DEF 14A of Cboe Global Markets, Inc., Apr 4, 2024

DEF 14A of Cboe Global Markets, Inc.

Filed Apr 4, 2024 · FY20230001558370-24-004692

Open on EDGAR

  1. Director Nominee Highlights

    Director Nominee Highlights The nominees for our Board exhibit an effective mix of qualifications, experiences and diversity. For additional information, see “Corporate Governance—Proposal 1- Election of Directors”.

  2. Director Nominee Highlights

    | | | | | | | | |

  3. Director Nominee Highlights

    | Cboe Global Markets 2024 Proxy Statement | 3 |

  4. Corporate Governance Highlights

    Corporate Governance Highlights We are committed to good corporate governance, which promotes the long-term interests of stockholders by providing for effective oversight and management of the Company. The following are highlights of our corporate governance framework. For additional information, see “Corporate Governance”.

  5. Corporate Governance Highlights

    | 11 of the 12 Nominees are Independent; | Split Chairman and CEO roles; | | Directors are Elected Annually; | Majority Voting Standard in Director Elections; | | Majority Voting Standard for Bylaw and Charter Amendments; | Risk Oversight by Board and Committees, including a Risk Committee; | | Independent Audit, Compensation, and Nominating and Governance Committees; | Human Capital and Succession Oversight by Board and Compensation Committee; | | Commitment to ESG Considerations; | Executive Sessions of Board and Committees; | | Robust Annual Board and Committees Self-Evaluation process; | Anti-Hedging, Anti-Pledging, and Clawback Policies for Executive Officers; and | | | Proxy Access Bylaw Provision for Director Nominations. |

  6. Stockholder Engagement Highlights

    Stockholder Engagement Highlights We are committed to fostering long-term and institution-wide relationships with stockholders and maintaining their trust and goodwill. Through a variety of engagement activities, our discussions with stockholders cover a variety of topics, including our performance, strategy, ESG, and executive compensation. See also “Corporate Governance—Stockholder Engagement”.

  7. Executive Compensation Highlights

    Executive Compensation Highlights The design of our executive compensation program, including compensation practices and independent oversight, is intended to align management’s interests with those of our stockholders. The following are highlights of our 2023 executive compensation program. See also “Executive Compensation”. Annual cash incentives were based on corporate performance (weighted 70%), individual performance (weighted 20%), and DEI performance (weighted 10%); Long-term incentives in the form of equity awards, other than special one-time grants to Mr. Schell and Ms. Clay and a CEO appointment grant to Mr. Tomczyk, were comprised of 50% time-based restricted stock units (“RSUs”) and 50% performance-based RSUs (“PSUs”); Performance-based compensation with limits on all incentive award payouts; No excessive perquisites; Clawback provisions for cash incentives and equity awards; and Mandatory stock ownership and holding guidelines.

  8. Additional Information

    Additional Information Please see the information under “Other Items” for important information about this Proxy Statement, voting, the Annual Meeting, Cboe Global Markets documents available to stockholders, communications, and the deadlines to submit stockholder proposals for the 2025 Annual Meeting of Stockholders. Additional questions may be directed to Investor Relations at investorrelations@Cboe.com or (312) 786-7559.

  9. Additional Information

    | 4 | Cboe Global Markets 2024 Proxy Statement |

  10. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  11. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS

  12. Board Composition

    Board Composition Our Third Amended and Restated Certificate of Incorporation provides that our Board will consist of not less than 11 and not more than 23 directors. Our Board currently has 12 directors. Each director is elected annually to serve until the next Annual Meeting of Stockholders or until his or her successor is elected or appointed and qualified, except in the event of earlier death, resignation or removal. Subject to retirement, there is no limit on the number of terms a director may serve on our Board.

  13. General

    General At the Annual Meeting, our stockholders will be asked to elect the 12 director nominees set forth below, each to serve until the 2025 Annual Meeting of Stockholders. All of the director nominees have been recommended for election by our Nominating and Governance Committee and approved and nominated for election by our Board. All of the director nominees, other than Mses. Mansfield and Mao who were appointed in February 2024 and who are new nominees, were elected as directors by stockholders at the 2023 Annual Meeting of Stockholders. All of the nominees have indicated their willingness to serve if elected. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, then shares represented by properly executed proxies will be voted at the discretion of the persons named in those proxies for such other person as the Board may designate. We do not presently expect that any of the nominees will be unavailable. Your proxy for the Annual Meeting cannot be voted for more than 12 nominees.

  14. Qualifications and Experience

    Qualifications and Experience The Board believes that the skills, qualifications and experiences of the director nominees make them all highly qualified to serve on our Board, both individually and as providing complementary skills on our Board. Based on the characteristics of our directors, as reported in their respective directors and officers questionnaires, our director nominees bring an effective mix of diverse perspectives: 5 nominees are women, and 4 nominees are racially or ethnically diverse. In addition, our Board’s composition represents a balanced approach to director tenure and age, 6 of the 12 nominees have tenures equal to or less than 5 years and the ages range from 72 to 49, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors. The following table shows the specific qualifications and experiences the Board and the Nominating and Governance Committee considered for each nominee.

  15. Qualifications and Experience

    | Cboe Global Markets 2024 Proxy Statement | 5 |

  16. Qualifications and Experience

    | Director Qualifications and Experiences | Farrow | Tomczyk | Fitzpatrick | Fong | Froetscher | Goodman | Mansfield | Mao | Matturri | McPeek | Palmore | Parisi | | Strategy | | | | | | | | | | | | | | Experience developing and executing upon long-term strategic plans, growth strategies, and capital allocation plans | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Management | | | | | | | | | | | | | | Experience managing large and complex organizations at a senior level | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial Markets, Clearing, and our Products | | | | | | | | | | | | | | Experience with the trading or clearing of derivatives, equities, FX, or digital assets and/or with our markets and products | ● | ● | | | | | ● | | ● | ● | | ● | | Government Relations and Regulatory | | | | | | | | | | | | | | Experience and understanding of the complex regulatory environment in which our businesses operate and/or working in or with the government and regulators | ● | ● | ● | ● | | | ● | | ● | ● | ● | ● | | Corporate Governance | | | | | | | | | | | | | | Knowledge of corporate governance matters, primarily through service on other public company boards, to help support our goals of strong Board and management accountability, transparency, effective oversight, and good governance | ● | ● | | ● | ● | ● | | | | ● | ● | ● | | International | | | | | | | | | | | | | | Experience in a senior leadership role in an organization with significant international operations or expansion into new international markets | ● | ● | ● | ● | ● | | ● | ● | ● | | ● | | | Risk Management | | | | | | | | | | | | | | Skills and experience in assessment, oversight, and/or management of risks | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology | | | | | | | | | | | | | | Experience or expertise in assessing opportunities and risks of new technologies and/or assessing cybersecurity risks and vulnerabilities | ● | ● | | ● | | | | ● | | | | | | Fresh Perspective | | | | | | | | | | | | | | Board tenure is equal to or less than five years | | ● | | ● | | | ● | ● | ● | ● | | |

  17. Qualifications and Experience

    | 6 | Cboe Global Markets 2024 Proxy Statement |

  18. Nominees

    Nominees Set forth below is biographical information, as of March 21, 2024, for each of the directors nominated to serve on our Board for a one-year term until the 2025 Annual Meeting of Stockholders, as well as the reasons why the Board believes each candidate is well suited to serve as a director. The terms indicated for service include the service on the board of Cboe Options prior to our demutualization and our initial public offering in 2010. In addition, as indicated below, certain director nominees also have served on certain boards of directors and committees of Cboe Futures Exchange, LLC (“CFE”), Cboe SEF, LLC (“SEF”) and our U.S. securities exchanges, which include Cboe Options, Cboe C2 Exchange, Inc. (“C2”), Cboe BZX Exchange, Inc. (“BZX”), Cboe BYX Exchange, Inc., Cboe EDGA Exchange, Inc., and Cboe EDGX Exchange, Inc. (collectively, the “securities exchanges”).

  19. Nominees

    | William M. Farrow, III Chairman Independent Age: 69 Committees: Executive (Chair) Finance and Strategy | Background Mr. Farrow has served as non-executive Chairman of the Board since September 2023, as our independent Lead Director from May 2023 to September 2023 and as a member of our Board since 2016. Mr. Farrow is the retired President and CEO of Urban Partnership Bank, a position he held from 2010 through 2017. Prior to that, he was the Managing Partner and CEO of FC Partners Group, LLC from 2007 to 2009, the Executive Vice President and Chief Information Officer of The Chicago Board of Trade from 2001 to 2007 and held various senior positions at Bank One Corporation. Mr. Farrow currently serves on the board of directors of publicly traded company WEC Energy Group, Inc. and on the boards of directors of CoBank, Inc. and Endeavor Health. Mr. Farrow previously was the owner of Winston and Wolfe LLC, a privately held technology development and advisory company, and served on the boards of directors of the Federal Reserve Bank of Chicago, Urban Partnership Bank, and Echo Global Logistics, Inc., formerly a publicly traded company. Mr. Farrow holds a B.A. degree from Augustana College and a Masters of Management from Northwestern University’s Kellogg School of Management. Qualifications Mr. Farrow brings his experience as the retired President and CEO of a mission based community development financial institution to our Board. He has a strong understanding of information technology systems, including cybersecurity, and the financial services and banking industry. He also has knowledge of the corporate governance issues facing boards from his experience serving on them. We believe that these experiences give Mr. Farrow an important skill set that makes him well suited to serve on our Board and as our Chairman. |

  20. Nominees

    | Cboe Global Markets 2024 Proxy Statement | 7 |

  21. Nominees

    | Fredric J. Tomczyk CEO Age: 68 Committees: Executive | Background Mr. Tomczyk is our Chief Executive Officer (“CEO”) and director. He has served as our CEO since September 2023. Mr. Tomczyk served on our Board as an independent director from July 2019 to September 2023. Previously, he was President and Chief Executive Officer of TD Ameritrade Holding Corporation, a position he held from October 2008 to October 2016. Prior to this position, he held positions of increasing responsibility and leadership with the TD organization from 1999. Mr. Tomczyk was also a member of the TD Ameritrade board of directors from 2006 to 2007 and 2008 to 2016. Prior to joining the TD organization in 1999, Mr. Tomczyk was President and Chief Executive Officer of London Life. He currently serves on the board of Willis Towers Watson PLC, a publicly traded company, and is a member of the Cornell University Athletic Alumni Advisory Council. Mr. Tomczyk also previously served as the lead independent director of Sagen MI Canada Inc., a publicly traded company, and of its operating subsidiary Sagen Mortgage Insurance Company Canada, as a director of Knight Capital Group, Inc. and as a trustee of Liberty Property Trust, both formerly publicly traded companies, and as a director of the Securities Industry and Financial Markets Association. Mr. Tomczyk holds a B.S. degree in Applied Economics & Business Management from Cornell University and is a Fellow of the Institute of Chartered Accountants of Ontario. Qualifications Mr. Tomczyk’s extensive knowledge of the financial markets, technology and the financial services and banking industries gives him unique insights into our business. His prior service as TD Ameritrade’s President and Chief Executive Officer also gives Mr. Tomczyk experience with corporate governance and leadership skills, working with the government and regulators, successfully developing and executing corporate strategic initiatives and overseeing risk management programs. We believe that these experiences, as well as being our CEO, make him well suited to serve on our Board. |

