consolidated financial statements of the Company, audits of the effectiveness of the Company’s internal control over financial reporting, reviews of the quarterly consolidated financial statements, statutory audits, securities registration statements and accounting consultations on matters related to the annual audits or interim reviews.

•

Audit-related fees generally included fees for benefit plans or other special-purpose audits, and other attest services related to the Company’s regulatory environment

•

Tax compliance fees included fees ~~primarily~~ for tax compliance and related advice.

•

All other fees generally include fees for advisory services related to accounting principles, rules and regulations.

~~In addition, the~~Pre-Approval Policies and Procedures

The policies and procedures contained in the Audit Committee Charter (which can be viewed and downloaded from the Corporate Governance section of the Company’s Investor Relations website at http://investor.spglobal.com) provide ~~that the Committee must pre-approve both the~~that:

✔

pre-approval is required for any retention of the independent auditor for audit or non-audit ~~services and the fee for such services in accordance with the Company’s independence guidelines.~~

services;

~~110~~ ~~2019 Proxy Statement~~