Martina Cheung
About Martina Cheung
Martina L. Cheung (age 49) is President & CEO of S&P Global and a member of the Board of Directors (director since 2024). She was appointed CEO effective November 1, 2024 after leading Ratings (2022–2024) and Market Intelligence (2019–2022), and previously served as S&P Global’s Chief Strategy Officer; she holds a bachelor’s in commerce and a master’s in business studies from the National University of Ireland, Galway . Under her leadership influence in 2024, SPGI delivered revenue of $14.208B (+14% YoY), GAAP net income of $3.852B (+47% YoY), GAAP diluted EPS of $12.35 (+50% YoY), and returned >$4.4B to shareholders; SPGI’s 5-year TSR value of $100 grew to $189 vs. peer $176 through 2024 year-end . Governance is structured with an Independent Board Chair; all nominees are independent except the CEO; Cheung serves on the Executive Committee .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| S&P Global | President & CEO; Director | 2024–present | CEO effective Nov 1, 2024; joins Board effective Jul 1, 2024; oversees enterprise strategy and execution . |
| S&P Global Ratings | President; Executive Lead, Sustainable1 | 2022–2024 | Delivered Ratings non-GAAP ICP Adjusted Revenue +31% YoY to $4,373M and expanded non-GAAP ICP Adjusted EBITA margin +762 bps to 64.1% in 2024; drove GenAI adoption (“SparkAIR”) . |
| S&P Global Market Intelligence | President | 2019–2022 | Led integration and growth initiatives; contributed to IHS Markit merger (2022) and SNL Financial acquisition (2015) . |
| S&P Global (Corporate) | Chief Strategy Officer; Head of Risk Services (MI) | — | Led strategy; expanded risk services capability (years not specified) . |
| S&P Global Ratings | VP, Operations | 2010 (joined) | Operational leadership as entry role at S&P Global . |
| Accenture | Financial Services Strategy | Prior to 2010 | Strategy leadership experience . |
| Mitchell Madison Consulting | Partner | Prior to 2010 | Consulting leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Catholic Charities New York | Board of Trustees | — | Non-profit governance . |
| Council on Foreign Relations | Member | — | Policy/community engagement . |
| Economic Club of New York | Member | — | Industry leadership forum . |
| CFTC Subcommittee on Climate-Related Market Risk | Member | — | Regulatory advisory role . |
| CRISIL (India) | Former Board Member | — | Prior directorship; global analytics/rating affiliate . |
Fixed Compensation
Multi-year actual compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 750,000 | 750,000 | 791,667 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 9,750,049 | 3,249,781 | 3,745,257 |
| Non-Equity Incentive Plan ($) | 967,500 | 1,710,000 | 2,615,748 |
| Change in Pension/Deferred Comp ($) | — | 2,621 | — |
| All Other Compensation ($) | 254,317 | 225,147 | 422,250 |
| Total ($) | 11,721,866 | 5,937,549 | 7,574,922 |
Base salary level and changes:
| Item | Amount |
|---|---|
| 2024 Annualized Base Salary (pre Nov 1) | $750,000 |
| 2024 Annualized Base Salary (Nov 1 increase) | $1,000,000 |
| 2025 Base Salary | $1,000,000 |
Target compensation (approved in connection with CEO appointment; effective Nov 1, 2024; 2025 LTI effective with Mar 2025 grant):
| Component | 2024 Target | 2025 Target |
|---|---|---|
| Base Salary | $1,000,000 | $1,000,000 |
| Target Annual Incentive | $2,250,000 | $2,250,000 |
| Target Long-Term Incentives | $3,750,000 | $9,000,000 |
| Target Total Direct Compensation | $12,250,000 | — |
Perquisites (2024): Company contributions to DC plans $217,052; charitable match $40,000; personal security/transport $149,971 (included in “All Other”) .
