o | Preliminary Proxy Statement | |||||||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||||
x | Definitive Proxy Statement | |||||||
o | Definitive Additional Materials | |||||||
o | Soliciting Material Under §240.14a-12 |
ý | No fee required |
o | Fee paid previously with preliminary materials |
o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Dear Shareholders, Last year marked the best performance in CME Group history as clients seeking to navigate this new era of uncertainty turned to our markets in record numbers. While quantitative easing gave way to quantitative tightening, investors faced an extremely complex mix of global challenges, including the biggest interest rate shocks in recent memory, high inflation, supply chain disruptions, and Russia’s invasion of Ukraine. These major events, along with many others, elevated the need for risk management and created a flight to futures and options. Our average daily volume reached a record 23.3 million contracts for the year, up 19%, driven by financial products, options on futures, and volume from outside the U.S. This trading activity drove our total revenue to $5 billion, an increase of 7% over 2021. Given our strong performance, we were able to return significant capital to shareholders. We declared $3 billion in dividends in 2022, including an annual variable dividend of $1.6 billion. In total, CME Group has returned over $20.5 billion to shareholders in the form of dividends since 2012. During 2022, we successfully managed through significant market challenges while also making headway on a number of key initiatives. Importantly, we collaborated with the industry to shift order flow and open interest from LIBOR to SOFR. As a result, our SOFR futures and options now serve as the leading tools for hedging short-term interest rates. Our options markets also grew rapidly – with over 1 billion options traded – as volatility became an asset class in itself and our short-dated options products offered market participants greater flexibility in turbulent times. Further, 2022 also was a fundamental year for our Google partnership as we built out our cloud platform and successfully migrated some early applications. We have an aggressive migration plan for this year as well, including launching data products in the cloud. Though we can never predict the future, we can expect the whirlwind of geopolitical and economic shifts to continue ahead. As such, we will focus on helping our clients manage risk and capture new opportunities across every major investible asset class while we work with our Board of Directors and Management Team to execute our global growth strategy. Sincerely, | 2022 Business Highlights | |||||||||||||
23.3 Million Contracts Record Annual Average Daily Volume | ||||||||||||||
$5 Billion Total Revenue | ||||||||||||||
$3 Billion Aggregate Value of Declared Dividends | ||||||||||||||
$20.5 Billion Aggregate Value of Declared Dividends Since 2012 | ||||||||||||||
For a more detailed discussion of our financial performance, see our Annual Report on Form 10-K. |
Terrence A. Duffy Chairman and Chief Executive Officer |
Dear Shareholder: It is our pleasure to invite you to attend the 2023 annual meeting of shareholders of CME Group Inc. The meeting will be held at 10:00 a.m., Central Time, on Thursday, May 4, 2023 in the auditorium at CME Group, located at 20 South Wacker Drive, Chicago, Illinois. If you are unable to attend the meeting, please join the live webcast on our Investor Relations website at http://investor.cmegroup.com/investor-relations under "Events." A list of shareholders entitled to vote at the annual meeting will be available for shareholders as of the record date upon request by sending an email to annualmeeting@cmegroup.com. The list will also be accessible during the annual meeting. Shareholders will vote on the following: | ||||||||||||||||||||||||||
ITEM 1 | To elect seventeen directors that we refer to as “Equity directors.” | DATE & TIME Thursday, May 4, 2023 10:00 a.m. Central Time LOCATION Auditorium at CME Group's headquarters QUESTIONS May be submitted in advance to annualmeeting@cmegroup.com RECORD DATE March 6, 2023 | ||||||||||||||||||||||||
ITEM 2 | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023. | |||||||||||||||||||||||||
ITEM 3 | To approve, by advisory vote, the compensation of our named executive officers. | |||||||||||||||||||||||||
ITEM 4 | To approve, by advisory vote, the frequency of future votes on the compensation of our named executive officers. | |||||||||||||||||||||||||
ITEM 5 | To elect three Class B-1 directors, two Class B-2 directors and one Class B-3 director. | |||||||||||||||||||||||||
Whether or not you plan to attend the annual meeting, we encourage you to read the attached proxy statement and vote your shares as soon as possible. These proxy materials are being made available to shareholders on or around March 16, 2023. We appreciate your continued confidence in our company and look forward to you joining us on May 4, 2023 By order of the board of directors, | ||||||||||||||||||||||||||
Terrence A. Duffy Margaret A. Wright Chairman and Corporate Secretary Chief Executive Officer | Your vote is important. Please read this proxy statement and vote your shares. | |||||||||||||||||||||||||
Board Recommendation | Page | ||||||||||
ITEM 1 | Election of Equity directors | FOR each of the nominees | |||||||||
ITEM 2 | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023 | FOR | |||||||||
ITEM 3 | Advisory vote of the compensation of our named executive officers | FOR | |||||||||
ITEM 4 | Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers | 1 YEAR | |||||||||
Nominating and Governance Committee Recommendation | Page | ||||||||||
ITEM 5 | Election of Class B-1 directors | FOR all of the Class B-1 nominees | |||||||||
Election of Class B-2 directors | FOR all of the Class B-2 nominees | ||||||||||
Election of Class B-3 director | FORthe one Class B-3 nominee |
VIA INTERNET You can vote over the Internet at www.proxyvote.com by following the instructions provided in the Notice of Internet Availability of Proxy Materials (Notice) or proxy card. You may vote until 10:59 p.m., Central Time, on Wednesday, May 3, 2023. | ||||||||
BY MAIL If you requested to receive printed proxy materials, you can vote by mail pursuant to instructions provided on the Notice or proxy card. Be sure to allow sufficient time for delivery. | ||||||||
BY PHONE Registered owners of Class A shares may vote by calling 1-800-690-6903 (toll free). You will need to reference your control number when voting. Beginning on April 3, 2023, registered owners of Class A and Class B shares may contact Broadridge, as our Inspector of Election, to cast their vote by calling 1-866-232-3037 (toll free) or 1-720-358-3640 (Non-U.S. toll free). Registered shareholders will be asked to provide information to confirm their identity and share ownership. All calls will be recorded and voting confirmations will be sent by mail to the address of record. You may vote until 10:59 p.m., Central Time, on Wednesday, May 3, 2023. | ||||||||
IN PERSON - BY ATTENDING THE ANNUAL MEETING |
2023 PROXY STATEMENT | CME GROUP | 1 |
PROXY STATEMENT SUMMARY |
Name | Age | Director Since | Independent | AC | CHOC | CC | EC | FC | MROC | NGC | RC | ||||||||||||||||||||||||
Terrence A. Duffy | 64 | 1995 | l | ||||||||||||||||||||||||||||||||
Kathryn Benesh | 63 | N/A | |||||||||||||||||||||||||||||||||
Timothy S. Bitsberger | 63 | 2008 | n | n | l | n | |||||||||||||||||||||||||||||
Charles P. Carey | 69 | 2007 | l | n | n | ||||||||||||||||||||||||||||||
Dennis H. Chookaszian | 79 | 2004 | n | n | |||||||||||||||||||||||||||||||
Elizabeth A. Cook | 62 | 2015 | n | n | |||||||||||||||||||||||||||||||
Michael G. Dennis | 42 | 2020 | n | n | |||||||||||||||||||||||||||||||
Ana Dutra | 58 | 2015 | n | n | n | ||||||||||||||||||||||||||||||
Bryan T. Durkin | 62 | 2020 | n | ||||||||||||||||||||||||||||||||
Harold Ford Jr. | 52 | N/A | |||||||||||||||||||||||||||||||||
Martin J. Gepsman | 70 | 1994 | n | n | |||||||||||||||||||||||||||||||
Larry G. Gerdes | 74 | 2007 | n | n | l | n | |||||||||||||||||||||||||||||
Daniel R. Glickman | 78 | 2001 | n | n | n | ||||||||||||||||||||||||||||||
William W. Hobert | 59 | 2018 | n | ||||||||||||||||||||||||||||||||
Daniel G. Kaye | 68 | 2019 | l | n | n | ||||||||||||||||||||||||||||||
Phyllis M. Lockett | 57 | 2019 | n | n | l | n | |||||||||||||||||||||||||||||
Deborah J. Lucas | 64 | 2018 | n | n | n | ||||||||||||||||||||||||||||||
Patrick W. Maloney | 61 | 2020 | n | ||||||||||||||||||||||||||||||||
Patrick J. Mulchrone | 65 | 2020 | n | ||||||||||||||||||||||||||||||||
Terry L. Savage | 78 | 2003 | n | n | |||||||||||||||||||||||||||||||
Rahael Seifu | 41 | 2020 | n | n | |||||||||||||||||||||||||||||||
William R. Shepard | 76 | 1997 | n | n | |||||||||||||||||||||||||||||||
Howard J. Siegel | 66 | 2000 | l | n | n | ||||||||||||||||||||||||||||||
Dennis A. Suskind | 80 | 2008 | n | n | n | n | l | ||||||||||||||||||||||||||||
Robert J. Tierney Jr. | 47 | 2019 | n | n |
2 | CME GROUP | 2023 PROXY STATEMENT |
Election of Equity Directors | ||||||||
ITEM 1 – Election of Equity Directors | ||||||||
Director Nominations and Qualifications | ||||||||
Required Vote | ||||||||
Board Diversity | ||||||||
Director Attributes | ||||||||
Equity Directors up for Election | ||||||||
Governance | ||||||||
Governance Highlights | ||||||||
Corporate Governance and Compliance Materials | ||||||||
Director Attendance | ||||||||
Director Independence | ||||||||
Public Directors | ||||||||
Board Leadership Structure | ||||||||
Board and Committee Oversight of Risk Management | ||||||||
Management Succession Planning | ||||||||
Background on CME Group's Class B Directors | ||||||||
Executive Sessions | ||||||||
Annual Assessment of Board, Committee and Individual Director Performance | ||||||||
Director Orientation and Continuing Education | ||||||||
Reporting Concerns to the Audit Committee | ||||||||
Contacting the Board of Directors | ||||||||
Shareholder Engagement | ||||||||
Environmental Social Governance | ||||||||
Board Committees | ||||||||
2023 PROXY STATEMENT | CME GROUP | 3 |
TABLE OF CONTENTS |
Audit | ||||||||
ITEM 2 – Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2023 | ||||||||
The Audit Committee has Pre-Approval Processes for Non-Audit Services | ||||||||
Principal Accountant Fees and Services | ||||||||
Audit Committee Financial Experts | ||||||||
Required Vote | ||||||||
Audit Committee Report | ||||||||
Advisory Vote on the Compensation of our Named Executive Officers | ||||||||
ITEM 3 – Advisory Vote on the Compensation of our Named Executive Officers | ||||||||
Factors to Consider | ||||||||
Required Vote | ||||||||
Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers | ||||||||
ITEM 4 – Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers | ||||||||
Factors to Consider | ||||||||
Required Vote | ||||||||
Election of Class B Directors | ||||||||
ITEM 5 – Election of Class B-1, Class B-2 and Class B-3 Directors | ||||||||
Class B-1 Director Nominees | ||||||||
Class B-2 Director Nominees | ||||||||
Class B-3 Director Nominees | ||||||||
Compensation | ||||||||
Compensation Committee Matters | ||||||||
Compensation Discussion and Analysis | ||||||||
Compensation Committee Report | ||||||||
Executive Compensation | ||||||||
Chief Executive Officer Pay Ratio | ||||||||
Pay Versus Performance Disclosure | ||||||||
Director Compensation |
4 | CME GROUP | 2023 PROXY STATEMENT |
Other Business | ||||||||
Ownership of CME Group Common Stock | ||||||||
Other Business | ||||||||
General Information about the Annual Meeting | ||||||||
Appendices | ||||||||
Appendix A – Categorical Independence Standards |
2023 PROXY STATEMENT | CME GROUP | 5 |
ITEM ONE |
Our directors are elected each year. Each director's term will last until the 2024 annual meeting and until his or her successor is duly elected. The Equity directors are nominated by the board of directors based on the recommendation of the nominating and governance committee for election by our Class A and Class B shareholders voting together (Equity directors) under ITEM 1. Fifteen of the Equity director nominees are presently CME Group directors. Two new candidates for Equity director, Kathryn Benesh and Harold Ford Jr., are also being recommended for election. Both candidates were identified by a leading, nationally recognized director search firm engaged in connection with our board refreshment initiatives. Current directors Dennis H. Chookaszian and Ana Dutra will be retiring from the board and will not be standing for re-election at the 2023 annual meeting. We have implemented a majority vote standard for the Equity directors, except in the event of a contested election. Each Equity director candidate must receive a number of “FOR” votes that exceeds the number of "AGAINST" votes to be elected. The nominating and governance committee is also recommending the slate of nominees to be elected by our Class B shareholders as set forth under ITEM 5. | BOARD RECOMMENDATION Our Board recommends that shareholders vote “FOR” the Equity director nominees. | |||||||||||||||||||||||||
You are being asked to vote on the election of seventeen Equity director nominees to hold office until the 2024 annual meeting. |
6 | CME GROUP | 2023 PROXY STATEMENT |
ITEM ONE |
2023 PROXY STATEMENT | CME GROUP | 7 |
ITEM ONE |
RACIAL OR ETHNIC DIVERSITY | GENDER DIVERSITY | EQUITY DIRECTOR GENDER DIVERSITY | AGE DIVERSITY | TENURE DIVERSITY |
nNon-Diverse nDiverse | nMale n Female | nMale n Female | n<60 Yrs. n 60-70 Yrs. n71-80 Yrs. | n<5 Yrs. n 5-10 Yrs. n>10 Yrs. |
Total Number of Directors | 23 | |||||||||||||
Gender Identity | Female | Male | Non-Binary | Did Not Disclose | ||||||||||
Number of Directors based on Gender Identity | 6 | 17 | — | — | ||||||||||
Demographic Background | ||||||||||||||
African American or Black | 2 | — | — | — | ||||||||||
Alaskan Native or Native American | — | — | — | — | ||||||||||
Asian | — | — | — | — | ||||||||||
Hispanic or Latinx | — | — | — | — | ||||||||||
Native Hawaiian or Pacific Islander | — | — | — | — | ||||||||||
White | 3 | 17 | — | — | ||||||||||
Two or More Races or Ethnicities | 1 | — | — | — | ||||||||||
LGBTQ+ | — | |||||||||||||
Did Not Disclose Demographic Background | — |
8 | CME GROUP | 2023 PROXY STATEMENT |
ITEM ONE |
Director Skill | ||||||||
l | GLOBAL FINANCIAL SERVICES: Experience in the company’s business and financial services industry. | |||||||
l | INNOVATION AND STRATEGY: Senior experience in leading successful business innovations. Ability to contribute to strategic thinking and planning. | |||||||
l | GOVERNMENT RELATIONS / REGULATORY / PUBLIC POLICY: Experience with government relations, regulatory matters or regulated industries and political affairs; experience in managing or overseeing highly regulated businesses. | |||||||
l | LEADERSHIP: Business and strategic management experience from service in a significant position, such as chief executive officer, chief financial officer or other senior leadership role. | |||||||
l | FINANCIAL AND ACCOUNTING: Background and experience in financial reporting, accounting, or economics. | |||||||
l | RISK OVERSIGHT AND RISK MANAGEMENT: Experience managing risk in a large organization. | |||||||
l | TRANSACTIONS (M&A): Experience from a leadership or oversight perspective of business combinations. | |||||||
