DEF 14A of BGC Group, Inc., Sep 30, 2025

DEF 14A of BGC Group, Inc.

Filed Sep 30, 2025 · FY20240001213900-25-093426

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board of Directors (the “Board” or the “Board of Directors”) is currently composed of six members. Our Board, upon recommendation of our independent directors, has nominated six persons for election as directors at the Annual Meeting. All of the nominees are currently members of our Board. Information with respect to the six nominees for election as directors is set forth below. All of the nominees are to be elected at the Annual Meeting and to serve until their successors are duly elected and qualified. All of the nominees listed below are expected to serve as directors if they are elected. If any nominee should decline or be unable to accept such nomination or to serve as a director (an event which our Board does not now expect), our Board reserves the right to nominate another person or to vote to reduce the size of our Board. In the event another person is nominated, the proxy holders intend to vote the shares to which the proxy relates for the election of the person nominated by our Board. There is no cumulative voting for directors.

  2. INFORMATION ABOUT OUR DIRECTORS

    INFORMATION ABOUT OUR DIRECTORS

  3. INFORMATION ABOUT OUR DIRECTORS

    | Name | Age | Director Since | Biographies | | Stephen M. Merkel | 67 | 2025 | Mr. Merkel has been a director of our Company since February 2025 and serves as Chairman of our Board. Mr. Merkel has served as our Executive Vice President and General Counsel since 2001. Mr. Merkel is Executive Vice Chairman, Executive Managing Director, and General Counsel for the Cantor Fitzgerald, L.P. (“Cantor”) group of companies, including Cantor, which is our parent, CF Group Management, Inc. (“CFGM”), which is also our parent, and Cantor Fitzgerald & Co (“CF&Co”). He has served as Newmark Group, Inc.’s (“Newmark”) Chief Legal Officer and Executive Vice President since 2019. CF&Co and Newmark are subsidiaries of Cantor and are our affiliates. Since February 2025, Mr. Merkel has served as a director of Newmark and as Chairman of Newmark’s board of directors. Mr. Merkel also holds offices at and provides services to various other affiliates of Cantor and provides services to BGC’s and Newmark’s operating partnerships and subsidiaries, as applicable. Prior to joining Cantor in 1993, Mr. Merkel was Vice President and Assistant General Counsel at Goldman Sachs & Co., dedicated to the J. Aron Division, and prior to that, he was an associate with the law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Prior to that, he was a law clerk for the Honorable Irving R. Kaufman of the U.S. Court of Appeals for the Second Circuit. Mr. Merkel received a Bachelor’s degree with a major in History and Sociology of Science from the University of Pennsylvania and received his law degree from the University of Michigan Law School. | | Brandon G. Lutnick | 27 | 2025 | Mr. Brandon G. Lutnick has been a director of our Company since February 2025. Mr. Brandon Lutnick is Chief Executive Officer and Chairman of Cantor and our affiliate Cantor Fitzgerald Securities, and Chief Executive Officer of CFGM. Mr. Brandon Lutnick joined Cantor in 2022 and prior to becoming Chief Executive Officer and Chair worked in the Office of the Chairman, managing strategy and overseeing other special projects relating to Cantor and its affiliates. Mr. Brandon Lutnick has also served as the Chairman and Chief Executive Officer of Cantor’s special purpose acquisition companies, commonly referred to as SPACs, including our affiliates Cantor Equity Partners, Inc. and Cantor Equity Partners I, Inc. since 2024, and Cantor Equity Partners II, Inc., Cantor Equity Partners III, Inc., Cantor Equity Partners IV, Inc. and Cantor Equity Partners V, Inc. since 2025. Mr. Brandon Lutnick joined Cantor in 2022 in equity sales and trading. Prior to his positions at Cantor, Mr. Brandon Lutnick began his career as a Credit Analyst at Oak Hill Advisors, L.P. In 2021, Mr. Brandon Lutnick graduated from Stanford University with a Bachelor’s degree in Symbolic Systems. Mr. Brandon Lutnick is the son of our former Chairman and Chief Executive Officer, Mr. Howard W. Lutnick. |

  4. INFORMATION ABOUT OUR DIRECTORS

    | Name | Age | Director Since | Biographies | | Linda A. Bell | 66 | 2013 | Dr. Bell has been a director of our Company since July 2013. Dr. Bell is currently the Claire Tow Professor of Economics and Provost Emerita of Barnard College, Columbia University, which she previously served as Provost and Dean of Faculty since 2012. Prior to joining Barnard, Dr. Bell was the Provost and John B. Hurford Professor of Economics at Haverford College from 2007 to 2012 and a member of the faculty since 1992. Prior to her tenure at Haverford, Dr. Bell held visiting faculty appointments at Stanford University; the University of California, San Diego; the John F. Kennedy School of Government at Harvard University; and the Woodrow Wilson School of Public Administration at Princeton University and has taught at the Leonard N. Stern School of Business at New York University. Dr. Bell has also served as a research fellow at the Institute for the Study of Labor (IZA) in Bonn, Germany since 2003, and as a senior consultant for the labor practice group of the National Economic Research Associates since 2006. Dr. Bell holds a Ph.D. in Economics from Harvard University. | | David P. Richards | 73 | 2017 | Mr. Richards has been a director of our Company since December 2017. Mr. Richards is the Chairman of Prodrive Holdings Ltd., a British motorsport and advanced engineering group, a position in which he has served since the firm’s founding in 1984. He previously served as Chairman of Aston Martin Lagonda Ltd., a British manufacturer of luxury sports cars, from 2007 until 2013, and as a non-executive director of BGC European GP Limited from May 2009 until June 2017. Mr. Richards currently serves in the role of Chairman of the U.K. governing body of the Motor Sports Association. In December 2023, Mr. Richards was appointed as Chairman of the Board of Trustees at the FIA Foundation, an international charity focused on issues in the automotive world. Mr. Richards previously served as a director of Phytome Life Sciences, a U.K. plant-based medical research company from 2019 to 2023. In the 2005 Queen’s New Year’s Honours, Mr. Richards was made a Commander of the British Empire (“CBE”) for his services to motorsport. Mr. Richards attended Brynhyfryd School in North Wales followed by five years of articles with a Liverpool firm of chartered accountants. He holds honorary doctorates and fellowships from the Universities of Wales, Coventry, Warwick and Cranfield. | | Arthur U. Mbanefo | 58 | 2021 | Mr. Mbanefo has been a director of our Company since October 2021. Since January 2023, Mr. Mbanefo has been the Managing Partner of Phoenix Merchant Partners LP, a merchant banking and private credit business, where he previously served in the same role from September 2019 until February 2020. From February 2020 to June 2022, Mr. Mbanefo was the Chief Investment Officer and Head of Principal Business and Asset Management for ORIX Corporation USA, the U.S. subsidiary of ORIX Corporation, a publicly owned, Tokyo-based international financial services company. In this role, he led investments across private equity, private credit and real estate, with a focus on the U.S. middle market. He was also an Advisory Director of the Board of ORIX Corporation USA. Mr. Mbanefo served as the Chief Investment Officer of Barclays Bank PLC from March 2017 until June 2019 where he was responsible for all the investment of the balance sheet of Barclays Bank PLC across corporate and investment banking, markets, pension and asset management, cards and payments. Prior to this role, he was a Head of Markets at Barclays from September 2015 to February 2017 and a Managing Director at the firm in |

  5. INFORMATION ABOUT OUR DIRECTORS

    | Name | Age | Director Since | Biographies | | | | | various market leadership roles from May 2009 to September 2015. Prior to Barclays, Mr. Mbanefo served as Chief Investment Officer and Chief Executive Officer of two alternative investment management firms. In addition, since May 23, 2022, he has been the Chairman of the advisory board of Datatailr Inc., a financial and data analytics and development firm. Mr. Mbanefo graduated with a Bachelor of Science with Honours from Loughborough University. He is also a Fellow Chartered Accountant. | | William Addas | 65 | 2023 | Mr. Addas has been a director of our Company since July 2023. From 2008 to 2023, Mr. Addas held numerous senior positions at BofA Securities, Inc., including Co-Head of Global Financial Institutions Group from 2021 to 2023, Co-Head of Americas Financial Institutions Group from 2019 to 2021, and Head of Specialty Finance from 2018 to 2019. From 2003 to 2008, he was a Managing Director and Head of Financial Technology and Specialty Finance at Deutsche Bank. From 2005 to 2006, he served on the board of Delta Financial Corp., a residential mortgage company. From 1996 to 2003, he was a Managing Director at Credit Suisse and Donaldson, Lufkin & Jenrette, a U.S. investment bank. From 1993 to 1996, he served as a Director of NatWest Markets Securities, a U.S. based broker-dealer. From 1984 to 1992, he practiced as an attorney at Manatt, Phelps, Phillips, Rothenberg and Tunney, where he was an Associate and later a Partner, and Wasserstein Perella, where he was an Associate. Since November 2024, Mr. Addas has been a member of the board of directors of Rithm Capital Corp. Mr. Addas holds a Bachelor of Arts from Brandeis University, and a Juris Doctor from the George Washington University Law School. |

  6. INFORMATION ABOUT OUR DIRECTORS

    The six nominees receiving a plurality of the Total Voting Power present in person or represented by proxy and entitled to vote on the election of directors will be elected as directors. Withheld votes and broker non-votes will have no effect on the election of directors.

  7. RECOMMENDATION OF OUR BOARD OF DIRECTORS

    RECOMMENDATION OF OUR BOARD OF DIRECTORS OUR BOARD OF DIRECTORS RECOMMENDS THAT ALL STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE SIX NOMINEES FOR DIRECTOR.

  8. Controlled Company Status

    Controlled Company Status Although we may qualify as a “controlled company” under the corporate governance rules of Nasdaq because Cantor and CFGM control the majority of our Total Voting Power, we have nevertheless currently opted to have, and our Corporate Governance Guidelines currently provide for, a majority independent board of directors and a compensation committee composed of independent directors, and our director nominees are also recommended for the Board’s selection by a majority of our independent directors, each as more fully described below. Our Amended and Restated Bylaws (“Bylaws”), however, prohibit us from relying on the exemptions provided to “controlled companies.” In the future, we may consider relying on all or a portion of the exemptions from these requirements provided to “controlled companies” under Nasdaq rules and we may choose to amend our Bylaws to permit us to rely on such exemptions.

  9. Independence of Directors

    Independence of Directors Our Board has determined that each of Dr. Bell and Messrs. Richards, Mbanefo and Addas qualifies as an “independent director” in accordance with the published listing standards of the Nasdaq Stock Market LLC (“Nasdaq”). The Nasdaq independence definition consists of a series of objective tests, including that the director is not an officer or employee of ours, our parent or a consolidated subsidiary, and has not engaged in various types of business dealings with us. In addition, as further required by Nasdaq rules, our Board has made a subjective determination with respect to each independent director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment by each such director in carrying out the responsibilities of a director. In making these determinations, our Board has reviewed and discussed information provided by the individual directors and us with regard to each director’s business and personal activities as they may relate to us and our management, including participation on any boards of other organizations in which other members of our Board are members.

  10. February 2025 Board of Directors and Executive Officers Changes

    February 2025 Board of Directors and Executive Officers Changes On February 18, 2025, Mr. Howard W. Lutnick (“Mr. H. Lutnick”) was confirmed by the United States Senate as the 41st Secretary of Commerce. Following his confirmation, on February 18, 2025, Mr. H. Lutnick stepped down as Chairman of the Board and Chief Executive Officer. On the same day, the Board appointed Mr. Brandon Lutnick, son of Mr. H. Lutnick, to serve as a member of the Board. Additionally, the Board appointed our Executive Vice President and General Counsel, Mr. Stephen M. Merkel to serve as a member of the Board and as Chairman of the Board and the Board appointed Messrs. John A. Abularrage, JP Aubin, and Sean A. Windeatt as Co-Chief Executive Officers and as the Principal Executive Officers of the Company following Mr. H. Lutnick’s departure.

