S&P Global Inc. 10-Q

Item 5. Other Information IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT DISCLOSURE Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable laws and regulations. During the second quarter of 2024, the Company engaged in limited transactions or dealings related to the purchase or sale of information and informational materials, which are generally exempt from U.S. economic sanctions, with persons that are owned or controlled, or appear to be owned or controlled, by the Government of Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012. Commodities Insights provided subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency. Market Intelligence sourced certain trade data from Iran. The Company will continue to 60 monitor such activities closely. During the second quarter of 2024, the Company recorded no revenue or net profit attributable to the Commodities Insights transactions or dealings described above, which reflects the uncertainty of collection. The Company attributes a de minimis amount of gross revenues and net profits to the data sourced from Iran by Market Intelligence. RULE 10b5-1 PLAN ELECTIONS No Rule 10b5-1 trading arrangements or “non-Rule 10b5-1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) during the second quarter of 2024. COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS The following disclosure is intended to satisfy the Company’s obligation to provide disclosure pursuant to Item 5.02(e) of Form 8-K. On June 27, 2024, the Company announced that Douglas L. Peterson will be retiring as Chief Executive Officer and President of the Company, effective as of November 1, 2024 (the “ Transition Date ”), and thereafter is expected to serve as an employee and Senior Advisor until December 31, 2025. On July 29, 2024, the Company and Mr. Peterson entered into an agreement (the “ Peterson Advisor Agreement ”) setting forth the terms of Mr. Peterson’s non-executive role as a Senior Advisor and employee. Under the Peterson Advisor Agreement, on the Transition Date, Mr. Peterson will cease to serve as the Chief Executive Officer and President of the Company and will assume the role of Senior Advisor, and he will not stand for re-election to the Board of Directors of the Company (the “ Board ”) at the Company’s 2025 annual meeting. During the period commencing on the Transition Date and ending on the earliest of December 31, 2025 or Mr. Peterson’s resignation, death or termination of employment due to disability or cause (the “ Transition Period ”), Mr. Peterson will not be an officer of the Company, and will report to Martina L. Cheung (who, as previously announced, will become Chief Executive Officer and President of the Company as of the Transition Date) and to the Board, supporting the transition of responsibilities to Ms. Cheung and providing counsel to Ms. Cheung and the Board. Mr. Peterson will devote his full business time to the Company and its affiliates during the Transition Period (excepting time spent on certain outside board memberships and charitable, civic, industry and similar activities), and will perform the duties enumerated in the Peterson Advisor Agreement, including providing counsel and transition support to Ms. Cheung and the Board with respect to Company operations and strategic opportunities, facilitating the transition of relationships with customers, investors, regulators, central bankers, and domestic and international forums to Ms. Cheung, supporting and promoting the Company with respect to public policy and government relations, assisting with the development and implementation of the Company’s key strategic initiatives, supporting the review of the Company’s existing venture capital portfolio and strategy, and assisting with senior talent development. Mr. Peterson’s employment with the Company will cease automatically at the end of the Transition Period. Pursuant to the Peterson Advisor Agreement, during the Transition Period Mr. Peterson will receive a base salary at a rate of $1,500,000 per year, and he will be eligible for a 2025 annual bonus (the “ 2025 Bonus ”) on the same terms and conditions as other senior executives of the Company, provided that (i) the target amount of his 2025 Bonus will be $3,500,000, (ii) the amount actually payable in respect of his 2025 Bonus will not exceed $7,000,000, (iii) up to 30% of his 2025 Bonus will be determined by the Compensation and Leadership Development Committee of the Board based on its assessment of Mr. Peterson’s performance under the Peterson Advisor Agreement, and (iv) the payment of any 2025 Bonus will be conditioned on Mr. Peterson’s execution of a general release of claims against the Company and its affiliates in a customary form prescribed by the Company (a “ General Release ”) and to such release becoming irrevocable within 30 days following the end of 2025. The Peterson Advisor Agreement will not alter Mr. Peterson’s eligibility for a 2024 annual bonus, the target amount of such bonus or the other terms thereof. Subject to Mr. Peterson’s continued employment by the Company through January 1, 2025, the Company will grant to Mr. Peterson on January 1, 2025 a restricted stock unit award with a value of $5,000,000. Such restricted stock unit award will vest on December 31, 2025 (or, if earlier, Mr. Peterson’s death or termination due to disability), subject to Mr. Peterson’s continued employment through the vesting date, to Mr. Peterson’s execution of a General Release, and to such release becoming irrevocable within 30 days following the vesting date. Mr. Peterson’s outstanding equity awards will continue to vest in accordance with their terms during the Transition Period. During the Transition Period and except as otherwise provided in this paragraph, Mr. Peterson will continue to participate in the same employee benefit plans and programs that cover him presently. Mr. Peterson will cease participation in the Company’s Senior Executive Severance Plan on the Transition Date and will not participate in any other severance plan of the Company or its affiliates. Mr. Peterson will not participate in the 401(k) Savings and Profit Sharing Plan Supplement after 2024 (but he will continue to participate in that plan for 2024, subject to its terms). Personal use of corporate aircraft by Mr. Peterson will not be permitted during the Transition Period. During the Transition Period, Mr. Peterson will be reimbursed for all reasonable business expenses incurred in connection with providing the services under the Peterson Advisor Agreement, and he will be provided with an office and administrative support during the Transition Period and for four years thereafter. 61 Mr. Peterson is subject to restrictive covenants with the Company and its affiliates relating to non-competition, non-solicitation and confidentiality, and intellectual property assignment, among other provisions, and he reaffirmed those restricted covenants in the Peterson Advisor Agreement. The Peterson Advisor Agreement also includes a general release of claims by Mr. Peterson against the Company and its affiliates. The foregoing description of the Peterson Advisor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Peterson Advisor Agreement, a copy of which is attached to this Form 10-Q as Exhibit 10.1. In addition, on July 24, 2024, the Company agreed to pay $75,000 in legal fees and expenses incurred by Mr. Peterson in connection with the documentation of the Peterson Advisor Agreement. 62 Item 6. Exhibits (3.1) Amended and Restated Certificate of Incorporation of Registrant, as amended and restated on May 13, 2020 , incorporated by reference from the Registrant's Form 8-K filed May 18, 2020 (3.2) Amended and Restated By-Laws of Registrant, as amended and restated on September 27, 2023 , incorporated by reference from the Registrant's Form 8-K filed October 2, 2023 (10.1)* Special Advisor Agreement, by and between Douglas L. Peterson and S&P Global Inc., dated as of July 29 , 2024 (10.2)* Registrant's Director Deferred Stock Ownership Plan, as Amended and Restated effective May 1, 2024 , incorporated by reference from Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A filed on March 19, 2024 (15) Letter on Unaudited Interim Financials (31.1) Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (31.2) Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (32) Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (101.INS) Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (101.SCH) Inline XBRL Taxonomy Extension Schema (101.CAL) Inline XBRL Taxonomy Extension Calculation Linkbase (101.LAB) Inline XBRL Taxonomy Extension Label Linkbase (101.PRE) Inline XBRL Taxonomy Extension Presentation Linkbase (101.DEF) Inline XBRL Taxonomy Extension Definition Linkbase (104) Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101) * These exhibits relate to management contracts or compensatory plan arrangements. 63 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized. S&P Global Inc. Registrant Date: July 30, 2024 By: /s/ Christopher F. Craig Christopher F. Craig Interim Chief Financial Officer and Senior Vice President, Controller and Chief Accounting Officer 64