l | GLOBAL PERSPECTIVE, INTERNATIONAL: Experience overseeing or in a senior leadership role in a complex global organization; brings an international background or global experience. | |||||||
l | CORPORATE GOVERNANCE: Knowledge of corporate governance matters, including through recent service on other public company boards. | |||||||
l | TECHNOLOGY AND INFORMATION SECURITY: Experience or expertise in technology, innovation, information security, data privacy or cybersecurity. | |||||||
l | ETHICS AND INTEGRITY: Commitment to fostering our business principle of leading with conviction and integrity. | |||||||
l | FRESH PERSPECTIVE: Board tenure is less than five years. |
2023 PROXY STATEMENT | CME GROUP | 9 |
ITEM ONE |
l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | Global Financial Services | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | Innovation and Strategy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | l | l | l | l | l | Government Relations / Regulatory / Public Policy | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | Leadership | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | Financial and Accounting | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | l | l | l | l | l | l | l | Risk Oversight and Risk Management | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | l | Transactions (M&A) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | l | Global Perspective, International | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | l | l | l | l | Corporate Governance | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | l | l | l | l | l | Technology and Information Security | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | Ethics and Integrity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | l | l | l | l | l | Fresh Perspective | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | Racial or Ethnic Diversity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | Gender Diversity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | l | Independent | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
l | l | l | l | l | l | l | l | l | l | l | l | l | CFTC Public Director |
10 | CME GROUP | 2023 PROXY STATEMENT |
ITEM ONE |
Terrence A. Duffy | ||||||||||||||||||||||||||
AGE: 64 | DIRECTOR SINCE: 1995 | COMMITTEES: EC | ||||||||||||||||||||||||
The Honorable Terrence A. Duffy has served as Chairman and Chief Executive Officer of CME Group since November 2016. He is responsible for overseeing the world's leading derivatives marketplace. Previously, Mr. Duffy served as Executive Chairman and President of CME Group since May 2012 and as Executive Chairman since October 2006. He served as Chairman of the Board of CME and CME Holdings since April 2002. He was Vice Chairman of the board of CME Holdings from its formation in August 2001 and of the board of CME from 1998 to April 2002. He was President of TDA Trading, Inc. from 1981 to 2002. He has been a CME member since 1981 and a board member since 1995. Mr. Duffy was appointed by President Bush and confirmed by the U.S. Senate in 2003 as a member of the Federal Retirement Thrift Investment Board (FRTIB), a position he held until 2013. The FRTIB administers the Thrift Savings Plan, a tax-deferred defined contribution (retirement savings) plan for federal employees. Mr. Duffy was named CEO of the Year at FOW's 2018 International Awards. He currently serves as Co-Chair of the Mayo Clinic Greater Chicago Leadership Council. He is a Vice Chairman of the CME Group Foundation. He also is a member of the Economic Club of Chicago, the Executives' Club of Chicago and the President's Circle of the Chicago Council on Global Affairs. Mr. Duffy attended the University of Wisconsin-Whitewater. He received a Doctor of Public Service, honoris cause, from Saint Xavier University in 2019 and a Doctor of Humane Letters from DePaul University in 2007. Through his long-time service in the role of Chairman and Chief Executive Officer of the company, Mr. Duffy has been responsible for the overall operations of our complex, global and highly regulated business. His career includes steering CME Group to become the world’s first exchange to demutualize and go public and the completion of multiple mergers and acquisitions, including associated financing arrangements. In 2021, Mr. Duffy embarked on a landmark partnership with Google Cloud to bring expanded access, new products and greater efficiencies to derivatives markets through cloud technology. As Chairman, Mr. Duffy is responsible for the overall governance of the organization, which includes compliance with the applicable listing standards and our SEC disclosure obligations. Mr. Duffy is regularly involved in and consulted with regards to the company’s communications to its regulators, shareholders, clients, external auditors and the board, among other constituents. During his career at CME Group, he has been a lead advocate for the company and the industry in legislative and regulatory matters in Washington, DC and has regularly testified before Congressional committees and subcommittees on key issues facing the derivatives industry. As the leader of our organization and through his oversight of our key functions, he has gained valuable knowledge regarding technology operations and internal controls, including our cyber security program. He has also played an active role in our regular commercial financing arrangements and those relating to our mergers and acquisitions and is regularly engaged with our accounting team and external auditors as it relates to his responsibility as Chief Executive Officer for certifying our internal controls over financial reporting. | ||||||||||||||||||||||||||
2023 PROXY STATEMENT | CME GROUP | 11 |
ITEM ONE |
Kathryn Benesh | ||||||||||||||||||||||||||
AGE: 63 | DIRECTOR SINCE: N/A | COMMITTEES: N/A | ||||||||||||||||||||||||
Ms. Benesh retired from Deloitte in 2021 with 40 years of providing audit, assurance and advisory services to public and private companies within the energy, public utility, renewables, construction, manufacturing, and financial services industries. She also served as secretary and a board member of Deloitte & Touche LLP from 2004 to 2017, the board which had purview over the professional aspects of the audit & assurance practice. Through her career at Deloitte, she has gained experience with ESG matters and responses required for cyber incidents. Ms. Benesh is a CPA and current member of the AICPA. Ms. Benesh is active in the community in both Detroit and New York supporting multiple non-profit organizations, including serving on the Board of Marygrove College. Ms. Benesh is an audit committee financial expert. Throughout her career, she has performed audit services to public companies as well as experience with audit committees in performing the required communications and procedures. She brings valuable global financial services and corporate governance experience from her years at Deloitte working with clients in the energy and financial services industries. As a member of the Executive Team and Chief Quality Officer for Advisory Services at Deloitte, Ms. Benesh gained significant leadership and risk oversight management experience. | ||||||||||||||||||||||||||
Independent, Public | ||||||||||||||||||||||||||
Timothy S. Bitsberger | ||||||||||||||||||||||||||
AGE: 63 | DIRECTOR SINCE: 2008 | COMMITTEES: CC, EC, MROC, RC | ||||||||||||||||||||||||
Mr. Bitsberger served as Managing Director and Portfolio Specialist on the Account Management Team at The TCW Group from March 2017 to February 2021, where he was responsible for communicating investment strategies, performance and outlook to clients. Previously, he served as Managing Director, Official Institutions FIG Coverage Group of BNP PNA, a subsidiary of BNP Paribas, from December 2010 to November 2015, as a senior consultant with Booz Allen Hamilton from May 2010 to November 2010 and was with BancAccess Financial from December 2009 to April 2010. He also served as Senior Vice President and Treasurer of Freddie Mac from 2006 to 2008. Mr. Bitsberger also served with the U.S. Treasury Department from 2001 to 2005, serving first as their Deputy Assistant Secretary for federal finance and as the Assistant Secretary for financial markets. He was confirmed by the U.S. Senate as the Assistant Secretary in 2004. Mr. Bitsberger has an extensive career in the financial services industry. In his role at TCW Group, Mr. Bitsberger was responsible for communicating investment strategies, performance and outlook to clients. Through his service at TCW, BNP PNA and BancAccess Financial, he has gained valuable experience in business development, investment strategy and work with foreign institutions and regulators. His career also includes his prior service in key roles with the government relating to the financial industry, including serving as Deputy Assistant Secretary for Federal Finance at the U.S. Treasury and more recently as the Assistant Secretary for Financial Markets at the U.S. Treasury. Mr. Bitsberger served in a leadership role as Treasurer of Freddie Mac, working extensively with the central banks and foreign regulators. | ||||||||||||||||||||||||||
Independent, Public | ||||||||||||||||||||||||||
12 | CME GROUP | 2023 PROXY STATEMENT |
ITEM ONE |
Charles P. Carey | ||||||||||||||||||||||||||
AGE: 69 | DIRECTOR SINCE: 2007 | COMMITTEES: CC, EC, FC | ||||||||||||||||||||||||
Mr. Carey served as our Vice Chairman from 2007 to 2010 in connection with our merger with CBOT Holdings, Inc. Prior to our merger, Mr. Carey served as Chairman of CBOT since 2003, as Vice Chairman from 2000 to 2002, as First Vice Chairman during 1993 and 1994 and as a board member of CBOT from 1997 to 1999 and from 1990 to 1992. Mr. Carey is a principal in HC Technologies LLC. He has been a member of CBOT since 1978 and was a member of the MidAmerica Commodity Exchange from 1976 to 1978. Mr. Carey previously served on the board of CBOT Holdings, Inc. until our merger in 2007. Mr. Carey serves as Chairman of the CME Group Foundation and is a member of our Agricultural Markets Advisory Council. Mr. Carey brings to the board his long-time experience in the derivatives industry through his prior service as Chairman and Vice Chairman of CBOT and through his tenured trading career. Also, in his role as Chairman of CBOT, Mr. Carey served as an advocate for the company in the industry and with regulators and the government. Mr. Carey, through his trading activity, has familiarity with many of our customer-facing systems and controls. He also served as our board representative on BM&FBovespa (now B3), one of the main financial market infrastructure companies in the world and headquartered in Brazil from 2012 to 2017, and has also provided valuable assistance with respect to the development of our soybean futures complex with a focus on the Latin American market. | ||||||||||||||||||||||||||
Independent | ||||||||||||||||||||||||||
2023 PROXY STATEMENT | CME GROUP | 13 |
ITEM ONE |
Bryan T. Durkin | ||||||||||||||||||||||||||
AGE: 62 | DIRECTOR SINCE: 2020 | COMMITTEES: CHOC | ||||||||||||||||||||||||
Mr. Durkin has served as a member of our board since May 2020. Mr. Durkin served as an advisor to our CEO from May 2020 through September 2021. Formerly, Mr. Durkin served as President of CME Group from 2016, overseeing the company’s Technology, Global Operations, International and Data Services businesses. Mr. Durkin previously served as our Chief Commercial Officer since 2014 and as Chief Operating Officer since 2007. As part of his responsibilities, he led the global integrations following CME's merger with CBOT in 2007 and CME Group's acquisition of NYMEX in 2008. Before joining CME Group, Mr. Durkin served as Executive Vice President and Chief Operating Officer of the CBOT. Prior to that role, he was in charge of CBOT's Office of Investigations and Audits. His career with both CME Group and CBOT has spanned more than 30 years. He previously served as a member of the COMEX Governors Committee and the CFTC's Technology Advisory Committee and Energy and Environmental Markets Advisory Committee. Mr. Durkin serves on the Board of Advisors for Misericordia and on the Board of Trustees for Lewis University. Mr. Durkin has been involved in our industry for more than 30 years. He served as CME Group’s President, and Chief Regulatory Officer and Administrator of Investigations at CBOT, overseeing all aspects of market regulation and surveillance as well as regulatory functions. During his tenure at CBOT, he was the primary liaison to U.S. and foreign regulators. Mr. Durkin’s responsibilities also included oversight of CBOT’s outsourcing of clearing. In his career at CME Group, his responsibilities included oversight of our International, Planning and Execution, Data Service, Optimization Services, Cash Markets, Client Development & Research, Products & Services and Marketing functions. Through his oversight responsibility of our technology and trading operations, which functions are highly regulated by the CFTC and are subject to testing and system safeguards requirements, Mr. Durkin has gained experience with risk, compliance, monitoring and reporting aspects of key control functions. Mr. Durkin also previously served as a member of the company’s Crisis Management Team, which is the chief decision management body during a major disruption to our normal business operations. His career also included prior service on the boards of directors of Bursa Malaysia Derivatives Berhad and its clearing house, Bursa Malaysia Derivatives Clearing Berhad, in connection with one of our former strategic investments and commercial arrangements. | ||||||||||||||||||||||||||
14 | CME GROUP | 2023 PROXY STATEMENT |
ITEM ONE |
Harold Ford Jr. | ||||||||||||||||||||||||||
AGE: 52 | DIRECTOR SINCE: N/A | COMMITTEES: N/A | ||||||||||||||||||||||||
Mr. Ford served in Congress for 10 years, from 1997 to 2007. Mr. Ford represented Tennessee’s 9th congressional district and was a member of the House Financial Services, Budget and Education committee during his time in Congress. He was appointed in January 2023 to serve as the Regional President for the New York City market for PNC Financial Services Group, where he has served as Vice Chairman, Corporate and Institutional Banking from 2020. Prior to joining PNC, Mr. Ford spent more than 10 years in investment banking with Merrill Lynch and Morgan Stanley. Mr. Ford has also taught public policy at Vanderbilt University and the University of Michigan, is a co-host of “The Five” and is a frequent contributor to “Special Report with Bret Baier.” He served on the advisory board of One River Asset Management from 2021 until March 2023. Mr. Ford previously served as the non-executive chairman of Rx Saver during 2019 and 2020, a patient driven prescription drug saving technology platform. Mr. Ford also is affiliated with a number of non-profit organizations. Mr. Ford brings invaluable experience as a leader in the global financial services in leadership and global financial service through his numerous roles in institutional banking. Based on his service in Congress and as a political commentator, he has significant experience, perspective and knowledge on government relations, public policy and regulatory issues. Mr. Ford has gained experience in corporate governance practices through his prior and current service on public company boards. | ||||||||||||||||||||||||||
Independent, Public | ||||||||||||||||||||||||||