  11. Overview of Compensation and Processes

    Overview of Compensation and Processes For 2024, executive compensation was composed of the following principal components: (i) a base salary, which was designed to retain talented executive officers and contribute to motivating and rewarding individual performance; (ii) an incentive bonus award under our Incentive Plan, that was intended to tie financial rewards to the achievement of our short- or longer-term performance objectives; and (iii) an incentive program under our Equity Plan, which was designed to promote the achievement of short- and long-term performance goals, and to align the long-term interests of our executive officers with those of our stockholders through the grant of awards. In all cases, performance objectives and goals relate to the performance of our executives at the Company and in the provision of services to our operating partnerships and subsidiaries. From time to time, we may also restructure the existing compensation arrangements of our executive officers. We may also adopt various policies or take actions related to or in addition to such restructurings, including with respect to the acceleration of the lapse of restrictions on restricted stock or acceleration of the vesting of RSUs. We may also issue potential extraordinary grants to executive officers which could be based on performance measures, including stock price increase or other measures to be specified. From time to time, we have also used employment agreements, change in control agreements, retention agreements, and other arrangements, including some with specified target or guaranteed bonus components, and extraordinary bonuses to attract, motivate and retain talented executives. Any such specific current arrangements with our executive officers are summarized under “Executive Compensation — Change of Control Agreements” and “Executive Compensation — Employment Agreements and Deeds of Adherence.” Our Compensation Committee, with the assistance where appropriate of special project committees or advisors, approves and recommends to our Board that it approve the salaries, bonuses and other compensation of our executive officers. In addition, the Committee approves grants to executive officers under and otherwise administers the Incentive Plan and the Equity Plan. From time to time, our Compensation Committee has engaged a compensation consultant in connection with its compensation decisions. With respect to 2024, Korn Ferry (the “Advisor”) advised the Committee. The Committee retained the Advisor to provide surveys, information, and other assistance with respect to pay practices and compensation levels at our peer group and other companies, and the Committee discussed with the Advisor all compensation arrangements for 2024. For 2024, the Committee and the Advisor also reviewed pay for performance considerations and metrics and other measures including GAAP and non-GAAP financial results, total revenues, total shareholder return, results and metrics of certain businesses such as those categorized within Fenics, progress with respect to strategic transactions and acquisitions, growth in margins, growth in market share and penetration of certain businesses, strategy and management responsibility, challenges and risk management, and other specific line items and measures in order to review performance and consider compensation awards. The Committee reviewed the Company’s total revenues as a key performance measure for 2024. The Committee and the Advisor reviewed additional performance metrics and goals for 2024, including the market penetration of the Company’s products and businesses in new geographies or markets, strategic acquisitions, joint ventures, and dispositions, and strategic hires or retention of key employees in competitive market conditions and considered various discretionary factors. The Committee reviewed this data with no particular weighting toward any specific metric or other factor. While the Committee does take into consideration peer data and percentiles, the Committee does not attempt solely to benchmark our executive compensation against any level, range, or percentile of compensation paid at any other companies, does not apply any specific measures of internal or external pay equity in reaching its conclusions, and does not employ tally sheets, wealth accumulation, or similar tools in its analysis. Our Compensation Committee considered whether the Advisor had any conflicts of interest in advising the Committee. In doing so, the Committee considered whether the Advisor had been providing services of any other nature to us; the amount of fees received from us by the Advisor; the policies and procedures adopted by the Advisor that have been designed to prevent conflicts of interest; whether any business or personal relationships existed between the consultants employed by the Advisor who worked on Company matters and any member of the Committee; whether any business or personal relationship existed between such consultants and any of our executive officers; and whether the Advisor or such consultants hold any of our Class A common stock. The Advisor is also providing similar services to Newmark. Upon evaluating such considerations, the Committee found no conflicts of interest in the Advisor advising the Committee. In attempting to strike an appropriate balance, our Compensation Committee seeks to provide our executive officers with an appropriately diversified mix of fixed and variable cash and non-cash compensation opportunities, time-based and performance-based awards, and short- and long-term incentives. In particular, our performance-based bonuses under our Incentive Plan have focused on a mix of Company-wide and product-specific operating and financial metrics, in some cases based upon our absolute performance and in other cases based upon our performance relative to our peer group or other companies. In addition, our Incentive Plan award opportunities provide for the exercise of discretion by the Committee to reduce, but not increase, amounts granted to our executive officers under the Incentive Plan, and to take individual as well as corporate performance into account in exercising that discretion. Further, the Committee retains the discretion to pay out any amounts finally awarded under the Incentive Plan in equity, rather than cash, and to include restrictions on vesting, resale and forfeiture in any such equity. Our policy for allocating between currently paid short- and long-term compensation is designed to ensure adequate base compensation to attract and retain talented executive officers, while providing incentives to maximize long-term value for our Company and our stockholders. Cash compensation is provided in the form of base salary to meet competitive salary norms and reward superior performance on an annual basis, and in the form of bonuses and awards for achievement of specific short-term goals or in the discretion of the Compensation Committee. Equity awards reward superior performance against specific objectives and long-term strategic goals and assist in retaining executive officers and aligning their interests with those of our Company and our stockholders. From time to time, we may provide additional equity awards on a periodic basis to reward superior performance, which awards may provide further long-term retention incentives. Base salaries for the following year are generally set for our executive officers at year-end meetings of our Compensation Committee or in the early part of the applicable year. At these meetings, the Committee also approves the incentive bonuses under our Incentive Plan and any discretionary bonuses for executive officers and grants of equity awards under our Equity Plan to our executive officers for the prior year.

  12. Overview of Compensation and Processes

    We provide long-term incentives to our executive officers through grants of equity awards which include restricted stock awards (“RSAs”), RSUs and other equity grants under our Equity Plan, with the number of awards determined by reference to the market price of a share of our Class A common stock on the date that the award was granted or such other date that awards to executive officers are made generally. Historically, grants under our Equity Plan that have had vesting provisions have had time-based, rather than performance-based, vesting schedules, although the plan is flexible enough to provide for performance-based vesting schedules. For compensation for fiscal year 2024 and historically in prior years, at or around the year-end, first quarter or second quarter Compensation Committee meetings, Mr. H. Lutnick, in his now-former roles as Chairman of the Board and Chief Executive Officer made compensation recommendations to the Committee with respect to the other executive officers. Such executive officers were not present at the time of these deliberations. The Committee has historically deliberated on compensation decisions with respect to all executive officers other than Mr. H. Lutnick in the presence of Mr. H. Lutnick, and separately in executive sessions with the Advisor as to all executive officers, including Mr. H. Lutnick, outside of the presence of Mr. H. Lutnick. With respect to the determination of compensation for executive officers, including historically for Mr. H. Lutnick, the Committee reviewed information from Mr. H. Lutnick as it deemed necessary or appropriate and the input from the Advisor, but ultimately the Committee made the sole determination of the compensation of all of our executive officers, including that of Mr. H. Lutnick during the periods where he served as an executive officer. Going forward, we expect that the Co-Chief Executive Officers will make compensation recommendations with respect to the executive officers for the Compensation Committee’s consideration, and the Compensation Committee will continue to maintain its process of deliberation and to make the sole determination of the compensation of our executive officers. During the first half of each fiscal year, it has been the practice of our Compensation Committee to establish annual incentive performance goals or guidelines for executive officers under the Incentive Plan, with the Committee retaining discretion to determine any bonuses earned at or after the end of the year. All executive officers in office at that time are eligible to participate in the Incentive Plan. In all cases, such performance measures relate to the performance of our executive officers at the Company and in the provision of services to our operating partnerships and subsidiaries.

  13. Equity Plan Awards

    Equity Plan Awards It is the Compensation Committee’s general policy to award RSUs and other equity awards (or partnership awards prior to the Corporate Conversion) to our executive officers in order to align their interests with those of our long-term investors and to help attract and retain qualified individuals. Our Equity Plan permits the Committee to grant restricted stock, stock options, stock appreciation rights, deferred stock such as RSUs, bonus stock, performance awards, dividend equivalents, and other stock-based awards, including, prior to the Corporate Conversion, to provide exchange rights for shares of our Class A common stock and cash settlement awards relating to BGC Holdings limited partnership units. Our Compensation Committee retains the right to grant a combination of forms of such awards under our Equity Plan to executive officers as it considers appropriate or to differentiate among executive officers with respect to different types of awards, however, the Committee has granted joint authority to Messrs. Abularrage, Aubin, and Windeatt, our Co-Chief Executive Officers, to grant awards to non-executive officer employees of our Company under the Equity Plan and to establish sub-plans for such persons.

  14. Retentive Nature of Equity Awards

    Retentive Nature of Equity Awards We consider our RSUs to be highly retentive due to the long-term vesting and forfeiture provisions relating to these awards. These awards contain extended vesting schedules which we consider to be highly retentive and that vary based upon compensation level and role, which in most cases are largely dependent upon continued service. Our executive officers currently hold much of their personal net worth in a combination of our equity-based awards in addition to stock held outright. Messrs. Merkel, Abularrage, Aubin, Windeatt and Hauf hold RSUs. As a result of the Corporate Conversion, our executive officers no longer hold any limited partnership units of BGC Holdings; however, Messrs. Hauf and Windeatt hold equity awards that are substitutes for the non-exchangeable limited partnership units of BGC Holdings that they held prior to the Corporate Conversion. Messrs. H. Lutnick and Merkel also hold partnership interests in Cantor, which through its and CFGM’s ownership of shares of our Class B common stock, controls approximately 66.1% of the Total Voting Power of the outstanding BGC common stock as of September 16, 2025.

  15. Tax and Accounting Treatment

    Tax and Accounting Treatment Our management and Compensation Committee recognize that we are subject to certain Financial Accounting Standards Board and SEC guidance on share-based awards and other accounting charges with respect to the compensation of our executive officers and other employees. However, our management and the Committee do not believe that these accounting charges should necessarily determine the appropriate types and levels of compensation to be made available. Where material to the Committee’s decisions, these accounting charges will be described in our compensation discussion and analysis, compensation tables and related narratives. Prior to the Corporate Conversion, the BGC Partners Compensation Committee granted equity and partnership awards to our executive officers in a variety of ways under the BGC Partners Compensation Plans, including restricted stock, RSUs, exchange rights, cash settlement awards, options and other equity grants under the BGC Partners Equity Plan and non-exchangeable limited partnership unit awards under the Participation Plan. Currently, after the Corporate Conversion, our Compensation Committee may grant equity awards to our executive officers in a variety of ways under the BGC Group Compensation Plans, including RSUs, RSAs, cash awards, options and other equity awards under our Equity Plan. Grants of such awards may have different accounting and tax treatments and may be reported differently in the compensation tables and related narratives depending on the type of award granted and how and when it is granted. For U.S. GAAP purposes, a compensation charge for PSUs, LPUs and similar limited partnership units, with no stated vesting schedule, was recognized at fair value on the date that an exchange right was granted to such units to acquire shares of Class A common stock, or such units were redeemed in connection with the issuance of shares of Class A common stock. Additionally, when the shares of Class A common stock were issued upon exchange or redemption, a U.S. federal income tax deduction was generally allowed equal to the fair market value of a share of our Class A common stock on the date of exchange or redemption. If shares of restricted stock granted are not subject to continued employment or service with us or any affiliate or subsidiary of ours, even if they are subject to compliance with our customary non-compete obligations, the grant-date fair value of the restricted stock will be expensed on the date of grant. Furthermore, equity-based compensation expense recognized under U.S. GAAP during the period, for equity-based awards with a stated vesting schedule, (including, prior to the Corporate Conversion, units with a stated schedule for the grant of exchange rights), is based on the value of the portion of equity-based payment awards that is ultimately expected to vest. The grant-date fair value of equity-based awards with a stated vesting schedule is amortized to expense ratably over the awards’ vesting periods. As this equity-based compensation expense recognized in the Company’s Consolidated Statements of Operations is based on awards ultimately expected to vest, it is reviewed for estimated forfeitures. Further, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In cases where actual forfeitures change original forfeiture assumptions, then an adjustment to previously recognized compensation cost and the related deferred tax asset will be recorded. For tax purposes, a U.S. federal income tax deduction is generally allowed on RSUs and restricted stock when restrictions lapse and vesting into shares of Class A common stock occurs. At that time, the Company will determine if there is any excess tax benefit or deficiency by reference to the current stock price in relation to the grant date fair value.

