DEF 14A of Cme Group Inc., Mar 18, 2024

DEF 14A of Cme Group Inc.

Filed Mar 18, 2024 · FY20230001156375-24-000018

Open on EDGAR

  1. Terrence A. Duffy

    | Chief Executive Officer Pay Ratio | 91 | | Pay Versus Performance Disclosure | 92 | | Director Compensation | 97 | | Other Business | | | Ownership of CME Group Common Stock | 100 | | Other Business | 103 | | General Information about the Annual Meeting | 105 | | Appendices | | | Appendix A – Reconciliation of GAAP and Non-GAAP Information | 112 | | Appendix B – Categorical Independence Standards | 115 |

  2. Equity directors up for election at the 2024 annual meeting

    | | Terrence A. Duffy | | | | | AGE: 65 | 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. 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 cybersecurity 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. | | |

  3. Equity directors up for election at the 2024 annual meeting

    | | Kathryn Benesh | | | | | AGE: 64 | DIRECTOR SINCE: 2023 | COMMITTEES: AC, MROC | | | 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 the Marygrove Conservancy. 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 | | | |

  4. Equity directors up for election at the 2024 annual meeting

    | | Timothy S. Bitsberger | | | | | AGE: 64 | DIRECTOR SINCE: 2008 | COMMITTEES: CC, EC, FC, 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 worked 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 | | | |

  5. Equity directors up for election at the 2024 annual meeting

    | | Charles P. Carey | | | | | AGE: 70 | DIRECTOR SINCE: 2007 | COMMITTEES: CC, EC, FC, NGC | | | 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 was an owner of HC Technologies LLC until it was acquired in 2023. 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 | | | |

  6. Equity directors up for election at the 2024 annual meeting

    | | Bryan T. Durkin | | | | | AGE: 63 | DIRECTOR SINCE: 2020 | COMMITTEES: CHOC, RC | | | 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. | | |

  7. Equity directors up for election at the 2024 annual meeting

    | | Harold Ford Jr. | | | | | AGE: 53 | DIRECTOR SINCE: 2023 | COMMITTEES: FC | | | 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 global financial services 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 | | | |

  8. Equity directors up for election at the 2024 annual meeting

    | | Martin J. Gepsman | | | | | AGE: 71 | 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 subsidiaries. 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 | | | |

  9. Equity directors up for election at the 2024 annual meeting

    | | Larry G. Gerdes | | | | | AGE: 75 | DIRECTOR SINCE: 2007 | COMMITTEES: AC, EC, FC, NGC | | | Mr. Gerdes served as our Lead Director from May 2022 to May 2023 and previously served as our Lead Director from August 2017 to August 2020. Mr. Gerdes has served as the Executive Chairman of the board of Pursuant Healthcare (f/k/a SoloHealth), a private healthcare company in Atlanta since November 2013. He served as CEO of Pursuant Health from November 2013 to December 2023, 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. 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 | | | |

  10. Equity directors up for election at the 2024 annual meeting

    | | Daniel R. Glickman | | | | | AGE: 79 | 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 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 | | | |

  11. Equity directors up for election at the 2024 annual meeting

    | | Daniel G. Kaye | | | | | AGE: 69 | 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, nomination and governance committee (Chair) 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, executive, 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) | | | |

  12. Equity directors up for election at the 2024 annual meeting

    | | Phyllis M. Lockett | | | | | AGE: 58 | DIRECTOR SINCE: 2019 | COMMITTEES: EC, NGC, RC | | | Ms. Lockett is the Founder of LEAP Innovations. She has served as its Strategic Advisor since February 2024 and previously served as its CEO since its formation in 2014. 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 | | | |

  13. Equity directors up for election at the 2024 annual meeting

    | | Deborah J. Lucas | | | | | AGE: 65 | DIRECTOR SINCE: 2018 | COMMITTEES: AC, CHOC, 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. 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 | | | |

  14. Equity directors up for election at the 2024 annual meeting

    | | Terry L. Savage | | | | | AGE: 79 | DIRECTOR SINCE: 2003 | COMMITTEES: AC, CC | | | 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, Walmart 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 | | | |

  15. Equity directors up for election at the 2024 annual meeting

    | | Rahael Seifu | | | | | AGE: 42 | DIRECTOR SINCE: 2020 | COMMITTEES: CC, 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. She has been an attorney at Google since April 2014 and served as the first acting Chief of Staff for the Legal Department and lead counsel to Google's Chief Information Officer and their organization. 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. Ms. Seifu's responsibilities at Google have included counsel 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 has also advised a number of 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 | | | |

  16. Equity directors up for election at the 2024 annual meeting

    | Photo Not Available | William R. Shepard | | | | | AGE: 77 | DIRECTOR SINCE: 1997 | COMMITTEES: CHOC, RC | | | 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 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 its formation in 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 | | | |

  17. Equity directors up for election at the 2024 annual meeting

    | | Howard J. Siegel | | | | | AGE: 67 | 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 | | | |

  18. Equity directors up for election at the 2024 annual meeting

    | | Dennis A. Suskind | | | | | AGE: 81 | DIRECTOR SINCE: 2008 | COMMITTEES: AC, EC, MROC, NGC, RC | | | Mr. Suskind has served as our Lead Director since May 2023. 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 acquisition 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. | | | |

  19. Board leadership structure

    Board leadership structure Our board leadership structure is designed to support the board's performance of its oversight functions and to appropriately allocate authority and responsibility between the CME Group board and management. The board believes it is appropriate to maintain the discretion to determine its leadership structure based on the particular composition of the board and its skills, the individuals serving in leadership positions and the current and anticipated needs and opportunities of the company. Our governance documents provide the board with this flexibility to select the board leadership structure best suited to the needs and circumstances of the company and the board at any given time.

  20. Board leadership structure

    | | Chairman and Chief Executive Officer Terrence A. Duffy The board believes that a combined Chairman and Chief Executive Officer is the most effective leadership structure at this time to enable the company to communicate its business and strategy to our shareholders, customers, employees, regulators and the public. Mr. Duffy previously served as our Executive Chairman from 2006 to 2016, and has served in the combined Chairman and Chief Executive Officer role since 2016. He has been a member of our board since 1998. Mr. Duffy brings to his current role strategic leadership and knowledge of our business and industry. His career includes steering CME to demutualize and become a publicly-traded corporation, leading multiple mergers and acquisitions and expressing the company’s knowledge and views before numerous Congressional committees with respect to issues of importance to Congress, the company and industry over many years. | | Combined Chairman and CEO Role Since 2016 | |

  21. Board leadership structure

    | | Independent Lead Director Dennis A. Suskind Our independent Lead Director is appointed on an annual basis and may serve for multiple years. In May 2023, Mr. Suskind was appointed as our independent Lead Director. Mr. Suskind has served on our board since our acquisition of NYMEX in 2008. During his tenure as a board member, Mr. Suskind has established strong and effective relationships with his fellow board members and is viewed as a knowledgeable leader and trusted colleague. The board also believes his long tenure enables him to provide valuable perspective on our business. | | Independent Lead Director Since 2023 | |

  22. Board leadership structure

    Our board recognizes the importance of strong, independent board leadership and has appointed an independent Lead Director with prescribed responsibilities designed to facilitate independent oversight of management and promote open dialogue among the board, including dialogue of the independent directors during quarterly executive sessions without the presence of Mr. Duffy and other non-independent directors. The board believes its current leadership structure allows it to effectively operate and create long-term value. Its current leadership structure also is designed to balance effective leadership of management with appropriate safeguards, oversight and challenge by board members (independent and non-independent). In determining that its leadership structure continues to be appropriate, the board considers: •The respective responsibilities for, and the particular individuals currently serving in, the role of the Chairman and Chief Executive Officer and role of the independent Lead Director

  23. Board leadership structure

    | 2024 PROXY STATEMENT | CME GROUP | 35 |

  24. Board leadership structure

    | CORPORATE GOVERNANCE | TABLE OF CONTENTS |

  25. Board leadership structure

    •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

  26. Board leadership structure

    | 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 |

  27. Board leadership structure

    All board members have direct access to the Chairman and Chief Executive Officer and to the independent Lead Director. Board members may request the inclusion of additional board meeting agenda items that they deem necessary or appropriate in fulfilling their duties. Additionally, all board members are provided the opportunity to provide feedback on the effectiveness of the board both in annual written evaluations as supplemented by private meetings with the Lead Director. Our independent Lead Director is appointed on an annual basis and may serve for multiple years. In May 2023, Mr. Suskind was appointed as our independent Lead Director. Mr. Suskind has served on our board since our acquisition of NYMEX in 2008. During his tenure as a board member, Mr. Suskind has established strong and effective relationships with his fellow board members and is viewed as a knowledgeable leader and trusted colleague. The board also believes his long tenure enables him to provide valuable perspective on our business.

  28. Board of Directors

    Board of Directors Provides Oversight •Our executive committee (i) oversees the overall strategy with respect to ESG matters, (ii) oversees our ESG reporting and (iii) receives updates from our ESG Working Group on significant ESG activities and initiatives. •Our board approves the annual strategic goals for our Management Team, which include certain ESG-related initiatives, including those relating to our Diversity & Inclusion Program and our launch of ESG and environmental products and services in support of the management of risks associated with renewable energies, environmental change and sustainable investments. •Our board and risk committee oversee our ERM Program where we organize our enterprise risks in six key risk categories: clearing house, compliance, financial, operational, reputational and strategic & commercial. We track impacts from climate and sustainability risk within the foregoing risk categories as applicable based on the potential impact to our operations and strategy. See page 36 for more detail on the oversight of our ERM Program. •Certain committees of our board oversee specific elements of our ESG program. The risk committee, for example, oversees our compliance, privacy, information security and operational resilience programs.

  29. Board of Directors

    | 2024 PROXY STATEMENT | CME GROUP | 45 |

  30. Board of Directors

    | CORPORATE GOVERNANCE | TABLE OF CONTENTS |

  31. Board of Directors

    •While ESG goals are not part of our formal short-term and long-term incentive programs, individual performance against our annual strategic goals is taken into consideration when awarding annual bonuses and equity awards to our Management Team.