  22. Nominees

    | 8 | Cboe Global Markets 2024 Proxy Statement |

  23. Nominees

    | Edward J. Fitzpatrick Independent Age: 57 Committees: Compensation (Chair) Executive Risk | Background Mr. Fitzpatrick has served on our Board since 2013. Mr. Fitzpatrick is currently Senior Vice President and Senior Client Advisor of Genpact Limited, a position he has held since August 2021, and prior to that was its Chief Financial Officer from July 2014 to August 2021. Prior to joining Genpact Limited, Mr. Fitzpatrick worked at Motorola Solutions, Inc. and its predecessors from 1998 through 2014 in various financial positions, including as its CFO from 2009 to 2013. Before joining Motorola, Mr. Fitzpatrick was an auditor at PricewaterhouseCoopers, LLP from 1988 to 1998. Mr. Fitzpatrick holds a B.S. degree in Accounting from Pennsylvania State University and an M.B.A. degree from The Wharton School at the University of Pennsylvania and earned his CPA certification in 1990. Qualifications Mr. Fitzpatrick brings his experience as the former CFO of publicly traded companies to our Board. He has extensive experience with finance, public company responsibilities and strategic transactions. We believe that these experiences give Mr. Fitzpatrick an important skill set that makes him well suited to serve on our Board. | | Ivan K. Fong Independent Age: 62 Committees: Nominating and Governance Risk | Background Mr. Fong has served on our Board since December 2020. Mr. Fong is currently Executive Vice President, General Counsel and Secretary of Medtronic plc, a position he has held from February 2022. Prior to this position, he served as Senior Vice President, Chief Legal and Policy Officer and Secretary of 3M Company from 2019 to January 2022 and as its Senior Vice President, Legal Affairs and General Counsel from 2012 to 2019. Prior to joining 3M Company, Mr. Fong was General Counsel of the U.S. Department of Homeland Security from 2009 to 2012 and Chief Legal Officer and Secretary of Cardinal Health, Inc. from 2005 to 2009. He has previously served as Deputy Associate Attorney General with the U.S. Department of Justice and was a partner with the law firm of Covington & Burling LLP. Mr. Fong holds an S.B. degree in Chemical Engineering and an S.M. degree in Chemical Engineering Practice from Massachusetts Institute of Technology, a J.D. degree from Stanford University, and a Bachelor of Civil Law from Oxford University. Qualifications Mr. Fong brings his experience as the general counsel of public companies, in private practice and as the former general counsel of a government department. He has extensive experience in corporate governance, government relations and the types of legal issues that public companies face, which we believe makes him well suited to serve on our Board. |

  24. Nominees

    | Cboe Global Markets 2024 Proxy Statement | 9 |

  25. Nominees

    | Janet P. Froetscher Independent Age: 64 Committees: Compensation Executive Risk (Chair) | Background Ms. Froetscher is currently the Chair and a Senior Advisor, since September 2023, of The J.B. and M.K. Pritzker Family Foundation, and was its President from April 2016 until September 2023. She has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2005 to 2017. Previously, she served as President and CEO of Special Olympics International from October 2013 until October 2015, President and CEO of the National Safety Council from 2008 until October 2013, President and CEO of the United Way of Metropolitan Chicago and in a variety of roles at the Aspen Institute, most recently as Chief Operating Officer. From 1992 to 2000, Ms. Froetscher was the executive director of the Finance Research and Advisory Committee of the Commercial Club of Chicago. Ms. Froetscher currently serves on the board of directors of the Independent Bank Group, a publicly traded company. She has also previously served on the board of trustees of National Louis University. Ms. Froetscher holds a B.A. degree from the University of Virginia and a Masters of Management from Northwestern University’s Kellogg School of Management. Ms. Froetscher is also a Henry Crown Fellow of the Aspen Institute. Qualifications Ms. Froetscher brings her experiences as the President of a family foundation and former CEO of public service entities to our Board. We believe that these experiences give her leadership, operational and community engagement skills that make her well suited to serve on our Board. | | Jill R. Goodman Independent Age: 57 Committees: Executive Finance and Strategy (Chair) Nominating and Governance | Background Ms. Goodman has served on our Board since 2012. Ms. Goodman is currently Managing Director of Foros, a strategic financial and mergers and acquisitions advisory firm, a position she has held since November 2013. Previously, she served as a Managing Director and Head, Special Committee and Fiduciary Practice—U.S. at Rothschild from 2010 to October 2013. From 1998 to 2010, Ms. Goodman was with Lazard in the Mergers & Acquisitions and Strategic Advisory Group, most recently as Managing Director. Ms. Goodman advises companies and special committees with regard to mergers and acquisitions. Ms. Goodman currently serves on the boards of directors of Cover Genius, a global insurance technology company, and publicly traded company Genworth Financial, Inc. Ms. Goodman graduated magna cum laude from Rice University with a B.A. degree. She received her J.D. degree, with honors, from the University of Chicago Law School. Qualifications Ms. Goodman brings extensive experience in the boardroom to the Company. Her experiences, both as an investment banker and her corporate and securities legal background, bring a unique insight with which to consider our opportunities. We believe that these experiences give her knowledge and skills that make her well suited to serve on our Board. |

  26. Nominees

    | 10 | Cboe Global Markets 2024 Proxy Statement |

  27. Nominees

    | Erin A. Mansfield Independent Age: 64 Committees: ATS Oversight Risk | Background Ms. Mansfield has served on our Board since 2024. Ms. Mansfield is a retired Managing Director from Barclays PLC, a position she held from 2003 to 2023, where she served in multiple roles, including Global Head of Regulatory Relations & Policy, Global Head of Investment Banking Compliance and Chief Compliance Officer Americas. Prior to her time with Barclays, Ms. Mansfield was a Vice President at Goldman Sachs & Co. LLC in their Fixed Income, Currencies & Commodities group. Ms. Mansfield holds a B.A. degree from Vassar College. Qualifications Ms. Mansfield has a strong understanding of our business, financial markets, products, compliance and the regulation of the financial and derivatives industries from her leadership positions at key financial institutions. We believe that her experience makes her well suited to serve on our Board. | | Cecilia H. Mao Independent Age: 49 Committees: Finance and Strategy | Background Ms. Mao has served on our Board since 2024. Ms. Mao is currently Global Chief Product Officer at Equifax, having served in this position since 2020. Previously, Ms. Mao was with Oracle Corp. from 2014 to 2020, holding multiple positions including Director, Senior Director, and Vice President of Oracle Data Cloud. Prior to her time at Oracle Corp., Ms. Mao held management positions at Verisk Analytics, FICO, and other technology companies. Ms. Mao graduated from the University of California, Berkeley with a B.A. degree. Qualifications As an experienced leader, Ms. Mao’s positions at Equifax and Oracle give her unique insights into all aspects of corporate growth, enterprise management, and technology. Ms. Mao has a deep understanding of revenue acceleration and adapting to new strategic opportunities. We believe that her experience makes her well suited to serve on our Board. |

  28. Nominees

    | Cboe Global Markets 2024 Proxy Statement | 11 |

  29. Nominees

    | Alexander J. Matturri, Jr. Independent Age: 65 Committees: ATS Oversight (Chair) Audit | Background Mr. Matturri has served on our Board since December 2020. Mr. Matturri is the retired Chief Executive Officer of S&P Dow Jones Indices LLC (“S&P”), a position he held from July 2012 to June 2020. Prior to this position, he served as Executive Managing Director and Head of S&P Indices from 2007 to 2012. Prior to joining S&P, Mr. Matturri served as Senior Vice President and Director of Global Equity Index Management at Northern Trust Global Investments from 2003 to 2007. From 2000 to 2003 he was Director and Senior Index Investment Strategist at Deutsche Asset Management. Mr. Matturri also previously served as a member of the boards of directors of our securities exchanges. Mr. Matturri holds a B.S. degree in Finance from Lehigh University and a J.D. degree from Syracuse University. Mr. Matturri holds the Chartered Financial Analyst designation. Qualifications As the retired CEO of a financial services industry company and a former member of the boards of directors of our securities exchanges, Mr. Matturri has extensive knowledge of financial markets, products, and the financial services and banking industry. In particular, he has a close understanding of one of our most important licensing arrangements. We believe that these experiences make him well suited to serve on our Board. | | Jennifer J. McPeek Independent Age: 54 Committees: ATS Oversight Audit | Background Ms. McPeek has served on our Board since August 2020. Ms. McPeek is an independent advisor to companies on value-based management and incentive design. Previously, she has served as the Chief Financial Officer of Russell Investments from 2018 to 2019. From 2009 to 2017, Ms. McPeek was with Janus Henderson Investors plc and its predecessor company Janus Capital Group Inc., serving as the Chief Financial Officer from 2013 to 2017, and as the Chief Operating and Strategy Officer post-merger in 2017. Prior to that, Ms. McPeek was with ING Investment Management, Americas from 2005 to 2009, where she was a member of the management committee and led the strategy function. Ms. McPeek currently serves on the boards of directors of First American Funds, Inc., overseeing six money market funds, and Cushman & Wakefield plc, a publicly traded company. She graduated magna cum laude from Duke University with an A.B. degree in Mathematics and Economics and received her M.S. degree in Financial Engineering from the MIT Sloan School of Management. Ms. McPeek holds the Chartered Financial Analyst designation. Qualifications As the former CFO of privately held and publicly traded asset management companies, Ms. McPeek has extensive experience with finance, public company responsibilities, strategic transactions and knowledge of our industry. In addition, her service on another company board also gives Ms. McPeek experience with corporate governance and leadership skills. We believe that her experience makes her well suited to serve on our Board. |

  30. Nominees

    | 12 | Cboe Global Markets 2024 Proxy Statement |

  31. Nominees

    | Roderick A. Palmore Independent Age: 72 Committees: Executive Finance and Strategy Nominating and Governance (Chair) | Background Mr. Palmore is Senior Counsel at Dentons where he advises public and private corporations and their leadership suites on risk management and governance issues across practices and industry sectors. Mr. Palmore retired from his position as Executive Vice President, General Counsel and Chief Compliance and Risk Management Officer of General Mills, Inc. in February 2015 and has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2000 to 2017. Prior to joining General Mills in February 2008, he served as Executive Vice President and General Counsel of Sara Lee Corporation. Before joining Sara Lee, Mr. Palmore served in the U.S. Attorney’s Office in Chicago and in private practice. Mr. Palmore is currently a member of the board of directors of publicly traded company The Goodyear Tire & Rubber Company and has previously served as a member of the boards of directors of Express Scripts Holding Company, formerly a publicly traded company, Nuveen Investments, Inc. and the United Way of Metropolitan Chicago. Mr. Palmore holds a B.A. degree in Economics from Yale University and a J.D. degree from the University of Chicago Law School. Qualifications Through his experience as general counsel of public companies, in private practice and as an Assistant U.S. Attorney, Mr. Palmore has extensive experience in corporate governance and the legal issues facing the Company. In addition, his experience provides him with strong risk management skills. We believe that his experience makes him well suited to serve on our Board. | | James E. Parisi Independent Age: 59 Committees: Audit (Chair) Compensation Executive | Background Mr. Parisi has served on our Board since 2018. Mr. Parisi most recently served as the Chief Financial Officer of CME Group Inc. from November 2004 to August 2014, prior to which he held positions of increasing responsibility and leadership within CME Group Inc. from 1988, including as Managing Director & Treasurer and Director, Planning & Finance. Mr. Parisi is currently a member of the board of directors of ATI Physical Therapy, Inc., a publicly traded company. He has also previously served as the Chairman of the Illinois Special Olympics Foundation Board and as a member of the boards of directors of CFE and SEF, Pursuant Health Inc., and Cotiviti Holdings, Inc., formerly a publicly traded company. Mr. Parisi holds a B.S. degree in Finance from the University of Illinois and an M.B.A. degree from the University of Chicago. Qualifications As the retired CFO of a publicly traded company offering a diverse derivatives marketplace and as a former member of the boards of directors of CFE and SEF, Mr. Parisi has extensive knowledge of our industry. His service on other company boards also gives Mr. Parisi experience with corporate governance and leadership skills. We believe that his experience makes him well suited to serve on our Board. |

  32. Nominees

    The Board recommends that the stockholders vote FOR each of the director nominees.