  16. Consideration of Peer Data for 2024 and Other Factors

    Consideration of Peer Data for 2024 and Other Factors As part of its compensation process, in addition to qualitative and strategic factors, the Compensation Committee considered various peer, financial and market metrics by reviewing the latest public financial information available at the time as compared with the disclosed growth of these same metrics for BGC’s traditional public peers, Compagnie Financière Tradition SA and TP ICAP Group plc, compared to the prior year. These metrics included total consolidated revenue, year-to-date share price and market capitalization changes, cumulative one, three, and five-year total shareholder return, changes in margins, and other financial measures including financial results and metrics of certain businesses such as those categorized within Fenics, and growth in market share and penetration of certain of our businesses. The Committee also reviewed the year-on-year growth of the Company’s inter-dealer broker market share as compared to its peers over the same time frame. The data indicated that growth in our total consolidated revenue outpaced industry peers over the time periods presented and change in growth in our share price outperformed our peer group in the aggregate over the prior five year period as presented. Performance data, including both financial and market data, are often reviewed by the Committee as presented by management and by the Advisor. As part of its compensation process, the Committee reviewed this peer data broadly and as part of its mix of factors, with no particular weighting toward any specific metric or other factor. Further, as discussed under “— Overview of Compensation and Processes,” while we use market data from peer companies as a reference point for evaluating our executive compensation program among other qualitative and quantitative factors, we do not benchmark against any specific compensation level or metric.

  17. Base Salary

    Base Salary Our executive officers receive base salaries or similar cash payments intended to reflect their skills, expertise and responsibilities. Subject to any applicable employment or other agreements, such payments and subsequent adjustments, if any, will be reviewed and approved by our Compensation Committee annually, based on a variety of factors, which may include, from time to time, a review of relevant salaries of executives at our peer group of companies and others and each executive officer’s individual performance for the prior year, including each executive officer’s experience and responsibilities. We generally establish base pay at levels comparable to our peer group and other companies which employ similarly skilled personnel, including CME Group, Inc., Compagnie Financière Tradition SA, Evercore Inc., Houlihan Lokey, Inc., Interactive Brokers Group, Inc., Intercontinental Exchange, Inc., Lazard Ltd., LPL Financial Holdings Inc., MarketAxess Holdings, Inc., Nasdaq, Inc., Oppenheimer Holdings Inc., Piper Sandler Companies, Raymond James Financial, Inc., The Charles Schwab Corporation, Stifel Financial Corp., TP ICAP Group plc, Tradeweb Markets Inc. and Virtu Financial, Inc. While we determine these levels by reviewing publicly available information with respect to our peer group of companies and others, we have not traditionally engaged in benchmarking against a certain market percentile or otherwise, either individually or in the aggregate.

  18. Incentive Plan Awards

    Incentive Plan Awards We generally intend to award performance-based compensation in the form of bonuses to our executive officers, including pursuant to the Incentive Plan. The Compensation Committee believes that such performance-based compensation appropriately aligns the interests of our executive officers with the interests of our stockholders. With respect to each performance period, our Compensation Committee specifies the applicable performance criteria and targets to be used under the Incentive Plan for that performance period. These performance criteria, which may vary from participant to participant, will be determined by the Committee and may be based upon one or more of the following performance measures and may be expressed on an absolute and/or relative basis and on a GAAP or non-GAAP basis: • pre-tax or after-tax net income; • pre-tax or after-tax operating income; • total or gross revenues or similar items; • profit, earnings or other margins; • stock price, dividends and/or total stockholder return; • EBITDA measures; • cash flow(s); • market share; • pre-tax or after-tax earnings per share; • pre-tax or after-tax operating earnings per share; • expenses; • return on investment or equity; • environmental, social, and governance, sustainability, or similar criteria; or • strategic business criteria, consisting of one or more objectives based upon meeting specific revenue, market penetration, or geographic business expansion goals, cost targets and goals relating to acquisitions or divestitures or any combination thereof or similar objectives or criteria as determined by the Compensation Committee. The actual Incentive Plan bonus paid to any given participant at the end of a performance period is based upon the extent to which the applicable performance goals for such performance period are achieved, subject to the exercise of negative discretion to determine bonuses based on such factors as the Compensation Committee determines, and may be paid in cash or in equity awards. These awards also serve as incentives for future performance and retention. In addition, from time to time, our Compensation Committee may provide for target or guaranteed bonuses in employment or other agreements in order to attract and retain talented executives, or may grant ad hoc discretionary bonuses when an executive officer is not eligible to participate in the Incentive Plan award opportunities for that performance period or when it otherwise considers such bonuses to be appropriate. Such bonuses may also be paid in cash or in equity awards.

  19. Incentive Plan Bonus Goals for 2024

    Incentive Plan Bonus Goals for 2024 In March 2024, our Compensation Committee determined that Messrs. H. Lutnick, Merkel, Windeatt and Hauf would be participating executives for 2024 in our Incentive Plan. In the case of our U.K.-based executive officer, Mr. Windeatt, the bonus award opportunities are governed by the Incentive Plan and administered by the Committee. For 2024, the Compensation Committee established performance criteria for all executive officers and determined that each individual would be eligible for the opportunity to be paid a bonus equal to the maximum value allowed for each individual pursuant to the terms of the Incentive Plan (i.e., $25 million) provided that (i) the Company achieved operating profits or Adjusted Earnings annually for 2024, as calculated on substantially the same basis as in the Company’s earnings release for the fiscal year ended December 31, 2023, (ii) the Company achieved improvement or percentage growth in gross revenue or total or net transaction volumes for any product for 2024 as compared to 2023 over any of its peer group members or other industry measures, as reported in the Company’s earnings release for the fiscal year ended December 31, 2024, in each case calculated on substantially the same basis as in the Company’s 2023 earnings release and compared to the most recently available peer group information or other industry measures, (iii) the Company increased its market penetration for any product or business into any new market or geography in 2024 as compared to 2023, (iv) the Company achieved the successful execution in 2024 of any material, significant, accretive, or strategic acquisition, entry into any joint venture, or disposition of any business or asset, (v) the Company achieved in 2024 the strategic hire or retention of key personnel in competitive market conditions, or (vi) the Company achieved in 2024 other strategic or significant performance as recognized by the Compensation Committee in its sole discretion (collectively, the “Performance Goals”). The Compensation Committee determined that the payment of any such bonus may be in the form of cash, shares of our Class A common stock, other equity awards permitted under our Equity Plan or otherwise. The Committee retained the right to reduce, in its sole and absolute discretion, the amount of any Incentive Plan bonus payment based upon any factors it determines, including whether and the extent to which the Performance Goals or any other corporate, as well as individual, performance objectives had been achieved.

  20. Incentive Plan Bonuses Awarded for 2024

    Incentive Plan Bonuses Awarded for 2024 On January 13, 2025, having determined that the Performance Goals established in the first quarter of 2024 had been met for 2024, our Compensation Committee made awards to the participating executive officers for 2024 under our Incentive Plan. The equity awards were granted using a stock price of $9.45 and provided a combination of short- and long-term incentives that align the Company’s financial performance with its executive compensation. In addition to short-term cash compensation awarded to the participating executives, the Committee awarded significant portions of the 2024 Incentive Plan awards to the participating executives in the form of equity awards, which included RSUs and RSUs-LLP (which are RSUs that have a three year cliff vesting and are specific to individuals that are members of the U.K. Partnership) in the case of Mr. Windeatt. By choosing to pay a portion of Messrs. Merkel’s, Windeatt’s, and Hauf’s award in equity, the Compensation Committee expects to incentivize our executive officers with respect to future performance and encourage ongoing contributions to management, our results and our existing and future businesses. The approval and issuance of the equity awards was effective April 1, 2025. In making its bonus determinations for 2024, our Compensation Committee considered various qualitative and quantitative compensation factors, including the Performance Goals, the retentive effect of the payment of appropriate compensation for each executive officer, and the Company’s financial performance as a whole and the performance of various business lines, including as compared to peer data. The impact of any of these measures during 2024 or beyond may materially impact the value of current and previous equity awards, thus aligning the interests of the executive officers with those of our stockholders. The Compensation Committee also considered the pay practices of the Company’s peer group and other companies, including a compensation survey prepared by, and advice from, the Advisor. The Compensation Committee reviewed specific compensation data provided by the Advisor relating to compensation practices at other people-based and brokerage businesses. The Compensation Committee also reviewed data provided by the Advisor relating to compensation and monetization of other executives departing public companies for public service. The specific Incentive Plan awards to our executive officers were as follows: • Mr. Howard W. Lutnick’s 2024 award consisted of an aggregate bonus of $14,000,000, all of which was paid in current cash compensation. The value of the bonus for Mr. H. Lutnick is the same as what Mr. H. Lutnick was awarded with respect to calendar year 2023. In exercising its discretion regarding the amount and form of this award, the Committee focused on Mr. H. Lutnick’s leadership efforts, strategic guidance and business initiatives as well as Mr. H. Lutnick’s historical leadership of the Company. In addition to this award, subject to and upon Mr. H. Lutnick being reported out favorably by the U.S. Senate Committee on Commerce, Science & Transportation in connection with his confirmation hearings, the Committee approved the acceleration of vesting of Mr. H. Lutnick’s then-outstanding 1,304,864 RSUs, less applicable taxes and withholdings. The event occurred, which resulted in the acceleration of the RSUs and net delivery of 583,274 shares of Class A common stock. • Mr. Merkel’s 2024 award consisted of an aggregate bonus of $1,750,000 and was paid (i) $1,062,500 in cash compensation; and (ii) $687,500 in a long-term award of 72,751 RSUs, granted using a stock price of $9.45 and which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. The aggregate value of the bonus for Mr. Merkel is $450,000 higher than what Mr. Merkel was awarded with respect to calendar year 2023. In exercising its discretion regarding the amount and form of this award, the Committee considered retention and his broad role in managing legal and regulatory issues during the year, his guidance on regulatory and other matters for new business initiatives and overall leadership on business, legal and regulatory matters in 2024, as well as his additional expected management responsibilities before and after Mr. H. Lutnick’s departure. • Mr. Windeatt’s 2024 award consisted of an aggregate bonus of £2,508,000 ($3,047,847 as of January 13, 2025) and was paid (i) £1,925,000 in current cash compensation; and (ii) £583,000 in a long-term award of 73,098 RSUs-LLP, granted using a stock price of $9.45 after application of a 2.5% adjustment for the U.K. Partnership administration fee, and which vest April 1, 2028, provided he remains a member in good standing of the U.K. Partnership on the vesting date and has complied at all times with his then-current Deed of Adherence with the U.K. Partnership and all other agreements with BGC and its affiliates, and that U.K. Partnership senior management has reasonably determined that he has at all times satisfactorily performed his duties for the U.K. Partnership, taking into account, inter alia, as applicable, his performance evaluation(s) and adherence to regulatory obligations, compliance requirements, and applicable law. Vesting of the long-term award is also contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. The RSUs-LLP reflect the revised design and terms of the U.K. Partnership structure generally based on current tax guidance. The aggregate value of the bonus for Mr. Windeatt is £750,000 higher than what Mr. Windeatt was awarded with respect to calendar year 2023. In exercising its discretion regarding the amount and form of this award, the Committee considered his responsibilities and duties including management of brokerage relationships and brokers, acquisitions and the Company’s financial performance, internal and external peer data, as well as his additional front-office and management responsibilities. • Mr. Hauf’s 2024 award of $750,000 was paid (i) $387,500 in current cash compensation; and (ii) $362,500 in a long-term award of 38,360 RSUs granted using a stock price of $9.45 and which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. The aggregate value of the bonus for Mr. Hauf is $100,000 higher than what Mr. Hauf was awarded with respect to calendar year 2023. In exercising its discretion regarding the amount and form of this award, the Committee considered his strong efforts in managing the financial reporting function and participation in acquisitions and strategy. For all compensation that relied upon converting U.S. dollars into pounds, the GBP FX exchange rate on January 13, 2025, the date that our Compensation Committee approved the 2024 year-end compensation, was used, which was 1.21525 USD to 1 GBP. In 2024, the Incentive Plan cash bonus for Messrs. H. Lutnick, Merkel, Windeatt, and Hauf as a percentage of the overall total compensation paid to them by BGC was approximately 93.33%, 38.64%, 60.01%, and 26.72%, respectively.

