CME

DEF 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Washington, D.C. 20549

Filed by the Registrant ý

Filed by a Party other than the Registrant o

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			6
ITEM 2			Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023			FOR			40
ITEM 3			Advisory vote of the compensation of our named executive officers			FOR			43
ITEM 4			Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers			1 YEAR			44
						Nominating and Governance Committee Recommendation			Page
ITEM 5			Election of Class B-1 directors			FOR all of the Class B-1 nominees			46
			Election of Class B-2 directors			FOR all of the Class B-2 nominees			48
			Election of Class B-3 director			FOR the one Class B-3 nominee			50

						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

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

n Member    l Chair

Election of Equity Directors
ITEM 1 – Election of Equity Directors						6
Director Nominations and Qualifications						6
Required Vote						7
Board Diversity						7
Director Attributes						9
Equity Directors up for Election						11
Governance
Governance Highlights						24
Corporate Governance and Compliance Materials						25
Director Attendance						25
Director Independence						25
Public Directors						26
Board Leadership Structure						26
Board and Committee Oversight of Risk Management						28
Management Succession Planning						32
Background on CME Group's Class B Directors						32
Executive Sessions						33
Annual Assessment of Board, Committee and Individual Director Performance						33
Director Orientation and Continuing Education						33
Reporting Concerns to the Audit Committee						34
Contacting the Board of Directors						34
Shareholder Engagement						34
Environmental Social Governance						34
Board Committees						36

Audit
ITEM 2 – Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2023						40
The Audit Committee has Pre-Approval Processes for Non-Audit Services						41
Principal Accountant Fees and Services						41
Audit Committee Financial Experts						41
Required Vote						41
Audit Committee Report						42
Advisory Vote on the Compensation of our Named Executive Officers
ITEM 3 – Advisory Vote on the Compensation of our Named Executive Officers						43
Factors to Consider						43
Required Vote						43
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						44
Factors to Consider						44
Required Vote						44
Election of Class B Directors
ITEM 5 – Election of Class B-1, Class B-2 and Class B-3 Directors						45
Class B-1 Director Nominees						46
Class B-2 Director Nominees						48
Class B-3 Director Nominees						50
Compensation
Compensation Committee Matters						51
Compensation Discussion and Analysis						53
Compensation Committee Report						69
Executive Compensation						70
Chief Executive Officer Pay Ratio						81
Pay Versus Performance Disclosure						82
Director Compensation						88

Other Business
Ownership of CME Group Common Stock						91
Other Business						94
General Information about the Annual Meeting						96
Appendices
Appendix A – Categorical Independence Standards						103

The board of directors of CME Group Inc. is providing this proxy statement in connection with the annual meeting of shareholders to be held on Thursday, May 4, 2023, at 10:00 a.m. Central Time. The terms the "company," "we," "us" and "our" refer to CME Group and its subsidiaries. Shares of our Class A common stock are listed on the Nasdaq Global Select Market (Nasdaq) under the trading symbol "CME." Our principal offices are located at 20 South Wacker Drive, Chicago, Illinois 60606. Our phone number is 312.930.1000.

Further information about CME Group can be found at https://www.cmegroup.com. Information made available on our website does not constitute a part of this proxy statement. Additional information regarding the availability of materials referenced in this proxy statement is available on page 102.

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.

References to terms of our board of directors in their biographies include service on the board of CME Group (CME Holdings) from its formation in 2001 and service on the board of its wholly-owned subsidiary, Chicago Mercantile Exchange Inc. (CME). CME Group became a public company in 2002. The boards of our other exchange subsidiaries, Board of Trade of the City of Chicago, Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX) and Commodity Exchange, Inc. (COMEX), also are composed of the same members as the CME Group board of directors. Ages are as of March 6, 2023. Information on public directorships is for the past five years.

•Integrity, objectivity, sound judgment and leadership;

•The relevant expertise and experience required to offer advice and guidance to the Chairman and Chief Executive Officer and other members of senior management;

•The ability to make independent analytical inquiries;

•The ability to collaborate effectively and contribute productively to the board’s discussions and deliberations;

•A commitment to enhancing long-term shareholder value;

•An understanding of the company’s business, strategy and challenges;

•The willingness and ability to devote adequate time and effort to board responsibilities and to serve on committees at the request of the board;

•Is not a Disqualified Person (as defined in our corporate governance principles); and

•Whether the individual meets the composition requirements of the Commodity Futures Trading Commission (CFTC) and the applicable listing standards.