Public Directorship: SIGA Technologies, Inc. Previous Public Directorships: Live Oak Acquisition Corporation (combined with Danimer Scientific, Inc.) Empowerment & Inclusion Capital I Corporation |
2023 PROXY STATEMENT | CME GROUP | 15 |
ITEM ONE |
Martin J. Gepsman | ||||||||||||||||||||||||||
AGE: 70 | DIRECTOR SINCE: 1994 | COMMITTEES: CHOC, NGC | ||||||||||||||||||||||||
Mr. Gepsman has served as a member of our board since 1994 and served as Secretary of the board from 1998 to 2007. He has been a member of CME for more than 35 years. Mr. Gepsman has also been an independent floor broker and trader since 1985. Mr. Gepsman currently serves as Chairman of our business conduct, membership and floor conduct committees and the CME Gratuity Fund. During his board tenure at CME, he served as a member on the compensation, strategic steering, executive, clearing house oversight, ethics and arbitration committees. Mr. Gepsman has also held board positions, including a Chairman’s role, at the company’s former foreign exchange subsidiaries. Mr. Gepsman currently serves as Secretary and Treasurer of our political action committee. Mr. Gepsman also serves on the membership appeals committee with the National Futures Association. He was a member of the CBOE from 1982 to 1985. Mr. Gepsman brings to the board his long-term career as a participant in our markets. During his term on the board, he has served on numerous committees at the board level as well as those related to our exchange operations. His service has also included board roles on our regulated entities. Through these positions, Mr. Gepsman has acquired a deep understanding of our business operations, market regulatory functions and strategy. He also brings his valuable focus and understanding of options trading, which is an area of focus in our corporate strategy. As Secretary and Treasurer of our political action committee, Mr. Gepsman regularly interacts with government officials. As Chairman of our business conduct, membership and floor conduct committees, Mr. Gepsman has extensive knowledge and experience in reviewing disciplinary charges and determining appropriate actions. | ||||||||||||||||||||||||||
Independent | ||||||||||||||||||||||||||
16 | CME GROUP | 2023 PROXY STATEMENT |
ITEM ONE |
Larry G. Gerdes | ||||||||||||||||||||||||||
AGE: 74 | DIRECTOR SINCE: 2007 | COMMITTEES: AC, EC, FC, NGC | ||||||||||||||||||||||||
Mr. Gerdes has served as our Lead Director since May 2022 and previously served as our Lead Director from August 2017 to August 2020. Mr. Gerdes has served as CEO of Pursuant Health (f/k/a SoloHealth), a private healthcare company in Atlanta since February 2014, as its Executive Chairman of the board since November 2013, as its Chairman since 2012 and as a board member since 2007. Mr. Gerdes is also a general partner of Gerdes Huff Investments. Mr. Gerdes served as a general partner of Sand Hill Financial Company, a venture capital partnership, from 1983 to January 2019. Mr. Gerdes formerly served as Chairman and CEO of Transcend Services, Inc., concluding with the sale of that company in 2012, and as a director of Access Plans, Inc. from 2001 until its sale in 2012. Mr. Gerdes is a major shareholder and President of Friesland Farms, LLC. Mr. Gerdes is an Ambassador at The Kelley School of Business at Indiana University, a Director Emeritus at Monmouth College and serves on the board of Citizens First State Bank. Mr. Gerdes is also a director and part owner of Walnut Custom Components, Walnut, Illinois. Mr. Gerdes previously served on the board of CBOT Holdings, Inc. until our merger in 2007. Mr. Gerdes’ career includes leadership positions at five different companies, including serving as CEO of Transcend for more than 15 years, which included oversight of the CFO. Through his role at Transcend, Mr. Gerdes oversaw the development of technology platforms requiring the transmission of sensitive healthcare information over secure networks meeting all applicable privacy and security standards. During his career, Mr. Gerdes was responsible for the integration of multiple acquisitions, both domestic and globally, including the sale of Transcend. He has also served as co-general partner of an investment firm, which resulted in the public offerings of several companies. His career includes service on six other public company boards, including his service on CBOT’s special transaction committee in connection with our merger. His public company experience includes audit, compensation and nominating and governance committee participation. | ||||||||||||||||||||||||||
Independent, Public | ||||||||||||||||||||||||||
2023 PROXY STATEMENT | CME GROUP | 17 |
ITEM ONE |
Daniel R. Glickman | ||||||||||||||||||||||||||
AGE: 78 | DIRECTOR SINCE: 2001 | COMMITTEES: CC, EC, NGC | ||||||||||||||||||||||||
Mr. Glickman served as our Lead Director from August 2020 to May 2022, and previously served as our Lead Director from August 2014 to August 2017. In March 2021, Mr. Glickman became a Senior Adviser to the U.S. Global Leadership Coalition. Mr. Glickman also has served as Senior Fellow for the Bipartisan Policy Center since 2010. Mr. Glickman served as Vice President and Executive Director of the Aspen Institute’s Congressional Program from 2011 to March 2021. Mr. Glickman served as Chairman and CEO of the Motion Picture Association of America, Inc. from 2004 to 2010. Mr. Glickman served as Director of the Institute of Politics at Harvard University’s John F. Kennedy School of Government from 2002 to 2004 and served as Senior Advisor in the law firm of Akin, Gump, Strauss, Hauer & Feld, from 2001 to 2004. He also served as U.S. Secretary of Agriculture from 1995 through 2001 and as a member of the U.S. Congress, representing a district in Kansas, from 1977 through 1995. Mr. Glickman serves as a distinguished Fellow of the Chicago Council on Global Affairs, a member and Founding Chair of the Board of the Foundation for Food and Agriculture Research, established in the 2014 Farm Bill by Congress, and Chairman of the International Advisory Board of APCO Worldwide, a public relations firm based in Washington, DC. Mr. Glickman is on the Advisory Boards of Francis Energy, LLC and Eat Just, Inc., a cellular meat company. Mr. Glickman also serves on a number of non-profit advisory boards with a focus on agriculture and food supply and is an adjunct professor of Food and Nutrition at Tufts University Friedman School of Nutrition. He also serves as Co-Chair of our Agriculture Markets Advisory Council. Mr. Glickman is an American politician, lawyer, lobbyist and non-profit leader. His multi-decade long legal and political career, including his service as Secretary of Agriculture, brings valuable experience in government relations and regulatory affairs with a focus on agriculture which is important to our business. As a U.S. congressman for 18 years and Chair of the House Permanent Select Committee on Intelligence, he gained global experience, perspective and knowledge on government relations, public policy and international relations. Through his role as Chairman and CEO of the Motion Picture Association, he gained executive management and leadership experience and was instrumental in expanding the sale of U.S. entertainment products overseas. In his current role as Senior Fellow at the Bipartisan Policy Center he is focused on public health, national security and economic policy issues. | ||||||||||||||||||||||||||
Independent, Public | ||||||||||||||||||||||||||
18 | CME GROUP | 2023 PROXY STATEMENT |
ITEM ONE |
Daniel G. Kaye | ||||||||||||||||||||||||||
AGE: 68 | DIRECTOR SINCE: 2019 | COMMITTEES: AC, EC, RC | ||||||||||||||||||||||||
Mr. Kaye served as Interim CFO and Treasurer of HealthEast Care System from 2013 to 2014. Prior to joining HealthEast, Mr. Kaye spent 35 years with Ernst & Young LLP, from which he retired in 2012. Throughout his time at Ernst & Young, where he was an audit partner for 25 years, Mr. Kaye enjoyed a track record of increasing leadership and responsibilities, including serving as the New England Managing Partner and the Midwest Managing Partner of Assurance. Mr. Kaye serves on the compensation committee of Alliance Bernstein and on the audit (Chair), finance and risk committees of Equitable Holdings, Inc. (formerly AXA Equitable Holdings). He served as a director of Ferrellgas Partners LP (2012 to 2015). Mr. Kaye is a CPA and NACD Board Leadership Fellow. Mr. Kaye is an audit committee financial expert with broad boardroom, financial services and operations experience. He has served on three other public company boards and several not-for-profit entities. His public company experience includes audit committee and nominating and corporate governance chairmanships, as well as audit, compensation, finance and risk committee participation. Through his years at Ernst & Young (serving primarily as an audit partner in the financial services industry), he brings significant GAAP/SEC accounting and reporting, and regulatory risk management and compliance experience. This expertise includes technological controls and testing as they relate to internal controls over financial reporting. Mr. Kaye gained significant leadership and operations experience by heading various Ernst and Young business units over ten years, and acting as interim CFO and Treasurer for a hospital system. | ||||||||||||||||||||||||||
Independent, Public | ||||||||||||||||||||||||||
Public Directorships: AllianceBernstein Equitable Holdings, Inc. (formerly AXA Equitable Holdings) |
Phyllis M. Lockett | ||||||||||||||||||||||||||
AGE: 57 | DIRECTOR SINCE: 2019 | COMMITTEES: MROC, NGC, RC | ||||||||||||||||||||||||
Ms. Lockett has served since 2014 as the founding CEO of LEAP Innovations. Prior to her role at LEAP, Ms. Lockett served as President and CEO of New Schools for Chicago, a venture philanthropy organization that invests in the start-up of new public schools, from 2005 to 2014. Ms. Lockett served from 1999 to 2005 as Executive Director of the Civic Consulting Alliance, a pro-bono consulting firm sponsored by the Civic Committee of the Commercial Club of Chicago that leads strategic planning initiatives, process improvement, and program development projects for government agencies. She also held marketing, sales, and business development roles with Fortune 500 companies including IBM, Kraft Foods, and General Mills. Ms. Lockett is an independent director of the Federal Home Loan Bank of Chicago. She is also a member of The Economic Club of Chicago, The Chicago Network, the Commercial Club of Chicago, and a Henry Crown Fellow with the Aspen Institute. Recently, Ms. Lockett was named a contributor to Forbes, where she writes about education innovation and the future of learning. Ms. Lockett is a serial entrepreneur who has led transformation efforts in education, government and the civic arena. She founded LEAP Innovations, a national non-profit organization that works with educators and technology companies across the United States, to research, pilot and scale new instructional designs and technology solutions that advance student learning. Before starting LEAP, Ms. Lockett was a driving force behind Chicago’s charter school movement. As founding president and CEO of New Schools for Chicago, she helped raise more than $70 million to support opening 80 new public schools, primarily charters. For nearly a decade, she focused on bringing quality public schools to communities of high need and advocating for school choice. Through her prior corporate experience she has gained experience in sales, marketing and business development. | ||||||||||||||||||||||||||
Independent, Public | ||||||||||||||||||||||||||
2023 PROXY STATEMENT | CME GROUP | 19 |
ITEM ONE |
Deborah J. Lucas | ||||||||||||||||||||||||||
AGE: 64 | DIRECTOR SINCE: 2018 | COMMITTEES: AC, FC, MROC | ||||||||||||||||||||||||
Ms. Lucas has served as the Sloan Distinguished Professor of Finance at the MIT Sloan School of Management since 2011 and as the Director of the MIT Golub Center for Finance and Policy from 2012. Her current research focuses on government financial institutions and financial policy, and she teaches courses on futures and options, and fixed income securities and derivatives. She serves on an advisory board for the Urban Institute. She is a trustee of the NBER pension plans, an associate editor for several academic journals, and a member of the Shadow Open Market Committee and the Financial Economics Roundtable. Previous appointments include assistant and associate director at the Congressional Budget Office; professor at Northwestern University’s Kellogg School; chief economist at the Congressional Budget Office; and senior staff economist at the Council of Economic Advisers. She has been an independent director on several corporate and non-profit boards, including the Federal Home Loan Bank of Chicago. Ms. Lucas brings her tenured career as a leading business school academic and an innovative leader in the public sector. Her current research focuses on applying the principles of financial economics to evaluating the costs and risks of governments’ financial investments and activities. Her academic publications cover a wide range of topics, including the effect of idiosyncratic risk on asset prices and portfolio choice, dynamic models of corporate finance, financial institutions, monetary economics and valuation of government guarantees. She held several top leadership roles at the Congressional Budget Office, and developed strategies for the analysis of the costs and risks of federal credit and guarantee activities. She has testified before the U.S. Congress on Fannie Mae and Freddie Mac, student loans, and strategically important financial institutions. | ||||||||||||||||||||||||||
Independent, Public | ||||||||||||||||||||||||||
20 | CME GROUP | 2023 PROXY STATEMENT |
ITEM ONE |
Terry L. Savage | ||||||||||||||||||||||||||
AGE: 78 | DIRECTOR SINCE: 2003 | COMMITTEES: AC, CC, EC | ||||||||||||||||||||||||
Ms. Savage started her career as a stockbroker and became a founding member of—and the first woman trader on—the Chicago Board Options Exchange. Ms. Savage is a nationally syndicated financial columnist, author and President of Terry Savage Productions, Ltd., which provides speeches, columns and videos on personal finance for corporate and association meetings, publications and national television programs and networks. Ms. Savage is a registered investment advisor and commodity trading advisor. She was a member of CME from 1975 to 1980. Ms. Savage is a nationally known expert on personal finance and is a regular TV and radio investment and financial markets commentator. She is the nationally syndicated Tribune Content Agency personal finance columnist and author of four bestselling books, including The Savage Truth on Money. She has won numerous awards, including the National Press Club Award, and received two Emmys for her television work. Her career as a financial journalist includes consulting and speaking to employees of major U.S. corporations. In addition to major banks and mutual fund companies, her clients have included Visa, Allstate, Wal-Mart and Checkfree, which includes counseling on the benefits of online banking and bill payment, and evaluating the safeguards of those technologies. She has been active in reporting on and advising consumers about the dangers of identity theft, written syndicated columns, worked with the Identity Theft Resource Center, and blogged for the Huffington Post on the topic of identity theft, and the protections that should be taken by consumers. She manages her own website, www.TerrySavage.com, where she posts her column, advises on financial resources, and answers personal finance questions, many of which revolve around use of technology and identity protection. In her columns and media commentaries on the recent massive identity theft related to unemployment benefits, she has worked with the IRS and the FBI to expose the danger and provide resources to affected individuals. | ||||||||||||||||||||||||||