  21. Incentive Plan Bonus Goals for 2025

    Incentive Plan Bonus Goals for 2025 In April 2025, our Compensation Committee determined that Messrs. Merkel, Abularrage, Aubin, Windeatt and Hauf, our current executive officers, would be participating executives for 2025 in our Incentive Plan. For 2025, the Committee established performance criteria for all executive officers and determined that each individual would be eligible for the opportunity to be paid a bonus equal to the maximum value allowed for each individual pursuant to the terms of the Incentive Plan (i.e., $25 million) provided that (i) the Company achieves operating profits or Adjusted Earnings annually for 2025, as calculated on substantially the same basis as in the Company’s earnings release for the fiscal year ended December 31, 2024 (the “2024 earnings release”), (ii) the Company achieves improvement or percentage growth in gross revenue or total or net transaction volumes for any product for 2025 as compared to 2024 over any of its peer group members or other industry measures, as reported in the Company’s earnings release for the fiscal year ended December 31, 2025, in each case calculated on substantially the same basis as in the Company’s 2024 earnings release and compared to the most recently available peer group information or other industry measures, (iii) the Company increases its market penetration for any product or business into any new market or geography in 2025 as compared to 2024, (iv) the Company increases its revenue for any product or business so as to achieve greater diversification of its existing businesses in 2025 as compared to 2024, (v) the Company achieves the successful execution in 2025 of any material, significant, accretive, or strategic acquisition, entry into any joint venture, or disposition of any business or asset, (vi) the Company achieves in 2025 the strategic hire, retention or development of key personnel in competitive market conditions, or (vii) the Company achieves in 2025 other strategic or significant performance as recognized by the Committee in its sole discretion (collectively, the “2025 Performance Goals”). The 2025 Performance Goals, in each case, are expected to be reviewed by the Compensation Committee with no particular weighting toward any specific 2025 Performance Goal or other factor and are subject to any appropriate corporate adjustment to reflect stock splits, reverse stock splits, mergers, spin offs or any other extraordinary corporate transactions. As each of the Company’s executive officers also provides services to certain of our operating partnerships and subsidiaries, potential bonuses for 2025 are also on behalf of all such operating partnerships and subsidiaries, as may be applicable. The Compensation Committee determined that the payment of any such amount may be in the form of cash, shares of Class A common stock, or other equity awards permitted under our Equity Plan. To the extent determined to reflect the portion of an executive officer’s compensation related to services performed for a particular subsidiary, entity or affiliate, as noted above, the cost of compensation awarded under any of the BGC Group Compensation Plans shall be borne by such operating partnership or entity. The Committee, in its sole and absolute discretion, retains the right to reduce the amount of any Incentive Plan bonus payment based upon any factors it determines, including whether and the extent to which the 2025 Performance Goals or any other corporate, as well as individual, performance objectives have been achieved. The Committee further retains discretion to authorize bonuses and other awards to the participating executives regardless of whether or not such bonuses and awards are tax deductible under tax laws in effect at the time of such bonuses and awards.

  22. 2023 Actions Regarding Outstanding Awards

    2023 Actions Regarding Outstanding Awards On May 18, 2023, all of Messrs. Merkel’s and H. Lutnick’s BGC Holdings LPUs were redeemed or exchanged. See “— Compensation Actions Taken in Connection with the Corporate Conversion” and “— Former Standing Policy for Howard W. Lutnick” for a discussion of the treatment of partnership unit awards held by our executive officers in connection with the Corporate Conversion. On April 1, 2021, the Compensation Committee granted Mr. Windeatt 128,279 non-exchangeable BGC Holdings LPUs. Pursuant to the exchange rights schedule of the grant, on April 1, 2023, the 128,279 non-exchangeable BGC Holdings LPUs became immediately exchangeable. On June 8, 2023, the Company repurchased all of Mr. Windeatt’s 128,279 exchangeable BGC Holdings LPUs at a price of $4.79 per unit, which was the closing price of a share of our Class A common stock on June 8, 2023. See “— Compensation Actions Taken in Connection with the Corporate Conversion” for discussion of the impact of the Corporate Conversion on awards held by our executive officers then in office. On July 10, 2023, the Compensation Committee approved accelerating the vesting of 720,509 of the Company’s RSUs held by Mr. Windeatt (calculated based upon the closing price of the Company’s Class A common stock on July 10, 2023, which was $4.45) and the vesting of $780,333 of the RSU Tax Account held by Mr. Windeatt. Such RSUs and RSU Tax Account amount vested on July 12, 2023, and the total value of this transaction was approximately $3,986,600. Pursuant to the terms of the “NEW” awards previously approved by the Compensation Committee and issued to Mr. Windeatt in March 2020, Mr. Windeatt’s 135,514 non-exchangeable BGC Holdings LPU-NEWs and 27,826 non-exchangeable PLPU-NEWs (at the average determination price of $4.84 per unit) became exchangeable on March 2, 2022. On August 11, 2022, the Company repurchased 135,514 exchangeable BGC Holdings LPU-NEWs held by Mr. Windeatt at the price of $4.08 per unit, which was the closing price of our Class A common stock on August 11, 2022, and redeemed 27,826 exchangeable PLPU-NEWs held by Mr. Windeatt for $134,678, less applicable taxes and withholdings. Effective January 1, 2021, the Compensation Committee awarded 458,425 NLPUs and 246,844 NPLPUs to Mr. Windeatt, with the expectation of attributing twenty percent (20%) of such award, valued at £292,000, to compensation for each of 2020, 2021, 2022, 2023 and 2024. On March 14, 2022, the Committee approved the conversion of twenty percent (20%) of such NLPUs and NPLPUs into non-exchangeable BGC Holdings LPUs and PLPUs for each of calendar years 2020 through 2024. As a result, because such award was included for calendar years 2020 and 2021, forty percent (40%) of such award was converted in 2022. Prior to the Corporate Conversion, it was expected that 91,685 BGC Holdings NLPUs and 49,369 NPLPUs would be converted in each of 2023, 2024 and 2025. As a result of the Corporate Conversion, Mr. Windeatt received RSUs and RSU Tax Accounts in substitution for these units. When determining Mr. Windeatt’s compensation for 2022, 2023 and 2024, the Compensation Committee attributed £292,000 of compensation to him for each fiscal year in connection with such award.

  23. BGC Group Standing Policy

    BGC Group Standing Policy On July 1, 2023, in connection with the Corporate Conversion, the Board of Directors and Audit Committee of BGC Group approved the BGC Group standing policy, which provided Mr. H. Lutnick the same right, subject to certain conditions, to accept or waive opportunities that have previously been offered, or that may be offered in the future, to any other BGC Group executive officer to participate in (i) any opportunity to monetize or otherwise provide liquidity with respect to some or all of his BGC Group equity awards, or to accelerate the lapse of or eliminate any restrictions on transferability with respect to shares of BGC Group Class A common stock, as well as (ii) any opportunity to change or modify the terms of any equity interest or awards of BGC Group. Under the policy, Mr. H. Lutnick would be treated no less favorably than, and in proportion to, any other executive officer with respect to the change, right or modification of equity awards, which include, but are not limited to, opportunities (i) to have stock, RSUs, restricted stock or other equity or similar grants replaced by other stock or equity; (ii) to have stock awards, RSUs or equity received upon such replacement redeemed by BGC Group for cash; (iii) to accelerate the lapse of or eliminate any restrictions on transferability with respect to RSUs, restricted shares, equity grants or any similar stock or equity awards of Class A common stock; and (iv) to replace non-distributing equity units with distributing equity and replace any preferred equity with non-preferred equity. The policy may also include vesting or exchange of equity and the issuance of new shares, RSUs, RSAs, equity grants or any stock or equity awards. Under the policy, Mr. H. Lutnick would have the right to accept or waive in advance some or all of the foregoing offers of opportunities that the Company may offer to any other executive officer. In each case, Mr. H. Lutnick’s right to accept or waive any opportunity offered to him to participate in any such opportunity would be cumulative (and, accordingly, Mr. H. Lutnick would again have the right to accept or waive the opportunity to participate with respect to such portion previously waived if and when any additional opportunity is offered to any other executive officer) and be equal to the greatest percentage of shares of stock, RSUs, RSAs, equity grants or any similar stock or equity awards in BGC Group with respect to which any other executive officer has been or is offered with respect to all of such opportunities. As of February 18, 2025, the date that Mr. H. Lutnick stepped down from his positions with the Company, Mr. H. Lutnick no longer had awards for which he had previously waived monetization rights and for which he could have future monetization rights pursuant to the standing policy.

  24. Historical BGC Partners Standing Policy Prior to the Corporate Conversion

    Historical BGC Partners Standing Policy Prior to the Corporate Conversion In December 2010, as amended in 2013 and in 2017, the BGC Partners Audit Committee and Compensation Committee approved a standing policy that gave Mr. H. Lutnick the same right, subject to certain conditions, to accept or waive opportunities offered to other executive officers to monetize or otherwise provide liquidity with respect to some or all of their limited partnership units of BGC Holdings or to accelerate the lapse of or eliminate any restrictions on equity awards, and provided generally that Mr. H. Lutnick would be treated no less favorably than, and in proportion to, any other executive officer with respect to the change, right or modification of partnership or equity awards. The description of the standing policy prior to the Corporate Conversion was generally consistent with the existing policy except that it included partnership units, which are no longer outstanding following the Corporate Conversion. Mr. H. Lutnick historically has elected to waive his right to participate in most such opportunities under the standing policy. In connection with the Corporate Conversion, on May 18, 2023 the BGC Partners Compensation Committee approved the redemption of all of the non-exchangeable BGC Holdings units held by Mr. Merkel at that time. On May 18, 2023, Mr. Merkel’s 148,146 NPSU-CVs, 33,585 PSU-CVs, and 74,896 PSUs were redeemed for zero and an aggregate of 256,627 shares of Class A common stock were granted to Mr. Merkel, and 148,146 NPPSU-CVs with a total determination amount of $681,250 and 33,585 PPSU-CVs with a total determination amount of $162,500 were redeemed for an aggregate cash payment of $843,750. After deduction of shares of BGC Partners Class A common stock to satisfy applicable tax withholding through the surrender of shares of BGC Partners Class A common stock valued at $4.61 per share, Mr. Merkel received 196,525 net shares of Class A common stock. Since Mr. H. Lutnick had previously repeatedly waived his rights under the standing policy, as of May 18, 2023 his rights had accumulated for 7,879,736 non-exchangeable PSUs, and 103,763 non-exchangeable PPSUs with a determination amount of $474,195. Due to the May 18, 2023 monetization of all of Mr. Merkel’s then-remaining non-exchangeable BGC Holdings units, on such date Mr. H. Lutnick received additional incremental monetization rights for his then-remaining 3,452,991 non-exchangeable PSUs, and 1,348,042 non-exchangeable PPSUs with a determination amount of $6,175,805. In connection with the Corporate Conversion and, as a result of the monetization event for Mr. Merkel, on May 18, 2023 Mr. H. Lutnick elected to exercise in full his monetization rights under the standing policy, which he had previously waived in prior years. All of the non-exchangeable BGC Holdings units that Mr. H. Lutnick held at that time were monetized as follows: 11,332,727 PSUs were redeemed for zero and 11,332,727 shares of Class A common stock were granted to Mr. H. Lutnick, and 1,451,805 PPSUs with an aggregate determination amount of $6,650,000 were redeemed for an aggregate cash payment of $6,650,000. After deduction of applicable tax withholding through the surrender of shares of BGC Partners Class A common stock valued at $4.61 per share, Mr. H. Lutnick received 5,710,534 net shares of Class A common stock. On May 18, 2023, Mr. H. Lutnick also exchanged his then-remaining 520,380 exchangeable PSUs for 520,380 shares of Class A common stock. After deduction of applicable tax withholding through the surrender of shares of BGC Partners Class A common stock valued at $4.61 per share, Mr. H. Lutnick received 232,610 net shares of Class A common stock. In addition, on May 18, 2023, Mr. H. Lutnick’s then-remaining 1,474,930 non-exchangeable HDUs were redeemed for a cash capital account payment of $9,148,000, $2.1 million of which was paid by BGC Partners with the remainder paid by Newmark Group, Inc. As a result of the various transactions on May 18, 2023 described above, on May 18, 2023, Messrs. H. Lutnick and Merkel no longer held any limited partnership units of BGC Holdings.

