S&P GLOBAL INC., DEF 14A filed on 3/31/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name S&P Global Inc.
Entity Central Index Key 0000064040
v3.26.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the following table provides information about the relationship between executive “Compensation Actually Paid” ​(as defined by SEC rules) and certain financial performance measures.
Our Compensation Committee believes in linking executive pay to Company performance and heavily weights variable compensation to reward achievements against pre-established, quantifiable financial performance objectives and individual strategic performance objectives. With the majority of executive pay delivered as variable incentive compensation and in the form of equity-based awards that track our stock price performance over time, the value ultimately realized by our executives is directly tied to shareholder value creation. Please see the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the decisions made by our Compensation Committee regarding CEO and NEO pay for performance alignment, and the compensation actually received by our NEOs, which differs from the amounts in the table set forth below.
“Compensation Actually Paid”, calculated in accordance with SEC rules, requires several adjustments to the values of our vested and unvested equity awards based on year-end stock price, various accounting valuation assumptions and projected performance payout factors for outstanding performance-based equity awards. As a result, the amounts in the table below do not reflect the actual amount of compensation earned or paid to our NEOs, and the Compensation Committee did not consider these amounts when making its incentive compensation decisions.
Value of Initial Fixed $100
Investment Based On:
Year
(a)
Summary
Compensation
Table Total
for CEO
(Cheung) (1)
($) (b)
“Compensation
Actually Paid”
to CEO
(Cheung) (2)
($) (c)
Summary
Compensation
Table Total for
Former CEO
(Peterson) (1)
($) (d)
“Compensation
Actually Paid”
to Former CEO
(Peterson) (2)
($) (e)
Average
Summary
Compensation
Table Total
for Non-CEO
NEOs (1)
($) (f)
Average
“Compensation
Actually Paid”
to Non-CEO
NEOs (2)
($) (g)
Total
Shareholder
Return (3)
($) (h)
Peer
Group
Total
Shareholder
Return (3)
($) (i)
Net Income
(in Millions) (4)
($) (j)
Non-GAAP
ICP
Adjusted
Diluted
Earnings
Per
Share (5)
($) (k)
2025
$ 12,831,062 $ 16,625,418 $ $ $ 6,916,011 $ 8,527,668 $ 166 $ 155 $ 4,820 $ 18.20
2024
$ 7,574,922 $ 15,204,871 $ 23,979,719 $ 54,929,776 $ 4,727,987 $ 5,873,856 $ 157 $ 148 $ 4,167 $ 16.23
2023
$ $ $ 19,506,412 $ 31,021,988 $ 5,628,458 $ 9,139,695 $ 138 $ 128 $ 2,893 $ 14.06
2022
$ $ $ 28,637,507 $ (9,225,719) $ 11,341,452 $ 3,426,362 $ 104 $ 98 $ 3,522 $ 12.36
2021
$ $ $ 16,143,770 $ 45,607,587 $ 5,083,397 $ 11,305,553 $ 145 $ 128 $ 3,263 $ 13.43
(1)
Douglas Peterson served as our President and CEO until Martina Cheung became our President and CEO on November 1, 2024. Compensation for our current and former CEOs reflects the amounts reported in the “Summary Compensation Table” for the respective years in which each served as our CEO. Average compensation for non-CEO NEOs is based on the compensation of the following NEOs: (i) in 2025, Christopher Craig, Steven Kemps, Saugata Saha, Daniel Draper, William Eager and Eric Aboaf; (ii) in 2024, Christopher Craig, Ewout Steenbergen, Sally Moore, Steven Kemps, Saugata Saha and Adam Kansler; (iii) in 2023 and 2022, Ewout Steenbergen, Martina Cheung, Adam Kansler and Daniel Draper; and (iv) in 2021, Ewout Steenbergen, John Berisford, Martina Cheung and Saugata Saha.
(2)
“Compensation actually paid” for our CEO, former CEO, and average “compensation actually paid” for our non-CEO NEOs in each fiscal year reflects the respective Summary Compensation Table total amounts as set forth in columns (b), (d) and (f) of the table above, respectively, adjusted as set forth in the table below, as determined in accordance with SEC rules. For information regarding the decisions made by our Compensation Committee in regards to the CEO’s and other NEOs’ compensation for fiscal year 2025, see pages 48 through 54 of this Proxy Statement.
CEO
2025
Average
Non-CEO
NEOs
2025
Summary Compensation Table Total $ 12,831,062 $ 6,916,011
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year $ (8,978,041) $ (4,071,546)
Plus Year-End Fair Value of Outstanding Unvested Awards Granted in the Covered Year $ 9,709,811 $ 4,743,111
Change in Fair Value of Outstanding Unvested Awards from Prior Years $ 833,977 $ 306,035
Plus Fair Value as of the Vesting Date of Vested Awards Granted in the Covered Year $ 870,112 $ 234,991
Change in Fair Value of Awards from Prior Years that Vested in the Covered Year $ 1,335,847 $ 387,083
Less Fair Value of Awards Forfeited during the Covered Year $ $
Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards $ 25,043 $ 12,255
Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans $ (2,393) $ (272)
Plus Aggregate Service Cost and Prior Service Cost for Pension Plans $ $
“Compensation Actually Paid”
$ 16,625,418 $ 8,527,668
Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date.
The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the covered year in the Summary Compensation Table. Service cost is calculated as the actuarial present value of benefits under all pension plans attributable to services rendered during the covered fiscal year. Prior service cost is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributable by the benefit formula to services rendered in periods prior to the applicable amendment.
(3)
TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025 (the “2021-2025 Measurement Period”), 2024 (the “2021-2024 Measurement Period”), 2023 (the “2021-2023 Measurement Period”), 2022 (the “2021-2022 Measurement Period”) and 2021 (the “2021 Measurement Period”), respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is (i) with respect to the 2021 Measurement Period, the same as our peer group as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and (ii) with respect to the 2021-2022 Measurement Period, (x) for the portion of such measurement period ending on December 31, 2021, the same as our peer group as set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, and (y) for the portion of such measurement period beginning on January 1, 2022 and ending on December 31, 2022, the same as our peer group as set forth in our Annual Report on Form 10-K for the year ended December 31, 2022. In 2022, due to the closing of our merger, IHS Markit was removed from the Company’s peer group. With respect to the 2021-2025 Measurement Period, the peer group for purposes of this table is the same as our peer group as set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, which is also the same as the peer group used for the 2021-2024 and 2021-2023 Measurement Periods, and the portion of the 2021-2022 Measurement Period beginning on January 1, 2022 and ending on December 31, 2022.
(4)
Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021.
(5)
For 2022, non-GAAP ICP Adjusted Diluted EPS is presented on a pro forma basis as if the merger with IHS Markit had closed on January 1, 2021. For 2021, 2023, 2024 and 2025, non-GAAP ICP Adjusted Diluted EPS is presented on a stand-alone basis. For descriptions and reconciliations of the non-GAAP adjustments made to the most directly comparable financial measures calculated in accordance with GAAP, see Appendix A.
       