Independent, Public | ||||||||||||||||||||||||||
2023 PROXY STATEMENT | CME GROUP | 21 |
ITEM ONE |
Rahael Seifu | ||||||||||||||||||||||||||
AGE: 41 | DIRECTOR SINCE: 2020 | COMMITTEES: FC, MROC | ||||||||||||||||||||||||
Ms. Seifu has served since November 2022 as Director, Legal at Google LLC, where she manages a team of lawyers supporting products and systems that enable Google services, such as privacy and data protection, user experience, developer experience and support of Google's internal business functions. At Google, she previously served as Associate Corporate Counsel from April 2014 to June 2016, Corporate Counsel from June 2016 to May 2019, and Senior Counsel from May 2019 to November 2022. During her tenure as Senior Counsel at Google, Ms. Seifu was the first acting Chief of Staff for the Legal Department. Prior to joining Google, Ms. Seifu was a Corporate Associate at Morrison & Foerster LLP from 2013 to 2014, where she focused on mergers and acquisitions and provided corporate governance guidance for public company boards and special committees. Ms. Seifu worked from 2008 to 2013 as a Corporate Associate at Davis Polk & Wardwell LLP, where she focused on mergers and acquisitions, investments, and various other corporate transactions. She also advised clients on regulatory compliance, securities law reporting, and corporate governance matters. Immediately following graduation from Yale Law School, Ms. Seifu served as a law clerk to the Honorable George B. Daniels of the Southern District of New York. Among Ms. Seifu’s responsibilities at Google is serving as lead counsel to Google’s Chief Information Officer and her organization. In that capacity, she regularly works on privacy and security matters, including matters related to Google’s systems, assessments of vendor systems and implementation of controls to minimize security and privacy risks. She also advises a number of other internal teams on technology matters relating to systems safeguards, including mitigating risk related to new system integrations, access controls and contractual and procedural requirements designed to ensure third party compliance with Google’s security standards. Additionally, in her previous role as the first Chief of Staff for the Google Legal Department, Ms. Seifu was responsible for implementing strategy for the global organization and establishing processes to effectively manage the legal team. | ||||||||||||||||||||||||||
Independent, Public | ||||||||||||||||||||||||||
Photo Not Available | William R. Shepard | |||||||||||||||||||||||||
AGE: 76 | DIRECTOR SINCE: 1997 | COMMITTEES: RC, CHOC | ||||||||||||||||||||||||
Mr. Shepard has been a member of CME for more than 45 years. Previously, he served as our Second Vice Chairman from 2002 to 2007. Mr. Shepard is founder and President of Shepard International, Inc., a futures commission merchant. Mr. Shepard brings to the board his experience as a long-time market participant. He is the founder of a futures commission merchant and was an investor in one of our largest clearing firms. It was this experience that led the board to appoint him to serve as the initial Chairperson of our newest board committee, the clearing house oversight committee. This committee is designed to support the oversight of the risk management activities and the senior management of the Clearing House, including oversight with respect to the effectiveness of the risk management program, and plays an important role in supporting the board’s oversight responsibilities. Mr. Shepard served as its Chair from 2016 to August 2021. He now serves as a Co-Chair of our clearing house risk committee and a member of our interest rate swaps risk committee. | ||||||||||||||||||||||||||
Independent | ||||||||||||||||||||||||||
22 | CME GROUP | 2023 PROXY STATEMENT |
ITEM ONE |
Howard J. Siegel | ||||||||||||||||||||||||||
AGE: 66 | DIRECTOR SINCE: 2000 | COMMITTEES: CHOC, EC, RC | ||||||||||||||||||||||||
Mr. Siegel has been a member of CME since 1977. In 1978, Mr. Siegel began his trading career at Moccatta Metals in their Class B arbitrage operations and served as an order filler until 1980. From there, he went on to fill orders and trade cattle from 1980 until 1982. At that time, Mr. Siegel became a partner and an officer in a futures commission merchant that cleared at CME until selling his ownership interest in 1990. For more than 30 years, Mr. Siegel has been an independent trader on our CME exchange. He continues to actively trade electronically in our agricultural product suite. Mr. Siegel is the Secretary and Treasurer of the CME Group Foundation. Mr. Siegel chairs our clearing house oversight committee. In addition to his background as a market participant, Mr. Siegel brings to the board his valuable experience from his long-time service as a former co-chair of our clearing house risk committee. This committee, on which Mr. Siegel held a leadership position from 2004 to August 2021, includes key representation from our clearing firm community. Mr. Siegel’s long-time involvement as co-chair has fostered important relationships with our trading community and our Clearing House management and has greatly expanded his knowledge of our financial safeguards resources. Mr. Siegel now serves as the Chair of our clearing house oversight committee. | ||||||||||||||||||||||||||
Independent | ||||||||||||||||||||||||||
Dennis A. Suskind | ||||||||||||||||||||||||||
AGE: 80 | DIRECTOR SINCE: 2008 | COMMITTEES: AC, EC, MROC, NGC, RC | ||||||||||||||||||||||||
Mr. Suskind is a retired General Partner of Goldman Sachs & Co. He was an Executive Vice President at J. Aron and Company prior to its acquisition by Goldman Sachs in 1980. He joined J. Aron in 1961. During his tenure in trading, Mr. Suskind served as Vice Chairman of NYMEX, Vice Chairman of COMEX, a member of the board of the Futures Industry Association, a member of the board of International Precious Metals Institute, and a member of the boards of the Gold and Silver Institutes in Washington, DC. Mr. Suskind previously served on the board of NYMEX Holdings, Inc. until our merger in 2008. He also served as a director of Liquid Holdings Group, Inc. from 2012 to 2016. As a retired General Partner of Goldman Sachs, Mr. Suskind brings invaluable experience as a leader in the international metals derivatives business. While he was at Goldman Sachs, he led a team responsible for educating producers and consumers on the benefits of using futures as their pricing medium. Under his leadership, Goldman Sachs worked closely with the CFTC on developing hedging exemptions and went on to build the industry's largest precious metal arbitrage business. He is a recipient of a distinguished achievement award from the International Precious Metals Institute and was inducted into the Futures Industry Association Hall of Fame in 2005. Mr. Suskind has served as Chair of our risk committee since its inception in 2014 and brings with him his risk management experience from his role at Goldman Sachs and from his service as Vice Chairman of the Board of Bridge Bancorp, Inc. (now Dime Community Bancshares, Inc. following its merger), where he chaired the risk, compensation and governance committees. Through his external public company directorships, he also has gained experience in corporate governance practices. | ||||||||||||||||||||||||||
Independent, Public | ||||||||||||||||||||||||||
Public Directorships:Dime Community Bancshares, Inc.(formerly Bridge Bancorp, Inc.) Previous Public Directorships:Navistar International Corporation Stem Holdings Inc. |
2023 PROXY STATEMENT | CME GROUP | 23 |
CME Group is committed to good corporate governance. By aligning our governance approach with best practices, our company is able to strengthen board and management accountability, promote long-term shareholder value and sustain continued success. |
Annual election of all directors with majority voting for Equity directors | Ongoing consideration of board composition and refreshment, including a focus on enhancing diversity in director succession | |||||||||||||||||||||||||
100% principal standing committee independence | Active risk oversight by the full board with a dedicated risk committee and other established committees given our regulatory posture | |||||||||||||||||||||||||
Quarterly executive sessions of independent directors | Director education, including sessions involving a principal of the cybersecurity practice of a leading professional consulting firm, and orientations for newly elected members | |||||||||||||||||||||||||
Independent Lead Director with defined responsibilities | Board oversight of our Environmental, Social and Governance (ESG) program | |||||||||||||||||||||||||
Annual board and committee self-assessments supplemented by interviews with the independent Lead Director | Robust anti-hedging and anti-pledging policies as part of our insider trading progam | |||||||||||||||||||||||||
Direct board access to, and regular interaction with, management | ||||||||||||||||||||||||||
24 | CME GROUP | 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE |
2023 PROXY STATEMENT | CME GROUP | 25 |
CORPORATE GOVERNANCE |
Timothy S. Bitsberger Kathryn Benesh Dennis H. Chookaszian Ana Dutra Harold Ford Jr. | Larry G. Gerdes Daniel R. Glickman Daniel G. Kaye Phyllis M. Lockett | Deborah J. Lucas Terry L. Savage Rahael Seifu Dennis A. Suskind | ||||||
26 | CME GROUP | 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE |
Roles and Responsibilities of the Independent Lead Director | ||
•Presides at meetings of the board if the Chairman is unavailable and at executive sessions of the board’s independent directors •Presides at the board’s annual evaluation of the Chairman’s achievement of his goals and objectives •Communicates to the Chairman the results of the meetings at which the Lead Director presides •Receives direct communications from directors and/or shareholders in cases where the Chairman is unavailable or where direct communication with the Chairman may not be appropriate •Confers with the Chairman, in the Chairman’s discretion, in regard to board agendas, scheduling and information distribution •Has the authority to call a special meeting of the board in accordance with our bylaws •Serves as a member of the nominating and governance committee •In the event of the incapacity or death of the individual serving as Chairman and Chief Executive Officer, acts as Chairman on an interim basis until otherwise approved by the board | ||
2023 PROXY STATEMENT | CME GROUP | 27 |
CORPORATE GOVERNANCE |
28 | CME GROUP | 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE |
Audit | ||||||||||||||||||||
•Oversight of legal and regulatory matters that may have a material impact on our financial statements •Oversight of our internal control over financial reporting, our disclosure controls and procedures and our periodic financial reports •Oversight of our internal audit function, including approval of our annual internal audit plan, which is designed with input from our ERM Program •Approval of related party transactions | ||||||||||||||||||||
Clearing House Oversight | ||||||||||||||||||||
•Oversight of the effectiveness of the risk management program of the clearing house •Approving new products for clearing that significantly impact the risk profile of the clearing house and referring them to the board for approval •Approving significant changes to the core processes and systems of the clearing house •Oversight of key policies and risk frameworks of the clearing house •Approving applications for clearing membership •Approving other financial counterparties of the clearing house | ||||||||||||||||||||
2023 PROXY STATEMENT | CME GROUP | 29 |
CORPORATE GOVERNANCE |
Compensation | ||||||||||||||||||||
•Reviews risks associated with our compensation programs, policies and practices both for our senior leadership in particular and for employees generally •Receives information regarding our Diversity & Inclusivity Program and our overall organizational development activities •Assists the board in its oversight of shareholder engagement on executive compensation matters •Reviews compensation disclosures and pay and performance metrics contained in the company’s proxy statements | ||||||||||||||||||||
Executive | ||||||||||||||||||||
•Assists the full board in its oversight of risk at the board’s request, including by receiving reports on our key strategic initiatives •Oversees our strategy with respect to ESG matters | ||||||||||||||||||||
Finance | ||||||||||||||||||||
•Oversees our financial risks, including oversight of our capital structure, corporate credit risk and dividend policy | ||||||||||||||||||||
Market Regulation Oversight | ||||||||||||||||||||
•Oversees compliance with applicable self-regulatory obligations stemming from the operation of our exchanges, clearing house and trade repositories •Receives regular reports on the effectiveness of our market regulation and financial and regulatory surveillance functions | ||||||||||||||||||||
30 | CME GROUP | 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE |
Nominating and Governance | ||||||||||||||||||||
•Reviews risks associated with corporate governance •Oversees overall board effectiveness, including advising the board on its composition and refreshment and committee structure •Oversees succession planning for senior management, including for the Chairman and Chief Executive Officer •Assists the board in its oversight of engagement with shareholders on corporate governance matters | ||||||||||||||||||||
Risk | ||||||||||||||||||||
•Conducts primary oversight of our ERM Program, including approving the ERM framework and the risk universe and reviewing and recommending to the board the various levels of acceptable appetite for managing our key risks •Reviews our risk factor disclosure in our annual reports on Form 10-K •Oversees risks relating to information security and cybersecurity, compliance and operational resiliency, including receiving quarterly reports on our risk profile and the effectiveness of the programs | ||||||||||||||||||||
2023 PROXY STATEMENT | CME GROUP | 31 |
CORPORATE GOVERNANCE |
32 | CME GROUP | 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE |
2023 PROXY STATEMENT | CME GROUP | 33 |
CORPORATE GOVERNANCE |
34 | CME GROUP | 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE |
Workforce Empowerment | Corporate Stewardship | Community Commitment | Sustainable Solutions | |||||||||||||||||
•Employee Wellness & Well-being •Diversity & Inclusion •Competitive Compensation & Benefits •Career Development & Training •Engaged Employee Resource Groups | •Commitment to Good Corporate Governance •Effective Risk Oversight •Compliance & Ethics Program •Responsible Use of Data, Data Privacy and Cybersecurity •Market Integrity and Sustainability | •Matching Gift Program •CME Group Foundation •Paid Volunteer Day •St. Jude Support •Star Scholarships •Futures Fundamentals | •Products & Services Designed for a Sustainable Future •Industry Engagement •Environmental Impacts from Business Operations | |||||||||||||||||