  32. Class B-1 director nominees (Class B-1 shares only)

    Class B-1 director nominees (Class B-1 shares only)

  33. Class B-1 director nominees (Class B-1 shares only)

    | | William W. Hobert (WH) | | | | | AGE: 60 | 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 a 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 | | | |

  34. Class B-1 director nominees (Class B-1 shares only)

    | | Patrick J. Mulchrone (PJM) | | | | | AGE: 66 | DIRECTOR SINCE: 2020 | COMMITTEES: CHOC, 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 a Co-Vice Chair of our political action committee, Mr. Mulchrone has regular interaction with government officials. | | | | Independent | | | |

  35. Class B-1 director nominees (Class B-1 shares only)

    | 58 | CME GROUP | 2024 PROXY STATEMENT |

  36. Class B-1 director nominees (Class B-1 shares only)

    | TABLE OF CONTENTS | ITEM FOUR |

  37. Class B-1 director nominees (Class B-1 shares only)

    | | Robert J. Tierney Jr. (RJT) | | | | | AGE: 48 | DIRECTOR SINCE: 2019 | COMMITTEES: CHOC, NGC | | | Mr. Tierney has been a member of CBOT since 1999, CME since 2012 and NYMEX/COMEX since 2020. Currently Mr. Tierney is a managing partner and owner of Kore Trading LLC, a registered member firm holding multiple memberships on all CME group exchanges. Kore Trading actively trades most CME asset classes as well as U.S. Treasuries on BrokerTec. Mr. Tierney's firm mentors, trains and fosters college graduates in various CME group spread products. In addition, Kore Trading has developed and created proprietary software to foster growth. Mr. Tierney serves on our business conduct committee and as a director of our political action committee. Through ownership and management of Kore Trading, Mr. Tierney brings his electronic trading background, knowledge of technology and management experience. His broad and extensive trading career brings valuable insight into the end user experience of our products and systems, including from the firm's seasoned traders as well as those new to the industry. In his role at Kore Trading, Mr. Tierney has also gained significant skills from his participation in the firm's innovation and development of emerging technologies. | | | | Independent | | | |

  38. Class B-1 director nominees (Class B-1 shares only)

    | 2024 PROXY STATEMENT | CME GROUP | 59 |

  39. Class B-1 director nominees (Class B-1 shares only)

    | ITEM FOUR | TABLE OF CONTENTS |

  40. Class B-2 director nominees (Class B-2 shares only)

    Class B-2 director nominees (Class B-2 shares only)

  41. Class B-2 director nominees (Class B-2 shares only)

    | | Michael G. Dennis (MKI) | | | | | AGE: 43 | DIRECTOR SINCE: 2020 | COMMITTEES: CHOC, FC | | | 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. | | |

  42. Class B-2 director nominees (Class B-2 shares only)

    | | Patrick W. Maloney (PAT) | | | | | AGE: 62 | 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 (now SOFR) 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 | | | |

  43. Class B-2 director nominees (Class B-2 shares only)

    | 60 | CME GROUP | 2024 PROXY STATEMENT |

  44. Class B-2 director nominees (Class B-2 shares only)

    | TABLE OF CONTENTS | ITEM FOUR |

  45. Class B-3 director nominee (Class B-3 shares only)

    Class B-3 director nominee (Class B-3 shares only)

  46. Class B-3 director nominee (Class B-3 shares only)

    | | Elizabeth A. Cook (LZY) | | | | | AGE: 63 | 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 serves as President of Women in Listed Derivatives Gives Back and on the board of trustees of 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 United Greater Chicago 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 (now SOFR) 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 | | | |

  47. Class B-3 director nominee (Class B-3 shares only)

    | 2024 PROXY STATEMENT | CME GROUP | 61 |

  48. Class B-3 director nominee (Class B-3 shares only)

    Compensation Committee Matters

  49. Class B-3 director nominee (Class B-3 shares only)

    | 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. |

  50. KEY ELEMENTS OF THE PROGRAM ARE DESIGNED TO ENSURE PAY FOR PERFORMANCE

    KEY ELEMENTS OF THE PROGRAM ARE DESIGNED TO ENSURE PAY FOR PERFORMANCE Our overall goals and philosophy are complemented by several specific elements that are designed to align the compensation for our senior management group with our performance and position the company for creating long-term shareholder value including: •Our annual bonus is tied to our generation of cash earnings. To the extent we fail to achieve cash earnings at the threshold level, representing 25% below the target, no annual cash bonuses would be paid to our senior management group. The annual bonus opportunities for our named executive officers are set forth on page 72. We believe the cash earnings metric is a key component to measuring our growth and contributes directly to deriving value for our shareholders as it is the metric used for determining our regular quarterly dividend payments. •The aggregate amount of our annual bonus pool is subject to an overall cap when we achieve cash earnings at the maximum level, representing 20% above the established target. We believe this cap provides transparency to our investors as to our compensation exposure and the expected expense is accrued on a quarterly basis based on actual cash earnings performance. •In addition to verifying the annual achievement of cash earnings for purposes of our annual bonus program, our compensation committee also considers other measures of our performance, such as our net income, TSR, earnings per share and non-financial aspects of our performance including progress against our annual and strategic goals, as appropriate. •Our annual long-term incentive awards for our senior management group are comprised of 50% time-vested restricted shares and 50% performance shares. The performance shares have a three-year performance period with TSR relative to the S&P 500 and absolute net income margin as the performance metrics. These performance metrics, when combined with the cash earnings performance metric in our annual bonus plan, focus our senior management group on financial and operational measures of success and shareholder results. The annual equity award opportunities for our named executive officers are set forth on page 73. •Our senior management group is subject to stock ownership guidelines as discussed on page 77. •To ensure alignment with our shareholders, we have a policy that prohibits all employees and board members from engaging in any hedging or other derivative transactions with respect to CME Group stock as well as a policy which restricts pledging of our Class A common stock by our board members and executive officers.

  51. OUR PROGRAM IS DESIGNED TO BE CONSISTENT WITH BEST PRACTICES

    OUR PROGRAM IS DESIGNED TO BE CONSISTENT WITH BEST PRACTICES The compensation committee designs our compensation program to motivate our senior management group to lead our entire company toward achieving short- and long-term financial and strategic goals, in addition to increasing shareholder value, all without encouraging excessive risk taking. The committee continually evaluates what it considers to be best practices in executive compensation, and modifies our program to support our strategies and provide an appropriate balance of risk and reward. The following highlights our current compensation practices that we believe drive performance and focus our senior management group on the creation of long-term value: •We tie pay to performance. In 2023, at least 50% of the target total compensation opportunity for our named executive officers was tied to specific cash earnings, net income margin or relative TSR performance goals. •We set objective targets tied to company performance for our annual cash bonus that must be met at the threshold level in order to fund the annual bonus pool. •We mitigate undue risk, including utilizing caps on potential payouts and clawback provisions.

  52. OUR PROGRAM IS DESIGNED TO BE CONSISTENT WITH BEST PRACTICES

    •We have reasonable post-employment and change of control provisions. •We use employment contracts on a limited basis. Contracts do not include excessive severance payments or "golden parachute" tax gross ups. •We have adopted stock ownership guidelines and restrictions on hedging and pledging transactions to ensure our executives' interests are linked to those of our shareholders. •We provide only modest perquisites. •Our compensation committee reviews the reasonableness of our compensation by reviewing "tally" sheets and wealth accumulation reports. •Our compensation committee consults with its independent compensation consultant when considering significant changes to our program.

  53. Use of competitive data and comparison practices

    Use of competitive data and comparison practices

  54. BENCHMARKING PRACTICES

    BENCHMARKING PRACTICES We are a complex organization that seeks to attract talent from a broad group of companies primarily located in the financial services industry and within the technology sector. Because no individual company or single group of companies is exactly comparable to CME Group, when reviewing competitive data, we consider a broad set of data from a number of sources. We believe that reviewing a combination of published survey compensation data in addition to publicly available compensation data (e.g. proxy statements) provides a valid reference point for the range of pay among companies with whom we compete for executive talent. We broadly target compensation opportunities at the median (50th percentile) of the market, in total and for each component of pay for target performance levels. However, we believe that benchmarking does not provide a complete basis for establishing compensation. Therefore, we do not use the market statistics rigidly, nor do we apply any specific formula to the data. We also review the range of values around the median, including the 25th and 75th percentiles. We use the competitive compensation data for several purposes as it relates to the named executive officers and other employees. We use it to assess the competitiveness of total compensation for individual members of senior management and other employees on an annual basis, and we use it to develop and evaluate total compensation programs and guidelines for senior management and other employees on a more ad hoc basis. When making decisions about senior management pay we analyze compensation relative to the market median levels, and may make adjustments for market conditions and special considerations as appropriate in the context of our pay for performance philosophy. The compensation committee, within its discretion, may make alterations based on its evaluation of the benchmarking data, as it deems appropriate, to ensure that our senior management compensation is performance-based and competitive in nature.

  55. CME GROUP COMPENSATION PEER GROUP

    CME GROUP COMPENSATION PEER GROUP The following peer group was used for benchmarking our program for senior management and members of our board in 2023.

  56. CME GROUP COMPENSATION PEER GROUP

    | 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. | |

  57. CME GROUP COMPENSATION PEER GROUP

    In selecting the peer group for executive compensation purposes, we targeted the following industries: exchanges, financial services, technology, transaction services and other technology-driven financial companies. We selected companies within these sectors of similar size as measured by revenue and market capitalization. The companies within the peer group generally range between 0.5 and 2.5 times CME Group in terms of revenues or market capitalization. At the time of the committee's annual review of

  58. CME GROUP COMPENSATION PEER GROUP

    | 2024 PROXY STATEMENT | CME GROUP | 67 |

  59. CME GROUP COMPENSATION PEER GROUP

    | COMPENSATION DISCUSSION & ANALYSIS | TABLE OF CONTENTS |

  60. CME GROUP COMPENSATION PEER GROUP

    key financial and performance measures of our peer group companies in 2023, CME Group was positioned at the 24th percentile of the peer group on revenue and at the 80th percentile on market capitalization.

  61. COMPARISON OF CHIEF EXECUTIVE OFFICER PAY TO OTHER NAMED EXECUTIVE OFFICERS

    COMPARISON OF CHIEF EXECUTIVE OFFICER PAY TO OTHER NAMED EXECUTIVE OFFICERS The differences between the allocation of compensation of the individual serving in the role of Chief Executive Officer and the other named executive officers are primarily the result of the differences in the role and responsibilities of the individual within the organization, the level of competitive demand for the individual's talent in the industry and the results of our benchmarking studies for similarly situated positions in the marketplace. We have not adopted a policy whereby the compensation of the individual serving in the role of Chief Executive Officer or any other named executive officer must be a certain multiple higher or lower than any of the other named executive officers. In determining pay for the Chief Executive Officer and other named executive officers, we consider an individual's skills and experience, individual performance and level of impact on the company's performance. As previously discussed, we broadly target total compensation levels at the median (50th percentile) of our peer group.

  62. ROLE OF INDIVIDUAL PERFORMANCE IN THE PROGRAM

    ROLE OF INDIVIDUAL PERFORMANCE IN THE PROGRAM While consideration of compensation data to ensure that our pay is competitive is a critical component of compensation decisions, individual performance is factored into setting compensation in the following ways: •Base salary adjustments are based on an assessment of the individual's performance in the preceding year, changes in his or her responsibilities as well as a comparison with market data for comparable positions in our peer group and within the industry. •Our incentive targets for annual bonus and equity opportunities are based on the individual's role and responsibilities in the organization in achieving our annual goals as well as the competitive market data for similarly situated positions in the marketplace. •Individual performance and the achievement of specific performance goals, which may include the individual's role in the achievement of specific performance outcomes, is taken into consideration by the compensation committee in determining whether to use its discretion in approving annual bonuses and equity awards at, above or below the target level.

  63. Principal elements of our compensation program

    | 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 79 under "Salary" and described on page 70. | | 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 81 under "Estimated Future Payouts Under Non-Equity Incentive Plan Awards" and described on page 72. | | 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 85 and described on page 72. |

  64. Principal elements of our compensation program

    We do not maintain formal targets for the allocation of total compensation through each of the foregoing elements. We believe that members of our senior management who have more direct responsibility for the performance of CME Group should have a greater percentage of their compensation tied to the performance of CME Group. In accordance with this philosophy: •Base salary should represent a lower percentage of overall compensation as employees gain more responsibility with more direct influence over our performance. •Employees in positions that most directly influence performance should have a larger percentage of their compensation tied to CME Group’s performance through equity awards with a portion of the equity awards tied to corporate performance goals. •Actual awards of incentive compensation should be closely aligned with the performance of CME Group. The following are the approximate average percentages the elements represent out of the total compensation for our named executive officers as a group for 2023 as set forth in the Summary Compensation Table:

  65. Principal elements of our compensation program

    | Base Salary | Annual Cash Bonus 1 | Annual Equity 2 | Other Compensation 3 | | 11% | 31% | 54% | 4% |

  66. Annual bonus

    Annual bonus Our annual bonus program is designed to provide incentives to the named executive officers and other members of senior management to drive annual performance based on our strategic goals as approved by the board. In support of our pay-for-performance philosophy, the annual bonus plan is only funded when we achieve cash earnings at or above the threshold level. We use cash earnings as our funding metric because we believe it provides a transparent view of CME Group's operational and financial performance during the year. Cash earnings provides alignment with shareholders as it is also the metric used in our dividend policy, which provides that our dividend target for our regular quarterly dividends is set at approximately 50% to 60% of the prior year's cash earnings. The cash earnings target is established to motivate our named executive officers toward operational excellence and superior financial performance and is designed to be challenging to meet, while remaining achievable with concentrated effort and focus. The cash earnings target goal is derived from the annual financial plan. The financial plan for each year is developed based on the results of a strategic planning process, taking into account our annual goals and considering events and impacts that are beyond our control (e.g. market conditions, legislative and regulatory activity, changes in governmental monetary policies, etc.) as well as initiatives where management has a direct impact on performance, including expense management. The financial plan is first presented to the finance committee, where it is actively discussed and challenged as appropriate, and then once it is determined to be both challenging to meet but achievable with focused effort, presented to the board for approval. The compensation committee takes the financial plan and calculates the cash earnings target and approves the target goal for purposes of the annual bonus program. While we expect to set a challenging cash earnings goal each year that drives the growth of our business, the compensation committee does not have a policy whereby it requires the current year's cash earnings target to be above the prior year's actual cash earnings performance. The committee considers the specific business conditions and market conditions in a given year when setting the cash earnings goal for the annual bonus program in alignment with the goal of incentivizing performance and creating long-term shareholder value. Annual bonuses will only be paid to our senior management group to the extent we achieve cash earnings at or above the threshold level, which was set at 25% below the target performance goal for 2023. The annual bonus pool is subject to a cap when we achieve cash earnings at the maximum level, which is set at 20% above the established target goal. It is anticipated that the achievement of the maximum level of cash earnings would be exceptional, requiring extraordinary effort on the part of our senior management.