  25. Compensation Actions Taken in Connection with the Corporate Conversion

    | Name and Position | Assumed RSUs (BGC Group Class A common stock)(2) | Assumed RSAs (BGC Group Class A common stock)(2) | Substitute RSUs (BGC Group Class A common stock)(3) | Substitute RSAs (BGC Group Class A common stock)(4) | Substitute Tax Account Awards (Cash) ($)(5) | | Mr. Howard W. Lutnick, former Chief Executive Officer and Chairman(1) | — | — | — | — | $— | | Mr. Stephen M. Merkel, Executive Vice President and General Counsel(1) | — | — | — | — | $— | | Mr. Sean A. Windeatt, Co-Chief Executive Officer and Chief Operating Officer | — | — | 930,547(6) | 398,439(7) | $1,292,575(8) | | Mr. Jason W. Hauf, Chief Financial Officer | — | — | 43,900(9) | — | $156,249 | | Executive Group | — | — | 974,447 | 398,439 | $1,448,824(10) | | Non-Executive Director Group | 62,193(11) | — | — | — | $— | | Non-Executive Officer Employee and Service Provider Group | 12,224,374 | 4,982,463 | 46,830,010 | 38,211,794 | $121,670,595 | | Total | 12,286,567 | 4,982,463 | 47,804,457 | 38,610,233 | $123,119,419 |

  26. Compensation Actions Taken in Connection with the Corporate Conversion

    ____________ (1) As a result of the May 18, 2023 redemption and exchange transactions described under “Compensation Discussion and Analysis — Former Standing Policy for Howard W. Lutnick,” all of the outstanding partnership units held by Messrs. H. Lutnick and Merkel were redeemed on that date, and neither held any partnership units at the closing of the Corporate Conversion. (2) Assumed RSUs and RSAs consist of BGC Group Equity Plan awards relating to BGC Partners RSUs and RSAs that were outstanding immediately prior to closing of the Corporate Conversion. In each case, such assumed BGC Group RSUs and RSAs have the same terms and conditions as were applicable to the BGC Partners awards to which they relate. (3) Substitute RSUs consist of BGC Group Equity Plan awards that replaced certain non-exchangeable BGC Holdings limited partnership units, including Grant Units, HD-Units, REUs, RPUs, PSUs, PSIs, PSEs, NPSU-CVs, and NPSUs, each as defined in the Corporate Conversion Agreement. The terms of the substitute RSUs vary depending upon the type of limited partnership unit that they replaced, in accordance with the terms of the Corporate Conversion Agreement. (4) Substitute RSAs consist of BGC Group Equity Plan awards that replaced certain non-exchangeable BGC Holdings limited partnership units, including LPU-NEWs, LPUs, NLPU-CVs, NLPU-NEWs, NLPUs, PLPUs, and NPLPUs, each as defined in the Corporate Conversion Agreement. The terms of the substitute RSAs vary depending upon the type of limited partnership unit that they replaced, in accordance with the terms of the Corporate Conversion Agreement. (5) Substitute cash Tax Account awards consist of BGC Group Equity Plan awards that replaced certain non-exchangeable BGC Holdings Preferred Units, including PPSUs, PPSIs, PPSEs, PREUs, PRPUs, NPPSU-CVs, and NPPSUs, each as defined in the Corporate Conversion Agreement. The terms of the substitute cash Tax Account awards vary depending upon the type of Preferred Unit that they replaced, in accordance with the terms of the Corporate Conversion Agreement. (6) Consists of (i) 673,570 RSUs that will vest on July 1, 2033, provided that Mr. Windeatt remains employed through such vesting date, and (ii) 256,977 RSUs that will vest on July 1, 2033, provided that Mr. Windeatt remains employed through such vesting date, and contingent upon BGC Group and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. See “Compensation Discussion and Analysis — 2023 Actions Regarding Outstanding Awards” for discussion of the accelerated vesting of certain of these RSUs on July 12, 2023. (7) Consists of (i) 239,990 RSAs that vested on April 1, 2025, and (ii) 158,449 RSAs that vested on April 1, 2024. (8) These substitute cash Tax Account awards relate to the substitute RSUs described in footnote (6) and are settled for cash to cover withholding taxes paid when the related RSUs vest. See “Compensation Discussion and Analysis — 2023 Actions Regarding Outstanding Awards” for discussion of the accelerated vesting of certain of these substitute Tax Account awards on July 12, 2023. (9) Consists of (i) 6,808 RSUs which will vest on July 1, 2033, provided that Mr. Hauf remains employed through such vesting date, and contingent upon BGC Group and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs, and (ii) 37,092 RSUs which will vest on July 1, 2033, provided that Mr. Hauf remains employed through such vesting date. See “Compensation Discussion and Analysis — 2025 Actions Regarding Outstanding Awards” for discussion of the accelerated vesting of certain of these RSUs on July 30, 2025. (10) These substitute cash Tax Account awards relate to the substitute RSUs described in footnote (9) and will be settled for cash to cover withholding taxes paid when the related RSUs vest. (11) Consists of assumed RSUs held by Dr. Bell and Messrs. Mbanefo and Richards.

  27. Pension Benefits

    Pension Benefits We do not currently provide pension arrangements or post-retirement health coverage for our employees in the U.S., although we may consider such benefits in the future. For our employees in the U.K., other than executives who are members of the U.K. Partnership, we provide a pension arrangement as required by law.

  28. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not provide any nonqualified deferred compensation plans to our employees, although we may consider such benefits in the future.

  29. Summary Compensation Table

    Summary Compensation Table

  30. Summary Compensation Table

    | (a) Name and Principal Position | (b) Year | (c) Salary ($) | (d) Bonus ($) | (e) Equity Awards (Related to Prior Periods) ($)(1)(2) | (f) Option Awards ($) | (g) Non-Equity Incentive Plan Compensation ($)(3) | (h) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | (i) All Other Compensation ($)(4) | (j) Total ($) | | Howard W. Lutnick, | 2024 | 1,000,000 | — | — | — | 14,000,000 | — | — | 15,000,000 | | Former Chairman of the Board of Directors and Chief Executive Officer | 2023 | 1,000,000 | — | 2,044,535 | — | 14,000,000 | — | — | 17,044,535 | | | 2022 | 1,000,000 | — | — | — | 12,000,000 | — | — | 13,000,000 | | Stephen M. Merkel, | 2024 | 1,000,000 | — | — | — | 1,750,000 | — | — | 2,750,000 | | Executive Vice President and General Counsel | 2023 | 1,000,000 | — | — | — | 1,300,000 | — | — | 2,300,000 | | | 2022 | 1,000,000 | — | — | — | 1,000,000 | — | — | 2,000,000 | | Sean A. Windeatt, | 2024 | 850,675(5) | — | — | — | 3,047,847(6) | — | | 3,898,522 | | Chief Operating Officer | 2023 | 896,630(5) | — | 1,220,725 | — | 2,251,822(6) | — | 420,002 | 4,789,179 | | | 2022 | 745,920(5) | — | — | — | 2,113,440 | — | — | 2,859,360 | | Jason W. Hauf, | 2024 | 700,000 | — | — | — | 750,000 | — | — | 1,450,000 | | Chief Financial Officer | 2023 | 700,000 | — | — | — | 650,000 | — | — | 1,350,000 | | | 2022 | 344,083(7) | — | — | — | 650,000 | — | — | 994,083 |

  31. Summary Compensation Table

    ____________ (1) Column (e) does not include BGC Holdings units that have previously appeared in the Summary Compensation Table as compensation in prior years and were reflected in column (g) of the table for each of those prior years at their full notional dollar values, or the monetization thereof. See “Compensation Discussion and Analysis — Former Standing Policy for Howard W. Lutnick,” “Compensation Discussion and Analysis — Compensation Actions Taken in Connection with the Corporate Conversion,” and “Compensation Discussion and Analysis — Transactions with and Modifications of Awards to Executive Officers” for a discussion of the monetization events relating to these previously reported units. (2) The 2023 amount of $2,044,535 under column (e) for Mr. H. Lutnick represents the aggregate fair value of the redemption of 443,500 BGC Holdings PSUs for zero and the issuance of 443,500 shares of BGC Class A common stock at $4.61 per share as a result of the May 18, 2023 exercise of Mr. H. Lutnick’s monetization rights under the standing policy. These 443,500 BGC Holdings PSUs were issued to Mr. H. Lutnick in connection with the monetization of long-term incentive awards originally issued to Mr. H. Lutnick in 2019 in the form of NPSUs, which were not previously included in column (g) at full notional value. They were included in the 11,332,727 BGC Holdings PSUs which were redeemed for zero and the 11,332,727 shares of BGC Class A common stock issued on May 18, 2023. The remaining 10,889,227 BGC Holdings PSUs which were redeemed had been issued to Mr. H. Lutnick in connection with previous year-end compensation grants under the BGC Incentive Plan and were previously included under column (g) at full notional value for the applicable period. See “Compensation Discussion and Analysis — Former Standing Policy for Howard W. Lutnick” for more information on the standing policy. The 2023 amount of $1,220,725 under column (e) for Mr. Windeatt represents the fair value of $1,218,494 of 275,055 RSUs issued to Mr. Windeatt on July 1, 2023 in connection with the Corporate Conversion and the incremental value of $2,231 in connection with their vesting on July 12, 2023. These RSUs were issued to Mr. Windeatt in exchange for certain long-term incentive awards in the form of former NLPUs granted to Mr. Windeatt in 2021, which were not previously included in column (g) at full notional value and converted into RSUs in connection with the Corporate Conversion. Column (e) does not include the other RSUs and/or RSAs issued to Messrs. Windeatt and Hauf in connection with the Corporate Conversion because they were issued in substitution of long-term incentive awards previously included in column (g) at full notional value. See “Compensation Discussion and Analysis — Compensation Actions Taken in Connection with the Corporate Conversion,” for more information. (3) The amounts in column (g) reflect the bonus awards to the named executive officers under our Incentive Plan. The awards represented in column (g) for 2024 were approved on January 13, 2025. The approval and issuance of the equity portions of the awards are effective as of April 1, 2025, reflecting a stock price of $9.45 per share. The awards represented in column (g) for 2023 were approved on March 7, 2024 with additional adjustments to Mr. Merkel’s award approved on March 22, 2024. The approval and issuance of the equity portions of the awards were effective April 1, 2024, reflecting a stock price of $8.43 per share. The awards represented in column (g) for 2022 were made on April 18, 2023 and reflected a stock price of $4.59 per share. For 2024, Mr. H. Lutnick’s Incentive Plan bonus for BGC was $14,000,000 paid in cash; Mr. Merkel’s Incentive Plan bonus for BGC was $1,750,000 paid $1,062,500 in cash and $687,500 in a grant of 72,751 RSUs which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs; Mr. Windeatt’s Incentive Plan bonus was $3,047,847 (£2,508,000) paid $2,339,356 (£1,925,000) in cash and a total of $708,491 (£583,000) in a grant of 73,098 RSUs-LLP (after application of a 2.5% adjustment for the U.K. Partnership administration fee) which vest on April 1, 2028 provided that, (a) he remains a member in good standing of the U.K. Partnership on the vesting date and has complied at all times with his then-current Deed of Adherence with the U.K. Partnership and all other agreements with BGC and its affiliates, (b) the U.K. Partnership senior management has reasonably determined that he has at all times satisfactorily performed his duties for the U.K. Partnership, taking into account, inter alia, as applicable, his performance evaluation(s) and adherence to regulatory obligations, compliance requirements, and applicable laws, and (c) BGC and its affiliates generate at least $5 million in revenue for the quarter in which the vesting occurs; Mr. Hauf’s Incentive Plan bonus for BGC was $750,000 paid $387,500 in cash and $362,500 in a grant of 38,360 RSUs which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs.