  33. Nominees

    | Cboe Global Markets 2024 Proxy Statement | 13 |

  34. NON-EMPLOYEE director compensation

    NON-EMPLOYEE director compensation

  35. Changes to the Director Compensation Program

    Changes to the Director Compensation Program Prior to 2023, our non-employee director compensation program consisted of a mix of: cash and stock retainers, committee meeting attendance fees, committee chair retainers, and an additional Lead Director retainer. As part of its 2023 analysis of cash retainers and fees in consultation with Meridian, the Compensation Committee made several changes to the structure of our non-employee director cash compensation to align with prevalent director compensation practices and to streamline the administration of the program. First, the Compensation Committee approved, and recommended to the Board for approval, replacing committee attendance fees for each committee’s meetings with incremental committee member annual retainers, which are payable on a quarterly basis, similar to the directors’ annual cash retainers. Committee chairs will receive both the committee chair and committee member cash retainers. Second, for each meeting attended in excess of a baseline meeting number (which was determined by averaging the annual number of committee meetings held over the prior 4 years), plus 2 additional meetings, the Committee approved, and recommended to the Board for approval, a per-meeting fee of $1,500 per meeting for each non-employee director. The Board adopted the non-employee director cash fee changes in August 2023 to apply for the May 2023 to May 2024 Board term. As part of its 2023 analysis of stock retainers in consultation with Meridian, the Compensation Committee approved, and recommended to the Board for approval, an increase in our non-employee director stock retainer to (i) more closely align with our peer group median, (ii) better align with our peer group’s pay mix, and (iii) further align our non-employee directors’ compensation with the long-term interests of our stockholders, through increasing the portion of non-employee director compensation that is equity-based. The Board adopted in May 2023 a $15,000 increase in the non-employee director stock retainer.

  36. Changes to Board Chairman and Lead Independent Director Compensation

    Changes to Board Chairman and Lead Independent Director Compensation Prior to his resignation, Mr. Tilly served as CEO of the Company and received no additional compensation for his service as Chairman of the Board. For his service as Lead Director from May 2023 through October 1, 2023, Mr. Farrow received a prorated payment of his Lead Director cash retainer of $50,000, in addition to the standard cash and stock retainers for non-employee directors.

  37. Changes to Board Chairman and Lead Independent Director Compensation

    | Cboe Global Markets 2024 Proxy Statement | 29 |

  38. Changes to Board Chairman and Lead Independent Director Compensation

    Following Mr. Farrow’s appointment in September 2023 from Lead Director to Non-Executive Chairman, starting October 1, 2023, Mr. Farrow became eligible to receive a Non-Executive Chairman annual cash retainer of $150,000 for each full Board term, in addition to the standard cash and stock retainers for non-employee directors, prorated to reflect his partial service for the May 2023 to May 2024 term. Further, starting October 1, 2023 he was no longer eligible for meeting attendance fees per committee meeting attended for the Company and for each subsidiary board of directors or committee meeting attended.

  39. 2023 Elements of Director Compensation Program

    2023 Elements of Director Compensation Program The compensation of our non-employee directors is based upon a compensation year beginning and ending in May at the time of our Annual Meeting of Stockholders. The following table reflects the base amount payable (i.e., not prorated) with respect to each component of our director compensation program for the Board term ending with the 2023 Annual Meeting of Stockholders and for the Board term ending with the Annual Meeting in 2024:

  40. 2023 Elements of Director Compensation Program

    | Annual Fees | May 2022 — May 2023 | May 2023 — May 2024 | | Cash retainer | $90,000 | $90,000 | | Stock retainer, value based on closing price on date of grant | $155,000 | $170,000 | | Committee chair cash retainer | | | | ATS Oversight | $20,000 | $20,000 | | Audit | $25,000 | $25,000 | | Compensation | $15,000 | $15,000 | | Finance and Strategy | $15,000 | $15,000 | | Nominating and Governance | $15,000 | $15,000 | | Risk | $20,000 | $20,000 | | Committee member cash retainer (in lieu of per-meeting fees for Board and standing committee meetings) | | | | ATS Oversight | n/a | $7,500 | | Audit | n/a | $16,500 | | Compensation | n/a | $12,000 | | Finance and Strategy | n/a | $12,000 | | Nominating and Governance | n/a | $12,000 | | Risk | n/a | $7,500 | | Prior to October 1, 2023, Lead Director cash retainer (pro-rata for 2023, $19,369), in addition to above cash and stock retainers | $50,000 | $50,000 | | After October 1, 2023, Non-Executive Chairman cash retainer fee (pro-rata for 2023, $37,500) | $n/a | $150,000 | | Meeting Fees | | | | Committee meeting attendance fee per meeting attended (starting in May 2023, only if in excess of each committee’s baseline meeting number + 2) (1) | $1,500 | $1,500 | | Lead Director meeting attendance fee per committee meeting attended for the Company and for each subsidiary board of directors or committee meeting attended | $1,500 | $n/a |

  41. 2023 Elements of Director Compensation Program

    | (1) The baseline meeting number + 2 for each committee is ATS Oversight (7), Audit (13), Compensation (10), Finance and Strategy (10), Nominating and Governance (10), and Risk (7). |

  42. 2023 Elements of Director Compensation Program

    | 30 | Cboe Global Markets 2024 Proxy Statement |

  43. 2023 Director Compensation

    2023 Director Compensation The compensation of our non-employee directors for their service for the year ended December 31, 2023 is shown in the following table. Prior to Mr. Tomczyk’s appointment as CEO, he served as a non-employee director on the Board in 2023. The amounts shown in “Executive Compensation – Summary Compensation—Summary Compensation Table” for Mr. Tomczyk include the compensation paid in connection with his partial-year of service as a non-employee director of the Board.

  44. 2023 Director Compensation

    | | Fees Earned or | Stock | All other | | | Name | Paid in Cash (1) | Awards (2) | Compensation (3) | Total | | William M. Farrow, III (4)(6) | $270,369 | $170,046 | $5,000 | $445,415 | | Edward J. Fitzpatrick (5)(6) | $138,462 | $170,046 | $10,000 | $318,508 | | Ivan K. Fong (6) | $112,962 | $170,046 | $— | $283,008 | | Janet P. Froetscher (6) | $142,210 | $170,046 | $15,000 | $327,256 | | Jill R. Goodman (6) | $135,338 | $170,046 | $500 | $305,884 | | Alexander J. Matturri, Jr. | $115,838 | $170,046 | $— | $285,884 | | Jennifer J. McPeek | $115,838 | $170,046 | $— | $285,884 | | Roderick A. Palmore (5) | $141,338 | $170,046 | $— | $311,384 | | James E. Parisi (5)(6) | $160,214 | $170,046 | $5,000 | $335,260 | | Joseph P. Ratterman (5) | $140,462 | $170,046 | $5,000 | $315,508 | | Eugene S. Sunshine (7) | $103,000 | $— | $18,400 | $121,400 |

  45. 2023 Director Compensation

    | (1) The amount shown in the Fees Earned or Paid in Cash column also include certain fees that were earned in 2023 and were paid in early 2024. |

  46. 2023 Director Compensation

    | (2) The amounts in the stock award column represent the grant date fair value of an equity grant of restricted stock units received by non-employee directors serving on the Board on May 11, 2023, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718). Assumptions used in the calculation of these amounts are included in the footnotes to our 2023 consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 2023 filed with the SEC. The non-employee directors then-serving on the Board received an equity grant of restricted stock units on May 11, 2023. The equity grants vest on the earlier of the one-year anniversary of the grant date or the completion of their final year of director service, subject to the director’s continuous service through the vesting date. Other than Mr. Sunshine who did not receive an equity grant in 2023 since he did not stand for reelection at the 2023 Annual Meeting, each of the listed directors held 1,223 shares of unvested restricted stock units as of December 31, 2023. Mr. Ratterman, who resigned on February 5, 2024, forfeited his unvested equity grant as of February 5, 2024. |

  47. 2023 Director Compensation

    | (3) Amounts shown in the All Other Compensation column represent matching gifts made to qualified non-profit organizations on behalf of non-employee directors and do not represent total charitable contributions made by them during the year. Amounts represent those provided through our Matching Gift Program that is available to non-employee directors. During 2023, we matched eligible gifts from a minimum of $50 to an aggregate maximum gift of $10,000 per non-employee director, per calendar year. In addition, in 2023, we matched at a rate of 1.5x eligible gifts from a minimum of $50 to $1,000 per non-employee director, per calendar year to organizations that support select charitable causes. Amounts also represent those provided through our Cboe Political Action Committee (“PAC”) Matching Gift Program that is available to non-employee directors. In 2023, we matched PAC contributions with eligible gifts from a minimum of $50 to an aggregate of $5,000 per non-employee director, per calendar year. |

  48. 2023 Director Compensation

    | Cboe Global Markets 2024 Proxy Statement | 31 |

  49. 2023 Director Compensation

    | (4) The amount shown in the Fees Earned or Paid in Cash column for Mr. Farrow also includes a one-time cash retainer of $100,000 for serving as the chair and lead independent director of the Special Committee. |

  50. 2023 Director Compensation

    | (5) The amount shown in the Fees Earned or Paid in Cash column also include fees of $12,000 for Messrs. Fitzpatrick, Palmore, Parisi, and Ratterman and Ms. Froetscher and $6,000 for Ms. Goodman for attending meetings for the Special Committee. |

  51. 2023 Director Compensation

    | (6) Mr. Fitzpatrick and Ms. Froetscher each elected to defer 100% of their 2023 cash fees (excluding any fees paid from service to a subsidiary board of directors or committee), and Messrs. Farrow, Fong, and Parisi and Ms. Goodman each elected to defer 100% of their 2023 equity grant. |

  52. 2023 Director Compensation

    | (7) The amount shown in the Fees Earned or Paid in Cash column for Mr. Sunshine also includes fees of $7,500 for attending Committee or subsidiary board of directors or committee meetings. |