2023 PROXY STATEMENT | CME GROUP | 35 |
CORPORATE GOVERNANCE |
Daniel G. Kaye (C,I,P,F) Dennis H. Chookaszian (I,P,F) Elizabeth A. Cook (I) Larry G. Gerdes (I,P,F) Deborah J. Lucas (I,P) Terry L. Savage (I,P) Dennis A. Suskind (I,P) | The audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (Exchange Act), and assists the board in fulfilling its oversight responsibilities with respect to the integrity of our financial statements, the qualifications and independence of our independent registered public accounting firm, the performance of our internal audit functions and our external auditors and the effectiveness of our internal control over financial reporting. The committee performs this function by monitoring our financial reporting process and internal control over financial reporting and by assessing the audit efforts of the external and internal auditors. The committee has ultimate authority and responsibility to appoint, retain, compensate, evaluate, and where appropriate, replace the external auditors. | ||||||||||
9 meetings in 2022 |
Howard J. Siegel (C,I) Michael G. Dennis Bryan T. Durkin Martin J. Gepsman (I) William W. Hobert (I) William R. Shepard (I) Robert J. Tierney Jr. (I) | The clearing house oversight committee assists the board in providing oversight of the risk management activities and the senior management of the clearing house, including oversight with respect to the effectiveness of the clearing house risk management program. | ||||||||||
7 meetings in 2022 |
36 | CME GROUP | 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE |
Charles P. Carey (C,I,P) Timothy S. Bitsberger (I,P) Elizabeth A. Cook (I) Ana Dutra (I,P) Daniel R. Glickman (I,P) Terry L. Savage (I,P) Rahael Seifu (I,P) | The compensation committee assists the board in fulfilling its responsibilities in connection with the compensation of board members and senior management and oversees the compensation programs for our employees. It performs this function by, among other things, establishing and overseeing our compensation programs, approving compensation for our executive officers, recommending to the board the compensation of board members who do not serve as our officers, overseeing the administration of our equity award plans and approving the filing of the Compensation Discussion and Analysis section, in accordance with applicable rules and regulations of the SEC, in our proxy statements. | ||||||||||
10 meetings in 2022 |
Terrence A. Duffy (C) Timothy S. Bitsberger (I,P) Charles P. Carey (I) Larry G. Gerdes (I,P,F) Daniel R. Glickman (I,P) Daniel G. Kaye (I,P,F) Phyllis M. Lockett (I,P) Howard J. Siegel (I) Dennis A. Suskind (I,P) | The executive committee exercises the authority of the board when the board is not in session, except in cases where action of the entire board is required by our articles of incorporation, bylaws or applicable law. The committee may also review and provide counsel to management regarding material policies, plans or proposals prior to submission of such items to the board. The committee also oversees our ESG matters. The membership of the committee comprises the Chairman and Chief Executive Officer, the other individuals who chair our board committees and Mr. Glickman, our former Lead Director and former chair of the nominating and governance committee. | ||||||||||
4 meetings in 2022 |
2023 PROXY STATEMENT | CME GROUP | 37 |
CORPORATE GOVERNANCE |
Larry G. Gerdes (C,I,P,F) Timothy S. Bitsberger (I, P) Charles P. Carey (I) Dennis H. Chookaszian (I,P,F) Michael G. Dennis Deborah J. Lucas (I,P) Patrick J. Mulchrone (I) | The finance committee assists the board in fulfilling its oversight responsibilities with respect to our financial policies, strategies, capital structure and annual operating and capital budget. | ||||||||||
4 meetings in 2022 |
Timothy S. Bitsberger (C,I,P) Ana Dutra (I,P) Phyllis M. Lockett (I,P) Deborah J. Lucas (I,P) Rahael Seifu (I,P) Dennis A. Suskind (I,P) | The market regulation oversight committee assists the board with its oversight of the operation of our four exchanges that are self-regulatory organizations. The committee provides independent oversight of the policies and programs of such regulatory functions and their senior management and compliance officers to ensure effective administration of our self-regulatory responsibilities. | ||||||||||
6 meetings in 2022 |
38 | CME GROUP | 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE |
Phyllis M. Lockett (C,I,P) Martin J. Gepsman (I) Daniel R. Glickman (I, P) Larry G. Gerdes (I,P,F) Dennis A. Suskind (I,P) Robert J. Tierney Jr. (I) | The primary purposes of the nominating and governance committee are to (i) identify individuals qualified to become Equity directors, consistent with the criteria established by the board, and to recommend such nominees for election; (ii) identify and consider individuals qualified to become Class B directors; (iii) oversee the company’s policies, procedures and practices in the area of corporate governance, including its corporate governance principles; (iv) recommend and oversee the evaluation process utilized by the board to evaluate its performance as well as the performance of its committees and individual directors; and (v) oversee succession planning for the company’s senior management, including its Chairman and Chief Executive Officer. | ||||||||||
8 meetings in 2022 |
Dennis A. Suskind (C,I,P) Timothy S. Bitsberger (I,P) Ana Dutra (I,P) Daniel G. Kaye (I,P,F) Phyllis M. Lockett (I,P) Patrick W. Maloney (I) William R. Shepard (I) Howard J. Siegel (I) | The risk committee assists the board in reviewing, assessing and providing oversight of the company's risk management practices in its oversight of the effectiveness of the company's policies and processes to identify, manage and plan for its clearing house, compliance, financial, operational, reputational and strategic risks as described in more detail on page 28. | ||||||||||
5 meetings in 2022 |
2023 PROXY STATEMENT | CME GROUP | 39 |
ITEM TWO |
The audit committee has appointed Ernst & Young LLP as CME Group’s independent registered public accounting firm for 2023. We are not required to have the shareholders ratify the selection of Ernst & Young as our independent auditor. We nonetheless are doing so because we believe it is a matter of good corporate practice. If the shareholders do not ratify the selection, the audit committee will reconsider whether or not to retain Ernst & Young, but may choose to retain such independent auditor. Even if the selection is ratified, the audit committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interest of CME Group and its shareholders. Representatives of Ernst & Young will be present at the 2023 annual meeting, will have the opportunity to make a statement, and will be available to respond to appropriate questions by shareholders. In connection with the audit of our 2022 financial statements, we entered into an engagement letter with Ernst & Young, which sets forth the terms by which Ernst & Young would perform audit services for us and which did not include any limitations of liability for punitive damages. We expect to enter into a similar engagement letter with Ernst & Young for 2023. Ernst & Young has served as the company's auditor since 2002. In accordance with its charter, the audit committee considers annually whether there should be a rotation of the independent auditor. In determining whether to continue the retention of Ernst & Young as our independent auditor, the audit committee considers factors such as: •Ernst & Young's independence and objectivity; •Ernst & Young's and the lead engagement partner's capability and expertise in handling the breadth and complexity of our business; and •historical and recent performance of Ernst & Young, including the extent and quality of communications with members of the audit committee. | BOARD RECOMMENDATION Our board recommends that shareholders vote "FOR" ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023. | |||||||||||||||||||||||||
You are being asked to vote on ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023. Ernst & Young LLP served as our independent accounting firm for 2022. |
40 | CME GROUP | 2023 PROXY STATEMENT |
ITEM TWO |
Service Provided | 2022 | 2021 | |||||||||||||||
Audit 1 | $ | 6,452,356 | $ | 7,305,791 | |||||||||||||
Audit-Related Fees 2 | — | — | |||||||||||||||
Tax Fees 3 | 128,732 | 36,869 | |||||||||||||||
All Other Fees 4 | — | — | |||||||||||||||
Total | $ | 6,581,088 | $ | 7,342,660 |
2023 PROXY STATEMENT | CME GROUP | 41 |
42 | CME GROUP | 2023 PROXY STATEMENT |
ITEM THREE |
Factors to consider The board and the compensation committee are committed to sound governance practices and recognize the interest our shareholders have expressed in CME Group’s executive compensation program. As part of that commitment, and pursuant to Section 14A of the Exchange Act, our shareholders are being asked to approve an advisory resolution on the compensation of our named executive officers, as reported in this proxy statement. This proposal, commonly known as the “say-on-pay” proposal, gives you the opportunity to endorse our 2022 executive compensation program and policies for our named executive officers through a vote “FOR” the approval of the following resolution: RESOLVED, that the shareholders of CME Group approve, on an advisory basis, the compensation of CME Group’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC in the proxy statement for the CME Group 2023 annual shareholders meeting (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables and any related material). This vote is not intended to address any specific item of compensation, but rather our overall compensation policies and procedures relating to our named executive officers. Accordingly, your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of our named executive officers. Because your vote is advisory, it will not be binding on the board. The board and the compensation committee, however, will take into account the outcome of the “say-on-pay” vote when considering future compensation arrangements. We currently hold an advisory vote on a "say-on-pay" proposal every year. Subject to the outcome of ITEM 4 and the decision of the board, the next "say-on-pay" vote will occur at the 2024 annual meeting. Required vote This item must receive a “FOR” vote from the holders of a majority of the shares of our Class A and Class B common stock present in person or represented by proxy and entitled to vote on this matter at the annual meeting, voting together as a single class, to be approved. | BOARD RECOMMENDATION Our board recommends that shareholders vote "FOR" the advisory proposal on the compensation of our named executive officers. | |||||||||||||||||||||||||
You are being asked to vote on a non-binding advisory proposal on our executive compensation program for our named executive officers, as described in our Compensation Discussion and Analysis beginning on page 53 and executive compensation tables beginning on page 70. |
2023 PROXY STATEMENT | CME GROUP | 43 |
ITEM FOUR |
Factors to consider After careful consideration of this proposal, our compensation committee recommended and our board agreed that an advisory vote on the compensation of our named executive officers that occurs annually is the most appropriate alternative for the company. Therefore, our board recommends that you vote for a one-year frequency for future advisory votes on the compensation of our named executive officers. An advisory vote on the compensation of our named executive officers every year will allow our shareholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Setting a one-year frequency for holding this shareholder vote will enhance shareholder communication by providing a clear, simple means for the company to obtain information on investor sentiment about our executive compensation philosophy. You may cast your vote on your preferred voting frequency by choosing the option of 1 Year, 2 Years or 3 Years or you may abstain from voting in response to the resolution set forth below. RESOLVED, that a non-binding advisory vote of CME Group’s shareholders to approve the compensation of the company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables and any related material) shall be held at an annual meeting of shareholders (i) every year, (ii) every two years, or (iii) every three years, as determined by whichever frequency-option receives the highest number of votes. The option of every one year, every two years or every three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on named executive officer compensation that has been selected by shareholders. However, because this vote is advisory and not binding on the board in any way, the board may decide that it is in the best interests of our shareholders and the company to hold an advisory vote on named executive officer compensation with a frequency that differs from the frequency selected by our shareholders. | BOARD RECOMMENDATION Our board recommends that shareholders vote for "1 Year" as the frequency of future advisory votes on the compensation of our named executive officers. | |||||||||||||||||||||||||
You are being asked to vote on a proposal commonly known as “say-on-frequency,” which gives our shareholders the opportunity to vote, on an advisory basis, on how often we should conduct future advisory “say-on-pay” votes on the compensation of our named executive officers. |
44 | CME GROUP | 2023 PROXY STATEMENT |
ITEM FIVE |
Each Class B director's term will last until the 2024 annual meeting. If you own more than one share of Class B-1, Class B-2 or Class B-3 common stock, you must vote each class of your Class B-1 shares, Class B-2 shares and/or Class B-3 shares the same way. You may not split your vote. If you do so, your vote will be invalid. In order to hold a valid election of the Class B director(s) elected by a particular class, a quorum of that class (holders of at least one-third of the outstanding shares of that class) must be present or represented by proxy, at the annual meeting. From time to time, at the time of the annual meeting, the quorum required for a particular class was not satisfied. At the 2022 annual meeting, there was no quorum for the Class B-1 and Class B-3 proposals. In the absence of a quorum, no valid election can take place under our charter and bylaws. As a consequence, the Class B director(s) serving on the board of the affected classes at the time of the annual meeting would become “holdovers” under Delaware law and our bylaws, and would continue to serve until their successor(s) are duly elected at the 2024 annual meeting or their earlier resignation or removal. Messrs. Hobert, Mulchrone and Tierney are holdovers from their valid election in 2020 and Ms. Cook is currently a holdover from her valid election at the 2018 annual meeting. | Our Class B-1 shareholders are being asked to vote for three Class B-1 directors, our Class B-2 shareholders are being asked to vote for two Class B-2 directors and our Class B-3 shareholders are being asked to vote for one Class B-3 director. | |||||||||||||
The nominating and governance committee approved the following three nominees for the three Class B-1 director positions and is recommending that Class B-1 shareholders vote "FOR" all three of the nominees. |
2023 PROXY STATEMENT | CME GROUP | 45 |