Our certificate of incorporation requires that director candidates for election by a class of Class B common stock own, or be recognized under our rules as the owner of, at least one share of that class. Nominees for Class B director are recommended by our nominating and governance committee. Class B shareholders may request to appear for an interview with the nominating and governance committee for consideration by the committee. As described under Item 5, the nominating and governance committee has approved all of the current Class B directors as the nominees for the 2023 slate of Class B directors.

RACIAL OR ETHNIC DIVERSITY

GENDER DIVERSITY

EQUITY DIRECTOR GENDER DIVERSITY

AGE DIVERSITY

TENURE DIVERSITY

n Non-Diverse n Diverse

n Male n Female

n Male n Female

n <60 Yrs. n 60-70 Yrs. n 71-80 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			—

For more information concerning our current directors’ qualifications, see their individual biographies and Director attribute matrix on page 10.

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.

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

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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

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l

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l

l

l

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l

Ethics and Integrity

l

l

l

l

l

l

l

l

l

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l

Fresh Perspective

l

l

l

l

Racial or Ethnic Diversity

l

l

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Gender Diversity

l

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Independent

l

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l

CFTC Public Director

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.

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

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

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.

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

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

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

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

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

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

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

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

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.

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

•Corporate Governance Principles

•Board of Directors Conflict of Interest Policy

•Board of Directors Code of Ethics

•CME Group Charter

•CME Group Bylaws

•Employee Code of Conduct

•Charters for board committees and our clearing house risk committees

•Confidentiality and Data Protection Policy

•Guide to Conducting Business for Third Parties of CME Group

•Modern Slavery Act Transparency Statement

The experience and diversity of our directors has been, and continues to be, critical to our success. Our corporate governance principles require that the board be composed of at least a majority of independent directors. Additionally, in accordance with applicable listing standards, the members of our audit, compensation, and nominating and governance committees must be independent. For a director to be considered independent, the board must affirmatively determine that the director has no direct or indirect material relationship with CME Group. The board has adopted categorical independence standards, which are attached to this proxy statement as Appendix A, to assist it in making its determinations regarding independence. These standards conform to and exceed the independence criteria specified in the listing standards of Nasdaq. They specify the criteria by which the independence of our directors will be determined, including relationships and transactions between each director, director nominee, any member of his or her immediate family, his or her affiliates, charitable organizations with which he or she is affiliated, and us.

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

•The respective responsibilities for the role of the Chairman and Chief Executive Officer and role of the independent Lead Director

•The particular individuals currently serving in the roles of Chairman and Chief Executive Officer and the independent Lead Director

•The current composition and skills of the board members

•The policies and practices in place to provide independent board oversight of management

•The board’s oversight of the performance and compensation of Mr. Duffy in his management role

•Other governance practices, including quarterly executive sessions of the independent directors, annual self-assessments of the board’s and board committees’ performance and one-on-one private meetings between the independent Lead Director and the other non-executive directors

•The circumstances of the company, including its financial performance and the skills and experience necessary to deliver on its strategic initiatives

•The views of our shareholders

•Such other factors as the board determines

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

Our Enterprise Risk Management (ERM) Program is designed to assure appropriate visibility and reporting of the full range of our key enterprise risks aggregated on a quarterly basis. We organize the enterprise risks our business faces in six key risk categories: clearing house, compliance, financial, operational, reputational and strategic & commercial. Our ERM Program promotes and facilitates the evolution and alignment of consistent and transparent risk management practices at CME Group. Risks vary in many ways, and the ERM Program is designed to assist CME Group in anticipating and understanding the risks, the types of adverse impacts that could occur if an undesired event happens, the likelihood that such an event would occur and its corresponding potential adverse impact, and to enhance the ability of CME Group to control the risks and the potential adverse impacts.

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

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

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

Our Global Information Security (GIS) Program is designed and operated to mitigate information security risks and threats to the company and operates to safeguard the confidentiality, integrity and availability of our information and services. The program is designed to strengthen the integrity of the global markets we support, protect CME Group’s information assets, maintain client and employee trust, support our pursuit of strategic objectives, contribute to shareholder value and preserve our reputation and brand.