Company Selected Measure Name Adjusted Diluted EPS        
Named Executive Officers, Footnote
(1)
Douglas Peterson served as our President and CEO until Martina Cheung became our President and CEO on November 1, 2024. Compensation for our current and former CEOs reflects the amounts reported in the “Summary Compensation Table” for the respective years in which each served as our CEO. Average compensation for non-CEO NEOs is based on the compensation of the following NEOs: (i) in 2025, Christopher Craig, Steven Kemps, Saugata Saha, Daniel Draper, William Eager and Eric Aboaf; (ii) in 2024, Christopher Craig, Ewout Steenbergen, Sally Moore, Steven Kemps, Saugata Saha and Adam Kansler; (iii) in 2023 and 2022, Ewout Steenbergen, Martina Cheung, Adam Kansler and Daniel Draper; and (iv) in 2021, Ewout Steenbergen, John Berisford, Martina Cheung and Saugata Saha.
       
Peer Group Issuers, Footnote
(3)
TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025 (the “2021-2025 Measurement Period”), 2024 (the “2021-2024 Measurement Period”), 2023 (the “2021-2023 Measurement Period”), 2022 (the “2021-2022 Measurement Period”) and 2021 (the “2021 Measurement Period”), respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is (i) with respect to the 2021 Measurement Period, the same as our peer group as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and (ii) with respect to the 2021-2022 Measurement Period, (x) for the portion of such measurement period ending on December 31, 2021, the same as our peer group as set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, and (y) for the portion of such measurement period beginning on January 1, 2022 and ending on December 31, 2022, the same as our peer group as set forth in our Annual Report on Form 10-K for the year ended December 31, 2022. In 2022, due to the closing of our merger, IHS Markit was removed from the Company’s peer group. With respect to the 2021-2025 Measurement Period, the peer group for purposes of this table is the same as our peer group as set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, which is also the same as the peer group used for the 2021-2024 and 2021-2023 Measurement Periods, and the portion of the 2021-2022 Measurement Period beginning on January 1, 2022 and ending on December 31, 2022.
       