  32. Summary Compensation Table

    For 2023, Mr. H. Lutnick’s Incentive Plan bonus for BGC was $14,000,000 paid $3,000,000 in cash and $11,000,000 in a grant of 1,304,864 RSUs which would have vested ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he was substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs; Mr. Merkel’s Incentive Plan bonus for BGC was $1,300,000 paid $650,000 in cash and $650,000 in a grant of 77,106 RSUs which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs; Mr. Windeatt’s Incentive Plan bonus was $2,251,822 (£1,758,000) paid $640,450 (£500,000) in cash and a total of $1,611,372 (£1,258,000) in two grants of RSUs and RSUs-LLP as follows: (i) 60,095 RSUs which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs; and (ii) 131,053 RSUs-LLP which vest on April 1, 2027, provided that (a) he still remains a member in good standing of the U.K. Partnership on the vesting date and has complied at all times with his then-current Deed of Adherence with the U.K. Partnership and all other agreements with BGC and its affiliates, (b) the U.K. Partnership senior management has reasonably determined that he has at all times satisfactorily performed his duties for the U.K. Partnership, taking into account, inter alia, as applicable, his performance evaluation(s) and adherence to regulatory obligations, compliance requirements, and applicable laws, and (c) BGC and its affiliates generate at least $5 million in revenue for the quarter in which the vesting occurs; Mr. Hauf’s Incentive Plan bonus for BGC was $650,000 paid $312,500 in cash and $337,500 in a grant of 40,036 RSUs which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. For 2022, Mr. H. Lutnick’s Incentive Plan bonus for BGC was $12,000,000 paid $2,000,000 in cash and $10,000,000 in a partnership award represented by 1,416,122 non-exchangeable BGC Holdings PSUs and 762,527 non-exchangeable BGC Holdings PPSUs at $4.59 per unit; Mr. Merkel’s Incentive Plan bonus was $1,000,000 paid $500,000 in cash and $500,000 in a partnership award represented by 54,466 non-exchangeable BGC Holdings NPSU-CVs and 54,466 non-exchangeable BGC Holdings NPPSU-CVs at $4.59 per unit; Mr. Windeatt’s Incentive Plan bonus was $2,113,440 (£1,700,000) paid $310,800 (£250,000) in cash and $1,439,626 (£1,158,000) in the form of 40,625 non-exchangeable BGC Holdings NLPU-CVs and 36,026 non-exchangeable BGC Holdings NPLPU-CVs at $4.59 per unit, as well as 154,046 non-exchangeable BGC Holdings LPU-NEWs and 82,948 BGC Holdings PLPU-NEWs at $4.59 per unit, which were scheduled to have certain exchange rights beginning April 1, 2025 upon certain conditions, and $363,014 (£292,000) attributed to Mr. Windeatt’s previously issued BGC Holdings NLPU/NPLPU award effective January 1, 2021 based upon the expectation of including $400,000 of the January 1, 2021 award as part of Mr. Windeatt’s annual compensation for calendar years 2020 through 2024; and Mr. Hauf’s Incentive Plan bonus was $650,000 paid $337,500 in cash and $62,500 in a partnership award represented by 6,808 non-exchangeable BGC Holdings NPSU-CVs and 6,808 non-exchangeable BGC Holdings NPPSU-CVs at $4.59 per unit and $250,000 attributed to Mr. Hauf’s previously issued BGC Holdings PSUs/PPSUs award effective July 1, 2022 in connection with Mr. Hauf’s sign-on bonus. (4) The 2023 amount of $420,002 under column (i) for Mr. Windeatt represents value of the RSU Tax Account granted to Mr. Windeatt on July 1, 2023, which vested on July 12, 2023 in connection with the accelerated vesting of the associated RSUs. The RSU Tax Account was granted to Mr. Windeatt in exchange for certain long-term incentive awards in the form of former NPLPUs granted to Mr. Windeatt in 2021, which were not previously included in column (g) at full notional value and were substituted with RSU Tax Accounts in connection with the Corporate Conversion. (5) For 2024, Mr. Windeatt’s base salary was £700,000 and the $850,675 base salary reflected in the table was calculated using an exchange rate of 1.21525 which was the exchange rate in effect as of January 13, 2025. For 2023, Mr. Windeatt’s base salary was £700,000 and the $896,630 base salary reflected in the table was calculated using an exchange rate of 1.2809 which was the exchange rate in effect as of March 7, 2024. For 2022, Mr. Windeatt’s base salary was £600,000 and the $745,920 base salary reflected in the table was calculated using an exchange rate of 1.2432, which was the exchange rate in effect as of April 18, 2023. (6) The amount reflected in column (g) for Mr. Windeatt excludes (i) $354,853 (£292,000) that the Compensation Committee attributed to compensation year 2024 when determining Mr. Windeatt’s compensation and (ii) $374,023 (£292,000) that the Compensation Committee attributed to compensation year 2023 when determining Mr. Windeatt’s compensation. Effective January 1, 2021, the Compensation Committee awarded 458,425 NLPUs and 246,844 NPLPUs to Mr. Windeatt, with the expectation of attributing twenty percent (20%) of such award, valued at £292,000, to compensation for each of 2020, 2021, 2022, 2023 and 2024. The NLPUs and NPLPUs were converted into RSUs and RSU Tax Accounts in the Corporate Conversion, and the RSUs that did not relate to awards previously reported in column (g) (RSUs that Mr. Windeatt received in substitution of NLPUs that the Compensation Committee attributed to compensation for fiscal years 2023 and 2024) are included in column (e) for 2023. (7) Mr. Hauf started as Chief Financial Officer of the Company on June 6, 2022. The amount reflected in column (c) for Mr. Hauf for 2022 is Mr. Hauf’s actual (not annualized) paid amount.

  33. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows all grants of plan-based awards to the named executive officers in 2024:

  34. Grants of Plan-Based Awards

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($)(1) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Howard W. Lutnick | — | — | — | 25,000,000 | — | — | — | — | — | — | — | | Stephen M. Merkel | — | — | — | 25,000,000 | — | — | — | — | — | — | — | | Sean A. Windeatt | — | — | — | 25,000,000 | — | — | — | — | — | — | — | | Jason W. Hauf | — | — | — | 25,000,000 | — | — | — | — | — | — | — |

  35. Grants of Plan-Based Awards

    (1) The amounts in column (e) reflect the maximum possible individual payment under our Incentive Plan. During 2024, there were no specific minimum and target levels under the Incentive Plan. The $25,000,000 maximum amount was the maximum annual amount available for payment to any one executive officer under the Incentive Plan for 2024, and our Compensation Committee retained negative discretion to award less than this amount. Actual amounts paid to each named executive officer for 2024 are set forth in column (g) of the Summary Compensation Table.

  36. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End None of the named executive officers held any unexercised options as of December 31, 2024. The following table shows all equity awards for services to the registrant held by each of the named executive officers as of December 31, 2024:

  37. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | | (a) Name | (b) Number of Securities Underlying Unexercised Options/ (#) | (c) Number of Securities Underlying Unexercised Options/ (#) | (d) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | (e) Option Exercise Price ($) | (f) Option Expiration Date | (g) Number of Shares of Stock That Have Not Vested (#)(1) | (h) Market Value of Shares of Stock That Have Not Vested(1) | (i) Equity Incentive Plan Awards: Number of Unearned Shares, or Other Rights That Have Not Vested (#) | (j) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, or Other Rights That Have Not Vested ($) | | Howard W. Lutnick | — | — | — | — | — | 1,304,864 | $11,822,068 | — | — | | Stephen M. Merkel | — | — | — | — | — | 77,106 | $698,580 | — | — | | | — | — | — | — | — | 72,751 | $659,124 | — | — | | Sean A. Windeatt | — | — | — | — | — | 60,095 | $544,461 | — | — | | | — | — | — | — | — | 239,990 | $2,174,309 | — | — | | | — | — | — | — | — | 131,053 | $1,187,340 | — | — | | | — | — | — | — | — | 210,037 | $1,902,935 | — | — | | | — | — | — | — | — | 73,098 | $662,268 | — | — | | Jason Hauf | — | — | — | — | — | 40,036 | $362,726 | — | — | | | — | — | — | — | — | 43,900 | $397,734 | — | — | | | — | — | — | — | — | 38,360 | $347,542 | — | — |

  38. Outstanding Equity Awards at Fiscal Year End

    ____________ (1) The number in column (g) for Mr. H. Lutnick includes the number of RSUs granted to Mr. H. Lutnick in connection with the 2023 year-end compensation which were approved by the Compensation Committee on March 7, 2024, with such approval and issuance of the RSUs effective April 1, 2024. These 1,304,864 RSUs had an aggregate market value of $11,822,068 as of December 31, 2024, based on the closing price of our Class A common stock of $9.06 on December 31, 2024. The number in column (g) for Mr. Merkel represents the following: (1) 77,106 RSUs granted to Mr. Merkel in connection with the 2023 year-end compensation which were approved by the Compensation Committee on March 7, 2024 with additional adjustments approved by the Compensation Committee on March 22, 2024, and with such approval and issuance of the RSUs effective April 1, 2024. These 77,106 RSUs had an aggregate market value of $698,580 as of December 31, 2024, based on the closing price of our Class A common stock of $9.06 on December 31, 2024; and (2) 72,751 RSUs granted to Mr. Merkel in connection with the 2024 year-end compensation which were approved by the Compensation Committee on January 13, 2025, with such approval and issuance of the RSUs effective as of April 1, 2025. These 72,751 RSUs would have had an aggregate market value of $659,124 as of December 31, 2024, based on the closing price of our Class A common stock of $9.06 on December 31, 2024. For Mr. Windeatt, the numbers in column (g) represent the following: (1) 60,095 RSUs granted to Mr. Windeatt in connection with the 2023 year-end compensation which were approved by the Compensation Committee on March 7, 2024, with such approval and issuance of the RSUs effective April 1, 2024. These 60,095 RSUs had an aggregate market value of $544,461 as of December 31, 2024, based on the closing price of our Class A common stock of $9.06 on December 31, 2024; (2) 239,990 RSAs issued to Mr. Windeatt in connection with the Corporate Conversion related to the conversion of certain former units of BGC Holdings held by Mr. Windeatt immediately prior to the Corporate Conversion. These RSAs had an aggregate value of $2,174,309 as of December 31, 2024, based on the closing price of our Class A common stock of $9.06 on December 31, 2024; (3) 131,053 RSUs-LLP granted to Mr. Windeatt in connection with the 2023 year-end compensation were approved by the Compensation Committee on March 7, 2024 and issued on April 1, 2024. These 131,053 RSUs-LLP had an aggregate market value of $1,187,340 as of December 31, 2024, based on the closing price of our Class A common stock of $9.06 on December 31, 2024; (4) 210,037 RSUs issued to Mr. Windeatt in connection with the Corporate Conversion related to the conversion of certain former units of BGC Holdings held by Mr. Windeatt immediately prior to the Corporate Conversion. These RSUs had an aggregate value of $1,902,935 as of December 31, 2024, based on the closing price of our Class A common stock of $9.06 on December 31, 2024; and (5) 73,098 RSUs-LLP granted to Mr. Windeatt in connection with the 2024 year-end compensation which were approved by the Compensation Committee on January 13, 2025, with such approval and issuance of the RSUs effective as of April 1, 2025. These 73,098 RSUs-LLP would have had an aggregate market value of $662,268 as of December 31, 2024, based on the closing price of our Class A common stock of $9.06 on December 31, 2024. For Mr. Hauf, the numbers in column (g) represent the following: (1) 40,036 RSUs granted to Mr. Hauf in connection with the 2023 year-end compensation which were approved by the Compensation Committee on March 7, 2024, with such approval and issuance of the RSUs effective April 1, 2024. These 40,036 RSUs had an aggregate market value of $362,726 as of December 31, 2024, based on the closing price of our Class A common stock of $9.06 on December 31, 2024; (2) 43,900 RSUs issued to Mr. Hauf in connection with the Corporate Conversion related to the conversion of the units of BGC Holdings held by Mr. Hauf immediately prior to the Corporate Conversion. These 43,900 RSUs had an aggregate market value of $397,434 as of December 31, 2024, based on the closing price of our Class A common stock of $9.06 on December 31, 2024; and (3) 38,360 RSUs granted to Mr. Hauf in connection with the 2024 year-end compensation which were approved by the Compensation Committee on January 13, 2025, with such approval and issuance of the RSUs effective as of April 1, 2025. These 38,360 RSUs would have had an aggregate market value of $347,542 as of December 31, 2024, based on the closing price of our Class A common stock of $9.06 on December 31, 2024.