  53. COMPENSATION DISCUSSION AND ANALYSIS

    | Executive Summary | 38 | | Principal Components of 2023 Executive Compensation | 38 | | Performance Affecting Fiscal 2023 Annual Incentive Pay Outcomes | 39 | | Performance Affecting 2021-2023 PSU Pay Outcomes | 39 | | Compensation Governance Practices | 39 | | 2023 Business Highlights | 39 | | Executive Compensation Program Practices | 41 | | Compensation Philosophy and Summary | 41 | | Company’s Response to Stockholder Vote on Say on Pay and on Frequency of Stockholder Vote on Say on Pay | 42 | | Compensation Refinements | 43 | | Executive Compensation Program Governance Cycle | 45 | | Independent Compensation Consultant | 46 | | Peer Group and Comparative Data | 46 | | 2023 Elements of Executive Compensation Program | 47 | | Base Salary and Bonus | 47 | | Annual Incentive | 47 | | Overview | 47 | | Corporate Financial Performance | 50 | | Individual Performance | 52 | | DEI Performance | 59 | | Actual Performance and Payouts | 61 | | Long-Term Incentive Plan | 61 | | Overview | 61 | | 2023 Grants | 61 | | 2023 Special One-Time, Mr. Tomczyk CEO Appointment, and Promotion Grants | 64 | | 2021 PSU Grants Vested | 67 | | Other Executive Compensation Program Considerations | 67 | | Stock Ownership and Holding Guidelines | 67 | | Hedging Policy | 68 | | Pledging Policy | 69 | | Clawbacks | 69 | | Employee Benefit Plans, Severance, Change in Control and Employment-Related Agreements | 69 | | Tax and Accounting Considerations | 70 |

  54. Principal Components of 2023 Executive Compensation

    | | Base Salary | | | Fixed level of cash compensation based on performance, expertise, experience, and market value | | | Target annual incentive is based on percentage of base salary | | | Annual Incentive Bonus | | | Provides variable cash compensation payout opportunities to the extent pre-established EBITDA and net revenue corporate, individual, and DEI performance goals are met over a one-year performance period | | | Individual performance goals include, among others, ESG related goals such as communicating with investors, succession planning with intentional focus on diversity, and ensuring recruitment, retention and rewarding of diverse, top performing talent | | | DEI performance goals include, among others, retention and attraction of women and historically underrepresented group goals, executing on social impact goals, and fostering an inclusive culture | | | Payout range is 0% to 200% of executive’s target bonus opportunity | | | Long-Term Equity Awards—Restricted Stock Units | | | Provides compensation in the form of Company shares to the extent 3-year graded service period is met | | | Aligns interests of our executives with those of our stockholders, encourages retention for executives who are not retirement eligible, and motivates executives to focus on our long-term growth and increased stockholder value | | | Long-Term Equity Awards—Performance Share Units* | | | Provides variable compensation in the form of Company shares to the extent pre-established relative total stockholder return (“TSR”) and earnings per share (“EPS”) goals are met over a 3-year period | | | Aligns the interests of our executives with stockholders, provides significant incentive for retention, and motivates our executives to focus on our long-term growth and increased stockholder value | | | Payout range is 0% to 200% of executive’s target number of PSUs |

  55. Principal Components of 2023 Executive Compensation

    | * In 2023, Mr. Tomczyk received a long-term equity award of Restricted Stock Units for his appointment to CEO for the reasons set forth below under “Long-Term Incentive Plan—2023 Special One-Time, Mr. Tomczyk CEO Appointment, and Promotion Grants—Mr. Tomczyk’s CEO Appointment Grant.” Mr. Tomczyk’s CEO appointment equity award is included in the CEO’s target pay mix chart. |

  56. Performance Affecting Fiscal 2023 Annual Incentive Pay Outcomes

    Performance Affecting Fiscal 2023 Annual Incentive Pay Outcomes

  57. Performance Affecting Fiscal 2023 Annual Incentive Pay Outcomes

    | 2023 Net Revenues | 2023 Adjusted EBITDA (1) | | $1,918 Million | $1,241 Million | | | | | 101.0% of Target Achieved | 103.4% of Target Achieved |

  58. Performance Affecting 2021-2023 PSU Pay Outcomes

    Performance Affecting 2021-2023 PSU Pay Outcomes

  59. Performance Affecting 2021-2023 PSU Pay Outcomes

    | 3-Year Relative TSR | 3-Year Adjusted EPS (1) | | 92nd Percentile | $20.78 | | | | | 200% of Target PSUs Earned | 200% of Target PSUs Earned |

  60. Performance Affecting 2021-2023 PSU Pay Outcomes

    | (1) Adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) and 3-year adjusted EPS are non-GAAP measures and reconciliations to GAAP measures are provided in Appendix A. |

  61. Compensation Governance Practices

    | What we do | What we don’t do | | Mitigate compensation risk Enforce robust mandatory stock ownership and holding guidelines Utilize independent compensation consultant Maintain a Compensation Committee that is composed solely of independent directors Active engagement with stockholders Maintain double trigger change in control provisions in equity awards and for severance benefits in an employment agreement and the Executive Severance Plan Provide clawback provisions for cash incentive and equity incentive awards for executives Impose maximum caps and limits on short- and long-term incentive award payouts | Ä No hedging of Company stock by executives Ä No pledging of Company stock by executives Ä No tax gross-ups upon a change in control or otherwise Ä No current use of employment contracts Ä No payouts for below threshold level for corporate performance Ä No excessive perquisites Ä No guaranteed incentive payments |

  62. 2023 Business Highlights

    | ◾ | Cboe Europe Derivatives Exchange launched new pan-European single stock option products. |

  63. Compensation Philosophy and Summary

    Compensation Philosophy and Summary Our executive compensation program is designed to attract and retain talented and dedicated executives who are instrumental in our achievement of key strategic business objectives. To meet these objectives, the Compensation Committee designed and implemented a program that links a substantial portion of executive compensation to the achievement of pre-set corporate and individual performance goals. The Compensation Committee believes that our executive compensation program plays a vital role in contributing to the achievement of key strategic business objectives that ultimately drive long-term business success. Accordingly, we designed our executive compensation program to focus our executives on achieving critical corporate financial and strategic goals, while taking steps to position the business for sustained growth in financial performance over time. Our executive compensation program (other than with respect to Mr. Tomczyk's CEO long-term equity award, which was comprised solely of restricted stock units) generally consists of the following elements, in addition to retirement, health, and welfare benefits:

  64. Compensation Philosophy and Summary

    The following charts show the 2023 total target compensation mix for the CEO and the other NEOs as a group. The majority of 2023 total target compensation is “at-risk” (i.e., linked to achievement of performance goals and/or the value is tied to our common stock price) and, further, the majority of “at-risk” pay is in the form of equity awards. Total target compensation is the sum of an executive officer’s 2023 target annual pay opportunities for their respective roles following their respective promotions. The following does not reflect Messrs. Tilly and Schell’s 2023 compensation, the one-time cash retention bonus to Ms. Griebenow, and the special one-time long-term equity award granted to Ms. Clay.

  65. Compensation Philosophy and Summary

    | * For more information on Mr. Tomczyk’s long-term equity award grant in 2023, see “Long-Term Incentive Plan—2023 Special One-Time, Mr. Tomczyk CEO Appointment, and Promotion Grants—Mr. Tomczyk’s CEO Appointment Grant.” Mr. Tomczyk’s CEO appointment equity award is included in the CEO’s target pay mix chart. |

  66. Compensation Refinements

    Compensation Refinements The Board and Compensation Committee approved the following three refinements to our executive compensation program: (i) modified the weightings of the performance metrics of our annual incentive plan, (ii) modified the payout scale for our PSU grants, and (iii) modified retirement provisions in future equity award agreements. Modification of weighting of annual performance metrics. The Board and Compensation Committee determine actual annual incentive bonus payouts based on achieved results measured against pre-established corporate and individual performance goals. For 2023, with respect to the NEOs, the Compensation Committee decreased the focus of the annual incentive program on individual performance metrics by reallocating 10% of the overall weighting towards a new diversity, equity, and inclusion (“DEI”) performance metric. The Company believes a culture of diversity and inclusion that promotes creativity, collaboration, and innovation is critical to the success of our business and defining the markets of tomorrow. Further, the reallocation of weighting towards a new DEI metric reinforces the value the Company places on DEI objectives by tying NEO pay to their achievement. The Compensation Committee also increased the weighting for net revenue by 5% and decreased the weighting for adjusted EBITDA by 5% as compared to the 2022 annual incentive plan. As a growing organization with more recurring revenues, our NEOs have more control over revenue, organic top-line growth, and sales and the goals that measure such performance were adjusted accordingly. The metrics and weightings were updated as follows:

  67. 2022 Performance Metrics*

    2022 Performance Metrics*

  68. 2022 Performance Metrics*

    | Named Executive Officer | Corporate-wide Net Revenue | Corporate-wide Adjusted EBITDA | Individual Performance | | David Howson | 25% | 45% | 30% | | Christopher A. Isaacson | 25% | 45% | 30% | | Edward T. Tilly | 25% | 45% | 30% | | Brian N. Schell | 25% | 45% | 30% |

  69. 2022 Performance Metrics*

    | * Mr. Tomczyk and Mses. Griebenow and Clay became named executive officers for the first time in 2023, and thus no amounts are shown in the table for 2022. |

  70. 2022 Performance Metrics*

    | Cboe Global Markets 2024 Proxy Statement | 43 |

  71. 2023 Performance Metrics

    2023 Performance Metrics

  72. 2023 Performance Metrics

    | Named Executive Officer | Corporate-wide Net Revenue | Corporate-wide Adjusted EBITDA | Business Unit Net Revenue | Business Unit EBITDA or Adjusted EBITDA | Individual Performance | DEI Performance | | Fredric J. Tomczyk (1) | 30% | 40% | —% | —% | 30% | —% | | Jill M. Griebenow (2) | 30% | 40% | —% | —% | 20% | 10% | | David Howson | 30% | 40% | —% | —% | 20% | 10% | | Christopher A. Isaacson | 30% | 40% | —% | —% | 20% | 10% | | Catherine R. Clay | 15% | 15% | 15% | 25% | 20% | 10% | | Edward T. Tilly | 30% | 40% | —% | —% | 20% | 10% | | Brian N. Schell | 30% | 40% | —% | —% | 20% | 10% |

  73. 2023 Performance Metrics

    | (1) Due to Mr. Tomczyk’s appointment to CEO late in the fiscal year in September 2023, his individual and DEI performance goals comprised 30% and 0%, respectively, of his target annual incentive opportunity. |

  74. 2023 Performance Metrics

    | (2) Ms. Griebenow’s individual and DEI performance goals comprised 30% and 0%, respectively, of her target annual incentive opportunity for approximately the first half of 2023, and 20% and 10%, respectively, of her target annual incentive opportunity for approximately the second half of 2023. |

  75. 2023 Performance Metrics

    Modification of payout scale for PSUs. The Board and Compensation Committee refined the relative TSR performance metric for our PSUs by adjusting the threshold and maximum TSR percentiles that result in a payout of 50% of the target number of PSUs and 200% of the target number of PSUs, respectively. Previously, threshold performance was achieved at the 20th percentile, while maximum performance was achieved at the 80th percentile. For our 2023-2025 PSUs that vest based on relative TSR performance, threshold performance is set at the 25th percentile and maximum performance is set at the 75th percentile. These changes were made in response to stockholder feedback and to better align the interests of our NEOs with our business strategy and our stockholders as well as with market practice. The percentiles were updated as follows:

  76. 2023 Performance Metrics

    | | Threshold | Target | Maximum | | | (50% Payout) | (100% Payout) | (200% Payout) | | 2022—2024 Relative TSR Compared to S&P 500 | 20th Percentile | 50th Percentile | 80th Percentile | | 2023—2025 Relative TSR Compared to S&P 500 | 25th Percentile | 50th Percentile | 75th Percentile |

  77. 2023 Performance Metrics

    Modification of retirement provisions in future new award agreements. In connection with the grants of new equity awards starting in 2024, the Board and Compensation Committee revised the new award agreements to provide that in the event of a participant’s retirement and the submission of prior 6-months’ notice and satisfaction of other requirements, all unvested outstanding RSUs and a pro-rata portion of unvested outstanding PSUs will remain outstanding and be distributed in accordance with the award’s original vesting and settlement schedule, even after the applicable retirement date. Retirement eligibility will require, in addition to attaining 55 years of age and 10 years of continuous service, submission of 6 months of advanced written notice of a retirement and submission, approval, and satisfactory completion of a transition plan. These changes were made to help promote more orderly transitions of associates, increase the retentive benefits of our equity awards, and to better align the interests of our associates with our long-term business strategy and our stockholders as well as with market practice.

