Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

We issue stock-based incentive awards to our eligible employees under the 2019 Employee Stock Incentive Plan and to our eligible non-employee members of the Board of Directors under a Director Deferred Stock Ownership Plan. No further awards may be granted under the 2002 Employee Stock Incentive Plan (the “2002 Plan”), although awards granted under the 2002 Plan prior to the adoption of the new 2019 Plan in June of 2019 remain outstanding in accordance with their terms.

•2019 Employee Stock Incentive Plan (the “2019 Plan”) – The 2019 Plan permits the granting of stock options, stock appreciation rights, restricted stock awards, performance awards, and other stock-based awards.

•Director Deferred Stock Ownership Plan (the “Director Plan”) – Under the Director Plan, common stock reserved may be credited to deferred stock accounts for eligible non-employee members of the Board of Directors. In general, the plan requires that 50% of eligible Directors’ annual compensation and dividend equivalents be credited to deferred stock accounts. Each Director may also elect to defer all or a portion of the remaining compensation and have an equivalent number of shares credited to their deferred stock account. Recipients under this plan are not required to provide consideration to us other than rendering service. Shares will be delivered as of the date a recipient ceases to be a member of the Board of Directors or within five years thereafter, if so elected. The plan will remain in effect until terminated by the Board of Directors or until no shares of stock remain available under the plan.

•2014 Equity Incentive Award Plan and the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan (the “IHS Markit’s equity plans”) – In connection with the merger with IHS Markit, we assumed the outstanding restricted stock units, performance-based restricted stock units, deferred stock units, and stock options granted under IHS Markit’s equity plans, converted using the 0.2838 merger exchange ratio. From the merger date, no additional awards under these plans may be granted; however, the outstanding awards that were converted at the merger date continue to vest in accordance with the terms of the merger agreement.

The number of common shares reserved for issuance under the 2019 Plan are as follows:


(in millions)	December 31,
	2023	2022
Shares available for granting 1	18.3	19.3
Options outstanding	0.1	0.2
Total shares reserved for issuance	18.4	19.5

1 Shares reserved for issuance under the Director Plan are less than 1.0 million at both December 31, 2023 and 2022.

We issue treasury shares upon exercise of stock options and the issuance of restricted stock other stock-based awards. To offset the dilutive effect of our equity compensation plans, we periodically repurchase shares. See Note 9 – Equity for further discussion.

Stock-based compensation expense and the corresponding tax benefit are as follows:


(in millions)	Year Ended December 31,
	2023		2022		2021
Stock option expense	$	—	$	—	$	—
Restricted stock and other stock-based awards expense	171		214		122
Total stock-based compensation expense	$	171	$	214	$	122

Tax benefit	$	32	$	38	$	20

Stock Options

Stock options may not be granted at a price less than the fair market value of our common stock on the date of grant. Stock options granted vest over a four-year service period and have a maximum term of 10 years. Stock option compensation costs are recognized from the date of grant, utilizing a four-year graded vesting method. Under this method, more than half of the costs are recognized over the first twelve months, approximately one-quarter of the costs are recognized over a twenty-four month period starting from the date of grant, approximately one-tenth of the costs are recognized over a thirty-six month period starting from the date of grant, and the remaining costs are recognized over a forty-eight month period starting from the date of grant.

There were no stock options granted in 2023, 2022 and 2021.

Stock option activity is as follows:


(in millions, except per award amounts)	Shares	Weighted average exercise price		Weighted-average remaining years of contractual term	Aggregate intrinsic value
Options outstanding as of December 31, 2022	0.2	$	68.02
Exercised	(0.1)	$	64.92

Options outstanding as of December 31, 2023	0.1	$	77.25	0.79	$	24
Options exercisable as of December 31, 2023	0.1	$	77.25	0.79	$	24

Information regarding our stock option exercises is as follows:


(in millions)	Year Ended December 31,
	2023		2022		2021
Net cash proceeds from the exercise of stock options	$	13	$	7	$	13
Total intrinsic value of stock option exercises	$	55	$	13	$	41
Income tax benefit realized from stock option exercises	$	12	$	4	$	11

Restricted Stock and Other Stock-Based Awards

Restricted stock and other stock-based awards (performance and non-performance) have been granted under the 2002 Plan and 2019 Plan. Performance unit awards only vest if we achieve certain financial goals over the performance period. Restricted stock non-performance awards have various vesting periods (generally three years). Recipients of restricted stock and unit awards are not required to provide consideration to us other than rendering service.

The stock-based compensation expense for restricted stock and other stock-based awards is determined based on the market price of our stock at the grant date of the award applied to the total number of awards that are anticipated to fully vest. For performance awards, adjustments are made to expense consistent with the expected percent achievement of the performance goals.

Restricted stock and other stock-based award activity is as follows:


(in millions, except per award amounts)	Shares		Weighted-average grant-date fair value
Balance as of December 31, 2022	1.6		$	364.50
Granted	0.6		$	374.00
Vested	(0.8)		$	388.31
Forfeited	—		$	325.24
Balance as of December 31, 2023	1.4		$	365.51
Total unrecognized compensation expense related to restricted awards	$	159
Weighted-average years to be recognized over	1.2


	Year Ended December 31,
	2023		2022		2021
Weighted-average grant-date fair value per award	$	374.00	$	384.65	$	296.49
Total fair value of restricted stock and other stock-based awards vested	$	323	$	146	$	243
Tax benefit relating to restricted award activity	$	71	$	30	$	48