ITEM FIVE |
William W. Hobert (WH) | ||||||||||||||||||||||||||
AGE: 59 | DIRECTOR SINCE: 2018 | COMMITTEES: CHOC | ||||||||||||||||||||||||
Mr. Hobert founded WH Trading, LLC, a proprietary options and futures trading firm, in 1998. WH Trading serves as a market maker and liquidity provider in numerous asset classes at CME in both its open outcry and electronically traded markets. From 1988 to 1994, Mr. Hobert worked for Cooper-Neff and Associates as an FX options market maker on the floor of CME and in over-the-counter markets. In 1994, he founded Hobert Trading Inc., which is currently a member of WH Trading, LLC. Mr. Hobert serves as director of our political action committee. Mr. Hobert has over three decades of industry experience as an open outcry market maker, electronic options and futures trader, company founder and owner of WH Trading. In his role there, he oversees the technology, risk management, operations and strategy development of the firm. He led WH Trading's transition to a technology firm with the build of an electronic, automated trading operation. His career also includes government advocacy relating to the industry, including informal sessions with the SEC and CFTC Commissioners, House and Senate Committees and Congressional Leadership. | ||||||||||||||||||||||||||
Independent | ||||||||||||||||||||||||||
Patrick J. Mulchrone (PJM) | ||||||||||||||||||||||||||
AGE: 65 | DIRECTOR SINCE: 2020 | COMMITTEES: FC | ||||||||||||||||||||||||
Mr. Mulchrone has been a member of CME since 1980. He previously served as a member of our board from 1991 to 2001, including holding the position of Vice Chairman. Mr. Mulchrone served as a filling order broker in the Eurodollar pit until 2004. Mr. Mulchrone has been an independent trader from 2004 to present. Mr. Mulchrone is a founder of Advantage Futures (2003). He served as a member of the board of directors of Standard Bank & Trust until its sale in 2017. Mr. Mulchrone serves on the Board of Advisors of Misericordia Home. He serves as a Co-Vice Chair of our political action committee and has served on the Class B-2 nominating committee. Mr. Mulchrone received a B.S. in Accounting from Western Illinois University. Mr. Mulchrone brings more than 40 years of experience in the futures industry. In 2003, he founded Advantage Futures LLC, which has become one of the highest volume futures clearing firms in the industry with a diverse and expanding client base. Mr. Mulchrone’s career also included his service on the board of governors at CME during the time when we transitioned from a member-owned and -run exchange to our for-profit organization. His career also includes service on the board of directors of the Standard Bank and Trust (2001 to 2017) where he was part of team that grew the assets fourfold to $2.5 billion. In 2017, Mr. Mulchrone was part of the team that led the successful sale of Standard Bank. As Co-Vice Chair of our political action committee, Mr. Mulchrone has regular interaction with government officials. | ||||||||||||||||||||||||||
Independent | ||||||||||||||||||||||||||
46 | CME GROUP | 2023 PROXY STATEMENT |
ITEM FIVE |
Robert J. Tierney Jr. (RJT) | ||||||||||||||||||||||||||
AGE: 47 | DIRECTOR SINCE: 2019 | COMMITTEES: CHOC, NGC | ||||||||||||||||||||||||
Mr. Tierney has been an active independent trader and a member of the CME and CBOT since 2000 and NYMEX since 2020. Currently, Mr. Tierney is a managing member and owner of Kore Trading LLC, a registered member firm holding multiple memberships on CME, CBOT, NYMEX and COMEX. Mr. Tierney's firm, Kore Trading, actively trades and mentors college graduates in the mechanics of spread trading across multiple asset classes. In addition, Mr. Tierney has invested in creating a division of Kore Trading, LLC overseas for fostering software development. Mr. Tierney has served as a CME committee member of the business conduct committee since 2012. Previously, he was a managing partner at AlphaBit Trading LLC from 2012-2018. Through ownership and management of Kore Trading, Mr. Tierney brings his electronic trading background, knowledge of technology and management experience. Kore Trading is a technology-driven proprietary trading firm covering a myriad of asset classes. Its trading infrastructure reaches globally, covering derivatives and securities of a myriad of asset classes. | ||||||||||||||||||||||||||
Independent | ||||||||||||||||||||||||||
2023 PROXY STATEMENT | CME GROUP | 47 |
ITEM FIVE |
The nominating and governance committee approved the following two nominees for the two Class B-2 director positions and is recommending that Class B-2 shareholders vote “FOR” both nominees. |
Michael G. Dennis (MKI) | ||||||||||||||||||||||||||
AGE: 42 | DIRECTOR SINCE: 2020 | COMMITTEES: FC, CHOC | ||||||||||||||||||||||||
Mr. Dennis started his career in the derivatives industry working for a proprietary trading firm as a liquidity provider trading back-month Eurodollar futures and U.S. cash government securities. Currently, Mr. Dennis is a Principal and the Chief Commercial Officer of ABN AMRO Clearing USA LLC, one of the largest global futures clearing firms. Prior to ABN AMRO, Mr. Dennis was a Director at Societe Generale who focused on Prime Brokerage and Clearing Services. Mr. Dennis is a member of the CME and CBOT and currently serves on the business conduct committee, previously serving on our probable cause committee. Mr. Dennis is a graduate of Marquette University with a Bachelor of Science in Finance and holds Series 3, 63, 7 and 24 licenses. Mr. Dennis also devotes time to external activities such as Misericordia Heart of Mercy, Danny Did Foundation, A Leg to Stand on and CURE (Citizens United for Research in Epilepsy). Mr. Dennis has been involved in the financial services industry for the past 20 years. Currently, Mr. Dennis is the Chief Commercial Officer of ABN AMRO Clearing USA LLC. As part of his current role, Mr. Dennis is responsible for many of the strategic decisions at the firm, as well as innovation around new products and service enhancements. He also serves on the firm’s management team, which is responsible for the firm’s operations and performance. Mr. Dennis is also a member of the firm's business crisis team, where he has gained experience in monitoring and addressing crisis events, including the processes for fallback mode, repair, analyze and resolve, stand down procedure and resumption of business as usual. As an employee of ABN AMRO Clearing USA LLC, Mr. Dennis is required to participate in monthly, quarterly and annual training and testing as it relates to cybercrimes, various industry rules and regulations and potential threats to the firm’s infrastructure. As a former trader, he has gained an understanding of a variety of trading technologies and controls as well as a deep understanding of market structure. | ||||||||||||||||||||||||||
48 | CME GROUP | 2023 PROXY STATEMENT |
ITEM FIVE |
Patrick W. Maloney (PAT) | ||||||||||||||||||||||||||
AGE: 61 | DIRECTOR SINCE: 2020 | COMMITTEES: RC | ||||||||||||||||||||||||
Mr. Maloney has been a member of CME since 1985. Mr. Maloney has served as an independent floor broker in the Eurodollar option pit from 2007 to present. Mr. Maloney has served on numerous CME functional committees: pit committee 1997-1999, nominating committee 1995-1996, arbitration committee 1994-1995, booth space committee 1992-1996 and floor practices committee 1995-1997. Mr. Maloney serves as a director of our political action committee. Mr. Maloney has served as a full-time floor trader and broker since 1985. Through this experience, he brings to the board his views as an active market participant and can convey the valuable perspective from the traders he interacts with on a daily basis. Over his career, he has served on numerous exchange-related committees. | ||||||||||||||||||||||||||
Independent | ||||||||||||||||||||||||||
2023 PROXY STATEMENT | CME GROUP | 49 |
ITEM FIVE |
The nominating and governance committee approved the following nominee for the one Class B-3 director position and is recommending that Class B-3 shareholders vote “FOR” such nominee. |
Elizabeth A. Cook (LZY) | ||||||||||||||||||||||||||
AGE: 62 | DIRECTOR SINCE: 2015 | COMMITTEES: AC, CC | ||||||||||||||||||||||||
Ms. Cook has been a member of CME since 1983, starting her career in 1978 as a runner for Clayton Brokerage Inc. She is a member of the board's compensation and audit committees. Ms. Cook actively participates as co-chair of the CME arbitration and floor conduct committees and serves on the board of the CME Gratuity Fund. In addition, she serves on CME's membership and business conduct committees and continues her involvements with our political action committee. Ms. Cook is the founder and owner of MiCat Group LLC, a firm specializing in option execution services focusing on equities, FX and interest rates. She also serves as president of Lucky Star LLC, a commercial property management company. Ms. Cook is also on the board of Women in Listed Derivatives and Associated Colleges of Illinois. Her external activities include NACD Governance Fellow and completion of its Director Professionalism course, member of Business Executives for National Security, Ambassador of the Navy Seal Foundation, Ambassador for The ALS Association Greater Chicago Chapter and an active supporter of Honor Flight Chicago. Ms. Cook has participated in numerous risk and audit educational programs and as a long-time market participant has significant risk management experience. Ms. Cook brings her experience as a member since 1983 with a focus on our options complex, particularly FX and Eurodollar options. Through her service on our disciplinary committees, Ms. Cook has gained insight into hearing and reviewing disciplinary charges and determining appropriate action. Ms. Cook, as a long-time user of our markets, has gained an understanding of our customer-facing systems and controls. Through her participation in the NACD's educational program, she has been recognized as a Governance Fellow gaining insight into best practices relating to corporate governance and board operations. | ||||||||||||||||||||||||||
Independent | ||||||||||||||||||||||||||
50 | CME GROUP | 2023 PROXY STATEMENT |
This section provides an overview of the role and responsibility of our compensation committee. We have an executive compensation program that is designed to tie pay to performance, balance rewards with prudent business decisions and risk management, and focus on both annual and long-term performance for the benefit of our shareholders. In designing our program, we also take into consideration our unique role in the financial services industry. |
2023 PROXY STATEMENT | CME GROUP | 51 |
COMPENSATION COMMITTEE MATTERS |
52 | CME GROUP | 2023 PROXY STATEMENT |
This discussion provides you with a detailed description of our compensation program for our named executive officers. It also provides an overview of our compensation philosophy and our policies and programs, which are designed to achieve our compensation objectives, and an overview of our program as it relates to other members of our management team. These individuals along with our named executive officers are referred to as our senior management group. |
2023 PROXY STATEMENT | CME GROUP | 53 |
COMPENSATION DISCUSSION & ANALYSIS |
54 | CME GROUP | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION & ANALYSIS |
What We Heard from Shareholders | Our Perspective / Actions Taken | ||||
One-Time Special Bonus Design: While supportive of Mr. Duffy’s leadership and the extension of his contract, investors expressed concern for the discretionary nature of the payment (paid outside of the established program), without pre-established performance goals, retention or vesting conditions or a clawback or repayment provision. | •As described above, the compensation committee and the board approved the one-time special bonus paid to Mr. Duffy based on the unique circumstances at the time, determining it was in the best interests of the company and the shareholders. •The compensation committee and the board have not had a practice of making such payments in the past. The committee and the board do not expect to make such payments in the future in the ordinary course of business, but reserve the right to make such payments, if it is determined to be in the best interests of the company and the shareholders. If circumstances were to arise where a discretionary payment may be in the best interests of the company and shareholders, the committee and board will carefully consider the shareholder feedback received through the engagement process, including preferences for: ◦pre-established performance goals: ◦retention or vesting conditions; and ◦a clawback or repayment provision. | ||||
Annual Incentive Plan Design (Target Setting): Investors expressed concern regarding the process for setting the annual cash earnings target goal noting in certain years the target has been set below the prior year’s actual performance. | •The compensation committee believes the target goal should be established in a way that motivates our executives toward operational excellence and superior financial performance and is challenging to meet, while remaining achievable with concentrated effort and focus. •We have added new disclosure designed to provide more transparency into our process for setting the cash earnings target for our annual bonus plan and how it is designed to drive performance of our named executive officers taking into consideration applicable factors that may impact the company’s performance. (See page 63). | ||||
Long-term Incentive Plan Design (Metrics): The use of relative total shareholder return (TSR) as a performance metric in the long-term plan was generally viewed positively. Investors recommended the incorporation of an additional performance metric that is more operational (i.e., more reflective of and influenced by the performance of management). Feedback also suggested a TSR comparison to a more specific industry group may be preferred. | •This topic is regularly discussed and debated by the compensation committee. •Our goal is to design our performance share program to motivate and reward the executive’s contribution to achieving our long-term objectives and increasing shareholder value and to serve as a retention mechanism. •From time to time, we have included other performance metrics in the program (e.g., based on net income margin growth relative to the diversified financial services index of the S&P 500). •The compensation committee undertakes to engage with management and its independent compensation consultant to discuss the performance metrics in advance of its next annual grant made in September 2023. Applicable disclosure to be included in our 2024 proxy statement. |
2023 PROXY STATEMENT | CME GROUP | 55 |
COMPENSATION DISCUSSION & ANALYSIS |
What We Heard from Shareholders | Our Perspective / Actions Taken | ||||
Long-term Incentive Plan Design (Target Setting): Investors expressed preferences that the target payout opportunity be set above the 50th percentile performance level. | •The compensation committee continues to believe that its targets remain appropriately designed and in alignment with market practice. •We highlight that the performance shares tied to 2020-2022 performance did not become vested as performance for the period was below the threshold level (25th percentile) resulting in no shares being earned. •As the compensation committee evaluates the performance metrics for the long-term incentive plan as discussed above, it will also consider the applicable targets for the payouts under the program. | ||||