  78. 2023 Performance Metrics

    | 44 | Cboe Global Markets 2024 Proxy Statement |

  79. Independent Compensation Consultant

    Independent Compensation Consultant For 2023, the Compensation Committee engaged Meridian as its independent compensation consultant to provide the Compensation Committee with advice and assistance related to the design of our executive compensation program. Meridian reviews our executive compensation program and advises the Compensation Committee on best practices and plan design to help improve the program’s effectiveness and alignment with market practices. In addition, Meridian provides advice to the Compensation Committee on the Company’s compensation peer group and on the competitive positioning of the various components of the executive compensation program. Meridian consultants regularly attend meetings of the Compensation Committee. Meridian also meets with the Compensation Committee in executive session without management present and may communicate directly, as needed, with members of the Compensation Committee and the Board at large. Based on a review of its engagement of Meridian and consideration of factors set forth in SEC and BZX rules, the Compensation Committee determined that Meridian’s work did not raise any conflicts of interest and that it is independent from management.

  80. Peer Group and Comparative Data

    Peer Group and Comparative Data For 2023 compensation decisions, the Compensation Committee considered competitive market data derived from a 22-company custom peer group and an executive compensation survey published by a third party that solely covered exchange holding companies, financial services firms, and technology-focused companies of similar size to Cboe. The 22-company custom peer group was composed of exchange holding companies, financial services firms, and technology-focused companies with corporate profiles similar to ours. Based on the then-available fiscal year 2022 data, the Company’s annual revenue fell near the median of the peer group and the market capitalization and number of employees fell below the median of the peer group. The Compensation Committee used the market data derived from the peer group and the executive compensation survey as points of reference, rather than as the sole determining factor in setting compensation for our NEOs.

  81. Peer Group and Comparative Data

    | Peer Group | | | Akamai Technologies, Inc. | London Stock Exchange Group plc | | Broadridge Financial Solutions, Inc. | LPL Financial Holdings Inc. | | Citrix Systems, Inc. | MarketAxess Holdings Inc. | | CME Group Inc. | MSCI Inc. | | Deutsche Borse AG | Nasdaq, Inc. | | Equifax Inc. | SEI Investments Company | | Euronet Worldwide, Inc. | Stifel Financial Corp. | | FactSet Research Systems Inc. | Synopsys, Inc. | | Fortinet, Inc. | TransUnion | | Intercontinental Exchange, Inc. | Verisk Analytics, Inc. | | Jack Henry & Associates, Inc. | Virtu Financial, Inc. |

  82. Peer Group and Comparative Data

    Following the 2023 compensation decisions, the Compensation Committee reviewed the peer group. The Committee reviewed the data provided by Meridian and compared our corporate performance to our peer group in the areas of revenues, gross profit, market capitalization, and number of employees. The Committee also considered business descriptions, complexity of business, and other qualitative factors.

  83. Peer Group and Comparative Data

    | 46 | Cboe Global Markets 2024 Proxy Statement |

  84. Peer Group and Comparative Data

    The Committee approved one change to the peer group, removing Citrix Systems, Inc. because the company was acquired. The change decreased the number of peers from 22 to 21 companies.

  85. Base Salary and Bonus

    Base Salary and Bonus The base salary for our NEOs is designed to be part of a competitive total compensation package when compared to our peer group. Base salary provides our NEOs with a measure of certainty within their total compensation package and provides a baseline for their target payout opportunity under the annual incentive plan. In setting base salary, in addition to considering market benchmark data derived from our peer group and an executive compensation survey, the Compensation Committee also considered for each NEO the following factors:

  86. Base Salary and Bonus

    | Position, | Individual performance, | | Experience, | Potential to influence our future success, and | | Industry specific knowledge, | Total compensation. | | Level of responsibility, | |

  87. Base Salary and Bonus

    For 2023, the Compensation Committee approved or made recommendations to the Board regarding the base salaries for each of the NEOs, with input in part from Messrs. Tomczyk or Tilly, as applicable, regarding the individual performances of Messrs. Schell, Howson, Isaacson, and Mses. Griebenow and Clay. Below are the annualized base salary amounts at December 31, 2023 and 2022 for the NEOs and the aggregate percent change.

  88. Base Salary and Bonus

    | | 2022 Base | 2023 Base | Percent | | Named Executive Officer | Salary (1) | Salary (1) | Change | | Fredric J. Tomczyk (2) | $— | $1,000 | —% | | Jill M. Griebenow (2) | $— | $500 | —% | | David Howson | $625 | $625 | —% | | Christopher A. Isaacson | $650 | $650 | —% | | Catherine R. Clay (2) | $— | $500 | —% | | Edward T. Tilly | $1,265 | $1,265 | —% | | Brian N. Schell | $525 | $525 | —% |

  89. Base Salary and Bonus

    | (1) In thousands. |

  90. Base Salary and Bonus

    | (2) Mr. Tomczyk and Mses. Griebenow and Clay became NEOs for the first time in 2023, and thus no amounts are shown in the table for 2022. |

  91. Base Salary and Bonus

    In addition, in August 2022, Ms. Griebenow received a one-time cash retention bonus of $150,000. This retention bonus was subject to a one-year service requirement to become fully earned, which was satisfied as of August 31, 2023.

  92. Annual Incentive

    Annual Incentive Overview. The annual incentive, or bonus, component of the total compensation package paid to our NEOs is designed to reward the achievement of key corporate and individual performance goals that drive our annual operating and financial results.

  93. Annual Incentive

    | Cboe Global Markets 2024 Proxy Statement | 47 |

  94. Annual Incentive

    The Compensation Committee established a target annual incentive opportunity for each of the NEOs by considering market benchmark data derived from our peer group and an executive compensation survey, and separately by considering the following factors:

  95. Annual Incentive

    | Position, | Individual performance, | | Experience, | Potential to influence our future success, and | | Industry specific knowledge, | Total compensation. | | Level of responsibility, | |

  96. Annual Incentive

    The table below shows each NEO’s 2022 and 2023 target annual incentive opportunity, shown as a percentage of salary, and the change in percentage points.

  97. Annual Incentive

    | 1 | | | | | | | 2022 Target Annual | 2023 Target Annual | | | | | Incentive | Incentive | | | | | Opportunity as | Opportunity as | Change in | | | | Percentage of | Percentage of | Percentage | | | Named Executive Officer | Base Salary | Base Salary | Points | | | Fredric J. Tomczyk (1) | —% | 165% | — | pts | | Jill M. Griebenow (1, 2) | —% | 120% | — | pts | | David Howson | 130% | 135% | 5 | pts | | Christopher A. Isaacson | 150% | 150% | — | pts | | Catherine R. Clay (1, 3) | —% | 100% | — | pts | | Edward T. Tilly | 165% | 165% | — | pts | | Brian N. Schell | 140% | 140% | — | pts |

  98. Annual Incentive

    | (1) Mr. Tomczyk and Mses. Griebenow and Clay became NEOs for the first time in 2023, and thus no amounts are shown in the table for 2022. |

  99. Annual Incentive

    | (2) Ms. Griebenow’s 2023 target annual incentive opportunity from January 1, 2023 through July 9, 2023 was 60% of her base salary, and then from July 10, 2023 through December 31, 2023 was 120% of her base salary. |

  100. Annual Incentive

    | (3) Ms. Clay’s 2023 target annual incentive opportunity from January 1, 2023 through February 28, 2023 was 85% of her base salary, and then from March 1, 2023 through October 11, 2023 was 95% of her base salary, and then from October 12, 2023 through December 31, 2023 was 100% of her base salary. |

  101. Annual Incentive

    The target annual incentive opportunity for Mr. Howson increased due to his assumption of additional responsibilities and to align compensation more closely with comparative market data. The Compensation Committee determines actual annual incentive bonus payouts based on achieved results measured against pre-established performance goals. The use of pre-established performance metrics and related goals creates an annual incentive plan that rewards our executive officers for strong performance, reduces payouts when performance does not meet target and eliminates payouts if performance does not meet threshold. In addition, the performance metrics and related goals create a structured, formulaic annual incentive plan—the executive officers know throughout the year what needs to be accomplished and what specific bonus dollar amounts can be earned at different performance levels.

  102. Annual Incentive

    | 48 | Cboe Global Markets 2024 Proxy Statement |

  103. Annual Incentive

    The following is a graphical depiction showing the formula used for determining annual incentive bonus payouts. For the 2023 annual incentive plan the Compensation Committee approved three types of performance metrics: (i) corporate financial performance metrics (weighted 70%), (ii) individual performance metrics (weighted 20%), and (iii) DEI performance metrics (weighted 10%). The Compensation Committee established goals at threshold, target, and maximum performance levels with respect to the corporate financial performance metrics. However, given the nature of the individual and DEI performance metrics, the Compensation Committee did not set a range of individual and DEI performance levels. Rather, the Compensation Committee determined each NEO’s payout based on the assessment of the executive officer’s actual performance measured against pre-established individual and DEI performance goals. The Company will pay no annual incentive bonus to a named executive officer with respect to a corporate financial metric, if the actual performance for such corporate financial metric is below threshold. The following chart shows the bonus payout opportunity for each NEO at various performance levels.