  67. Annual bonus

    | 70 | CME GROUP | 2024 PROXY STATEMENT |

  68. Annual bonus

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION & ANALYSIS |

  69. Annual bonus

    Our cash earnings are calculated using the following formula for the purpose of the annual bonus.

  70. Annual bonus

    | 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 |

  71. Annual bonus

    The following shows our cash earnings goals and actual achievement for 2023 for purposes of our annual bonus program:

  72. Annual bonus

    | Threshold | Target | Maximum | Actual1 | | $2.242 billion | $2.989 billion | $3.587 billion | $3.573 billion |

  73. Annual bonus

    1 See Appendix A for a reconciliation of cash earnings for our annual bonus to net income, the most comparable GAAP financial measure. In establishing the annual financial plan and resulting cash earnings target for 2023, specific consideration was given to the difficult comparatives to prior year volumes that benefited from record volatility driven from multiple interest rate hikes by the Federal Reserve and geopolitical unrest, the expectation of lower collateral income and reduced margin requirements, and potential challenges with the migration of LIBOR based contracts to SOFR based contracts, among other factors. The compensation committee has discretion to make equitable adjustments to the cash earnings performance calculation to reflect effects of external events outside the control of our senior management group, such as unforeseen litigation or changes in accounting or taxation standards. Such adjustments may also reflect the effects of unusual or significant strategic events that are within the control of our senior management that were not contemplated at the time the goal was established and that were undertaken with an expectation of improving our long-term financial performance, such as acquisitions or strategic relationships. In 2023, the committee approved adjustments for certain non-performance-related items, such as adjustments to deferred tax and foreign exchange fluctuation impacts and adjustments to capital expenses related to unused contingency originally set aside for cloud migration expenses.

  74. 2023 annual bonus awards

    2023 annual bonus awards Opportunities under the annual bonus program are based upon CME Group's achievement of cash earnings and are awarded in consideration of the individual’s performance during the year. Each year, the Chairman and Chief Executive Officer and members of our Management Team present our proposed strategic goals for the year to the board for approval, including goals relating to our ESG strategy. The board then receives updates during and at the end of the year regarding our performance against such initiatives. The compensation committee takes into consideration the accomplishments of our senior management group against these goals as discussed with the board during an executive session. The compensation committee approved the annual bonus awards for the named executive officers for 2023 based on our achievement of cash earnings, general company performance (as discussed in the Proxy Statement Summary on page 6) and the individual's performance.

  75. 2023 annual bonus awards

    | 2024 PROXY STATEMENT | CME GROUP | 71 |

  76. 2023 annual bonus awards

    | COMPENSATION DISCUSSION & ANALYSIS | TABLE OF CONTENTS |

  77. 2023 annual bonus awards

    The table below shows the payout opportunities and actual annual bonus payments for 2023 for the named executive officers.

  78. 2023 Named Executive Officer Bonus Awards

    2023 Named Executive Officer Bonus Awards

  79. 2023 Named Executive Officer Bonus Awards

    | Name | Annual Bonus Plan Target as % of Salary | Annual Bonus Plan Target | Annual Bonus Plan Maximum as % of Salary | Annual Bonus Plan Maximum | 2023 Actual Annual Bonus Award as % of Target | 2023 Annual Bonus Award 1 | | Terrence A. Duffy | 200% | $4,000,000 | 400% | $8,000,000 | 198% | $7,907,600 | | Lynne C. Fitzpatrick | 100% | $400,000 | 200% | $800,000 | 198% | $786,959 | | Julie Holzrichter | 100% | $525,000 | 200% | $1,050,000 | 198% | $1,037,873 | | Derek L. Sammann | 100% | $525,000 | 200% | $1,050,000 | 198% | $1,037,873 | | Sunil K. Cutinho | 100% | $525,000 | 200% | $1,050,000 | 198% | $1,037,873 | | John W. Pietrowicz | 100% | $600,000 | 200% | $1,200,000 | 198% | $1,186,140 |

  80. 2023 Named Executive Officer Bonus Awards

    1Under the terms of our annual bonus program, awards are calculated utilizing base salary paid during the applicable plan year. Our 2023 actual annual cash earnings results were approximately 119.5% of the target level performance. As such, bonuses for the named executive officers were approved by the committee at 197.69% of their individual bonus target opportunities. The bonuses for all named executive officers were delivered at the level determined by cash earnings performance, without any additional discretion applied by the committee.

  81. Equity

    Equity Long-term grants of equity are important to incent longer-term achievement of financial and operational success and reflect an alignment with shareholder value creation and a competitive mix of long- and short-term incentives. Our equity program is designed to reward and encourage the success and contributions of our employees, including our named executive officers, which leads to value creation for CME Group and our shareholders. The annual equity awards for members of our senior management group are delivered in the form of performance shares and time-vested restricted stock. This mix of equity vehicles enables us to focus employees on stock performance, provides for employee retention and directly aligns employee interests with shareholder value creation.

  82. Equity grant practices

    Equity grant practices The following is a summary of our equity grant practices and the role of the committee in approving awards: •Our annual equity awards are granted on September 15th, or in the event the 15th is not a business day, the closest business day thereto. •At a meeting prior to the annual grant date, the committee approves the awards for the senior management group based upon the target equity opportunities and recommendations from the Chairman and Chief Executive Officer (for executives other than himself) using a pre-set calculation of a percentage of base salary to determine the award value. Actual awards are granted based on the previously approved award value and the closing price on the actual grant date. The committee receives a report of the actual awards at a subsequent meeting. •The committee has delegated authority to the individual in the role of Chief Executive Officer to approve annual, sign-on, retention and initiative-based equity awards to employees below our senior management group other than our chief accounting officer, within parameters set by the committee. The committee is provided with an annual report on awards granted under such delegated authority.

  83. Equity grant practices

    | 72 | CME GROUP | 2024 PROXY STATEMENT |

  84. Equity grant practices

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION & ANALYSIS |

  85. Equity grant practices

    •Our Omnibus Stock Plan and our Director Stock Plan prohibit the granting of options or stock appreciation rights below the market value on the date of grant, the repricing of existing awards, and payment of dividends on performance-based shares prior to the achievement of performance goals. Dividends relating to outstanding shares of unvested time-based restricted stock are accrued and paid out at vesting. The equity targets for our named executive officers were established based upon a review of the nature of the responsibility of the position of the executive within CME Group, the competitive market data derived through our benchmarking practices and the ability of the employee to impact the overall growth and performance of CME Group based upon his or her role within the company. As discussed in more detail on page 67, we generally target total compensation in the 50th percentile of our peer group. Through competitive compensation analysis, we compare equity compensation on a standalone basis as well as part of an executive's overall total compensation. The committee has the discretion to adjust the annual equity awards to distinguish for individual performance. The annual equity awards for the named executive officers were made at the target levels for 2023 and were comprised of 50% performance shares and 50% time-vested restricted stock. The performance shares, if earned, vest in full following the three-year performance period and the restricted shares vest ratably over a four-year period. The table below shows the annual equity award opportunities for our named executive officers and actual awards made in 2023.

  86. 2023 Named Executive Officer Equity Awards

    2023 Named Executive Officer Equity Awards

  87. 2023 Named Executive Officer Equity Awards

    | 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 | | Lynne C. Fitzpatrick | 300% | $1,200,000 | 100% | $1,200,000 | | Julie Holzrichter | 300% | $1,575,000 | 100% | $1,575,000 | | Derek L. Sammann | 300% | $1,575,000 | 100% | $1,575,000 | | Sunil K. Cutinho | 300% | $1,575,000 | 100% | $1,575,000 | | John W. Pietrowicz | 300% | $1,800,000 | 100% | $1,800,000 |

  88. 2023 Named Executive Officer Equity Awards

    1The "Actual Annual Equity Award" values listed above may differ from those used in the Summary Compensation Table. The values above reflect annual equity award target opportunities and the actual equity values awarded with discretion applied for individual performance, if applicable. The above values are used to determine the number of shares awarded, which then are valued as required for the Summary Compensation Table.

  89. Performance shares tied to 2024-2026 performance

    Performance shares tied to 2024-2026 performance In response to investor feedback, the committee introduced a second metric, absolute net income margin performance, to our performance share design to strengthen the focus on aspects of the company's financial performance that management can directly impact and to diversify the performance metrics used in our incentive design. As a result, the September 2023 performance share award criteria included 50% based on TSR relative to the S&P 500 and 50% based on absolute net income margin performance, measured over the period 2024 through 2026. We believe the TSR performance measure is a direct, transparent measure of

  90. Performance shares tied to 2024-2026 performance

    | 2024 PROXY STATEMENT | CME GROUP | 73 |

  91. Performance shares tied to 2024-2026 performance

    | COMPENSATION DISCUSSION & ANALYSIS | TABLE OF CONTENTS |

  92. Performance shares tied to 2024-2026 performance

    shareholder value creation and provides strong alignment with shareholder results. Net income margin is a metric that management can more directly impact and provides strong alignment with longer-term value creation. Our net income margin performance is measured over a three-year period against a defined target and calculated using the following formula for the purpose of the performance share awards:

  93. Performance shares tied to 2024-2026 performance

    | Net Income Margin Formula for Performance Shares** | | Adjusted Net Income1 / Adjusted Net Revenue2 = Net Income Margin 1 Calculation for Adjusted Net Income: Non-GAAP Net Income* - Collateral Income (on an after tax basis) = Adjusted Net Income 2 Calculation for Adjusted Net Revenue: Non-GAAP Revenue* - Licensing and Other Fee Agreements - Custody Income (included in Other Revenue) = Adjusted Net Revenue *Non-GAAP presentation of results as reported on quarterly earnings disclosures, which include a reconciliation to GAAP |

  94. Performance shares tied to 2024-2026 performance

    ** See Appendix A for more information on the calculation of the net income margin formula. Following the three-year performance period, the vested portion of the performance share award will be settled in unrestricted shares of stock, based upon achievement against the metrics, as follows:

  95. Performance shares tied to 2024-2026 performance

    | Relative TSR Performance % of Target Award Earned 1 | | | | | Below 25th Percentile | 25th Percentile | 50th Percentile | 75th Percentile | | 0% | 50% | 100% | 200% |

  96. Performance shares tied to 2024-2026 performance

    1 In the event the company's absolute TSR for the three-year performance period is negative, the maximum payout on these performance shares is the target level (100%), regardless of the company's performance relative to the S&P 500.