Performance Compensation
Design and metrics:
- Annual incentive (STIC): Enterprise non-GAAP ICP Adjusted Revenue and non-GAAP ICP Adjusted EBITA Margin; 2024 enterprise STIC funded at 151.29% of target . CEO blended payout for 2024: 160.97% of target, paying $2,615,748 .
- LTI mix: 70% PSUs, 30% RSUs; PSUs tied to 3-year cumulative non-GAAP ICP Adjusted EPS (0–200% payout), vesting at end of 3-year period; RSUs time-based, vesting 33%/33%/34% over three years .
Key 2024 actions and outcomes:
| Award/Metric | Target/Grant | Actual/Payout | Vesting |
|---|---|---|---|
| STIC (2024) | Target $2,250,000 | CEO payout $2,615,748 (160.97% of target); enterprise funding 151.29% | Cash paid per plan |
| 2024 PSUs (granted 3/1/2024) | Target 6,111 sh; GDFV $2,621,680 | In-cycle (2024–2026), not yet settled | Cliff at end of 3-year period |
| 2024 RSUs (granted 3/1/2024) | 2,619 sh; GDFV $1,123,577 | — | 33% on 12/31/2024; 33% on 12/31/2025; 34% on 12/31/2026 |
| Long-term PSU outcome (2012024 cycle) | — | 2022 PSU Award earned 40.07% (below target) | Settled per plan |
Other notable performance linkage:
- 2024 PSU performance metric shifted from 3-year EPS CAGR to 3-year cumulative non-GAAP ICP Adjusted EPS to better reward sustained long-term performance and reduce single-year volatility .
Equity Ownership & Alignment
- Beneficial ownership: 17,203 shares as of March 6, 2025; below 1% of outstanding shares (group of 26 insiders at 0.1%) .
- Outstanding/unvested equity (12/31/2024): 1,755 time-based RSUs from 2024 grant ($874,043 MV); unearned PSUs outstanding: 12,222 (2024 cycle, $6,086,923 MV), 13,470 (2023 cycle, $6,708,464 MV), 16,642 (2022 cycle, $8,288,215 MV) .
- 2024 vesting realized: 5,000 shares vested, value $2,490,150 .
- Stock ownership guidelines: CEO required minimum holding = 7x base salary; executives must retain 100% of current and net vested shares until compliant; all covered NEOs (post-transition) in compliance as of March 6, 2025 .
- Hedging/pledging: Prohibited for directors and executive officers; directors have no pledged shares .
Implications for supply/pressure:
- RSU vesting cadence on December 31 each year (for 2024 grants) may create periodic settlement-related liquidity events; PSUs cliff vest after 3 years, concentrating delivery in Q1 following performance certification .
Employment Terms
Severance and change-in-control (CIC) economics:
- Senior Executive Severance Plan (CEO): upon qualifying termination, (i) salary continuation for 12 months with benefits, (ii) lump sum at end of severance period equal to 12 months base salary, plus (iii) additional lump sum = 10% of the lump sum in lieu of benefits; double-trigger CIC: severance during the period equals annual base salary + annual target incentive, plus a lump sum equal to the same amount + 10% in lieu of benefits .
- Estimated severance value (as of 12/31/2024): $2,126,675 (involuntary termination); $6,851,675 (termination following CIC) .
- Incentive awards under CIC: STIC pays pro rata based on average of prior three years; RSUs/PSUs follow double-trigger treatment—assumed awards roll into successor and continue vesting; if not assumed or upon qualifying termination within 24 months, RSUs/converted PSUs vest in full; PSUs convert based on target if <50% of period completed or actual (or greater of actual/target starting with 2024 PSUs) if ≥50% completed; no excise tax gross-up—cutback applies if beneficial after-tax .
- RSU treatment on non-CIC separations: pro rata vesting for death, disability, retirement, or termination without cause (subject to release); delivery on scheduled dates (except death) .
- Clawbacks: Dodd-Frank restatement recovery policy plus broader voluntary misconduct/material negative impact policies in place .