Succession Planning Disclosure: Investors indicated that enhanced disclosure on the process would be helpful to better understand the process and the board’s focus on its importance. | •We have added new disclosure in the proxy statement regarding our succession planning process and its oversight at the board level. (See page 32). |
56 | CME GROUP | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION & ANALYSIS |
2023 PROXY STATEMENT | CME GROUP | 57 |
COMPENSATION DISCUSSION & ANALYSIS |
58 | CME GROUP | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION & ANALYSIS |
CBOE Holdings Inc. | Equifax Inc. | ||||
Fiserv Inc. | Franklin Resources Inc. | ||||
IntercontinentalExchange Inc. | Invesco Ltd. | ||||
MasterCard Inc. | Moody’s Corp. | ||||
Nasdaq Inc. | Northern Trust Corp. | ||||
Paychex Inc. | Schwab (Charles) Corp. | ||||
S&P Global Inc. | T. Rowe Price Group Inc. | ||||
Western Union Co. |
2023 PROXY STATEMENT | CME GROUP | 59 |
COMPENSATION DISCUSSION & ANALYSIS |
Compensation Component | Key Characteristics | Purpose | Where Reported in More Detail | ||||||||||||||||||||
Base Pay | Fixed compensation component. Reviewed annually, and adjusted, if and when appropriate. | Intended to compensate the executive competitively with the market based upon their job duties and level of responsibility. | Summary Compensation Table on page 70under “Salary” and described on page 62. | ||||||||||||||||||||
Annual Performance-Based Bonus | Variable compensation component. Opportunity based upon our performance measured by cash earnings achievement. Individual awards based on bonus opportunities and individual performance. | Intended to motivate and reward the executive’s contribution to achieving our short-term/annual goals. | Summary Compensation Table under “Non-Equity Incentive Plan Compensation,” Grants of Plan-Based Awards on page 72 under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” and described onpage 70. | ||||||||||||||||||||
Long-Term Incentives | Variable compensation component. Amounts actually realized will depend upon company financial/stock performance. Individual awards based on equity opportunities and individual performance. | Intended to motivate and reward the executive’s contribution to achieving our long-term objectives and increasing shareholder value and to serve as a retention mechanism. | Summary Compensation Table under “Stock Awards”,Grants of Plan-Based Awards under the columns referencing equity awards, Stock Vested on page 75 and described onpage 64. |
60 | CME GROUP | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION & ANALYSIS |
Compensation Component | Key Characteristics | Purpose | Where Reported in More Detail | ||||||||||||||||||||
Health and Welfare Plans and Retirement Plans | Fixed component of pay. | Intended to provide benefits that promote employee health and support employees in attaining financial security. | Summary Compensation Table under “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” and “All Other Compensation,”Pension Benefits on page 75 and Non-Qualified Deferred Compensationon page 76. | ||||||||||||||||||||
Post-Employment Compensation | Contingent compensation component. | Intended to provide a temporary income source following termination (other than for cause) including in the case of a change-in-control to ensure continuity of management during that event. | Potential Payments to Named Executive Officers on page 80 and described on page 67. |
Base Salary | Annual Cash Bonus 1 | Annual Equity 2 | Other Compensation 3 | ||||||||||||||||||||
11% | 33% | 53% | 3% |
2023 PROXY STATEMENT | CME GROUP | 61 |
COMPENSATION DISCUSSION & ANALYSIS |
62 | CME GROUP | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION & ANALYSIS |
Cash Earnings Calculation for Annual Bonus | ||
Net Income + Depreciation + Stock-Based Compensation* + Amortization on Purchased Intangibles* - Capital Expenditures = Cash Earnings +/- Net Interest Expense* = Bonus Incentive Plans Cash Earnings Target as approved by compensation committee *Adjusted on an after tax basis |
Threshold | Target | Maximum | Actual | ||||||||||||||||||||
$1.950 billion | $2.600 billion | $3.120 billion | $3.100 billion |
2023 PROXY STATEMENT | CME GROUP | 63 |
COMPENSATION DISCUSSION & ANALYSIS |
Name | Annual Bonus Plan Target as % of Salary | Annual Bonus Plan Target | Annual Bonus Plan Maximum as % of Salary | Annual Bonus Plan Maximum | 2022 Actual Annual Bonus Award as % of Target | 2022 Annual Bonus Award 1 | |||||||||||||||||||||||||||||||||||
Terrence A. Duffy | 200 | % | $ | 4,000,000 | 400 | % | $ | 8,000,000 | 196 | % | $ | 7,770,711 | |||||||||||||||||||||||||||||
John W. Pietrowicz | 100 | % | $ | 600,000 | 200 | % | $ | 1,200,000 | 196 | % | $ | 1,173,151 | |||||||||||||||||||||||||||||
Julie Holzrichter | 100 | % | $ | 525,000 | 200 | % | $ | 1,050,000 | 196 | % | $ | 1,027,921 | |||||||||||||||||||||||||||||
Sean P. Tully | 100 | % | $ | 525,000 | 200 | % | $ | 1,050,000 | 196 | % | $ | 1,024,149 | |||||||||||||||||||||||||||||
Sunil K. Cutinho | 100 | % | $ | 525,000 | 200 | % | $ | 1,050,000 | 196 | % | $ | 1,026,035 |
64 | CME GROUP | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION & ANALYSIS |
Name | Annual Equity Award Target as % of Base Salary | Annual Equity Award Target | Actual Annual Equity Award as % of Target | Actual Annual Equity Award 1 | |||||||||||||||||||||||||
Terrence A. Duffy | 600 | % | $ | 12,000,000 | 100 | % | $ | 12,000,000 | |||||||||||||||||||||
John W. Pietrowicz | 300 | % | $ | 1,800,000 | 100 | % | $ | 1,800,000 | |||||||||||||||||||||
Julie Holzrichter | 300 | % | $ | 1,575,000 | 100 | % | $ | 1,575,000 | |||||||||||||||||||||
Sean P. Tully | 300 | % | $ | 1,575,000 | 100 | % | $ | 1,575,000 | |||||||||||||||||||||
Sunil K. Cutinho | 300 | % | $ | 1,575,000 | 100 | % | $ | 1,575,000 |
Relative TSR Performance % of Target Award Earned | |||||||||||
Below 25th Percentile | 25th Percentile | 50th Percentile | 75th Percentile | ||||||||
0% | 50% | 100% | 200% |
2023 PROXY STATEMENT | CME GROUP | 65 |
COMPENSATION DISCUSSION & ANALYSIS |
Performance Share Payout Opportunity (in Shares) | ||||||||||||||||||||
Name | Award Date | Performance Metric | Threshold | Target | Maximum | |||||||||||||||
Terrence A. Duffy | 9/15/2022 | 2023-2025 TSR | 15,726 | 31,451 | 62,902 | |||||||||||||||
John W. Pietrowicz | 9/15/2022 | 2023-2025 TSR | 2,359 | 4,718 | 9,436 | |||||||||||||||
Julie Holzrichter | 9/15/2022 | 2023-2025 TSR | 2,064 | 4,128 | 8,256 | |||||||||||||||
Sean P. Tully | 9/15/2022 | 2023-2025 TSR | 2,064 | 4,128 | 8,256 | |||||||||||||||
Sunil K. Cutinho | 9/15/2022 | 2023-2025 TSR | 2,064 | 4,128 | 8,256 | |||||||||||||||
Name | Award Date | Performance Metric 1 | Performance Share Payout Opportunity (in Shares) | Actual Shares Earned | |||||||||||||||||||
Threshold | Target | Maximum | |||||||||||||||||||||
Terrence A. Duffy | 9/16/2019 | 2020-2022 TSR | 6,341 | 12,681 | 25,362 | — | |||||||||||||||||
John W. Pietrowicz | 9/16/2019 | 2020-2022 TSR | 1,993 | 3,986 | 7,972 | — | |||||||||||||||||
Julie Holzrichter | 9/16/2019 | 2020-2022 TSR | 1,812 | 3,623 | 7,246 | — | |||||||||||||||||
Sean P. Tully | 9/16/2019 | 2020-2022 TSR | 1,631 | 3,261 | 6,522 | — | |||||||||||||||||
Sunil K. Cutinho | 9/16/2019 | 2020-2022 TSR | 1,631 | 3,261 | 6,522 | — |
66 | CME GROUP | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION & ANALYSIS |
2023 PROXY STATEMENT | CME GROUP | 67 |
COMPENSATION DISCUSSION & ANALYSIS |
68 | CME GROUP | 2023 PROXY STATEMENT |
2023 PROXY STATEMENT | CME GROUP | 69 |
Name and Principal Position 1 | Year | Salary | Bonus | Stock Awards 2 | Non-Equity Incentive Plan Compensation 3 | Change in Pension Value and Non-Qualified Deferred Compensation Earnings 4 | All Other Compensation 5 | Total | |||||||||||||||||||||
Terrence A. Duffy Chairman and Chief Executive Officer 6 | 2022 | $ | 2,000,000 | $ | — | $ | 12,530,269 | $ | 7,770,711 | $ | 36,092 | $ | 606,005 | $ | 22,943,077 | ||||||||||||||
2021 | 1,500,000 | 5,000,000 | 11,563,324 | 4,382,701 | 35,942 | 442,770 | 22,924,737 | ||||||||||||||||||||||
2020 | 1,500,000 | — | 10,933,603 | 3,195,001 | 45,422 | 444,441 | 16,118,467 | ||||||||||||||||||||||
John W. Pietrowicz Chief Financial Officer | 2022 | 600,000 | — | 1,879,270 | 1,173,151 | — | 8 | 117,822 | 3,770,243 | ||||||||||||||||||||
2021 | 550,000 | — | 2,120,246 | 803,495 | 31,298 | 153,524 | 3,658,563 | ||||||||||||||||||||||
2020 | 550,000 | — | 2,004,624 | 585,750 | 64,710 | 101,784 | 3,306,868 | ||||||||||||||||||||||
Julie Holzrichter Chief Operating Officer | 2022 | 525,000 | — | 1,644,595 | 1,027,921 | — | 8 | 92,720 | 3,290,236 | ||||||||||||||||||||
2021 | 500,000 | — | 1,926,919 | 730,450 | 28,605 | 75,240 | 3,261,214 | ||||||||||||||||||||||
2020 | 500,000 | — | 1,822,123 | 532,500 | 75,120 | 82,021 | 3,011,764 | ||||||||||||||||||||||
Sean P. Tully Global Head of Rates and OTC Products 7 | 2022 | 525,000 | — | 1,644,595 | 1,024,149 | — | 8 | 95,410 | 3,289,154 | ||||||||||||||||||||
Sunil K. Cutinho Chief Information Officer | 2022 | 525,000 | — | 1,644,595 | 1,026,035 | — | 8 | 89,693 | 3,285,323 | ||||||||||||||||||||
2021 | 475,000 | — | 1,831,160 | 693,928 | 21,738 | 72,344 | 3,094,170 | ||||||||||||||||||||||
2020 | 475,000 | — | 1,731,545 | 505,158 | 71,005 | 66,945 | 2,849,653 |
70 | CME GROUP | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
401(k) Company Contribution | Supplemental Plan a | Other b | Total | ||||||||||||||||||||||||||
Terrence A. Duffy | $ | 9,150 | $ | 595,535 | $ | 1,320 | $ | 606,005 | |||||||||||||||||||||
John W. Pietrowicz | 9,150 | 107,484 | 1,188 | 117,822 | |||||||||||||||||||||||||
Julie Holzrichter | 9,150 | 82,530 | 1,040 | 92,720 | |||||||||||||||||||||||||
Sean P. Tully | 9,150 | 85,220 | 1,040 | 95,410 | |||||||||||||||||||||||||
Sunil K. Cutinho | 9,150 | 79,503 | 1,040 | 89,693 |
2023 PROXY STATEMENT | CME GROUP | 71 |
EXECUTIVE COMPENSATION |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards 2 | Estimated Future Payouts Equity Incentive Plan Awards 3 | ||||||||||||||||||||||||||||||||||||||||
Name | Award Type 1 | Grant Date | Approval Date | Threshold | Target | Maximum | Threshold Shares | Target Shares | Maximum Shares | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock Awards | ||||||||||||||||||||||||||||||
Terrence A. Duffy | Bonus | N/A | N/A | $ | 1,500,000 | $ | 4,000,000 | $ | 8,000,000 | ||||||||||||||||||||||||||||||||
PS-TSR | 12/31/22 | 9/13/22 | 15,726 | 31,451 | 62,902 | $ | 6,530,171 | ||||||||||||||||||||||||||||||||||
RS | 9/15/22 | 9/13/22 | 31,452 | 6,000,098 | |||||||||||||||||||||||||||||||||||||
John W. Pietrowicz | Bonus | N/A | N/A | 225,000 | 600,000 | 1,200,000 | |||||||||||||||||||||||||||||||||||
PS-TSR | 12/31/22 | 9/13/22 | 2,359 | 4,718 | 9,436 | 979,598 | |||||||||||||||||||||||||||||||||||
RS | 9/15/22 | 9/13/22 | 4,716 | 899,671 | |||||||||||||||||||||||||||||||||||||
Julie Holzrichter | Bonus | N/A | N/A | 196,875 | 525,000 | 1,050,000 | |||||||||||||||||||||||||||||||||||
PS-TSR | 12/31/22 | 9/13/22 | 2,064 | 4,128 | 8,256 | 857,097 | |||||||||||||||||||||||||||||||||||
RS | 9/15/22 | 9/13/22 | 4,128 | 787,499 | |||||||||||||||||||||||||||||||||||||
Sean P. Tully | Bonus | N/A | N/A | 196,875 | 525,000 | 1,050,000 | |||||||||||||||||||||||||||||||||||
PS-TSR | 12/31/22 | 9/13/22 | 2,064 | 4,128 | 8,256 | 857,097 | |||||||||||||||||||||||||||||||||||
RS | 9/15/22 | 9/13/22 | 4,128 | 787,499 | |||||||||||||||||||||||||||||||||||||
Sunil K. Cutinho | Bonus | N/A | N/A | 196,875 | 525,000 | 1,050,000 | |||||||||||||||||||||||||||||||||||
PS-TSR | 12/31/22 | 9/13/22 | 2,064 | 4,128 | 8,256 | 857,097 | |||||||||||||||||||||||||||||||||||
RS | 9/15/22 | 9/13/22 | 4,128 | 787,499 |
72 | CME GROUP | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Shares of Stock That Have Not Vested 1 | Market Value of Shares of Stock That Have Not Vested 2 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested 1 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested 2 | ||||||||||||||||||||||||||||||
Terrence A. Duffy | 12/31/2022 | — | — | 15,726 | 3 | $ | 2,644,484 | ||||||||||||||||||||||||||||
12/31/2021 | — | — | 11,908 | 4 | 2,002,449 | ||||||||||||||||||||||||||||||
12/31/2020 | — | — | 13,385 | 5 | 2,250,822 | ||||||||||||||||||||||||||||||
12/31/2019 | — | — | — | 6 | — | ||||||||||||||||||||||||||||||
John W. Pietrowicz | 12/31/2022 | — | — | 2,359 | 3 | 396,689 | |||||||||||||||||||||||||||||
9/15/2022 | 4,716 | 793,043 | — | — | |||||||||||||||||||||||||||||||
12/31/2021 | — | — | 2,183 | 4 | 367,093 | ||||||||||||||||||||||||||||||
9/15/2021 | 3,276 | 550,892 | — | — | |||||||||||||||||||||||||||||||
12/31/2020 | — | — | 2,454 | 5 | 412,665 | ||||||||||||||||||||||||||||||
9/15/2020 | 2,454 | 412,665 | — | — | |||||||||||||||||||||||||||||||
12/31/2019 | — | — | — | 6 | — | ||||||||||||||||||||||||||||||
9/16/2019 | 996 | 167,487 | — | — | |||||||||||||||||||||||||||||||
Julie Holzrichter | 12/31/2022 | — | — | 2,064 | 3 | 347,082 | |||||||||||||||||||||||||||||
9/15/2022 | 4,128 | 694,164 | — | — | |||||||||||||||||||||||||||||||
12/31/2021 | — | — | 1,985 | 4 | 333,798 | ||||||||||||||||||||||||||||||
9/15/2021 | 2,976 | 500,444 | — | — | |||||||||||||||||||||||||||||||
12/31/2020 | — | — | 2,231 | 5 | 375,165 | ||||||||||||||||||||||||||||||
9/15/2020 | 2,230 | 374,997 | — | — | |||||||||||||||||||||||||||||||
12/31/2019 | — | — | — | 6 | — | ||||||||||||||||||||||||||||||
9/16/2019 | 906 | 152,353 | — | — |
2023 PROXY STATEMENT | CME GROUP | 73 |
EXECUTIVE COMPENSATION |
Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Shares of Stock That Have Not Vested 1 | Market Value of Shares of Stock That Have Not Vested 2 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested 1 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested 2 | ||||||||||||||||||||||||||||||
Sean P. Tully | 12/31/2022 | — | — | 2,064 | 3 | 347,082 | |||||||||||||||||||||||||||||
9/15/2022 | 4,128 | 694,164 | — | — | |||||||||||||||||||||||||||||||
12/31/2021 | — | — | 1,786 | 4 | 300,334 | ||||||||||||||||||||||||||||||
9/15/2021 | 2,679 | 450,501 | — | — | |||||||||||||||||||||||||||||||
12/31/2020 | — | — | 2,008 | 5 | 337,665 | ||||||||||||||||||||||||||||||
9/15/2020 | 2,008 | 337,665 | — | — | |||||||||||||||||||||||||||||||
12/31/2019 | — | — | — | 6 | — | ||||||||||||||||||||||||||||||
9/16/2019 | 815 | 137,050 | — | — | |||||||||||||||||||||||||||||||
Sunil K. Cutinho | 12/31/2022 | — | — | 2,064 | 3 | 347,082 | |||||||||||||||||||||||||||||
9/15/2022 | 4,128 | 694,164 | — | — | |||||||||||||||||||||||||||||||
12/31/2021 | — | — | 1,886 | 4 | 317,150 | ||||||||||||||||||||||||||||||
9/15/2021 | 2,829 | 475,725 | — | — | |||||||||||||||||||||||||||||||
12/31/2020 | — | — | 2,120 | 5 | 356,499 | ||||||||||||||||||||||||||||||
9/15/2020 | 2,120 | 356,499 | — | — | |||||||||||||||||||||||||||||||
12/31/2019 | — | — | — | 6 | — | ||||||||||||||||||||||||||||||
9/16/2019 | 815 | 137,050 | — | — |
74 | CME GROUP | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
Stock Awards | ||||||||||||||
Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | ||||||||||||
Terrence A. Duffy1 | 65,736 | $ | 11,857,063 | |||||||||||
John W. Pietrowicz | 7,796 | 1,624,308 | ||||||||||||
Julie Holzrichter | 6,883 | 1,431,465 | ||||||||||||