  97. Performance shares tied to 2024-2026 performance

    | Absolute Net Income Margin Performance % of Target Award Earned | | | | | Below Threshold Goal | Threshold Goal | Target Goal | Maximum Goal | | 0% | 50% | 100% | 200% |

  98. Performance shares tied to 2024-2026 performance

    | 74 | CME GROUP | 2024 PROXY STATEMENT |

  99. Performance shares tied to 2024-2026 performance

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION & ANALYSIS |

  100. Performance shares tied to 2024-2026 performance

    The details of the performance share awards granted in September 2023 tied to total shareholder return relative to the S&P 500 and absolute net income margin performance measured over 2024-2026 are as follows:

  101. Performance shares awarded in 2023

    Performance shares awarded in 2023

  102. Performance shares awarded in 2023

    | | | | Performance Share Payout Opportunity (in Shares) | | | | Name | Award Date | Performance Metric | Threshold | Target | Maximum | | Terrence A. Duffy | 9/15/2023 9/15/2023 | 2024-2026 TSR 2024-2026 NIM | 7,253 7,253 | 14,505 14,505 | 29,010 29,010 | | Lynne C. Fitzpatrick | 9/15/2023 9/15/2023 | 2024-2026 TSR 2024-2026 NIM | 726 726 | 1,451 1,451 | 2,902 2,902 | | Julie Holzrichter | 9/15/2023 9/15/2023 | 2024-2026 TSR 2024-2026 NIM | 952 952 | 1,904 1,904 | 3,808 3,808 | | Derek L. Sammann | 9/15/2023 9/15/2023 | 2024-2026 TSR 2024-2026 NIM | 952 952 | 1,904 1,904 | 3,808 3,808 | | Sunil K. Cutinho | 9/15/2023 9/15/2023 | 2024-2026 TSR 2024-2026 NIM | 952 952 | 1,904 1,904 | 3,808 3,808 | | John W. Pietrowicz 1 | 9/15/2023 9/15/2023 | 2024-2026 TSR 2024-2026 NIM | 1,088 1,088 | 2,176 2,176 | 4,352 4,352 |

  103. Performance shares awarded in 2023

    1Pursuant to the terms of his retirement agreement, Mr. Pietrowicz remains eligible to continue to vest in 50% of the outstanding performance shares associated with the 2023 award, based on actual performance. "The Performance Share Payout Opportunity" listed above for Mr. Pietrowicz reflects the opportunity based on the original grant. Actual shares earned following the performance period (if any) will be adjusted in accordance with the retirement agreement and based on actual performance.

  104. Performance shares tied to 2021-2023 performance

    Performance shares tied to 2021-2023 performance Members of our senior management group received performance share awards in September 2020 for the performance period 2021 through 2023 tied to TSR relative to the S&P 500. The company achieved the 67.4th percentile on TSR relative to the S&P 500 for the performance period, exceeding the target goal of 50th percentile. Performance on this metric resulted in an above-target payout, with 169.44% of the target performance shares being earned. The following table shows total payout opportunities of the previously granted annual performance shares tied to 2021 through 2023 performance based on the range of performance against the established metrics, and actual shares earned when performance was certified by the committee in early 2024.

  105. Performance shares tied to 2021-2023 performance

    | Name | Award Date | Performance Metric 1 | Performance Share Payout Opportunity (in Shares) | | | Actual Shares Earned | | | | | Threshold | Target | Maximum | | | Terrence A. Duffy | 9/15/2020 | 2021-2023 TSR | 13,385 | 26,770 | 53,540 | 45,359 | | Lynne C. Fitzpatrick | 9/15/2020 | 2021-2023 TSR | 165 | 330 | 660 | 559 | | Julie Holzrichter | 9/15/2020 | 2021-2023 TSR | 2,231 | 4,462 | 8,924 | 7,560 | | Derek L. Sammann | 9/15/2020 | 2021-2023 TSR | 2,008 | 4,015 | 8,030 | 6,803 | | Sunil K. Cutinho | 9/15/2020 | 2021-2023 TSR | 2,120 | 4,239 | 8,478 | 7,183 | | John W. Pietrowicz 2 | 9/15/2020 | 2021-2023 TSR | 2,454 | 4,908 | 9,816 | 4,158 |

  106. Performance shares tied to 2021-2023 performance

    | 2024 PROXY STATEMENT | CME GROUP | 75 |

  107. Performance shares tied to 2021-2023 performance

    | COMPENSATION DISCUSSION & ANALYSIS | TABLE OF CONTENTS |

  108. Performance shares tied to 2021-2023 performance

    1 The committee certified performance results associated with the annual awards tied to 2021-2023 performance on March 4, 2024. Based on the committee's certification, the pre-established goal was achieved above the target level established for the metric, resulting in 169.44% of the target shares being earned. These shares became vested March 15, 2024. 2 Pursuant to the terms of his retirement agreement, Mr. Pietrowicz remained eligible to continue to vest in 50% of the outstanding performance shares associated with the 2020 award, based on actual performance. The "Performance Share Payout Opportunity" listed above for Mr. Pietrowicz reflects the opportunity based on the original grant. The "Actual Shares Earned" reflects the number of shares earned, which has been adjusted in accordance with the retirement agreement and based on actual performance.

  109. OUR EMPLOYMENT CONTRACTS CONTAIN REASONABLE PROVISIONS AND ENSURE CONTINUITY OF LEADERSHIP

    OUR EMPLOYMENT CONTRACTS CONTAIN REASONABLE PROVISIONS AND ENSURE CONTINUITY OF LEADERSHIP Our philosophy is to enter into employment contracts and retention agreements on a very selective basis in light of the particular facts and circumstances involved in the individual employment relationship, such as whether the employment arrangement would be necessary to recruit and/or retain necessary talent with compensation terms that we believe are in accordance with our overall compensation program. Employment agreements include non-compete and non-solicitation provisions, do not provide for cash severance payments in excess of two times annual base salary, do not provide for gross-up payments (except in connection with certain self-insured supplemental life insurance payments that would be paid to Mr. Duffy's beneficiaries under his agreement) and include a requirement that the executive execute a release agreement before becoming entitled to receive severance payments. All contractual compensation terms within the employment agreements for our senior management group are reviewed and approved by the compensation committee. We believe that our existing employment contract with Mr. Duffy contains compensation terms in line with our overall compensation program and philosophy. A description of the agreement is set forth in the section entitled Potential Payments Upon Termination or Change-in-Control—Employment Agreements and other Compensation Arrangements with Named Executive Officers beginning on page 87.

  110. WE HAVE REASONABLE CHANGE-IN-CONTROL AND OTHER TERMINATION PROVISIONS

    WE HAVE REASONABLE CHANGE-IN-CONTROL AND OTHER TERMINATION PROVISIONS Change-in-control provisions assist us with retention during any rumored and actual change of control activity when management continuity is key to preserving the value of the business. We also provide other severance benefits in connection with terminations other than for misconduct. We believe these benefits allow us to facilitate changes with key employees, as needed, and to ensure minimal disruption to the business in exchange for non-competition and non-solicitation benefits for CME Group along with a general release. A description of our severance policies and practices and the estimated amounts that would be payable to our named executive officers under certain circumstances are set forth under the section entitled Potential Payments Upon Termination or Change-in-Control beginning on page 91.

  111. WE HAVE REASONABLE CHANGE-IN-CONTROL AND OTHER TERMINATION PROVISIONS

    | 76 | CME GROUP | 2024 PROXY STATEMENT |

  112. WE HAVE REASONABLE CHANGE-IN-CONTROL AND OTHER TERMINATION PROVISIONS

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION & ANALYSIS |

  113. WE HAVE IMPLEMENTED COMPENSATION RECOUPMENT POLICIES

    WE HAVE IMPLEMENTED COMPENSATION RECOUPMENT POLICIES In furtherance of our philosophy to ensure the interests of our senior management are aligned with those of our shareholders, we have adopted compensation recoupment policies. In compliance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), final SEC rules and the applicable Nasdaq listing standard, our compensation committee approved a new recoupment policy for executive officers (Recoupment Policy for Executive Officers). The Recoupment Policy for Executive Officers applies to current or former executive officers, including our named executive officers. Under the Recoupment Policy for Executive Officers, if we are required to prepare a restatement of previously issued financial statements of the company due to the material noncompliance of the company with any financial reporting requirement under federal securities laws, the company will recover any incentive-based compensation received by any current or former executive officer after the effective date of the policy and during the three-year period preceding the date on which the company is required to prepare the restatement that is in excess of what would have been granted, earned or vested by such executive officer had the financial results been properly reported. We also maintain another recoupment policy (Recoupment Policy for Non-Executive Officers) that applies to employees at the level of managing director and above other than those who are executive officers. The Recoupment Policy for Non-Executive Officers provides the compensation committee with the discretion to recoup annual bonus payments in the event of a financial restatement, the effect of which is that such payments were not otherwise earned by an individual under our annual bonus program based upon the restated calculation of our cash earnings or any other performance metric in effect at the time.

  114. Summary compensation table

    Summary compensation table The following table provides information regarding the compensation earned during the three years ending December 31, 2023 by our named executive officers. In 2023, "salary" accounted for approximately 11% of the total compensation of the named executive officers as a whole and "non-equity incentive plan compensation" accounted for approximately 31% of such total compensation.

  115. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  116. 2023 Summary Compensation Table

    | 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 | 2023 | $2,000,000 | $— | $12,594,380 | | $7,907,600 | $55,146 | $910,874 | $23,468,000 | | | 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 | | Lynne C. Fitzpatrick Chief Financial Officer 7 | 2023 | 400,000 | — | 1,259,417 | | 786,959 | 48,547 | 64,817 | 2,559,740 | | Julie Holzrichter Chief Operating Officer | 2023 | 525,000 | — | 1,653,148 | | 1,037,873 | 78,113 | 126,853 | 3,420,987 | | | 2022 | 525,000 | — | 1,644,595 | | 1,027,921 | — | 92,720 | 3,290,236 | | | 2021 | 500,000 | — | 1,926,919 | | 730,450 | 28,605 | 75,240 | 3,261,214 | | Derek L. Sammann Global Head of Commodities, Options & International Markets 8 | 2023 | 525,000 | — | 1,653,148 | | 1,037,873 | 64,365 | 131,655 | 3,412,041 | | Sunil K. Cutinho Chief Information Officer | 2023 | 525,000 | — | 1,653,148 | | 1,037,873 | 64,541 | 114,473 | 3,395,035 | | | 2022 | 525,000 | — | 1,644,595 | | 1,026,035 | — | 89,693 | 3,285,323 | | | 2021 | 475,000 | — | 1,831,160 | | 693,928 | 21,738 | 72,344 | 3,094,170 | | John W. Pietrowicz Former Chief Financial Officer | 2023 | 600,000 | — | 4,191,297 | 9 | 1,186,140 | 71,529 | 183,074 | 6,232,040 | | | 2022 | 600,000 | — | 1,879,270 | | 1,173,151 | — | 117,822 | 3,770,243 | | | 2021 | 550,000 | — | 2,120,246 | | 803,495 | 31,298 | 153,524 | 3,658,563 |

  117. 2023 Summary Compensation Table

    1Titles in the table above reflect job titles as of December 31, 2023, except with respect to Mr. Pietrowicz. 2The amounts reflected in the "Stock Awards" column reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board ASC Topic 718 without giving effect to estimated forfeitures. See note 15 of the notes to consolidated financial statements of CME Group Inc. and subsidiaries in our 2023 Annual Report on Form 10-K for more details on the assumptions made in the valuation of stock awards. For 2023, the fair value of the restricted stock grants was calculated using the closing price on September 15, 2023 of $206.82. The fair value of performance shares granted based on TSR relative to the S&P 500 was calculated using a value of $236.27 for December 31, 2023, which was derived from a Monte-Carlo simulation. The fair value of performance shares granted based on absolute net income margin performance was calculated using the closing stock price on December 5, 2023 of $218.34. This column includes the following aggregate amounts with respect to performance share awards granted to our named executive officers in 2023 based on achievement of