  39. Option Exercises and Stock Vested

    Option Exercises and Stock Vested During 2024, BGC had no outstanding stock options and no options were exercised by any of the named executive officers. During 2024, certain RSAs held by Mr. Windeatt vested, as detailed in the following table:

  40. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | (a) Name | (b) Number of shares acquired on exercise | (c) Value realized on exercise ($) | (d) Number of shares acquired on vesting | (e) Value realized on vesting ($)(1) | | Sean A. Windeatt | — | — | 158,449 | $1,213,719 |

  41. Option Exercises and Stock Vested

    ____________ (1) Represents the fair market value of Mr. Windeatt’s 158,449 shares of Class A common stock that vested on April 1, 2024 calculated based upon the closing price of the Company’s Class A common stock on April 1, 2024, which was $7.66.

  42. Potential Payments upon Termination and Change in Control

    Potential Payments upon Termination and Change in Control The following table provides information regarding the estimated amounts payable to the named executive officers listed below if a Change in Control (as defined in each respective agreement) and the specified event had occurred on December 31, 2024 under their change in control and other agreements, described below, in effect on December 31, 2024. Accordingly, the following disclosure does not reflect changes in circumstances after December 31, 2024, such as Mr. H. Lutnick stepping down from his positions at the Company and the termination of his Change in Control Agreement. The amounts are determined, where applicable, using the $9.06 closing market price of our Class A common stock as of December 31, 2024 in accordance with SEC rules. All amounts, including estimated vesting of equity compensation and tax gross-up payments, are subject to the specific terms and conditions set forth in the applicable change in control or other agreements and applicable law. Terms used below are as defined in the applicable agreement.

  43. Potential Payments upon Termination and Change in Control

    | Name | Base Salary ($) | Bonus ($) | Vesting of Equity Compensation ($)(1) | Consultancy Fees ($)(2) | Welfare Benefit Continuation ($) | Tax Gross-Up Payment ($)(3) | Total ($) | | Howard W. Lutnick | | | | | | | | | Termination of Employment by Mr. H. Lutnick in connection with a Change in Control | 2,000,000 | 28,000,000 | — | — | 136,016 | — | 30,136,016 | | Extension of Employment in connection with a Change in Control | 1,000,000 | 14,000,000 | — | — | 136,016 | — | 15,136,016 | | Termination of Employment by the Company within three years of a Change in Control | 1,000,000 | 14,000,000 | — | — | — | — | 15,000,000 |

  44. Potential Payments upon Termination and Change in Control

    | Name | Base Salary ($) | Bonus ($) | Vesting of Equity Compensation ($)(1) | Consultancy Fees ($)(2) | Welfare Benefit Continuation ($) | Tax Gross-Up Payment ($)(3) | Total ($) | | Stephen M. Merkel | | | | | | | | | Termination of Employment by Mr. Merkel in connection with a Change in Control | 2,000,000 | 3,500,00 | — | — | 117,881 | — | 5,617,881 | | Extension of Employment in connection with a Change in Control | 1,000,000 | 1,750,000 | — | — | 117,881 | — | 1,867,881 | | Termination of Employment by the Company within three years of a Change in Control | 1,000,000 | 1,750,000 | — | — | — | — | 2,750,000 | | Sean A. Windeatt(4) | | | | | | | | | Termination of Employment in connection with a Change in Control | 1,701,350 | 6,095,694 | 6,321,288 | 256,180 | 17,605 | — | 14,392,117 | | Extension of Employment in connection with a Change in Control | 850,675 | 3,047,847 | 6,321,288 | — | — | — | 10,219,810 | | Termination of Employment not in connection with a Change in Control | — | — | — | 256,180 | — | — | 256,180 |

  45. Potential Payments upon Termination and Change in Control

    (1) At December 31, 2024, immediately prior to a Change in Control of the Company, with respect to Messrs. H. Lutnick and Merkel, and upon a Change of Control in the Company, with respect to Mr. Windeatt, unless otherwise provided in the applicable award agreement, all stock options, RSUs, and other awards based on shares of the Company’s Class A common stock and Class B common stock, as well as any associated RSU Tax Accounts, would have vested in full and become immediately exercisable, as applicable. At December 31, 2024, Mr. H. Lutnick held 1,304,864 RSUs which had a value of $11,822,068 based on the closing price of the BGC Class A common stock of $9.06 on December 31, 2024. At December 31, 2024, Mr. Merkel held 77,106 RSUs which had a value of $698,580 based on the closing price of the BGC Class A common stock of $9.06 on December 31, 2024. At December 31, 2024, Mr. Windeatt held (i) 239,990 RSAs, (ii) 131,053 RSU-LLPs, (iii) 270,135 RSUs and (iv) $512,242 in RSU Tax Accounts. Based on the closing price of the BGC Class A common stock of $9.06 on December 31, 2024, the aggregate value of the shares and cash underlying such grants for Mr. Windeatt was $6,321,288. (2) Mr. Windeatt is entitled to receive consulting fees in the event of a termination of his membership in the U.K. Partnership as described below. (3) Mr. H. Lutnick was entitled to a tax gross-up for excess parachute payments, if any, that would have been due in respect of the impact a change in control would have on certain of his outstanding equity awards as stated in footnote (1). There would be no tax-gross up payment due to Mr. H. Lutnick upon either a termination of employment, or upon an extension of employment, in connection with a Change in Control based upon the equity compensation in footnote (1), base salary, bonus, and welfare benefit continuation calculated as of December 31, 2024. Mr. Merkel is entitled to a tax gross-up for excess parachute payments, if any, that would be due in respect of the impact a change in control would have on certain of his outstanding equity awards as stated in footnote (1). There would be no tax-gross up payment due to Mr. Merkel upon either a termination of employment, or upon an extension of employment, in connection with a change in control when calculated based upon the equity compensation in footnote (1), base salary, bonus, and welfare benefit continuation as of December 31, 2024. (4) For 2024, Mr. Windeatt received £700,000 in salary and his bonus was £2,508,000. The $850,675 salary and $3,047,847 bonus reflected in the table were calculated using an exchange rate of 1.21525, the exchange rate in effect as of January 13, 2025. In addition, in the event that Mr. Windeatt remains a member in the U.K. Partnership on the second anniversary of the change of control as described below, Mr. Windeatt will receive an additional payment equal to the payment he received at the time of the change of control.

  46. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio The following information contains the relationship of the median annual total compensation of employees and independent contractors and brokers of BGC and its subsidiaries to the annual total compensation of Mr. H. Lutnick, the Chief Executive Officer and Chairman of the Board of Directors of the Company during 2024. For 2024, we determined a new median employee in accordance with SEC rules. Our median employee was a Customer Support Associate in the United States. We selected December 31, 2024 as the date used to identify our “median employee” whose annual total compensation was the median of the annual total compensation of all our applicable employees (other than our Chief Executive Officer) for 2024. Based on our internal records, our global employee population as of December 31, 2024 consisted of approximately 4,750 individuals, including full-time, part-time, and temporary employees, with approximately 33% of these employees working in the United States and approximately 67% working in our various non-U.S. locations consisting of Australia, Bahrain, Brazil, Canada, Chile, Colombia, Denmark, France, Germany, Hong Kong, India, Ireland, Israel, Italy, Japan, New Zealand, People’s Republic of China, Philippines, Republic of Korea, Republic of Mexico, Russian Federation, Singapore, South Africa, Spain, Switzerland, United Arab Emirates and the United Kingdom. To identify the “median employee,” we aggregated actual base salary earnings or commission draw in 2024, overtime earnings paid in 2024 for employees eligible to earn overtime, bonus awards earned in 2024 and paid in the first quarter of 2025 and the grant date fair value of any equity awards granted in 2024. Bonus awards could consist of discretionary bonuses, forgivable loans, cash advance distribution agreements and promissory notes. We annualized the compensation of employees who began employment during the fiscal year. In addition, for any persons who provide services to Cantor and its affiliates (other than BGC and its consolidated subsidiaries), the total compensation of such persons for purposes of calculating the pay ratio was consistent with the allocations used by the Company for financial accounting purposes in its 2024 consolidated financial statements. We then converted any compensation paid in foreign currency to U.S. dollars using the published rate for December 31, 2024 on www.xe.com. The sum of these amounts served as our “consistently applied compensation measure,” which we used in identifying the median employee. We did not apply a cost of living adjustment to the data. Once the median employee was identified, the pay ratio for the annual total compensation of the median employee to the CEO was calculated for the 2024 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and the pay ratio was determined to be as follows: • the annual total compensation of the median employee of the Company (other than the CEO) was $128,205; • the annual total compensation of the CEO, as reported in the Summary Compensation Table, was $15,000,000; and • the ratio of the annual total compensation of the CEO to the median employee of the Company was approximately 117 to 1.

  47. Pay Versus Performance

    Pay Versus Performance We are required by SEC rules to disclose information regarding the relationship between “compensation actually paid,” as that term is used in Item 402(v) of Regulation S-K, to our named executive officers (“NEOs”), including Mr. H. Lutnick, who served as our principal executive officer (“PEO”) during the periods described below and the NEOs listed in the following table other than the PEO (the “non-PEO NEOs”), and the financial performance of the Company. The following table sets forth additional compensation information for our PEO and non-PEO NEOs during the periods described below along with total stockholder return (“TSR”), net income, and the “Company Selected Measure,” which we have selected as Total Revenues, each for fiscal years 2020, 2021, 2022, 2023 and 2024. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” differ significantly from the Summary Compensation Table calculation of compensation, as well as from the way in which we and our Compensation Committee view annual compensation decisions, as discussed in the Compensation Discussion and Analysis. It does not reflect the amount of compensation actually realized or received by our NEOs during the applicable year. Footnote (5) below sets forth the adjustments from the Total Compensation for the PEO and Average Total Compensation for the non-PEO NEOs reported in the Summary Compensation Table to arrive at the values presented for “compensation actually paid” for each of the fiscal years shown.