Sean P. Tully | 6,379 | 1,329,074 | ||||||||||||
Sunil K. Cutinho | 6,280 | 1,303,974 |
Age | Employer Contribution Percentage | |||||||
Under 30 | 3 | % | ||||||
30–34 | 4 | % | ||||||
35–39 | 5 | % | ||||||
40–44 | 6 | % | ||||||
45–49 | 7 | % | ||||||
50–54 | 8 | % | ||||||
55 or greater | 9 | % |
2023 PROXY STATEMENT | CME GROUP | 75 |
EXECUTIVE COMPENSATION |
Name | Number of Years Credited Service | Present Value of Accumulated Benefit 1 | Payments During Last Fiscal Year | ||||||||||||||||||||
Terrence A. Duffy | 15 | $ | 462,201 | $ | — | ||||||||||||||||||
John W. Pietrowicz | 18 | 452,274 | — | ||||||||||||||||||||
Julie Holzrichter | 16 | 456,302 | — | ||||||||||||||||||||
Sean P. Tully | 10 | 265,655 | — | ||||||||||||||||||||
Sunil K. Cutinho | 19 | 329,128 | — |
Executive Contributions in Last Fiscal Year 1 | Registrant Contributions in Last Fiscal Year 2 | Aggregate Earnings in Last Fiscal Year 3 | Aggregate Withdrawals/Distributions | Aggregate Balance at 12/31/22 | |||||||||||||||||||||||||||||||
Terrence A. Duffy | $ | — | $ | 595,535 | $ | (371,301) | $ | — | $ | 6,591,183 | |||||||||||||||||||||||||
John W. Pietrowicz | 200,874 | 107,484 | (884,504) | — | 3,814,403 | ||||||||||||||||||||||||||||||
Julie Holzrichter | — | 82,530 | (193,299) | — | 1,012,265 |
76 | CME GROUP | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
Executive Contributions in Last Fiscal Year 1 | Registrant Contributions in Last Fiscal Year 2 | Aggregate Earnings in Last Fiscal Year 3 | Aggregate Withdrawals/Distributions | Aggregate Balance at 12/31/22 | |||||||||||||||||||||||||||||||
Sean P. Tully | — | 85,220 | (47,507) | — | 697,370 | ||||||||||||||||||||||||||||||
Sunil K. Cutinho | — | 79,503 | (79,655) | — | 1,005,860 |
2023 PROXY STATEMENT | CME GROUP | 77 |
EXECUTIVE COMPENSATION |
78 | CME GROUP | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
2023 PROXY STATEMENT | CME GROUP | 79 |
EXECUTIVE COMPENSATION |
Termination Due to: | ||||||||||||||||||||||||||
Involuntary for Cause | Voluntary | Voluntary for Good Reason | Involuntary Not for Cause | Change In Control | Death | Disability | ||||||||||||||||||||
Terrence A. Duffy | ||||||||||||||||||||||||||
Total Cash Severance 1 | $ | — | $ | — | $ | 4,000,000 | $ | 4,000,000 | $ | 4,000,000 | $ | — | $ | — | ||||||||||||
Value of Equity Subject to Accelerated Vesting 2,3 | — | 13,795,174 | 13,795,174 | 13,795,174 | 13,795,174 | 13,795,174 | 13,795,174 | |||||||||||||||||||
Continuation of Health & Welfare Benefits 4 | — | 188,311 | 188,311 | 188,311 | 188,311 | — | — | |||||||||||||||||||
Other Accrued Pay and Benefits 5 | — | — | — | — | — | 7,770,711 | 7,770,711 | |||||||||||||||||||
Total: | — | 13,983,485 | 17,983,485 | 17,983,485 | 17,983,485 | 21,565,885 | 21,565,885 | |||||||||||||||||||
John W. Pietrowicz | ||||||||||||||||||||||||||
Total Cash Severance 1 | — | — | — | 438,462 | 438,462 | — | — | |||||||||||||||||||
Value of Equity Subject to Accelerated Vesting 2,3 | — | 2,031,541 | — | 755,711 | 4,276,981 | 4,276,981 | 4,276,981 | |||||||||||||||||||
Continuation of Health & Welfare Benefits 4 | — | — | — | — | — | — | — | |||||||||||||||||||
Other Accrued Pay and Benefits 5 | — | — | — | — | — | 1,173,151 | 1,173,151 | |||||||||||||||||||
Total: | — | 2,031,541 | — | 1,194,173 | 4,715,443 | 5,450,132 | 5,450,132 | |||||||||||||||||||
Julie Holzrichter | ||||||||||||||||||||||||||
Total Cash Severance 1 | — | — | — | 323,077 | 323,077 | — | — | |||||||||||||||||||
Value of Equity Subject to Accelerated Vesting 2,3 | — | — | — | — | 3,833,880 | 3,833,880 | 3,833,880 | |||||||||||||||||||
Continuation of Health & Welfare Benefits 4 | — | — | — | 6,213 | 6,213 | — | — | |||||||||||||||||||
Other Accrued Pay and Benefits 5 | — | — | — | — | — | 1,027,921 | 1,027,921 | |||||||||||||||||||
Total: | — | — | — | 329,290 | 4,163,170 | 4,861,801 | 4,861,801 | |||||||||||||||||||
Sean P. Tully | ||||||||||||||||||||||||||
Total Cash Severance 1 | — | — | — | 222,115 | 222,115 | — | — | |||||||||||||||||||
Value of Equity Subject to Accelerated Vesting 2 | — | 1,706,992 | — | — | 3,589,375 | 3,589,375 | 3,589,375 | |||||||||||||||||||
Continuation of Health & Welfare Benefits 4 | — | — | — | 4,660 | 4,660 | — | — | |||||||||||||||||||
Other Accrued Pay and Benefits 5 | — | — | — | — | — | 1,024,149 | 1,024,149 | |||||||||||||||||||
Total: | — | 1,706,992 | — | 226,775 | 3,816,150 | 4,613,524 | 4,613,524 | |||||||||||||||||||
Sunil K. Cutinho | ||||||||||||||||||||||||||
Total Cash Severance 1 | — | — | — | 393,750 | 393,750 | — | — | |||||||||||||||||||
Value of Equity Subject to Accelerated Vesting 2 | — | — | — | 647,416 | 3,704,565 | 3,704,565 | 3,704,565 | |||||||||||||||||||
Continuation of Health & Welfare Benefits 4 | — | — | — | 24,272 | 24,272 | — | — | |||||||||||||||||||
Other Accrued Pay and Benefits 5 | — | — | — | — | — | 1,026,035 | 1,026,035 | |||||||||||||||||||
Total: | — | — | — | 1,065,438 | 4,122,587 | 4,730,600 | 4,730,600 |
80 | CME GROUP | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
2023 PROXY STATEMENT | CME GROUP | 81 |
EXECUTIVE COMPENSATION |
Year | Summary Compensation Table Total for Terrence A. Duffy1 ($) | Compensation Actually Paid to Terrence A. Duffy1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | Net Income ($ Millions) | Cash Earnings5 ($ Millions) | ||||||||||||||||||||||
TSR ($) | Peer Group TSR ($) | ||||||||||||||||||||||||||||
2022 | $ | 22,943,077 | $ | 12,471,976 | $ | 3,408,739 | $ | 1,212,892 | $ | 93.50 | $ | 119.32 | $ | 2,691 | $ | 3,100 | |||||||||||||
2021 | 22,924,737 | 26,891,265 | 3,321,407 | 4,505,841 | 121.26 | 137.19 | 2,636 | 2,583 | |||||||||||||||||||||
2020 | 16,118,467 | 12,115,067 | 3,046,801 | 1,882,475 | 93.66 | 117.54 | 2,105 | 2,572 |
2020 | 2021 | 2022 | ||||||
John W. Pietrowicz | John W. Pietrowicz | John W. Pietrowicz | ||||||
Kevin D. Kometer | Kevin D. Kometer | Julie Holzrichter | ||||||
Julie Holzrichter | Julie Holzrichter | Sean P. Tully | ||||||
Sunil K. Cutinho | Sunil K. Cutinho | Sunil K. Cutinho |
82 | CME GROUP | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
Year | Summary Compensation Table Total for Terrence A. Duffy ($) | Exclusion of Change in Pension Value for Terrence A. Duffy ($) | Exclusion of Stock Awards for Terrence A. Duffy ($) | Inclusion of Pension Service Cost for Terrence A. Duffy ($) | Inclusion of Equity Values for Terrence A. Duffy ($) | Compensation Actually Paid to Terrence A. Duffy ($) | |||||||||||||||||
2022 | 22,943,077 | (36,092) | (12,530,269) | 25,060 | 2,070,200 | 12,471,976 | |||||||||||||||||
2021 | 22,924,737 | (35,942) | (11,563,324) | 24,198 | 15,541,596 | 26,891,265 | |||||||||||||||||
2020 | 16,118,467 | (45,422) | (10,933,603) | 23,466 | 6,952,159 | 12,115,067 |
Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | |||||||||||||||||
2022 | 3,408,739 | 0 | (1,703,264) | 26,028 | (518,610) | 1,212,892 | |||||||||||||||||
2021 | 3,321,407 | (28,338) | (1,951,311) | 24,227 | 3,139,856 | 4,505,841 | |||||||||||||||||
2020 | 3,046,801 | (72,079) | (1,845,104) | 22,351 | 730,507 | 1,882,475 |
Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Terrence A. Duffy ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Terrence A. Duffy ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Terrence A. Duffy ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Terrence A. Duffy ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Terrence A. Duffy ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Terrence A. Duffy ($) | Total - Inclusion of Equity Values for Terrence A. Duffy ($) | |||||||||||||||||||
2022 | 6,530,171 | (9,033,730) | 5,461,954 | (888,195) | 0 | 0 | 2,070,200 | |||||||||||||||||||
2021 | 12,602,892 | 2,049,192 | 0 | 889,511 | 0 | 0 | 15,541,596 | |||||||||||||||||||
2020 | 6,433,902 | (2,767,707) | 4,962,787 | (1,676,822) | 0 | 0 | 6,952,159 |
2023 PROXY STATEMENT | CME GROUP | 83 |
EXECUTIVE COMPENSATION |
Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | |||||||||||||||||||
2022 | 1,630,119 | (2,021,505) | 0 | (127,224) | 0 | 0 | (518,610) | |||||||||||||||||||
2021 | 2,126,740 | 744,382 | 0 | 268,733 | 0 | 0 | 3,139,856 | |||||||||||||||||||
2020 | 1,923,248 | (835,552) | 0 | (357,189) | 0 | 0 | 730,507 |
84 | CME GROUP | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
2023 PROXY STATEMENT | CME GROUP | 85 |
EXECUTIVE COMPENSATION |
86 | CME GROUP | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
Cash Earnings | ||
Relative TSR |
2023 PROXY STATEMENT | CME GROUP | 87 |
Annual Payments | Compensation | |||||||
Annual cash stipend 1 | $ | 95,000 | ||||||
Annual retainer for service on a board committee | $ | 12,000 | ||||||
Annual retainer for non-executive directors serving as a committee chair | $ | 25,000 | ||||||
Annual equity stipend 2 | $ | 145,000 | ||||||
Annual Lead Director stipend | $ | 50,000 | ||||||
Functional Committee Meeting Fees | ||||||||
Meeting fee for the clearing house risk, interest rate swap risk and for other functional exchange committees | $ 1,000 - 1,250 |
88 | CME GROUP | 2023 PROXY STATEMENT |
DIRECTOR COMPENSATION |
Director | Fees Earned or Paid in Cash 1 | Stock Awards 2 | All Other Compensation | Total | |||||||||||||||||||||||||
Timothy S. Bitsberger | $ | 179,500 | $ | 155,566 | $ | — | $ | 335,066 | |||||||||||||||||||||
Charles P. Carey3 | 60,747 | 256,652 | 10,000 | 327,399 | |||||||||||||||||||||||||
Dennis H. Chookaszian | 119,000 | 155,566 | — | 274,566 | |||||||||||||||||||||||||
Elizabeth A. Cook | 125,000 | 155,566 | — | 280,566 | |||||||||||||||||||||||||
Michael G. Dennis | 121,000 | 155,566 | — | 276,566 | |||||||||||||||||||||||||
Bryan T. Durkin | 107,000 | 155,566 | — | 262,566 | |||||||||||||||||||||||||
Ana Dutra | 131,000 | 155,566 | — | 286,566 | |||||||||||||||||||||||||
Martin J. Gepsman | 133,750 | 155,566 | — | 289,316 | |||||||||||||||||||||||||
Larry G. Gerdes4 | 87,747 | 256,652 | — | 344,399 | |||||||||||||||||||||||||
Daniel R. Glickman 4, 5 | 133,587 | 187,191 | 6,667 | 327,445 | |||||||||||||||||||||||||
William W. Hobert | 48,164 | 256,652 | — | 304,816 | |||||||||||||||||||||||||
Daniel G. Kaye | 156,000 | 155,566 | — | 311,566 | |||||||||||||||||||||||||
Phyllis M. Lockett | 152,583 | 155,566 | — | 308,149 | |||||||||||||||||||||||||
Deborah J. Lucas | 135,500 | 155,566 | — | 291,066 | |||||||||||||||||||||||||
Patrick W. Maloney | 111,000 | 155,566 | — | 266,566 | |||||||||||||||||||||||||
Patrick J. Mulchrone | 107,000 | 155,566 | — | 262,566 | |||||||||||||||||||||||||
Terry L. Savage | 134,417 | 155,566 | — | 289,983 | |||||||||||||||||||||||||
Rahael Seifu | 119,000 | 155,566 | — | 274,566 | |||||||||||||||||||||||||
William R. Shepard | 59,164 | 256,652 | — | 315,816 | |||||||||||||||||||||||||
Howard J. Siegel | 61,164 | 256,652 | — | 317,816 | |||||||||||||||||||||||||
Dennis A. Suskind | 180,000 | 155,566 | — | 335,566 | |||||||||||||||||||||||||
Robert J. Tierney Jr. | 125,000 | 155,566 | — | 280,566 |
2023 PROXY STATEMENT | CME GROUP | 89 |
DIRECTOR COMPENSATION |
90 | CME GROUP | 2023 PROXY STATEMENT |
Class of Common Stock | |||||||||||||||||||||||||||||||||||
Name of Beneficial Owner 1 | A | B-1 | B-2 | B-3 | B-4 | ||||||||||||||||||||||||||||||
Terrence A. Duffy 2 | 95,545 | 1 | — | — | 1 | ||||||||||||||||||||||||||||||
Kathryn Benesh | — | — | — | — | — | ||||||||||||||||||||||||||||||
Timothy S. Bitsberger | 10,830 | — | — | — | — | ||||||||||||||||||||||||||||||
Charles P. Carey 3 | 9,006 | 1 | 1 | 1 | 1 | ||||||||||||||||||||||||||||||
Dennis H. Chookaszian 4 | 17,040 | — | — | — | — | ||||||||||||||||||||||||||||||
Elizabeth A. Cook 5 | 19,450 | — | — | 1 | — | ||||||||||||||||||||||||||||||
Sunil K. Cutinho | 42,636 | — | — | — | — | ||||||||||||||||||||||||||||||
Michael G. Dennis 6 | 2,098 | — | — | — | — | ||||||||||||||||||||||||||||||
Bryan T. Durkin | 67,201 | — | — | — | — | ||||||||||||||||||||||||||||||
Ana Dutra | 7,176 | — | — | — | — | ||||||||||||||||||||||||||||||
Harold Ford Jr. | — | — | — | — | — | ||||||||||||||||||||||||||||||
Martin J. Gepsman 7 | 24,208 | — | — | 1 | 1 | ||||||||||||||||||||||||||||||
Larry G. Gerdes | 38,072 | — | — | — | — | ||||||||||||||||||||||||||||||
Daniel R. Glickman 8 | 16,697 | — | — | — | — | ||||||||||||||||||||||||||||||
Julie Holzrichter | 37,990 | — | — | — | — | ||||||||||||||||||||||||||||||
William W. Hobert 9 | 123,140 | 2 | 6 | 7 | — | ||||||||||||||||||||||||||||||
Daniel G. Kaye | 2,609 | — | — | — | — | ||||||||||||||||||||||||||||||
Phyllis M. Lockett | 2,609 | — | — | — | — | ||||||||||||||||||||||||||||||
Deborah J. Lucas | 3,297 | — | — | — | — | ||||||||||||||||||||||||||||||
Patrick W. Maloney | 2,007 | — | 1 | — | — | ||||||||||||||||||||||||||||||
Patrick J. Mulchrone10 | 51,394 | 1 | 1 | 1 | 1 | ||||||||||||||||||||||||||||||
John W. Pietrowicz | 55,238 | — | — | — | — | ||||||||||||||||||||||||||||||
Terry L. Savage 11 | 19,130 | — | — | — | — | ||||||||||||||||||||||||||||||
Rahael Seifu | 2,003 | — | — | — | — | ||||||||||||||||||||||||||||||
William R. Shepard 12 | 251,588 | 5 | 5 | 2 | 1 | ||||||||||||||||||||||||||||||
Howard J. Siegel 13 | 76,206 | 1 | — | 1 | — |
2023 PROXY STATEMENT | CME GROUP | 91 |
SECURITY OWNERSHIP OF CME GROUP COMMON STOCK |
Class of Common Stock | |||||||||||||||||||||||||||||||||||
Name of Beneficial Owner 1 | A | B-1 | B-2 | B-3 | B-4 | ||||||||||||||||||||||||||||||
Dennis A. Suskind | 3,856 | — | — | — | — | ||||||||||||||||||||||||||||||
Robert J. Tierney Jr.14 | 11,609 | 1 | 2 | 1 | 1 | ||||||||||||||||||||||||||||||
Sean Tully | 22,087 | — | — | — | — |
Class of Common Stock | Total Shares | Percent of Class 2 | |||||||||||||||
Class A | 1,184,304 | 0.3 | % | ||||||||||||||
Class B-1 | 12 | 1.9 | % | ||||||||||||||
Class B-2 | 16 | 2.0 | % | ||||||||||||||
Class B-3 | 15 | 1.2 | % | ||||||||||||||
Class B-4 | 6 | 1.5 | % | ||||||||||||||
Total Classes (A & B) | 1,184,353 | 0.3 | % |
92 | CME GROUP | 2023 PROXY STATEMENT |
SECURITY OWNERSHIP OF CME GROUP COMMON STOCK |
Name | Number of Class A Shares | Percent of Vote as a Single Class 1 | |||||||||||||||
The Vanguard Group 2 | 33,139,178 | 9.2 | % | ||||||||||||||
BlackRock, Inc. 3 | 24,162,418 | 6.7 | % |
2023 PROXY STATEMENT | CME GROUP | 93 |
94 | CME GROUP | 2023 PROXY STATEMENT |
OTHER BUSINESS |
2023 PROXY STATEMENT | CME GROUP | 95 |
96 | CME GROUP | 2023 PROXY STATEMENT |
GENERAL INFORMATION ABOUT THE MEETING |
Class | Number of Shares Outstanding | ||||
Class A | 359,739,738 | ||||
Class B-1 | 625 | ||||
Class B-2 | 813 | ||||
Class B-3 | 1,287 | ||||
Class B-4 | 413 |
2023 PROXY STATEMENT | CME GROUP | 97 |
GENERAL INFORMATION ABOUT THE MEETING |
We encourage you to vote your shares prior to the meeting, even if you plan to attend the annual meeting. |
98 | CME GROUP | 2023 PROXY STATEMENT |
GENERAL INFORMATION ABOUT THE MEETING |
2023 PROXY STATEMENT | CME GROUP | 99 |
GENERAL INFORMATION ABOUT THE MEETING |
100 | CME GROUP | 2023 PROXY STATEMENT |
GENERAL INFORMATION ABOUT THE MEETING |
2023 PROXY STATEMENT | CME GROUP | 101 |
GENERAL INFORMATION ABOUT THE MEETING |
102 | CME GROUP | 2023 PROXY STATEMENT |
2023 PROXY STATEMENT | CME GROUP | 103 |
104 | CME GROUP | 2023 PROXY STATEMENT |
2023 PROXY STATEMENT | CME GROUP | 105 |
106 | CME GROUP | 2023 PROXY STATEMENT |
2023 PROXY STATEMENT | CME GROUP | 107 |
108 | CME GROUP | 2023 PROXY STATEMENT |
2023 PROXY STATEMENT | CME GROUP | 109 |
110 | CME GROUP | 2023 PROXY STATEMENT |
2023 PROXY STATEMENT | CME GROUP | 111 |
112 | CME GROUP | 2023 PROXY STATEMENT |
2023 PROXY STATEMENT | CME GROUP | 113 |