  104. Annual Incentive

    | | | Target Annual | | | | | | | Incentive | | | | | | | Opportunity as | Annual Bonus Payout | | | | | Base | Percentage of | Opportunity (1) | | | | Named Executive Officer | Salary (1) | Base Salary | Threshold | Target | Maximum | | Fredric J. Tomczyk (2) | $288 | 165% | $83 | $475 | $950 | | Jill M. Griebenow (3) | $435 | (3) | $71 | $405 | $809 | | David Howson | $625 | 135% | $148 | $844 | $1,688 | | Christopher A. Isaacson | $650 | 150% | $171 | $975 | $1,950 | | Catherine R. Clay (4) | $500 | (4) | $80 | $459 | $917 | | Edward T. Tilly (5) | $1,265 | 165% | $365 | $2,087 | $4,175 | | Brian N. Schell (5) | $525 | 140% | $129 | $735 | $1,470 |

  105. Annual Incentive

    | (1) In thousands. |

  106. Annual Incentive

    | (2) Mr. Tomczyk’s annual incentive payout opportunity is based on his base salary, which started on September 18, 2023 at a rate of $1,000,000 on an annualized basis in connection with his appointment to CEO. |

  107. Annual Incentive

    | (3) Ms. Griebenow’s 2023 target annual incentive opportunity from January 1, 2023 through July 9, 2023 was 60% of her base salary, and then from July 10, 2023 through December 31, 2023 was 120% of her |

  108. Annual Incentive

    | Cboe Global Markets 2024 Proxy Statement | 49 |

  109. Annual Incentive

    | base salary. Ms. Griebenow’s annual incentive payout opportunity takes into account her changes in base salary and annual incentive opportunities. The increase in annual base salary and annual incentive opportunity were in connection with Ms. Griebenow’s promotion. |

  110. Annual Incentive

    | (4) Ms. Clay’s 2023 target annual incentive opportunity from January 1, 2023 through February 28, 2023 was 85% of her base salary, and then from March 1, 2023 through October 11, 2023 was 95% of her base salary, and then from October 12, 2023 through December 31, 2023 was 100% of her base salary. Ms. Clay’s annual incentive payout opportunity takes into account her changes in annual incentive opportunity. The increase in annual incentive opportunity from 85% to 95% was in connection with Ms. Clay’s assumption of additional responsibilities. The increase in annual incentive opportunity from 95% to 100% was in connection with Ms. Clay’s promotion. |

  111. Annual Incentive

    | (5) Messrs. Tilly and Schell were ineligible for an annual bonus for fiscal year 2023. |

  112. Annual Incentive

    Corporate Financial Performance. For the 2023 annual incentive plan, the Compensation Committee approved the following corporate financial performance metrics for Messrs. Tomczyk, Howson, Isaacson, Tilly, and Schell and Ms. Griebenow: (i) corporate-wide net revenue (weighted 30%) and (ii) corporate-wide adjusted EBITDA (weighted 40%). These performance metrics, in the aggregate, are weighted 70% of each NEO’s target annual incentive opportunity. Financial performance metrics are also weighted 70% of Ms. Clay’s 2023 target annual incentive opportunity, consisting of corporate-wide and business unit financial metrics. The Compensation Committee approved the following corporate performance metrics for Ms. Clay: (i) corporate-wide net revenue (weighted 15%), (ii) corporate-wide adjusted EBITDA (weighted 15%), (iii) business unit revenue (weighted 15% in the aggregate of the applicable business units), and (iv) business unit EBITDA or adjusted EBITDA (weighted 25% in the aggregate of the applicable business units). Given that a portion of Ms. Clay’s responsibilities focused on our DnA and Digital business units for approximately the first three quarters of the year, and our derivatives (U.S. options and futures) business units for approximately the last quarter of the year, the Compensation Committee assigned applicable business unit performance goals to Ms. Clay. The Compensation Committee approved the corporate financial performance metrics for the NEOs for the following reasons: To align the interests of our executives with stockholders, To focus our executives on long-term growth by continuing to increase our revenue and earnings by increasing trading in our products, To allocate a larger weighting to adjusted EBITDA growth rather than to revenue growth because executives are able to influence adjusted EBITDA growth to a greater degree than revenue growth, and To allocate different weightings of the corporate performance metrics based on whether an executive is a corporate or business unit leader, thereby driving the importance of certain metrics over which an executive has more impact. The Compensation Committee also established goals at threshold, target, and maximum performance levels and payouts with respect to the corporate performance metrics. The Compensation Committee used straight-line interpolation to determine payouts for performance results in between the threshold and target performance levels and in between the target and maximum performance levels. The percentage payout of target incentive opportunity for each of the metrics is 25% for threshold, 100% for target, and 200% for maximum.

  113. Annual Incentive

    | 50 | Cboe Global Markets 2024 Proxy Statement |

  114. NEOs’ 2023 Corporate-Wide Percentage Payout of Target

    NEOs’ 2023 Corporate-Wide Percentage Payout of Target For each NEO, the table below shows the corporate performance metric threshold, target, and maximum goals, actual performances and percentage payouts of target for 2023. The table below also shows each officer’s 2023 Percentage Payout of Target based on achieved performance, except that for Ms. Clay, the below only shows the payout relating to her corporate-wide performance goals.

  115. NEOs’ 2023 Corporate-Wide Percentage Payout of Target

    | Performance Metrics | Weighting (1) | Threshold* | Target* | Maximum* | Actual* | Percentage Payout of Target | | Net Revenue | 30% | $1,708 | $1,898 | $2,088 | $1,918 | 110.0% | | Adjusted EBITDA (2) | 40% | $1,021 | $1,200 | $1,381 | $1,241 | 122.7% |

  116. NEOs’ 2023 Corporate-Wide Percentage Payout of Target

    | * In millions |

  117. NEOs’ 2023 Corporate-Wide Percentage Payout of Target

    | (1) For Ms. Clay, the weighting is Net Revenue (15%) and Adjusted EBITDA (15%). |

  118. NEOs’ 2023 Corporate-Wide Percentage Payout of Target

    | (2) Adjusted EBITDA for the Company is a non-GAAP measure used by the Company and a reconciliation of actual performance to a GAAP measure is provided in Appendix A. |

  119. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    Ms. Clay’s 2023 Business Unit Percentage Payout of Target As the Executive Vice President, Global Head of Derivatives and former Executive Vice President, Digital and Data and Access Solutions (“DnA”), Ms. Clay’s annual incentive award was subject to the achievement of corporate-wide net revenue and adjusted EBITDA (disclosed above) and business unit goals for the DnA, Digital, U.S. options, and futures business units. The tables below show the business unit performance metric threshold, target, and maximum goals, actual performances and percentage payouts of target for 2023. For Ms. Clay, the following 2023 percentage payout of target based on achieved business unit performance is then prorated for approximately the first three-quarters of the year.

  120. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Business Unit Performance Metrics | Weighting | Threshold* | Target* | Maximum* | Actual* | Percentage Payout of Target | | Net Revenue | | | | | | | | DnA Net Revenue | 12% | $450 | $529 | $608 | $529 | 100.7% | | Digital Net Revenue | 3% | $7 | $8 | $9 | $-5 | 0% | | EBITDA and Adjusted EBITDA (1) | | | | | | | | DnA EBITDA (1) | 20% | $364 | $455 | $546 | $464 | 110.5% | | Digital Adjusted EBITDA (1) | 5% | $-35 | $-29 | $-23 | $-30 | 86.5% |

  121. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | * In millions |

  122. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | (1) EBITDA and Adjusted EBITDA, as applicable, for the business units DnA and Digital are non-GAAP measures used by the Company and a reconciliation of actual performance to a GAAP measure is provided in Appendix A. |

  123. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Cboe Global Markets 2024 Proxy Statement | 51 |

  124. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    For Ms. Clay, the following 2023 percentage payout of target based on achieved business unit performance is then prorated for approximately the last quarter of the year.

  125. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Business Unit Performance Metrics | Weighting | Threshold* | Target* | Maximum* | Actual* | Percentage Payout of Target | | Net Revenue | | | | | | | | U.S. Options Net Revenue | 11.25% | $916 | $1,078 | $1,240 | $1,169 | 156.7% | | Futures Net Revenue | 3.75% | $120 | $141 | $162 | $125 | 45.0% | | Adjusted EBITDA (1) | | | | | | | | U.S. Options Adjusted EBITDA (1) | 18.75% | $763 | $954 | $1,145 | $1,061 | 156.0% | | Futures Adjusted EBITDA (1) | 6.25% | $109 | $136 | $163 | $123 | 62.1% |

  126. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | * In millions |

  127. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | (1) Adjusted EBITDA for the U.S. options and futures business units are non-GAAP measures used by the Company and a reconciliation of actual performance to a GAAP measure is provided in Appendix A. |

  128. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    The achievement of net revenue, adjusted EBITDA, and DnA, Digital, U.S. options, and futures business unit performances are measured as of December 31, 2023. The target 2023 net revenue, adjusted EBITDA, and DnA, Digital, U.S. options, and futures business unit performance projections were presented to and reviewed by the Board as part of the Company’s annual budgeting process. Adjustments to the target corporate-wide adjusted EBITDA and DnA, Digital, U.S. options, and futures EBITDA and adjusted EBITDA, as applicable, business unit performance projections were further reviewed in February 2024 by the Board. The adjusted EBITDA projection for the Company excludes the performance of our minority investment in 7Ridge Fund (which owns Trading Technologies), since earnings related to investments do not reflect actual corporate performance. The Digital, U.S. options, and futures adjusted EBITDA business unit performance projections were adjusted to account for organizational changes that occurred in 2023 and exclude allocated expenses from the corporate segment in order to better reflect organizational oversight. In February 2024, the Board approved the actual performances of the corporate-wide net revenue, corporate-wide adjusted EBITDA and DnA, Digital, U.S. options, and futures business units. Individual Performance. For the 2023 annual incentive plan, individual performance goals comprised 20% of each NEO’s target annual incentive opportunity, except for Mr. Tomczyk and Ms. Griebenow. Due to Mr. Tomczyk’s appointment to CEO late in the fiscal year in September 2023, his individual performance goals comprised 30% of his target annual incentive opportunity. Ms. Griebenow’s individual performance goals comprised 30% of her target annual incentive opportunity for approximately the first half of 2023, and 20% of her target annual incentive opportunity for approximately the second half of 2023. Based upon the level of achievement for the individual performance goals, the Compensation Committee determined the payout percentage of target annual incentive award opportunity for individual performance for each NEO.

  129. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | 52 | Cboe Global Markets 2024 Proxy Statement |

  130. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    In 2023, with respect to each NEO, the Compensation Committee set the following corporate strategic goals and considered, among other items, the following achieved performance in 2023:

  131. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Goal | Performance | | Create World-Class Employee Experience Enhance our employee experience through improved culture and communications to achieve satisfaction, engagement, career development and retention | ● Regular communications with employees, such as townhalls, weekly letters, and fireside chats ● Completed and analyzed employee engagement survey, while improving engagement scores ● Completed and analyzed employee pulse engagement survey around the time of the CEO leadership transition ● Launched new employee leadership training program ● Launched new employee resource groups and increased engagement and participation in such groups ● Increased the representation of underrepresented minorities ● Emphasized the importance of employee mental health ● Held routine succession planning meetings to determine appropriate talent pipeline, including a focus on diverse talent ● Increased focus on and tracking of the employment and hiring of diverse talent ● Awarded 7 full-ride college scholarships through Cboe Empowers, a community engagement program ● Named best places to work by third parties | | Focus on Client Driven Solutions Listen to our customers to develop and deploy smart, innovative products and services to address their needs and support efficient markets | ● Launched Cboe S&P 500 Dispersion Index, a volatility index designed to measure expected dispersion in the S&P 500 Index (SPX) ● Launched the 1-Day Volatility Index, designed to measure volatility over the current trading day ● Launched new Credit VIX Indices, designed to provide a VIX Index-like measure for credit market volatility ● Cboe Europe continued to be the largest Pan-European equities exchange ● Cboe FX grew market share and successfully commenced trading on a new UST platform ● Launched a new global listing offering for companies and ETFs of the purpose-driven innovation economy ● Provided world class education on our products through conferences, including a Risk Management Conference in Austin |