  118. 2023 Summary Compensation Table

    | 2024 PROXY STATEMENT | CME GROUP | 79 |

  119. 2023 Summary Compensation Table

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  120. 2023 Summary Compensation Table

    target performance levels: Mr. Duffy: $6,594,118; Ms. Fitzpatrick: $659,639; Ms. Holzrichter: $865,577; Mr. Sammann: $865,577; and Mr. Cutinho: $865,577. See footnote 9 for detail on Mr. Pietrowicz's Stock Award values. 3The amounts included in the "Non-Equity Incentive Plan Compensation" column reflect awards to the named executive officers under our annual bonus plan, which is discussed on page 70 under the "Annual Bonus" heading. 4The amounts reflected in the "Change in Pension Value and Non-Qualified Deferred Compensation Earnings" column reflect only the change in the pension value during the particular year. Under our non-qualified deferred compensation plans, participants may invest in one or more market investments that are available from time to time. This is the only return that they receive and, therefore, no above-market earnings are reflected in this table. For more information on our deferred compensation plans, see the section entitled Non-Qualified Deferred Compensation Plans on page 86. 5Amounts included in the "All Other Compensation" column for 2023 are as follows:

  121. 2023 Summary Compensation Table

    | | 401(k) Company Contribution | Supplemental Plan a | Other b | Total | | Terrence A. Duffy | $9,900 | $899,764 | $1,210 | $910,874 | | Lynne C. Fitzpatrick | 9,900 | 54,125 | 792 | 64,817 | | Julie Holzrichter | 9,900 | 115,913 | 1,040 | 126,853 | | Derek L. Sammann | 9,900 | 115,574 | 6,181 | 131,655 | | Sunil K. Cutinho | 9,900 | 103,533 | 1,040 | 114,473 | | John W. Pietrowicz | 9,900 | 137,984 | 35,190 | 183,074 |

  122. 2023 Summary Compensation Table

    aThe items included in the "Supplemental Plan" column are 401(k) make-whole and pension make-whole contributions. Make-whole contributions are company contributions for individuals whose compensation has exceeded the statutory compensation limit identified in Section 401(a)(17) of the Internal Revenue Code (the Code) and thus must be excluded from consideration in qualified retirement plans. bThe items included in the "Other" column include life insurance premiums paid by us for the benefit of the named executive officer and a payment to Mr. Pietrowicz of $34,002 for his accrued, unused vacation balance in connection with his retirement and in accordance with company policy. Mr. Sammann received a tax equalization payment of $5,141 related to business travel that occurred in 2023. The company provides such tax equalization payments for business-related travel to all impacted employees regardless of level in the organization. 6As discussed under the section entitled Potential Payments upon Termination or Change-in-Control—Employment Agreements and other Compensation Arrangements with Named Executive Officers on page 87, we have agreed to self-insure supplemental life and long-term disability coverage for Mr. Duffy and to gross up his beneficiaries for any additional taxes incurred as a result of the supplemental life coverage. Because no actual payments were made or liabilities incurred as a result of this coverage, no amounts have been included in Mr. Duffy's compensation in respect of such coverage. 7Ms. Fitzpatrick assumed the role of Chief Financial Officer on April 1, 2023 and was awarded a base salary increase from $400,000 to $525,000 effective January 1, 2024 to align her compensation to market levels and in recognition of her expanded responsibilities. Ms. Fitzpatrick was not a named executive officer prior to 2023. 8Mr. Sammann was not a named executive officer prior to 2023. 9Amount shown for Mr. Pietrowicz in the "Stock Awards" column for 2023 includes $1,889,312 attributable to his annual restricted stock and performance share awards granted in 2023 calculated consistent with footnote 2 and an incremental accounting charge of $2,301,985 determined in accordance with Financial Accounting Standards Board ASC Topic 718 for the portion of 2020, 2021, 2022 and 2023 outstanding awards that were modified in connection with the equity vesting provisions contained within his retirement agreement. Details of Mr. Pietrowicz's retirement agreement can be found on page 89.

  123. 2023 Summary Compensation Table

    | 80 | CME GROUP | 2024 PROXY STATEMENT |

  124. 2023 Summary Compensation Table

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  125. Grants of plan-based awards

    Grants of plan-based awards The following table shows information with respect to awards made to our named executive officers in 2023 under our annual bonus and equity programs. For additional information on our annual bonus and equity programs, see the section of this proxy statement entitled Compensation Discussion and Analysis.

  126. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  127. 2023 Grants of Plan-Based Awards

    | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards 2 | | | Estimated Future Payouts Equity Incentive Plan Awards 3 | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock Awards | | Name | Award Type 1 | Grant Date | Approval Date | | Threshold | Target | Maximum | Threshold Shares | Target Shares | Maximum Shares | | | | Terrence A. Duffy | Bonus | N/A | N/A | | $1,500,000 | $4,000,000 | $8,000,000 | | | | | | | | PS-TSR | 12/31/23 | 9/11/23 | | | | | 7,253 | 14,505 | 29,010 | | $3,427,096 | | | PS-NIM | 12/5/23 | 9/11/23 | | | | | 7,253 | 14,505 | 29,010 | | 3,167,022 | | | RS | 9/15/23 | 9/11/23 | | | | | | | | 29,012 | 6,000,262 | | Lynne C. Fitzpatrick | Bonus | N/A | N/A | | 150,000 | 400,000 | 800,000 | | | | | | | | PS-TSR | 12/31/23 | 9/11/23 | | | | | 726 | 1,451 | 2,902 | | 342,828 | | | PS-NIM | 12/5/23 | 9/11/23 | | | | | 726 | 1,451 | 2,902 | | 316,811 | | | RS | 9/15/23 | 9/11/23 | | | | | | | | 2,900 | 599,778 | | Julie Holzrichter | Bonus | N/A | N/A | | 196,875 | 525,000 | 1,050,000 | | | | | | | | PS-TSR | 12/31/23 | 9/11/23 | | | | | 952 | 1,904 | 3,808 | | 449,858 | | | PS-NIM | 12/5/23 | 9/11/23 | | | | | 952 | 1,904 | 3,808 | | 415,719 | | | RS | 9/15/23 | 9/11/23 | | | | | | | | 3,808 | 787,571 | | Derek L. Sammann | Bonus | N/A | N/A | | 196,875 | 525,000 | 1,050,000 | | | | | | | | PS-TSR | 12/31/23 | 9/11/23 | | | | | 952 | 1,904 | 3,808 | | 449,858 | | | PS-NIM | 12/5/23 | 9/11/23 | | | | | 952 | 1,904 | 3,808 | | 415,719 | | | RS | 9/15/23 | 9/11/23 | | | | | | | | 3,808 | 787,571 | | Sunil K. Cutinho | Bonus | N/A | N/A | | 196,875 | 525,000 | 1,050,000 | | | | | | | | PS-TSR | 12/31/23 | 9/11/23 | | | | | 952 | 1,904 | 3,808 | | 449,858 | | | PS-NIM | 12/5/23 | 9/11/23 | | | | | 952 | 1,904 | 3,808 | | 415,719 | | | RS | 9/15/23 | 9/11/23 | | | | | | | | 3,808 | 787,571 | | John W. Pietrowicz | Bonus | N/A | N/A | | 225,000 | 600,000 | 1,200,000 | | | | | | | | PS-TSR | 11/8/23 | 9/11/23 | | | | | 1,088 | 2,176 | 4,352 | | 564,737 | | | PS-NIM | 12/5/23 | 9/11/23 | | | | | 1,088 | 2,176 | 4,352 | | 475,108 | | | RS | 11/8/23 | 9/11/23 | 4 | | | | | | | 4,352 | 925,018 | | | RS | 11/8/23 | 11/8/23 | 4 | | | | | | | 885 | 188,107 | | | RS | 11/8/23 | 11/8/23 | 4 | | | | | | | 546 | 116,052 | | | RS | 11/8/23 | 11/8/23 | 4 | | | | | | | 1,227 | 260,799 | | | PS-TSR | 11/8/23 | 11/8/23 | 4 | | | | 590 | 1,180 | 2,360 | | 403,926 | | | PS-TSR | 11/8/23 | 11/8/23 | 4 | | | | 546 | 1,092 | 2,184 | | 353,349 | | | PS-TSR | 11/8/23 | 11/8/23 | 4 | | | | 1,227 | 2,454 | 4,908 | | 904,201 |

  128. 2023 Grants of Plan-Based Awards

    | 2024 PROXY STATEMENT | CME GROUP | 81 |

  129. 2023 Grants of Plan-Based Awards

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  130. 2023 Grants of Plan-Based Awards

    1"Bonus" refers to 2023 annual bonus opportunity, "PS-TSR" refers to performance shares tied to TSR relative to the S&P 500, "PS-NIM" refers to performance shares tied to absolute net income margin performance, and "RS" refers to time-vested restricted stock awards. Performance shares are granted at the target level and adjusted based on actual performance. 2The amounts shown in the "Threshold," "Target" and "Maximum" columns reflect the annual bonus opportunity for our named executive officers based upon their annual bonus target as discussed on page 72 under the "2023 Named Executive Officer Bonus Awards" heading and are dependent upon the level of cash earnings achieved. 3Under our equity program, eligible employees, including members of our senior management group, typically receive annual equity awards in September of each year. Employees promoted to the senior management group after the September awards are made are eligible for a prorated promotional award in March. On September 11, 2023 our compensation committee met and approved our annual equity awards for our executive officers based on our pre-established formulas under our equity program as described beginning on page 73. These awards of performance shares and time-vested restricted stock were made on September 15, 2023. The amounts in the "Threshold," "Target" and "Maximum" columns reflect the performance share opportunity awarded in 2023 tied to TSR relative to the S&P 500 during 2024-2026 and net income margin performance during 2024-2026. 4In connection with Mr. Pietrowicz's retirement, a portion of 2020, 2021, 2022 and 2023 previously outstanding awards were modified by the equity vesting provisions contained within his retirement agreement. The incremental fair value for the modified awards is set forth in the table and was determined in accordance with Financial Accounting Standards Board ASC Topic 718. Details of Mr. Pietrowicz's retirement agreement can be found on page 89.

  131. 2023 Grants of Plan-Based Awards

    | 82 | CME GROUP | 2024 PROXY STATEMENT |

  132. 2023 Grants of Plan-Based Awards

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  133. Outstanding equity awards at fiscal year end

    Outstanding equity awards at fiscal year end The following table summarizes the number of securities underlying outstanding plan awards as of December 31, 2023 for each named executive officer.