Adjustment To PEO Compensation, Footnote
(2)
“Compensation actually paid” for our CEO, former CEO, and average “compensation actually paid” for our non-CEO NEOs in each fiscal year reflects the respective Summary Compensation Table total amounts as set forth in columns (b), (d) and (f) of the table above, respectively, adjusted as set forth in the table below, as determined in accordance with SEC rules. For information regarding the decisions made by our Compensation Committee in regards to the CEO’s and other NEOs’ compensation for fiscal year 2025, see pages 48 through 54 of this Proxy Statement.
CEO
2025
Average
Non-CEO
NEOs
2025
Summary Compensation Table Total $ 12,831,062 $ 6,916,011
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year $ (8,978,041) $ (4,071,546)
Plus Year-End Fair Value of Outstanding Unvested Awards Granted in the Covered Year $ 9,709,811 $ 4,743,111
Change in Fair Value of Outstanding Unvested Awards from Prior Years $ 833,977 $ 306,035
Plus Fair Value as of the Vesting Date of Vested Awards Granted in the Covered Year $ 870,112 $ 234,991
Change in Fair Value of Awards from Prior Years that Vested in the Covered Year $ 1,335,847 $ 387,083
Less Fair Value of Awards Forfeited during the Covered Year $ $
Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards $ 25,043 $ 12,255
Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans $ (2,393) $ (272)
Plus Aggregate Service Cost and Prior Service Cost for Pension Plans $ $
“Compensation Actually Paid”
$ 16,625,418 $ 8,527,668
Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date.
The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the covered year in the Summary Compensation Table. Service cost is calculated as the actuarial present value of benefits under all pension plans attributable to services rendered during the covered fiscal year. Prior service cost is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributable by the benefit formula to services rendered in periods prior to the applicable amendment.
       
Non-PEO NEO Average Total Compensation Amount $ 6,916,011 $ 4,727,987 $ 5,628,458 $ 11,341,452 $ 5,083,397
Non-PEO NEO Average Compensation Actually Paid Amount $ 8,527,668 5,873,856 9,139,695 3,426,362 11,305,553
Adjustment to Non-PEO NEO Compensation Footnote
(2)
“Compensation actually paid” for our CEO, former CEO, and average “compensation actually paid” for our non-CEO NEOs in each fiscal year reflects the respective Summary Compensation Table total amounts as set forth in columns (b), (d) and (f) of the table above, respectively, adjusted as set forth in the table below, as determined in accordance with SEC rules. For information regarding the decisions made by our Compensation Committee in regards to the CEO’s and other NEOs’ compensation for fiscal year 2025, see pages 48 through 54 of this Proxy Statement.
CEO
2025
Average
Non-CEO
NEOs
2025
Summary Compensation Table Total $ 12,831,062 $ 6,916,011
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year $ (8,978,041) $ (4,071,546)
Plus Year-End Fair Value of Outstanding Unvested Awards Granted in the Covered Year $ 9,709,811 $ 4,743,111
Change in Fair Value of Outstanding Unvested Awards from Prior Years $ 833,977 $ 306,035
Plus Fair Value as of the Vesting Date of Vested Awards Granted in the Covered Year $ 870,112 $ 234,991
Change in Fair Value of Awards from Prior Years that Vested in the Covered Year $ 1,335,847 $ 387,083
Less Fair Value of Awards Forfeited during the Covered Year $ $
Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards $ 25,043 $ 12,255
Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans $ (2,393) $ (272)
Plus Aggregate Service Cost and Prior Service Cost for Pension Plans $ $
“Compensation Actually Paid”
$ 16,625,418 $ 8,527,668
Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date.
The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the covered year in the Summary Compensation Table. Service cost is calculated as the actuarial present value of benefits under all pension plans attributable to services rendered during the covered fiscal year. Prior service cost is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributable by the benefit formula to services rendered in periods prior to the applicable amendment.
       