  48. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(5) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(2)(5) | Value of Initial Fixed $100 | | | Total Revenues (in thousands)(4) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income (in thousands) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $15,000,000 | $16,895,142 | $2,699,507 | $3,382,160 | $163.72 | $121.70 | $123,228 | $2,262,818 | | 2023 | $17,044,535 | $17,129,973 | $2,813,060 | $2,875,959 | $129.49 | $84.99 | $38,775 | $2,025,401 | | 2022 | $13,000,000 | $13,098,272 | $1,677,060 | $1,742,607 | $67.10 | $66.34 | $58,867 | $1,795,302 | | 2021 | $19,831,245 | $19,926,553 | $2,144,445 | $2,189,041 | $81.89 | $62.03 | $153,488 | $2,015,364 | | 2020 | $12,000,000 | $12,156,610 | $2,847,239 | $2,906,417 | $69.88 | $76.07 | $50,918 | $2,056,761 |

  49. Pay Versus Performance

    (1) The PEO was Mr. H. Lutnick during all periods presented. (2) The non-PEO NEOs in fiscal years 2023 and 2024 consisted of Messrs. Merkel, Windeatt, and Hauf. The non-PEO NEOs in fiscal year 2022 consisted of Messrs. Merkel, Windeatt, Hauf and Steven Bisgay. Mr. Bisgay served as Chief Financial Officer of the Company until June 6, 2022, and Mr. Hauf began serving as Chief Financial Officer on that date. When calculating the average compensation for the non-PEO NEOs in fiscal year 2022, each of Messrs. Bisgay and Hauf are included in the denominator of such calculation. The non-PEO NEOs in fiscal year 2021 consisted of Messrs. Merkel, Windeatt, and Bisgay, who each served for the entirety of the year. The non-PEO NEOs in fiscal year 2020 consisted of Messrs. Merkel, Windeatt, Bisgay, and Shaun Lynn. Mr. Lynn served as President of the Company until October 1, 2020, when he became Vice Chairman of the Company and no longer served as an executive officer. Accordingly, when calculating the average compensation for the non-PEO NEOs in fiscal year 2020, Mr. Lynn’s compensation for the entire year is included, as he continued his service to the Company after ceasing to be an executive officer. When calculating Mr. Windeatt’s portion of the average compensation for the non-PEO NEOs for each fiscal year, his portion was calculated using the applicable exchange rate as set forth in the notes to the Summary Compensation Table. (3) The peer group consists of Compagnie Financière Tradition SA and TP ICAP Group plc. The returns of the peer group companies have been weighted according to their U.S. dollar stock market capitalization for purposes of arriving at a peer group average. TSR is calculated as the cumulative total stockholder return, on a gross dividend reinvestment basis, of $100 invested in shares of each of the Company and the peer group on December 31, 2019. (4) The Company selected Total Revenues to be the most important financial performance measure that is not otherwise required to be disclosed in the table above used by the Company to link “compensation actually paid” to its NEOs for the most recently completed fiscal year to its performance. While Total Revenues was chosen for this table, our executive compensation programs use a balanced portfolio of measures to drive short- and long-term objectives aligned with our strategy and shareholder interests as further described in our Compensation Discussion and Analysis above. (5) “Compensation Actually Paid to PEO” in column (c) and “Average Compensation Actually Paid to Non-PEO NEOs” in column (e) reflect the following adjustments from Total Compensation amounts reported in the Summary Compensation Table (all amounts are averages for the non-PEO NEOs). Because our Incentive Plan bonus opportunities are initially denominated in cash and do not include a right to receive stock, as described in the footnotes to the Summary Compensation Table, when the Compensation Committee decides after the performance year is over to pay a portion of the Incentive Plan awards for such fiscal year in RSUs we present such RSUs as Non-Equity Incentive Plan Compensation in column (g) of the Summary Compensation Table for the performance year rather than as Equity Awards in column (e) of the Summary Compensation Table in the year of grant. To avoid double-counting such awards when calculating “Compensation Actually Paid to PEO” in column (c) and “Average Compensation Actually Paid to Non-PEO NEOs” in column (e), they are neither deducted nor added in the year of grant, consistent with their presentation in the Summary Compensation Table. Similarly, for periods prior to the Corporate Conversion, the adjustments below do not include partnership-unit based awards granted pursuant to the Incentive Plan and reported in column (g) in the Summary Compensation Table in the applicable performance year at full notional value and not subsequently reportable as “Equity Awards” in column (e) of the Summary Compensation Table. For full fiscal years after the Corporate Conversion, “Compensation Actually Paid to PEO” in column (c) and “Average Compensation Actually Paid to Non-PEO NEOs” in column (e) reflect the following adjustments from Total Compensation amounts reported in the Summary Compensation Table: (i) the dividend or dividend equivalents paid in the applicable period; (ii) the increase or decrease in fair market value of any unvested RSUs or RSAs issued in previous years and held by the PEO or non-PEO NEOs as of December 31 of the applicable period from their fair market value as of December 31 of the prior period; (iii) the increase or decrease from the grant date in fair market value of any unvested RSUs issued in the applicable period held by the PEO and non-PEO NEOs as of December 31 of the applicable period from their grant date; and (iv) the increase or decrease in fair market value from December 31 of the prior year of any RSUs or RSAs issued in previous years that vested during the applicable period.

  50. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid to PEO | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for change in actuarial present value of accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | — | | Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | — | | Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table | — | $(2,044,535) | — | $(7,831,243) | — | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | — | — | — | — | — | | Increase/decrease for change in fair value from grant date of stock and option awards granted during year that are outstanding and unvested as of year-end | $1,895,142 | — | — | — | — |

  51. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid to PEO | 2024 | 2023 | 2022 | 2021 | 2020 | | Increase/deduction for change in fair value as of year-end (from prior year-end) of stock and option awards granted in any prior year that were outstanding and unvested as of year-end | — | — | — | — | — | | Increase for fair value as of vesting date of stock and option awards granted and vested in the same year | — | $2,044,535 | — | $7,831,243 | — | | Increase/deduction for change in fair value as of vesting date (from prior year-end) of stock and option awards granted in any prior year for which all vesting conditions were satisfied during year or at year-end | — | — | — | — | — | | Deduction for fair value as of prior year-end of stock and option awards granted in any prior year that were forfeited during year | — | — | — | — | — | | Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year | — | $62,899 | $87,397 | $44,596 | $59,178 | | Total Adjustments | $1,895,142 | $62,899 | $87,397 | $44,596 | $59,178 |

  52. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for change in actuarial present value of accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | — | | Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | — | | Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table | — | $(406,908) | — | $(111,565) | $(418,239) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | — | — | — | — | — | | Increase/deduction for change in fair value from grant date of stock and option awards granted during year that are outstanding and unvested as of year-end | $149,256 | — | — | — | — |

  53. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Increase/deduction for change in fair value as of year-end (from prior year-end) of stock and option awards granted in any prior year that were outstanding and unvested as of year-end | $306,511 | — | — | — | — | | Increase for fair value as of vesting date of stock and option awards granted and vested in the same year | — | $406,908 | — | $111,565 | $418,239 | | Increase/deduction for change in fair value as of vesting date (from prior year-end) of stock and option awards granted in any prior year for which all vesting conditions were satisfied during year or at year-end | — | — | — | — | — | | Deduction for fair value as of prior year-end of stock and option awards granted in any prior year that were forfeited during year | $174,057 | — | — | — | — | | Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year | $52,829 | $62,899 | $87,397 | $44,596 | $59,178 | | Total Adjustments | $682,653 | $62,899 | $87,397 | $44,596 | $59,178 |

  54. Pay Versus Performance

    Analysis of the Information Presented in the Pay Versus Performance Table While we utilize several performance measures to align executive compensation with Company performance, not all of those measures are presented in the Pay Versus Performance table set forth above. Moreover, in determining the compensation of our executive officers, our Compensation Committee considers a holistic view of a variety of factors, both qualitative and quantitative, consistent with our periodic overall goals and therefore we do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. See “Compensation Discussion and Analysis — Compensation Philosophy” for more information. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between (1) “compensation actually paid” to our PEO and “average compensation actually paid” to our non-PEO NEOs and (2) the Company’s performance with respect to TSR, net income and Total Revenues, our Company Selected Measure: TSR. The graphs below show the relationship between (1) “compensation actually paid” to our PEO and the average of “compensation actually paid” to our non-PEO NEOs and our cumulative TSR and (2) our cumulative TSR and peer group TSR, over the five fiscal years ended December 31, 2024. Net Income. The graph below shows the relationship between “compensation actually paid” to our PEO and the average of the “compensation actually paid” to our non-PEO NEOs and net income, as reported in our consolidated financial statements, over the five fiscal years ended December 31, 2024. Company Selected Measure (CSM). The graph below shows the relationship between “compensation actually paid” to our PEO and the average of the “compensation actually paid” to our non-PEO NEOs and our Total Revenues over the five fiscal years ended December 31, 2024.

  55. Compensation of Directors

    Compensation of Directors Directors who are also our employees or those of our affiliates do not receive additional compensation for serving as directors. The cash compensation schedule for our directors who are not our employees or those of our affiliates, collectively referred to as “non-employee directors,” is as follows: the annual cash retainer is $100,000, the annual stipend for the chair of our Compensation Committee is $15,000, the annual stipend for the chair of our Audit Committee is $25,000 and the annual stipend for the chair of our Corporate Responsibility Committee is $15,000. We also pay $2,000 for each meeting of our Board and $1,000 for each meeting of a committee of our Board actually attended, whether in person or by telephone. Under our policy, none of our non-employee directors is paid more than $3,000 in the aggregate for attendance at meetings held on the same date. Only one meeting of our Board and Committees shall occur on each calendar day for which payment shall be provided. Non-employee directors may also receive additional per diem fees for services as a director at the rate of $1,000 per day, with a limit of $5,000 per matter, for additional time spent on Board or Committee matters as directed from time to time by the Board, including interviewing candidates. Non-employee directors also are reimbursed for all out-of-pocket expenses incurred in attending meetings of our Board or committees of our Board on which they serve. From time to time, our Board and Committees may receive an additional stipend for service on other special committees or similar service. In addition to the cash compensation described above, under our current policy, upon the appointment or initial election of a non-employee director, we grant to such non-employee director RSUs equal to the value of shares of our Class A common stock that could be purchased for $70,000 based on the closing price of our Class A common stock on the trading date of the appointment or initial election of the non-employee director (rounded down to the next whole share). These RSUs vest equally on each of the first two anniversaries of the grant date, provided that the non-employee director is a member of our Board at the opening of business on such dates. Thereafter, we annually grant to each non-employee director RSUs equal to the value of shares of our Class A common stock that could be purchased for $50,000 based on the closing price of our Class A common stock on the date of his or her re-election (rounded down to the next whole share) in consideration for services provided. These RSUs vest equally on each of the first two anniversaries of the grant date, provided that the non-employee director is a member of our Board at the opening of business on such dates.

  56. 2024 Director Compensation Payments

    2024 Director Compensation Payments The table below summarizes the compensation paid to our non-employee directors for the year ended December 31, 2024:

  57. 2024 Director Compensation Payments

    | (a) Name(1) | (b) Fees Earned or Paid in Cash ($) | (c) Stock Awards ($)(2) | (d) Option Awards ($)(3) | (e) Non-Equity Incentive Plan Compensation ($) | (f) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | (g) All Other Compensation ($) | (h) Total ($) | | Linda A. Bell Director | 162,000 | 50,000 | — | — | — | — | 212,000 | | David P. Richards Director | 147,000 | 50,000 | — | — | — | — | 197,000 | | Arthur U. Mbanefo Director | 187,000 | 50,000 | — | — | — | — | 237,000 | | William Addas Director | 147,000 | 50,000 | — | — | — | — | 197,000 |

  58. 2024 Director Compensation Payments

    ____________ (1) Mr. H. Lutnick is not included in this table as during 2024 he was an employee of our Company and thus received no compensation for his services as director in 2024. The compensation received by Mr. H. Lutnick for 2024 as an employee of our Company is shown in the Summary Compensation Table, which includes compensation paid with respect to 2024. Mr. Brandon Lutnick and Mr. Merkel are not included in this table as they joined the Board in February 2025 and were not directors during 2024. (2) Reflects the grant date fair value of RSUs granted on September 16, 2024 to each of Messrs. Richards, Mbanefo, Addas, and Dr. Bell. More information with respect to the calculation of these amounts is included in “Note 18. Compensation” in the notes to the consolidated financial statements included in the 2024 Form 10-K. As of December 31, 2024, Messrs. Richards and Mbanefo and Dr. Bell each had 15,615 RSUs outstanding, and Mr. Addas had 16,126 RSUs outstanding. (3) No options were granted to non-employee directors in 2024. As of December 31, 2024, none of the non-employee directors had any options outstanding.