  134. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End

  135. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | 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 | 12/31/2023 | — | — | 7,253 | 3 | $1,527,482 | | | 12/05/2023 | — | — | 7,253 | 4 | 1,527,482 | | | 12/31/2022 | — | — | 15,726 | 5 | 3,311,896 | | | 12/31/2021 | — | — | 11,908 | 7 | 2,507,825 | | | 12/31/2020 | — | — | 45,359 | 8 | 9,552,605 | | Lynne C. Fitzpatrick | 12/31/2023 | — | — | 726 | 3 | 152,896 | | | 12/05/2023 | — | — | 726 | 4 | 152,896 | | | 9/15/2023 | 2,900 | 610,740 | — | | — | | | 12/31/2022 | — | — | 1,376 | 5 | 289,786 | | | 9/15/2022 | 2,064 | 434,678 | — | | — | | | 3/15/2022 | 612 | 128,887 | 511 | 6 | 107,617 | | | 12/31/2021 | — | — | 157 | 7 | 33,064 | | | 9/15/2021 | 472 | 99,403 | — | | — | | | 12/31/2020 | — | — | 559 | 8 | 117,725 | | | 9/15/2020 | 247 | 52,018 | — | | — | | Julie Holzrichter | 12/31/2023 | — | — | 952 | 3 | 200,491 | | | 12/05/2023 | — | — | 952 | 4 | 200,491 | | | 9/15/2023 | 3,808 | 801,965 | — | | — | | | 12/31/2022 | — | — | 2,064 | 5 | 434,678 | | | 9/15/2022 | 3,096 | 652,018 | — | | — | | | 12/31/2021 | — | — | 1,985 | 7 | 418,041 | | | 9/15/2021 | 1,984 | 417,830 | — | | — | | | 12/31/2020 | — | — | 7,560 | 8 | 1,592,136 | | | 9/15/2020 | 1,115 | 234,819 | — | | — |

  136. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 2024 PROXY STATEMENT | CME GROUP | 83 |

  137. 2023 Outstanding Equity Awards at Fiscal Year-End

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  138. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | 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 | | Derek L. Sammann | 12/31/2023 | — | — | 952 | 3 | 200,491 | | | 12/05/2023 | — | — | 952 | 4 | 200,491 | | | 9/15/2023 | 3,808 | 801,965 | — | | — | | | 12/31/2022 | — | — | 2,064 | 5 | 434,678 | | | 9/15/2022 | 3,096 | 652,018 | — | | — | | | 12/31/2021 | — | — | 1,786 | 7 | 376,132 | | | 9/15/2021 | 1,786 | 376,132 | — | | — | | | 12/31/2020 | — | — | 6,803 | 8 | 1,432,712 | | | 9/15/2020 | 1,004 | 211,442 | — | | — | | Sunil K. Cutinho | 12/31/2023 | — | — | 952 | 3 | 200,491 | | | 12/05/2023 | — | — | 952 | 4 | 200,491 | | | 9/15/2023 | 3,808 | 801,965 | — | | — | | | 12/31/2022 | — | — | 2,064 | 5 | 434,678 | | | 9/15/2022 | 3,096 | 652,018 | — | | — | | | 12/31/2021 | — | — | 1,886 | 7 | 397,192 | | | 9/15/2021 | 1,886 | 397,192 | — | | — | | | 12/31/2020 | — | — | 7,183 | 8 | 1,512,740 | | | 9/15/2020 | 1,060 | 223,236 | — | | — | | John W. Pietrowicz 9 | 12/31/2023 | — | — | 544 | 3 | 114,566 | | | 12/05/2023 | — | — | 544 | 4 | 114,566 | | | 12/31/2022 | — | — | 1,180 | 5 | 248,508 | | | 12/31/2021 | — | — | 1,092 | 7 | 229,975 | | | 12/31/2020 | — | — | 4,158 | 8 | 875,675 |

  139. 2023 Outstanding Equity Awards at Fiscal Year-End

    1Subject to acceleration or termination in certain circumstances, restricted stock awards generally vest over a four-year period, with 25% vesting one year after the grant date and an additional 25% vesting on each anniversary date thereafter. Performance awards and special awards may have differing vesting schedules specific to the award purpose. 2Market value was determined using the closing price on December 29, 2023 of $210.60. 3Reflects performance shares awarded in September 2023 tied to TSR relative to the S&P 500 during 2024-2026, which will vest in full, if earned, following the completion of the three-year performance period; payout value shown assumes achievement of the threshold performance level. 4Reflects performance shares awarded in September 2023 tied to absolute net income margin performance during 2024-2026, which will vest in full, if earned, following the completion of the three-year performance period; payout value shown assumes achievement of the threshold performance level. 5Reflects performance shares awarded in September 2022 tied to TSR relative to the S&P 500 during 2023-2025, which will vest in full, if earned, following the completion of the three-year performance period; payout value shown assumes achievement of the threshold performance level.

  140. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 84 | CME GROUP | 2024 PROXY STATEMENT |

  141. 2023 Outstanding Equity Awards at Fiscal Year-End

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  142. 2023 Outstanding Equity Awards at Fiscal Year-End

    6Reflects performance shares awarded in March 2022 tied to TSR relative to the S&P 500 during 2022-2024, which will vest in full, if earned, following the completion of the three-year performance period; payout value shown assumes achievement of the threshold performance level. 7Reflects performance shares awarded in September 2021 tied to TSR relative to the S&P 500 during 2022-2024, which will vest in full, if earned, following the completion of the three-year performance period; payout value shown assumes achievement of the threshold performance level. 8Reflects performance shares awarded in September 2020 tied to TSR relative to the S&P 500 during 2021-2023; payout value shown reflects actual performance results whereby 169.44% of target shares were earned. The performance shares became vested in March 2024. 9The outstanding awards included in the table above for Mr. Pietrowicz consist of the unvested performance shares as of December 31, 2023, with the exception of the performance shares granted in September 2020. Consistent with footnote 8, the performance shares shown reflect actual performance results whereby 169.44% of the target shares were earned. Pursuant to the terms of Mr. Pietrowicz's retirement agreement, he remains eligible to vest in 50% of his outstanding unvested performance share awards based on actual company performance. Also pursuant to his agreement, all of his outstanding time-vesting restricted stock grants became vested following his retirement and are included in the Option Exercises and Stock Vested Table. Both the continued vesting of the performance shares and the accelerated vesting of the restricted stock were subject to Mr. Pietrowicz's execution of a release of claims in favor of the company. The terms of the retirement agreement with Mr. Pietrowicz are discussed in more detail under Pietrowicz Retirement Agreement on page 89.

  143. Stock vested

    Stock vested The following table summarizes the vesting of stock awards in 2023 for our named executive officers.

  144. 2023 Stock Vested

    2023 Stock Vested

  145. 2023 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Terrence A. Duffy1 | 29,012 | $6,109,927 | | Lynne C. Fitzpatrick | 1,771 | 356,425 | | Julie Holzrichter | 4,045 | 836,587 | | Derek L. Sammann | 3,744 | 774,334 | | Sunil K. Cutinho | 3,850 | 796,257 | | John W. Pietrowicz2 | 15,794 | 3,309,229 |

  146. 2023 Stock Vested

    1Pursuant to the terms of Mr. Duffy's employment agreement, discussed in more detail on page 87, he became vested in 100% of his then-outstanding restricted stock awards on December 31, 2023. 2Includes 11,300 restricted shares that were vested pursuant to the terms of Mr. Pietrowicz's retirement agreement, subject to a release of claims in favor of the company. The value of these shares was determined using the closing stock price on December 29, 2023 of $210.60.

  147. Pension benefits

    Pension benefits We maintain a non-contributory defined benefit cash balance pension plan for eligible U.S. employees. To be eligible, an employee must have completed a continuous 12-month period of employment with us and have reached the age of 21. Our funding goal is to have the pension plan 100% funded on a projected benefit obligation basis, while also satisfying any minimum required contributions and maximizing tax deductible contribution requirements. Participants are fully vested in their accounts after three years of service. Once an employee becomes a participant in the pension plan, their notional pension account is credited with an amount equal to an age-based percentage of that individual's earnings plus the greater of 4% interest or the December yield on one-year constant maturity yield for U.S. Treasury notes. During 2023, the pension plan interest rate was 4.75%. The pension account is portable and vested balances may be paid out in a lump sum when participants end their employment with us. Alternatively, upon retirement, a participant may elect to receive the balance in the account in the form of one of various monthly annuities.

  148. Pension benefits

    | 2024 PROXY STATEMENT | CME GROUP | 85 |

  149. Pension benefits

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  150. Pension benefits

    The following is the schedule of employer contributions based on age and percentage of pensionable pay (including base salary, regular annual bonuses and merit lump sum payments) under our pension plan. Pensionable pay is limited by the Code, which imposed a limit of $330,000 in 2023:

  151. Pension benefits

    | 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% |

  152. Pension benefits

    The following table below sets forth the estimated payments under our pension plan for our named executive officers upon retirement based upon the present value of the benefits expected to be paid in the future.

  153. 2023 Pension Benefits

    2023 Pension Benefits

  154. 2023 Pension Benefits

    | Name | Number of Years Credited Service | Present Value of Accumulated Benefit 1 | Payments During Last Fiscal Year | | Terrence A. Duffy | 16 | $517,347 | $— | | Lynne C. Fitzpatrick | 17 | 237,317 | — | | Julie Holzrichter | 17 | 534,415 | — | | Derek L. Sammann | 16 | 394,553 | — | | Sunil K. Cutinho | 20 | 393,669 | — | | John W. Pietrowicz | 19 | 523,803 | — |

  155. 2023 Pension Benefits

    1In calculating the present value of the accumulated benefit, the following assumptions were used: assumed retirement age of 65; discount rate of 5.2% as of December 31, 2023; and projected future investment crediting rate assumption of 5.14% as of December 31, 2023. The normal retirement age as defined in our pension plan is the later of 65 years of age or 5 years of service. Under the terms of our pension plan, years of service for purposes of the plan are credited beginning on the first day of the calendar quarter on or after attaining one year of service with CME Group. Therefore, years of credited service under the plan are less than an employee's actual period of service with CME Group.

  156. Non-qualified deferred compensation plans

    Non-qualified deferred compensation plans All of our U.S. senior level employees, including our named executive officers, are eligible to defer up to 50% of their annual base salary and up to 100% of their annual bonus into our Senior Management Supplemental Deferred Savings Plan. The contributions made by our named executive officers under this plan in 2023 are shown in the table below under "Executive Contributions." Deferrals may be invested in one or more market-based investments offered by the plan from time to time at the choice of the individual. The return on their investment choice is the only return they will receive on the contributions under the plan. We do not provide any guaranteed rate of return. There is no limitation on their ability to change investments. Distributions will be on a fixed date, at termination or six months after termination, depending upon the time of the distribution election and the requirements of applicable law. The deferred savings plan also includes 401(k) make-whole and pension make-whole contributions. Make-whole contributions are company contributions for individuals whose compensation has exceeded the statutory compensation limit identified in the Code and thus must be excluded from consideration in qualified retirement plans. These amounts are included in the table below under "Registrant Contributions." The aggregate balance at year end in the table below includes the balance the named executive officer may have in the Senior Management Supplemental Deferred Savings Plan.

  157. Non-qualified deferred compensation plans

    | 86 | CME GROUP | 2024 PROXY STATEMENT |

  158. Non-qualified deferred compensation plans

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  159. 2023 Non-qualified Deferred Compensation

    2023 Non-qualified Deferred Compensation

  160. 2023 Non-qualified Deferred 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 12/31/23 | | Terrence A. Duffy | $— | $899,764 | $826,138 | $— | $8,317,085 | | Lynne C. Fitzpatrick | — | 54,125 | 24,690 | — | 176,960 | | Julie Holzrichter | — | 115,913 | 205,415 | — | 1,333,593 | | Derek L. Sammann | — | 115,574 | 266,093 | — | 1,924,348 | | Sunil K. Cutinho | — | 103,533 | 143,042 | — | 1,252,435 | | John W. Pietrowicz | 150,000 | 137,984 | 933,936 | — | 5,036,323 |

  161. 2023 Non-qualified Deferred Compensation

    1All amounts included under "Executive Contributions" are also included in the "Salary" or "Non-Equity Incentive Plan Compensation" columns of the Summary Compensation Table on page 79. 2The amounts included under the "Registrant Contributions" column consist of 401(k) make-whole and pension make-whole contributions and are included in the "All Other Compensation" column of the Summary Compensation Table. 3"Aggregate Earnings" are based on the investment selection of the individuals from one or more market-based investments that the plan offers from time to time and are the only return on contributions made by the named executive officer and CME Group. "Aggregate Earnings" represent amounts earned on contributions made in 2023 as well as prior contributions. Such earnings are not included in the Summary Compensation Table because they were not above market.