  132. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Cboe Global Markets 2024 Proxy Statement | 53 |

  133. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Mergers and Acquisitions Excellence Ensure integration excellence for customers of newly acquired companies and all employees, new and existing; effectively deploy capital to increase Company’s long-term return on invested capital. | ● Continued favorable post close employee engagement scores ● Focused on integrations, re-platforming, and migrations of acquisitions, including successful migration of Cboe Australia and Cboe Japan to Cboe technology ● Integrated NEO and MatchNow into the Cboe Canada framework ● Reviewed mergers and acquisitions performance and strategy | | Expand & Enhance Global Derivatives Offering Broaden global footprint and access for all new and existing derivatives products and platforms | ● Expanded S&P 500 Index (SPX) options use with zero days to expiration (0-DTE) options ● Drove increased sales growth ● Set several volume records in Cboe’s proprietary product suite ● Cboe Labs continued to enhance and generate new tradable products ● Implemented market structure enhancements ● Cboe Europe Derivatives Exchange launched new single stock options ● Grew Cboe Bids internationally, with launches in Australia and Japan | | Expand Global Data and Access Solutions Footprint Grow non-transaction revenue globally | ● Global Index Platform expanded to European Union ● Working to release Cboe One Options Feed, a new real-time U.S. options market data solution ● Continued expansion of Cboe Global Cloud content and customers globally ● Grew Cboe DataShop offerings |

  134. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    The Compensation Committee received input from Mr. Tomczyk regarding the individual performances and recommendations regarding incentive compensation of the executive officers (other than himself), including Messrs. Howson and Isaacson and Mses. Griebenow and Clay. The Compensation Committee, with input from the Board, also evaluated the individual performance of Mr. Tomczyk. More specifically, with respect to Messrs. Tomczyk, Howson, and Isaacson, the Compensation Committee set the following individual goals and considered, among other items, the following achieved performance in 2023.

  135. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | 54 | Cboe Global Markets 2024 Proxy Statement |

  136. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    The table below shows Mr. Tomczyk’s individual goals and achieved performance highlights in 2023.

  137. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Goal | Performance | | Manage the Company and its affiliates to achieve the corporate strategic goals, with a focus on long-term shareholder value | ● As discussed above and in “2023 Business Highlights,” overall, substantially performed on targeted 2023 strategic goals | | Lead the organization through the CEO transition and help ensure retention of key talent, nurturing and developing the senior leadership team | ● Managed employee retentions and transitions ● Held succession planning meetings to determine appropriate talent pipeline and retention risk ● Identifying and developing a successor talent bench across critical positions ● Traveled to international offices to meet with employees | | Review and sharpen the Company’s long-term strategy | ● Engaged with customers and stockholders at investor and industry conferences, and by participating in informational fireside chats, conducting investor road shows, and hosting meetings ● Reviewed the Company’s long-term strategy with senior leadership team | | Embrace a culture that promotes honesty, diversity and ethical conduct in all of our business endeavors and transactions | ● Held trainings to help promote integrity, diversity and ethical conduct | | Deepen our long-term business relationships with key index and product partners | ● Met locally and traveled to international offices to meet with index and product partners | | Work with the Compensation Committee and the Board to enhance the Company’s succession plan for senior management positions with specific focus on the CEO role | ● Held succession planning meetings with Compensation Committee and Board ● Reviewed and tracked diversity metrics, including related to promotions and retentions |

  138. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Cboe Global Markets 2024 Proxy Statement | 55 |

  139. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    The table below shows Mr. Howson’s individual goals and achieved performance highlights in 2023.

  140. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Goal | Performance | | Manage the Company and its affiliates to achieve the corporate strategic goals listed above | ● As discussed above and in “2023 Business Highlights,” overall, substantially performed on targeted 2023 strategic goals | | Effectively communicate with the investment community, customers, and the public so as to cultivate a loyal stockholder and customer base | ● Engaged with customers and stockholders at investor and industry conferences, and by participating in informational fireside chats, conducting investor road shows, and hosting meetings ● Met with global government officials, lawmakers, and regulators ● Continued open dialogue with customers and investors | | Mergers and acquisitions global excellence including effective integration | ● Chaired securities exchanges, CFE, SEF, and Cboe Canada boards ● Oversaw leadership transitions in Asia Pacific region and Cboe Clear Europe ● Expanded BIDS Trading to Cboe Japan and Cboe Australia ● Completed technology migrations of Cboe Australia and Cboe Japan | | Manage development and execution of customer led innovations and solutions across business lines | ● Continued growth and expansion of global client coordination model ● Grew derivatives business and defended equities business ● Global business lines introduced wide range of differentiated new features, offerings, and market structure changes ● Cboe FX grew market share and successfully commenced trading on a new UST platform ● Launched a new global listing offering for companies and ETFs of the purpose-driven innovation economy ● Provided world class education on our products through conferences, including a Risk Management Conference in Austin |

  141. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | 56 | Cboe Global Markets 2024 Proxy Statement |

  142. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Ensure recruitment, retention and rewarding of diverse, top performing talent and institutional knowledge by driving overall engagement and innovation, including during integration of any mergers and acquisitions | ● Held routine succession planning meetings to determine appropriate talent pipeline, including focus on recruitment and retention of key, diverse talent throughout 2023 ● Successfully implemented full department reorganization and multiple leadership transitions, including a new President of Cboe Clear Europe, a new Global Head of Derivatives, a new Global Head of Data and Access Solutions, a new President of Australia, and a new President of European and North American equities ● Continued to maintain high employee retention and engagement, despite competitive job market and leadership transitions ● Engaged, participated, or supported various mentorship and employee resource groups | | Execute on Cboe ESG Goals | ● Released updated and enhanced ESG Report ● Continued to champion net-zero and corporate sustainability efforts |

  143. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    The table below shows Mr. Isaacson’s individual goals and achieved performance highlights in 2023.

  144. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Goal | Performance | | Manage the Company and its affiliates to achieve the corporate strategic goals listed above | ● As discussed above and in “2023 Business Highlights,” overall, substantially performed on targeted 2023 strategic goals | | Effectively communicate with the investment community, customers, and the public so as to cultivate a loyal stockholder and customer base and promote trusted markets | ● Engaged with stockholders at investor and industry conferences, and by participating in informational fireside chats, conducting investor road shows, and hosting meetings ● Continued open dialogue with customers and investors | | M&A global excellence including effective integration | ● Chaired or participated as a member of the Cboe Japan, Cboe Australia, and Digital boards ● Completed technology migrations of Cboe Australia and Cboe Japan ● Rolled out enterprise risk management program framework across acquisitions ● Oversaw leadership transitions and workforce realignment in Asia Pacific region and Cboe Canada |

  145. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Cboe Global Markets 2024 Proxy Statement | 57 |

  146. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Manage the operation of the Company and its affiliates to ensure reliable, efficient, and innovative service at a competitive cost. Maintain a high level of systems performance and availability while driving innovation and merger and acquisition integrations | ● Continued monitoring of EBITDA margins ● Weekly software releases continued across our platforms, executing against strategic technology roadmap ● 100% uptime across 24 of our 27 markets in 2023, another year marked by continued increased volume and system messaging ● Significant exchange platform upgrades, increased SPX and SPXW capacity, and index platform expansion ● Cboe Global Cloud continued expansion and growth ● Exploration of emerging technologies, such as artificial intelligence ● Supported global business lines’ introductions of a wide range of differentiated new features, offerings, and market structure changes ● Prudent expense growth and monitoring to help fuel revenue growth | | Assess risks to the Company and ensure they are monitored and minimized | ● Rolled out enterprise risk management program framework across acquisitions ● Reviewed and analyzed enterprise risk management program on a periodic basis with key Company leaders and the Risk Committee ● Implemented additional metrics that are updated on a recurring basis to help inform our risk profile ● Conducted cyber security incident response exercises | | Ensure recruitment, retention and rewarding of diverse, top performing talent and institutional knowledge by driving overall engagement and innovation, including during integration of any mergers and acquisitions | ● Held routine succession planning meetings to determine appropriate talent pipeline, including focus on recruitment and retention of key, diverse talent throughout 2023, including the leadership transitions ● Successfully implemented multiple leadership transitions, including a new COO of APAC, a new Head of Infrastructure, and a new Head of DnA Technology ● Oversaw workforce realignment in Asia Pacific region ● Continued to maintain high employee retention and engagement, despite competitive job market and leadership transitions ● Helped design and launch new leadership development program |

  147. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | 58 | Cboe Global Markets 2024 Proxy Statement |

  148. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Execute on Cboe ESG Goals | ● Released updated and enhanced ESG Report ● Continued to champion net-zero and corporate sustainability efforts, including working with third party vendors |

  149. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    The Compensation Committee did not evaluate Messrs. Tilly’s and Schell’s performances as they forfeited their bonuses in connection with their respective resignations. In addition to contributions to corporate performance, in determining the achievement of NEOs’ 2023 performance, the Compensation Committee considered the following individual contributions: Ms. Griebenow: As discussed above and in “2023 Business Highlights,” overall, substantially performed on targeted 2023 strategic goals; issued financial statements in a timely and accurate manner; refreshed the capital allocation framework; increased focus on disciplined expense management; engaged with stockholders at investor and industry conferences, and by participating in informational fireside chats, conducting investor road shows, and hosting meetings; continued open dialogue with customers and investors; developed succession plans and successfully implemented employee transitions, including transitioning the treasurer role; released updated and enhanced ESG Report; and continued to champion net-zero and corporate sustainability efforts, including with respect to external reporting. Ms. Clay: Led three of the Company’s business divisions, including DnA, Digital, and derivatives; while the leader of the Digital division began researching tokenization, onboarded firms in anticipation of the launch of margin futures, and reviewed Digital’s strategy; while the leader of the DnA division reviewed potential strategic acquisitions, led global expansion of the business, and introduced or initiated the introduction of a wide range of differentiated new features and offerings, including adding data sets into Cboe Global Cloud; embarked on a global listening tour to help develop strategy for the new Global Derivatives division; and successfully implemented employee transitions. Based on, among other items, the above performances, input from Mr. Tomczyk regarding performances (other than himself), and its deliberations, the Compensation Committee and the Board of Directors, as applicable, determined the payout percentage for individual performance of each NEO’s target annual incentive award opportunity. Such individual performance payouts ranged from 105% to 137.5% of target. DEI Performance. For the 2023 annual incentive plan, DEI performance goals comprised 10% of each NEO’s target annual incentive opportunity, except for Mr. Tomczyk and Ms. Griebenow. Due to Mr. Tomczyk’s appointment to CEO late in the fiscal year in September 2023, he was not subject to DEI performance goals. Ms. Griebenow only became subject to DEI performance goals following her appointment to the role of CFO in July, at which point these goals comprised 10% of her target annual incentive opportunity. DEI performance was evaluated 50% on overall Cboe performance and 50% on the NEO’s performance related to their functions of responsibility. Based upon the level of achievement for the DEI performance goals, the Compensation Committee determined the payout percentage of target annual incentive award opportunity for DEI performance for each NEO.