•We deploy a defense-in-depth strategy, acknowledging the importance of people, process and technology in upholding information security. The strategy incorporates multiple layers of controls, including, for example, monitoring, vulnerability management, identity and access management, multi-factor authentication and security assessments.

•It is based on the National Institute of Standards and Technology Cybersecurity Framework and other technical standards and frameworks.

•We have a robust cyber defense response plan that provides a documented framework for handling security incidents and facilitates coordination across multiple parts of the company.

•We invest in threat intelligence and operate a state-of-the-art cyber defense center which acts as our hub of information sharing and threat intelligence analysis.

•We routinely perform cyber attack simulation exercises, including participation from various levels of management.

•We incorporate external expertise and reviews.

•We provide annual cybersecurity awareness and ongoing phishing training.

•We conduct due diligence reviews of our third-parties for potential cybersecurity risks to the organization.

•We have insurance against certain cybersecurity and privacy risks and attacks.

•We are an active participant in financial services industry and government forums and information sharing to improve both internal and sector cybersecurity defense. These valuable external partnerships are established and maintained in order to gain more timely, comprehensive and actionable threat information across geographies and industries and to facilitate the exchange of best practices and security techniques. They allow for a high degree of collaboration and cooperation with local, state, federal, and international law enforcement and intelligence agencies, industry groups, and other private sector chief information security officers.

•Unlike many dual-class capital structures, the company’s Class B shares are not held by a small group of founders or owners. As of the record date, there were 438 holders of record of our Class B-1 shares, 564 holders of record of our Class B-2 shares and 944 holders of record of our Class B-3 shares. This fragmented ownership complicates the company’s ability to put forth a successful proposal in connection with a vote of the Class B shareholders and increases the resources required to solicit approval.

•The directors elected by the Class B shareholders owe the same fiduciary duties as the directors elected collectively by both the Class A and the Class B shareholders.

•If approval from the Class B shareholders is sought, the company seeks to balance the value of the consideration that may be necessary to put forth a successful proposal in connection with a vote of the Class B shareholders on the one hand, and the costs savings associated with a smaller board and the other benefits to the company as a whole, including the interests of the Class A shareholders, on the other hand. In 2018, total consideration of approximately $10 million was offered to be allocated among the holders of Class B-1, Class B-2 and Class B-3 common stock based on the existing 3:2:1 ratio among these three classes of Class B common stock. The board believed the total consideration to be paid to the Class B shareholders in connection with such vote was reasonable considering the benefits to the company and was in the best interests of the company and its shareholders. Because of the unique nature of the Class B shareholder election rights, their potential value is not readily ascertainable by reference to market data. If approval from the Class B shareholders is sought, the amount of consideration that may be necessary to put forth a successful proposal may not be considered reasonable consideration as it relates to the interests of the company as a whole, including the interests of the Class A shareholders.

In response to the failure to receive approval in 2022 of the non-binding proposal regarding the compensation of our named executive officers, the company conducted an engagement campaign as discussed beginning on page 54.

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

To better integrate our longstanding philanthropic, sustainability and corporate responsibility efforts into a more cohesive and actionable strategic framework, we have committed to reporting on our ongoing ESG initiatives. We published our first ESG Report in 2020 and continue to release updated reports on an annual basis. In connection with our 2021 ESG Report, we began reporting under the Sustainability Accounting Standards Board (SASB) framework, published our EEO-1 data and enhanced our disclosure on our lobbying activities. We also expanded the disclosure of our greenhouse gas (GHG) emissions for 2020 and 2021 covering all material scope 1, 2 and 3 categories and will continue to report on our emissions in our 2022 ESG Report. The SEC has published proposed rules to enhance and standardize climate-related disclosures. Final rules have not yet been adopted and become effective. It is currently uncertain to what extent the final rules will match the proposed rules or if other requirements will be added. We believe focusing on the SEC’s disclosure framework once the rules are finalized is in the interests of the company and our shareholders. Once published, the final rules will be considered in connection with the climate-related disclosures in our next ESG Report.

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

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

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

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