  162. Potential payments upon termination or change-in-control

    Potential payments upon termination or change-in-control We have an employment agreement in place with Mr. Duffy. The contractual commitments under this agreement are summarized below. For our named executive officers other than Mr. Duffy, their employment relationships are governed by our policies and practices that we have in place for other employees from time to time, including members of senior management. In addition, as described on page 89, we entered into a retirement agreement with Mr. Pietrowicz in November 2023. Estimated termination payments to our named executive officers under any employment agreement and general policies are shown in the table beginning on page 91.

  163. Potential payments to named executive officers

    Potential payments to named executive officers The following table sets forth the estimated benefits and payments upon termination of our named executive officers as of year-end 2023, under various circumstances. These payments assume a termination or change of control effective upon December 31, 2023 in accordance with their contractual provisions in effect at such time. Unless otherwise specified, payments and benefits that would be generally available to all employees, including accrued benefits, are not included in the amounts below.

  164. 2023 Potential Payments to Named Executive Officers

    2023 Potential Payments to Named Executive Officers

  165. 2023 Potential Payments to Named Executive Officers

    | | 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 | — | 27,301,131 | 27,301,131 | 27,301,131 | 27,301,131 | 27,301,131 | 27,301,131 | | Continuation of Health & Welfare Benefits 4 | — | 193,832 | 193,832 | 193,832 | 193,832 | — | — | | Other Accrued Pay and Benefits 5 | — | — | — | — | — | 7,907,600 | 7,907,600 | | Total: | — | 27,494,963 | 31,494,963 | 31,494,963 | 31,494,963 | 35,208,731 | 35,208,731 | | Lynne C. Fitzpatrick | | | | | | | | | Total Cash Severance 1 | — | — | — | 661,538 | 661,538 | — | — | | Value of Equity Subject to Accelerated Vesting 2,3 | — | — | — | 160,688 | 2,915,336 | 2,915,336 | 2,915,336 | | Continuation of Health & Welfare Benefits 4 | — | — | — | 21,354 | 21,354 | — | — | | Other Accrued Pay and Benefits 5 | — | — | — | — | — | 786,959 | 786,959 | | Total: | — | — | — | 843,580 | 3,598,228 | 3,702,295 | 3,702,295 | | Julie Holzrichter | | | | | | | | | Total Cash Severance 1 | — | — | — | 868,269 | 868,269 | — | — | | Value of Equity Subject to Accelerated Vesting 2,3 | — | 2,604,911 | — | 1,592,136 | 6,205,961 | 6,205,961 | 6,205,961 | | Continuation of Health & Welfare Benefits 4 | — | — | — | 7,194 | 7,194 | — | — | | Other Accrued Pay and Benefits 5 | — | — | — | — | — | 1,037,873 | 1,037,873 | | Total: | — | 2,604,911 | — | 2,467,599 | 7,081,424 | 7,243,834 | 7,243,834 | | Derek L. Sammann | | | | | | | | | Total Cash Severance 1 | — | — | — | 868,269 | 868,269 | — | — | | Value of Equity Subject to Accelerated Vesting 2,3 | — | 2,495,399 | — | 1,432,712 | 5,897,853 | 5,897,853 | 5,897,853 | | Continuation of Health & Welfare Benefits 4 | — | — | — | 19,906 | 19,906 | — | — | | Other Accrued Pay and Benefits 5 | — | — | — | — | — | 1,037,873 | 1,037,873 | | Total: | — | 2,495,399 | — | 2,320,887 | 6,786,028 | 6,935,726 | 6,935,726 | | Sunil K. Cutinho | | | | | | | | | Total Cash Severance 1 | — | — | — | 949,038 | 949,038 | — | — | | Value of Equity Subject to Accelerated Vesting 2 | — | — | — | 2,352,402 | 6,052,644 | 6,052,644 | 6,052,644 | | Continuation of Health & Welfare Benefits 4 | — | — | — | 24,984 | 24,984 | — | — | | Other Accrued Pay and Benefits 5 | — | — | — | — | — | 1,037,873 | 1,037,873 | | Total: | — | — | — | 3,326,424 | 7,026,666 | 7,090,517 | 7,090,517 |

  166. 2023 Potential Payments to Named Executive Officers

    | 90 | CME GROUP | 2024 PROXY STATEMENT |

  167. 2023 Potential Payments to Named Executive Officers

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  168. 2023 Potential Payments to Named Executive Officers

    | | Termination Due to: | | | | | | | | | Involuntary for Cause | Voluntary | Voluntary for Good Reason | Involuntary Not for Cause | Change In Control | Death | Disability | | John W. Pietrowicz 6 | | | | | | | | | Total Cash Severance 1 | — | — | — | — | — | — | — | | Value of Equity Subject to Accelerated Vesting 2 | — | 4,670,266 | — | — | — | — | — | | Continuation of Health & Welfare Benefits 4 | — | — | — | — | — | — | — | | Other Accrued Pay and Benefits 5 | — | 1,220,142 | — | — | — | — | — | | Total: | — | 5,890,408 | — | — | — | — | — |

  169. 2023 Potential Payments to Named Executive Officers

    1Cash severance represents contractual amount for Mr. Duffy in accordance with his employment agreement. Cash severance for Ms. Fitzpatrick, Ms. Holzrichter, Mr. Sammann and Mr. Cutinho is pursuant to the terms of our severance plan for eligible terminations in effect as of December 31, 2023. There is no amount shown for Mr. Pietrowicz as values displayed related only to benefits received pursuant to his retirement agreement, pursuant to which he did not receive cash severance. 2Amounts shown for the "Value of Equity Subject to Accelerated Vesting" are based on the applicable stock plan, severance plan and contractual provisions in place and include accelerated vesting of outstanding restricted stock and continued vesting of performance shares as applicable. For purposes of this analysis, for performance awards tied to performance periods ending on or before December 31, 2023, the actual number of shares earned was used in the calculations for applicable scenarios; for outstanding performance awards tied to performance beyond 2023, the target number of shares was used in the calculations. Unless specifically provided for in contractual agreements or in the case of an approved retirement as described on page 89, outstanding performance awards do not receive continued vesting or accelerated vesting in the case of involuntary termination. The compensation committee approved an amendment to the Omnibus Stock Plan to change vesting in the event of a change in control from a "single trigger" provision to a "double trigger" provision, effective for awards granted after March 1, 2024. The CME Group Inc. Fourth Amended and Restated Omnibus Stock Plan was filed with the SEC on a Current Report on Form 8-K on March 7, 2024. The values were determined using the closing price on December 29, 2023 of $210.60. 3Amounts shown for the "Value of Equity Subject to Accelerated Vesting" for voluntary termination for Ms. Holzrichter and Mr. Sammann include the retirement vesting treatment for outstanding shares detailed on page 89 given they met the age and service requirement as of December 31, 2023 (note: other conditions would also apply). Ms. Fitzpatrick and Mr. Cutinho were not eligible for the retirement vesting provision based on their age and service as of December 31, 2023. The amounts shown for Mr. Pietrowicz are pursuant to his retirement agreement. 4Amounts shown for the "Continuation of Health and Welfare Benefits" reflect our contractual agreement with Mr. Duffy and benefits provided under the severance plan for the other named executive officers in effect during 2023. Mr. Pietrowicz does not participate in the company's medical plans and therefore is not eligible for continued coverage through COBRA. Mr. Duffy's continuing benefits do not reflect the additional amounts that CME Group may incur in connection with the self-insurance of certain benefits as previously described because such amounts were granted for the purposes of providing Mr. Duffy with life insurance benefits based on three times base salary. 5Amounts shown for the "Other Accrued Pay and Benefits" in event of death or disability include accrued annual bonus payments pursuant to our annual bonus plan based on actual annual bonus amounts for 2023. 6Mr. Pietrowicz retired from the company on December 31, 2023. Benefits received in connection with his retirement and pursuant to his agreement are included above and discussed in more detail under Pietrowicz Retirement Agreement on page 89.

  170. Chief Executive Officer pay ratio

    Chief Executive Officer pay ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, for 2023: •the median annual total compensation of our employees (other than Mr. Duffy, who serves in the role of Chief Executive Officer) was $157,285; •the annual total compensation of Mr. Duffy, as reported in the Summary Compensation Table, was $23,468,000; and •as a result, the annual total compensation of Mr. Duffy is estimated to be 149 times that of the median annual total compensation of our employees (other than Mr. Duffy). Consistent with past methodology, we selected a measurement date of December 31, 2023, our fiscal year-end. As of that date, our global employee population including interns consisted of approximately 3,565 staff, with 62% (approximately 2,200) of these employees working in the United States and the remaining 38% (approximately 1,365) working in our various non-U.S. locations (Australia, Brazil, Canada, China, France, Hong Kong, India, Japan, Mexico, Netherlands, Singapore, South Korea, Sweden, Switzerland, and the United Kingdom).

  171. Chief Executive Officer pay ratio

    | 2024 PROXY STATEMENT | CME GROUP | 91 |

  172. Chief Executive Officer pay ratio

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  173. Chief Executive Officer pay ratio

    Under the "de minimis exemption" adjustment permitted under the SEC rules, the following countries and employee counts were excluded from our median employee determination: Australia (5), Brazil (4), Canada (1), China (2), France (1), Hong Kong (23), Japan (10), Mexico (1), Netherlands (14), South Korea (5), Sweden (1) and Switzerland (2). Our employee population, after taking the "de minimis exemption" into account, consisted of approximately 3,495 individuals. To determine the median employee, our calculation approach aggregates actual base salary earnings, overtime earnings paid for eligible employees, annual bonus awards earned and the grant date value of any equity awards granted in the relevant year. The sum of these amounts represents our "consistently applied compensation measure," used in identifying the median employee. We do not apply a cost of living adjustment to the data. The total annual compensation for the "median employee" was determined using the Summary Compensation Table methodology, which included the change in pension value for the median employee and 401(k) contributions made by the company in 2023. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have differing employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  174. Pay versus performance disclosure

    Pay versus performance disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we provide the following disclosure regarding executive compensation for our principal executive officer (PEO) and Non-PEO named executive officers (NEOs) and company performance for the fiscal years listed below. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  175. Pay Versus Performance

    Pay Versus Performance

  176. Pay Versus Performance

    | 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 ($) | Peer Group TSR ($) | | | | 2023 | $23,468,000 | $34,175,281 | $3,803,969 | $4,637,219 | $122.76 | $146.25 | $3,226 | $3,573 | | 2022 | 22,943,077 | 12,471,976 | 3,408,739 | 1,212,892 | 93.50 | 119.32 | 2,691 | 3,088 | | 2021 | 22,924,737 | 26,891,265 | 3,321,407 | 4,505,841 | 121.26 | 137.19 | 2,637 | 2,583 | | 2020 | 16,118,467 | 12,115,067 | 3,046,801 | 1,882,475 | 93.66 | 117.54 | 2,106 | 2,572 |

  177. Pay Versus Performance

    1Terrence A. Duffy was our PEO for each year presented. The individuals comprising the Non-PEO named executive officers for each year presented are listed below.

  178. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | | John W. Pietrowicz | John W. Pietrowicz | John W. Pietrowicz | Lynne C. Fitzpatrick | | Kevin D. Kometer | Kevin D. Kometer | Julie Holzrichter | Julie Holzrichter | | Julie Holzrichter | Julie Holzrichter | Sean P. Tully | Derek L. Sammann | | Sunil K. Cutinho | Sunil K. Cutinho | Sunil K. Cutinho | Sunil K. Cutinho | | | | | John W. Pietrowicz |

  179. Pay Versus Performance

    2The amounts shown for "Compensation Actually Paid" have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the company's NEOs. These amounts reflect the "Summary Compensation Table Total" with certain adjustments as described in footnote 3 below.

  180. Pay Versus Performance

    | 92 | CME GROUP | 2024 PROXY STATEMENT |

  181. Pay Versus Performance

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  182. Pay Versus Performance

    3"Compensation Actually Paid" reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with Financial Accounting Standards Board ASC Topic 718. Amounts in the "Exclusion of Stock Awards" column are the amounts from the "Stock Awards" column set forth in the Summary Compensation Table. Amounts in the "Exclusion of Change in Pension Value" column reflect the amounts attributable to the "Change in Pension Value" reported in the Summary Compensation Table. Amounts in the "Inclusion of Pension Service Cost" are based on the service cost for services rendered during the listed year.