Compensation Actually Paid vs. Total Shareholder Return
(1) “Compensation Actually Paid” and TSR
[MISSING IMAGE: bc_paidvstsr-pn.jpg]
       
Compensation Actually Paid vs. Net Income
(2) “Compensation Actually Paid” and Net Income
[MISSING IMAGE: bc_paidvsnetincome-pn.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
(3) “Compensation Actually Paid” and Non-GAAP ICP Adjusted Diluted EPS
[MISSING IMAGE: bc_paidvsadj-pn.jpg]
       
Total Shareholder Return Vs Peer Group
(1) “Compensation Actually Paid” and TSR
[MISSING IMAGE: bc_paidvstsr-pn.jpg]
       
Tabular List, Table
Our Most Important Performance Measures
The following table sets forth an unranked list of the performance measures which we view as the “most important” measures for linking our NEOs’ compensation to short- and long-term Company performance. For more information on how our Compensation Committee uses these metrics to assess the performance of our NEOs and determines executive compensation within our pay-for-performance compensation framework, please see the Compensation Discussion and Analysis section of this Proxy Statement beginning on page 31.
Performance Measure
Considerations
Non-GAAP ICP Adjusted Diluted EPS
Used as the sole metric for our 3-year long-term Performance Share Unit (PSU) Awards, which account for the largest component of executive pay, this metric drives long-term value creation for our shareholders, as it considers capital allocation decisions as well as the importance of continual discipline in operating performance
Non-GAAP ICP Adjusted Revenue Growth
Used to determine 35% of annual short-term incentive pool funding for our NEOs, this metric strengthens the importance of growth and scale to our Company
Non-GAAP ICP Adjusted EBITA Margin
Used to determine 35% of annual short-term incentive pool funding for our NEOs, this metric draws focus on margin expansion driven by revenue growth, cost discipline and productivity
       
Total Shareholder Return Amount $ 166 157 138 104 145
Peer Group Total Shareholder Return Amount 155 148 128 98 128
Net Income (Loss) $ 4,820,000,000 $ 4,167,000,000 $ 2,893,000,000 $ 3,522,000,000 $ 3,263,000,000
Company Selected Measure Amount | $ / shares 18.2 16.23 14.06 12.36 13.43
PEO Name Martina Cheung        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Diluted EPS        
Non-GAAP Measure Description
(5)
For 2022, non-GAAP ICP Adjusted Diluted EPS is presented on a pro forma basis as if the merger with IHS Markit had closed on January 1, 2021. For 2021, 2023, 2024 and 2025, non-GAAP ICP Adjusted Diluted EPS is presented on a stand-alone basis. For descriptions and reconciliations of the non-GAAP adjustments made to the most directly comparable financial measures calculated in accordance with GAAP, see Appendix A.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Revenue Growth        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted EBITA Margin        
Martina Cheung [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 12,831,062 $ 7,574,922
PEO Actually Paid Compensation Amount 16,625,418 15,204,871
Douglas L. Peterson [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 23,979,719 19,506,412 28,637,507 16,143,770
PEO Actually Paid Compensation Amount $ 54,929,776 $ 31,021,988 $ (9,225,719) $ 45,607,587
PEO | Martina Cheung [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,393)        
PEO | Martina Cheung [Member] | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Martina Cheung [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (8,978,041)        
PEO | Martina Cheung [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,709,811        
PEO | Martina Cheung [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 833,977        
PEO | Martina Cheung [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 870,112        
PEO | Martina Cheung [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,335,847        
PEO | Martina Cheung [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 25,043        
PEO | Martina Cheung [Member] | Fair Value of Awards Forfeited during the Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (272)        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,071,546)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,743,111        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 306,035        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 234,991        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 387,083        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 12,255        
Non-PEO NEO | Fair Value of Awards Forfeited during the Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure We do not currently grant awards of stock options, stock appreciation rights or similar option-like instruments; therefore, we do not have any policies or practices on the timing of such awards in relation to the disclosure of material nonpublic information.
Award Timing Method We do not currently grant awards of stock options, stock appreciation rights or similar option-like instruments; therefore, we do not have any policies or practices on the timing of such awards in relation to the disclosure of material nonpublic information.
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We do not currently grant awards of stock options, stock appreciation rights or similar option-like instruments; therefore, we do not have any policies or practices on the timing of such awards in relation to the disclosure of material nonpublic information.
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true