- Pension/retirement: Participates in ERP/ERPS; 2024 present value change decreased by $1,057 .
Board Governance
- Board service: Director since 2024; current position: President & CEO; committee: Executive Committee .
- Independence: All director nominees are independent except the CEO; SPGI has an Independent Board Chair .
- Attendance: In 2024, no director attended <75% of Board/committee meetings; Board held 10 meetings .
- Director compensation: Employee directors receive no additional Board/committee fees .
Dual-role implications:
- As CEO and a director, Cheung participates in the Executive Committee; independence safeguarded by Independent Board Chair and fully independent standing committees (Audit, Compensation, Nominating), with executive sessions at every meeting .
Say-on-Pay, Peer Benchmarking, and Shareholder Feedback
- Say-on-Pay: 95.6% approval in 2024, with no significant investor concerns reported during outreach .
- Compensation peer group (unchanged for 2024–2025) includes American Express, ADP, BlackRock, CME Group, FIS, Fiserv, ICE, Marsh & McLennan, Mastercard, Moody’s, PayPal, State Street, T. Rowe Price, Schwab, Thomson Reuters, Visa; SPGI revenue near 25th–median, market cap >75th percentile vs peers .
- Pay mix: 2024 targeted comp approx. 86% variable for the CEO; 2025 targeted comp 92% variable for the CEO .
Performance & Track Record
- Enterprise 2024 results: Revenue $14.208B (+14%), GAAP net income $3.852B (+47%), GAAP diluted EPS $12.35 (+50%), >$4.4B returned to shareholders; 52nd consecutive annual dividend increase .
- Segment execution (Ratings under Cheung prior to Nov 1, 2024): Ratings revenue +31% to $4,373M; non-GAAP ICP Adjusted EBITA margin 64.1% (+762 bps) .
- Shareholder value: 5-year TSR value $189 vs. peer $176 through 12/31/2024 (base $100 at 12/31/2019) .
Director Compensation (for context)
- Employee directors (including the CEO) do not receive director fees or equity for Board service; non-employee directors receive cash retainer and deferred share credits with robust ownership, holding, and anti-hedging/pledging rules .
Compensation Structure Analysis (signals)
- Shift to 3-year cumulative EPS for PSUs (from 3-year EPS CAGR) lowers single-year volatility and better aligns with sustained performance—supportive for long-term focus; payout cap remains 200% .
- 2024 PSUs at 70% of LTI mix concentrate performance risk, while RSUs at 30% provide retention—balanced mix for retention and pay-for-performance .
- 2022 PSU cycle paid 40.07%, demonstrating downside sensitivity when multi-year performance underdelivers (reduces windfall risk) .
- Strong pay alignment affirmed by high Say-on-Pay (95.6%) and stringent governance (double-trigger CIC, no excise tax gross-ups, anti-hedging/pledging, clawbacks) .
Investment Implications
- Alignment: High variable pay (86–92%) and PSU-heavy LTI (70%) tied to multi-year cumulative adjusted EPS suggest strong linkage to earnings durability; downside outcomes (e.g., 2022 PSU at 40.07%) indicate real performance gating .
- Retention and turnover risk: Competitive CEO target TDC ($12.25M for 2024 setup; higher LTI target in 2025) plus clear severance/CIC protections and ownership/holding requirements reduce flight risk but also create vesting supply concentrations around Dec 31 and post-3-year PSU cycles .
- Trading watchpoints: RSUs vest 12/31 in 2025 and 2026 for 2024 grants; PSUs cliff vest post-2026 cycle certification (Q1 2027) which can lead to episodic insider share deliveries; hedging/pledging prohibitions and holding requirements limit discretionary selling, but tax withholding-related dispositions may occur near vest dates .
- Governance quality: Independent Chair, fully independent committees, double-trigger CIC, and clawbacks mitigate dual-role risks and support shareholder alignment—reducing governance discount risk .