  183. Pay Versus Performance

    | 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 ($) | Compensation Actually Paid to Terrence A. Duffy ($) | | 2023 | 23,468,000 | (55,146) | (12,594,380) | 24,427 | 23,332,380 | 34,175,281 | | 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 |

  184. Pay Versus Performance

    | 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 3,803,969 | (65,419) | (2,082,032) | 21,610 | 2,959,091 | 4,637,219 | | 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 |

  185. Pay Versus Performance

    The amounts in the "Inclusion of Equity Values" in the tables above are derived from the amounts set forth in the following tables:

  186. Pay Versus Performance

    | 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 ($) | | 2023 | 6,481,849 | 10,556,378 | 6,294,153 | 0 | 0 | 0 | 23,332,380 | | 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 |

  187. Pay Versus Performance

    | 2024 PROXY STATEMENT | CME GROUP | 93 |

  188. Pay Versus Performance

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  189. Pay Versus Performance

    | 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 ($) | | 2023 | 1,547,777 | 1,525,158 | 0 | 148,101 | (261,945) | 0 | 2,959,091 | | 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 |

  190. Pay Versus Performance

    4The "Peer Group TSR" set forth in this table utilizes a custom group of peer companies, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the company and in the custom group of peer companies used in our performance graph, respectively. The custom peer group consists of: Cboe Global Markets Inc, Deutsche Boerse Ag, Intercontinental Exchange Inc, London Stock Exchange Group Plc and Nasdaq Inc. Historical stock performance is not necessarily indicative of future stock performance. 5We determined cash earnings to be the most important financial performance measure used to link company performance to "Compensation Actually Paid" to our PEO and Non-PEO NEOs in 2023. More information about cash earnings can be found in the annual bonus section of the Compensation Discussion and Analysis beginning on page 64. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  191. Pay Versus Performance

    | 94 | CME GROUP | 2024 PROXY STATEMENT |

  192. Pay Versus Performance

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  193. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TOTAL SHAREHOLDER RETURN

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TOTAL SHAREHOLDER RETURN The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company's and Peer Group's cumulative TSR over the four most recently completed fiscal years.

  194. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the four most recently completed fiscal years.

  195. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME

    | 2024 PROXY STATEMENT | CME GROUP | 95 |

  196. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  197. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND CASH EARNINGS

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND CASH EARNINGS The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Cash Earnings during the four most recently completed fiscal years.

  198. Fees and compensation plans for CME Group non-executive directors

    | DIRECTOR COMPENSATION | TABLE OF CONTENTS |

  199. 2023 Director Compensation Table

    2023 Director Compensation Table

  200. 2023 Director Compensation Table

    | Director | Fees Earned or Paid in Cash 1 | Stock Awards 2 | All Other Compensation | Total | | Kathryn Benesh3 | $69,417 | $145,080 | $— | $214,497 | | Timothy S. Bitsberger | 180,000 | 145,080 | — | 325,080 | | Charles P. Carey4 | 61,010 | 240,070 | 10,000 | 311,080 | | Dennis H. Chookaszian5 | 49,583 | — | — | 49,583 | | Elizabeth A. Cook | 125,000 | 145,080 | — | 270,080 | | Michael G. Dennis | 120,000 | 145,080 | — | 265,080 | | Bryan T. Durkin | 114,000 | 145,080 | — | 259,080 | | Ana Dutra5 | 54,583 | — | — | 54,583 | | Harold Ford Jr.3 | 62,417 | 145,080 | — | 207,497 | | Martin J. Gepsman | 132,000 | 145,080 | — | 277,080 | | Larry G. Gerdes6 | 83,426 | 240,070 | — | 323,496 | | Daniel R. Glickman 4 | 117,938 | 145,080 | 10,000 | 273,018 | | William W. Hobert | 73,010 | 240,070 | — | 313,080 | | Daniel G. Kaye | 156,000 | 145,080 | — | 301,080 | | Phyllis M. Lockett | 161,000 | 145,080 | — | 306,080 | | Deborah J. Lucas | 138,000 | 145,080 | — | 283,080 | | Patrick W. Maloney | 107,000 | 145,080 | — | 252,080 | | Patrick J. Mulchrone | 114,000 | 145,080 | — | 259,080 | | Terry L. Savage | 119,000 | 145,080 | — | 264,080 | | Rahael Seifu | 119,000 | 145,080 | — | 264,080 | | William R. Shepard | 113,417 | 145,080 | — | 258,497 | | Howard J. Siegel | 61,010 | 240,070 | — | 301,080 | | Dennis A. Suskind6 | 194,583 | 145,080 | — | 339,663 | | Robert J. Tierney Jr. | 123,000 | 145,080 | — | 268,080 |

  201. 2023 Director Compensation Table

    1The amounts reflected in the "Fees Earned or Paid in Cash" consist of annual cash stipends, cash payments made due to share rounding of the stock award(s), annual board committee retainers, annual retainers for the committee chairs, and functional committee meeting fees. This value includes any amounts deferred under our Director Deferred Compensation Plan. 2The amounts reflected in the "Stock Awards" column reflect the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board ASC Topic 718. See note 15 of the notes to consolidated financial statements of CME Group Inc. and subsidiaries in our 2023 Annual Report on Form 10-K for more details on the assumptions made in the valuation of stock awards. The value displayed in the table reflects one annual award made to our directors in June 2023. The stock awards were calculated using the closing price June 26, 2023 of $178.89. The awards are not subject to any vesting restrictions. Awards in excess of $145,080 are due to the director's election to receive additional shares in lieu of all or a portion of his or her annual cash stipend. No other awards were made to our non-executive board members in 2023. See the table entitled Directors, Director Nominees and Named Executive Officers on page 101 for the complete stock ownership of our board members.

  202. 2023 Director Compensation Table

    | 98 | CME GROUP | 2024 PROXY STATEMENT |

  203. 2023 Director Compensation Table

    | TABLE OF CONTENTS | DIRECTOR COMPENSATION |

  204. 2023 Director Compensation Table

    3Elected to the board in May 2023. 4Messrs. Carey and Glickman are eligible for a $10,000 annual stipend for participation as a member of our Agricultural Markets Advisory Council. 5Retired from the board in May 2023. 6During 2023, Mr. Gerdes served as our independent Lead Director through May 3rd. On May 3, 2023, Mr. Suskind was appointed as our independent Lead Director.

  205. Directors, director nominees and named executive officers

    Directors, director nominees and named executive officers

  206. Directors, director nominees and named executive officers

    | | Class of Common Stock | | | | | | Name of Beneficial Owner 1 | A | B-1 | B-2 | B-3 | B-4 | | Terrence A. Duffy 2 | 82,191 | 1 | — | — | 1 | | Kathryn Benesh | 811 | — | — | — | — | | Timothy S. Bitsberger | 10,841 | — | — | — | — | | Charles P. Carey 3 | 10,348 | — | — | — | — | | Elizabeth A. Cook 4 | 19,261 | — | — | 1 | — | | Sunil K. Cutinho | 25,495 | — | — | — | — | | Michael G. Dennis 5 | 2,868 | — | — | — | — | | Bryan T. Durkin | 62,452 | — | — | — | — | | Lynne C. Fitzpatrick | 13,785 | — | — | — | — | | Harold Ford Jr. | 811 | — | — | — | — | | Martin J. Gepsman 6 | 24,719 | — | — | 1 | 1 | | Larry G. Gerdes | 39,414 | — | — | — | — | | Daniel R. Glickman 7 | 16,758 | — | — | — | — | | Julie Holzrichter | 34,206 | — | — | — | — | | William W. Hobert 8 | 124,482 | 2 | 6 | 7 | — | | Daniel G. Kaye | 3,420 | — | — | — | — | | Phyllis M. Lockett | 3,420 | — | — | — | — | | Deborah J. Lucas | 4,108 | — | — | — | — | | Patrick W. Maloney | 2,818 | — | 1 | — | — | | Patrick J. Mulchrone9 | 52,205 | 1 | 1 | 1 | 1 | | John W. Pietrowicz10 | 53,232 | — | — | — | — | | Derek L. Sammann11 | 28,955 | — | — | — | — | | Terry L. Savage 12 | 19,941 | — | — | — | — | | Rahael Seifu | 2,814 | — | — | — | — | | William R. Shepard 13 | 255,382 | 5 | 5 | 2 | 1 | | Howard J. Siegel 14 | 77,548 | 1 | — | 1 | — |

  207. Directors, director nominees and named executive officers

    | 100 | CME GROUP | 2024 PROXY STATEMENT |

  208. Directors, director nominees and named executive officers

    | TABLE OF CONTENTS | OWNERSHIP OF CME GROUP COMMON STOCK |

  209. Directors, director nominees and named executive officers

    | | Class of Common Stock | | | | | | Name of Beneficial Owner 1 | A | B-1 | B-2 | B-3 | B-4 | | Dennis A. Suskind | 3,167 | — | — | — | — | | Robert J. Tierney Jr.15 | 12,420 | 1 | 2 | 1 | 1 |

  210. Directors, director nominees and named executive officers

    1The address for all persons listed in the table is CME Group Inc., 20 South Wacker Drive, Chicago, IL 60606. 2Includes 495 Class A shares and 1 Class B-4 share to which Mr. Duffy shares joint ownership and has voting power. 3All Class A shares held in trust. 4Includes 19,241 Class A shares held in trust and 20 shares held in a joint account. 5Includes 41 Class A shares held in the name of Mr. Dennis' spouse. 6Includes 495 Class A shares and 1 Class B-4 share to which Mr. Gepsman shares joint ownership and has voting power. 7Includes 2,100 Class A shares held in trust. 8Mr. Hobert owns 84,482 Class A shares directly. He also owns 40,000 Class A shares, 2 Class B-1 shares, 6 Class B-2 shares and 7 Class B-3 shares, in each case held through a firm of which Mr. Hobert is a majority shareholder. 9Includes 25,000 shares held in the name of Mr. Mulchrone's spouse. 10Mr. Pietrowicz's ownership of Class A shares is shown as of the date of his retirement (December 31, 2023). 11Includes 12,239 shares held in trust and 7,022 shares held in the name of Mr. Sammann's spouse. 12All Class A shares held in trust. 13Includes 495 Class A shares and 1 Class B-4 share as to which Mr. Shepard shares joint ownership and has voting power. Includes 253,060 Class A shares held in trust. All Class B shares are held in trust. 14Includes 31,873 shares held in trust. 15Mr. Tierney owns one Class B-2 share through a firm of which he is the owner.

  211. DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (35 PERSONS) 1

    DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (35 PERSONS) 1

  212. DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (35 PERSONS) 1

    | Class of Common Stock | Total Shares | Percent of Class 2 | | Class A | 1,107,319 | 0.3% | | Class B-1 | 11 | 1.8% | | Class B-2 | 15 | 1.8% | | Class B-3 | 14 | 1.1% | | Class B-4 | 5 | 1.2% | | Total Classes (A & B) | 1,107,364 | 0.3% |

  213. DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (35 PERSONS) 1

    1Includes all directors and executive officers as of March 11, 2024. 2Based on 360,025,217 shares of Class A common stock; 625 shares Class B-1 common stock; 813 shares of Class B-2 common stock; 1,287 shares of Class B-3 common stock; and 413 shares of Class B-4 common stock outstanding as of March 11, 2024.

  214. DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (35 PERSONS) 1

    | 2024 PROXY STATEMENT | CME GROUP | 101 |

  215. DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (35 PERSONS) 1

    | OWNERSHIP OF CME GROUP COMMON STOCK | TABLE OF CONTENTS |