  150. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Cboe Global Markets 2024 Proxy Statement | 59 |

  151. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    The Compensation Committee set the following DEI goals with respect to overall Cboe performance and considered, among other items, the following achieved performance:

  152. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | Goal | Performance | | Improve the representation of women globally and historically underrepresented groups in the U.S., both within function of responsibility and across the Company as a whole, through retention and attraction | ● Held routine succession planning meetings to determine appropriate talent pipeline, including a focus on diverse talent ● Increased focus on and tracking of the employment and hiring of diverse talent ● Engaged in recruiting efforts to increase pool of potentially diverse candidates ● Increased representation of women globally and historically underrepresented groups in the U.S. | | Execute on all other social impact goals as identified in the Company’s annual ESG report (See “Corporate Governance—Corporate Social Responsibility” for more information about the Company’s ESG report) | ● Released updated and enhanced ESG Report ● Continued to champion employee wellbeing | | Foster a culture of inclusion and belonging for all | ● Regular communications with employees, such as townhalls, weekly letters, and fireside chats ● Completed and analyzed employee engagement survey, while improving engagement scores ● Completed and analyzed employee pulse engagement survey around the time of the CEO leadership transition ● Increased number of employee resource groups and their engagement |

  153. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    In addition to overall Cboe DEI performance, in determining the payout percentage, the Compensation Committee considered each NEO’s individual level of performance on a qualitative basis based on a number of indicia of DEI performance, such as the particular NEO’s leadership or sponsorship of DEI initiatives and other charitable and community programs and changes in representation of women globally and historically underrepresented groups in the U.S. within that NEO’s areas of responsibility. Based on, input from Mr. Tomczyk regarding each NEO’s performance (other than himself), and their respective evaluations, the Compensation Committee and the Board, as applicable, determined the payout percentage for DEI performance of each NEO’s target annual incentive award opportunity. The DEI performance payout portion with respect to Cboe’s overall performance was 80% of target. Further, the DEI performance payouts with respect to each NEO’s performance was 99% of target.

  154. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | 60 | Cboe Global Markets 2024 Proxy Statement |

  155. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    Actual Performance and Payouts. For 2023, the following table shows the combined payout percentage for corporate, individual, and DEI performance of each NEO’s target annual incentive award opportunity. The “Non-Equity Incentive Plan Compensation” column of the SCT below reflects amounts paid under the annual incentive plan.

  156. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | | 2023 Target Annual | | | | Incentive | 2023 Percentage | | | Opportunity as | Payout of | | | Percentage of | Target Incentive | | Named Executive Officer | Base Salary | Opportunity | | Fredric J. Tomczyk (1) | 165% | 123% | | Jill M. Griebenow (2) | 120% | 112% | | David Howson | 135% | 116% | | Christopher A. Isaacson | 150% | 116% | | Catherine R. Clay (3) | 100% | 110% | | Edward T. Tilly (4) | 165% | n/a | | Brian N. Schell (4) | 140% | n/a |

  157. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | (1) Mr. Tomczyk was appointed to succeed Mr. Tilly effective September 18, 2023. |

  158. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | (2) Ms. Griebenow was appointed to succeed Mr. Schell effective July 10, 2023. For approximately the first half of 2023 Ms. Griebenow’s target annual opportunity was 60%, and for approximately the second half of 2023 it was 120% following her promotion. |

  159. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | (3) For approximately the first two months of 2023, Ms. Clay’s target annual opportunity was 85%, for approximately the next seven months, it was 95%, and for approximately the last quarter of 2023 it was 100% following her promotion. |

  160. Ms. Clay’s 2023 Business Unit Percentage Payout of Target

    | (4) Messrs. Tilly and Schell each forfeited their 2023 annual incentive opportunity in connection with each NEO’s resignation. |

  161. Long-Term Incentive Plan

    Long-Term Incentive Plan Overview. The Compensation Committee strongly believes that a stock ownership culture enhances our long-term success. We have adopted the Second Amended and Restated Long-Term Incentive Plan, which was approved by stockholders at the 2016 Annual Meeting of Stockholders. Under the plan, the Compensation Committee may grant equity or cash awards, including restricted stock, RSUs, and options. Stock options were not featured in our long-term incentive program in 2023. The Compensation Committee believes that equity awards assist us in meeting the following goals: Aligning the financial interests of our executive officers with the interests of our stockholders; Aligning our executive compensation with that of our peers in terms of components and value; Providing competitive compensation to assist in retaining highly skilled and qualified executives; and Providing strong retentive value and linking the ultimate value of the award to our future stock price. 2023 Grants. Other than for Mr. Tomczyk, for 2023, the Compensation Committee set each NEO’s 2023 target long-term incentive value based on comparative peer group and executive compensation survey market data and individual performance. Once the Compensation Committee set the target long-term incentive value for each NEO (other than Mr. Tomczyk), one-half of the target value was granted in the form of time-based RSUs and one-half of the target value was granted in the form of PSUs. As discussed in more detail below, 100% of Mr. Tomczyk’s long-term incentive opportunity for 2023 and 2024 was awarded in the form of time-based RSUs.

  162. Long-Term Incentive Plan

    | Cboe Global Markets 2024 Proxy Statement | 61 |

  163. Long-Term Incentive Plan

    Time-Based Restricted Stock Units. Time-based RSUs comprise 50% of each NEO’s 2023 total target long-term incentive award value. These RSUs are subject to a 3 year vesting period, with one-third of the RSUs vesting on each of the first, second, and third anniversaries of the grant date. The vesting of these awards is not subject to performance conditions. The Compensation Committee granted time-based RSUs to align the interests of management with those of our stockholders and to provide a retention incentive. Performance-Based Restricted Stock Units. PSUs comprise the remaining 50% of each NEO’s 2023 total target long-term incentive award value. As described below, one-half of PSU grants are subject to the achievement of relative TSR measured against pre-determined relative performance goals and one-half of PSU grants are subject to the achievement of EPS measured against pre-determined performance goals, both over a 3 year performance period. The PSU grants cliff-vest following the completion of the 3 year performance period, to the extent performance goals are achieved.

  164. Long-Term Incentive Plan

    | o | Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return (“PSUs-TSR”). 25% of the 2023 total target long-term incentive award value is subject to the achievement of relative TSR measured against pre-determined relative performance goals over a 3 year performance period. The number of PSUs-TSR that will vest at the end of the 3 year performance period will vary from 0% to 200% of the target number of PSUs-TSR granted to each NEO, based on our TSR relative to the TSR for the S&P 500 Index during the 3 year performance period. We calculate TSR as the increase in our stock price over the performance period plus reinvested dividends, divided by the stock price at the beginning of the performance period. |

  165. Long-Term Incentive Plan

    The Compensation Committee selected the relative TSR performance metric to incent management to increase TSR for the benefit of stockholders, and believes that tying a portion of each executive’s compensation to TSR compared to a broad index encourages management to generate superior returns.

  166. Long-Term Incentive Plan

    | o | Performance-Based Restricted Stock Units subject to Earnings Per Share (“PSUs-EPS”). 25% of the 2023 total target long-term incentive award value is subject to the achievement of cumulative EPS measured against pre-determined performance goals over a 3 year performance period. The number of PSUs-EPS that will vest at the end of the 3 year performance period will vary from 0% to 200% of the target number of PSUs-EPS granted to each NEO, based on our cumulative EPS during the 3 year performance period, as adjusted for certain extraordinary, unusual or non-recurring items. |

  167. Long-Term Incentive Plan

    The Compensation Committee selected the cumulative EPS performance metric to encourage management to continue growing the business and increasing trading and listings on our exchanges. Because of the operating leverage inherent in our business, the Compensation Committee believes that EPS growth over the next 3 years is an appropriate performance measure for these awards. PSUs-TSR and PSUs-EPS are equally weighted to encourage management to maintain an equal focus on enhancing Company TSR and profitably grow the Company to increase EPS. The Company will settle vested RSUs and PSUs in shares of the Company’s common stock. For each vested RSU or PSU, the NEO will receive one share of our common stock. To receive shares earned under RSUs and PSUs, an NEO must be continuously employed during the applicable service period or performance period. Vesting of RSUs and PSUs will be accelerated in the event of a change in control followed by a qualified termination or in the event of a participant’s earlier death, disability or qualified retirement.

  168. Long-Term Incentive Plan

    | 62 | Cboe Global Markets 2024 Proxy Statement |

  169. Long-Term Incentive Plan

    Ms. Clay is entitled to acceleration of vesting in full of RSU awards and pro-rata vesting of certain PSU awards, as applicable, because she has satisfied, as of December 31, 2023, the retirement requirements of 55 years of age and 10 years of service. As previously disclosed, Messrs. Tilly and Schell received accelerated vesting of certain of their RSU and PSU awards in connection with their resignations, as each was retirement eligible at the time of his separation from service. See “Severance, Change in Control and Employment-Related Agreements” for more information. Please see above “Executive Compensation Program Practices—Compensation Refinements” for recent updates to retirement provisions in RSUs and PSUs. 2023 Time-Based RSU Grants. The following table shows the target equity award value and number of time-based RSUs that were granted to each NEO on February 19, 2023. The target equity award value and the closing share price on February 9, 2023 were used to calculate the number of RSUs that were granted on February 19, 2023. In 2023, Mr. Tomczyk received a long-term equity award of RSUs for his appointment to CEO for the reasons set forth below under “Long-Term Incentive Plan—2023 Special One-Time, Mr. Tomczyk CEO Appointment, and Promotion Grants—Mr. Tomczyk’s CEO Appointment Grant.”

  170. Long-Term Incentive Plan

    | Named Executive Officer | # of RSUs | Target Value of RSUs | | Jill M. Griebenow | 1,294 | $162,500 | | David Howson | 10,994 | $1,381,250 | | Christopher A. Isaacson | 7,462 | $937,500 | | Catherine R. Clay | 2,587 | $325,000 | | Edward T. Tilly | 26,457 | $3,324,000 | | Brian N. Schell | 6,965 | $875,000 |

  171. Long-Term Incentive Plan

    2023 Performance-Based RSU Grants. The following table shows the target equity award value and number of PSUs (tied to TSR and EPS performance) that were granted to each NEO on February 19, 2023 and the number of PSUs that would be paid at achievement of threshold, target, and maximum performance goals. The target equity award value and the closing share price on February 9, 2023 were used to calculate the number of PSUs that were granted on February 19, 2023. Mr. Tomczyk did not receive any PSU awards in 2023.

  172. Long-Term Incentive Plan

    | | | # of PSUs | | | Target Value of PSUs | | | | Threshold | Target | Maximum | | | Named Executive Officer | Performance Metric | (50% Payout) | (100% Payout) | (200% Payout) | | | Jill M. Griebenow | 2023-2025 TSR | 324 | 647 | 1,294 | $81,250 | | | 2023-2025 EPS | 324 | 647 | 1,294 | $81,250 | | David Howson | 2023-2025 TSR | 2,749 | 5,497 | 10,994 | $690,625 | | | 2023-2025 EPS | 2,749 | 5,497 | 10,994 | $690,625 | | Christopher A. Isaacson | 2023-2025 TSR | 1,866 | 3,731 | 7,462 | $468,750 | | | 2023-2025 EPS | 1,866 | 3,731 | 7,462 | $468,750 | | Catherine R. Clay | 2023-2025 TSR | 647 | 1,294 | 2,588 | $162,500 | | | 2023-2025 EPS | 647 | 1,294 | 2,588 | $162,500 | | Edward T. Tilly | 2023-2025 TSR | 6,615 | 13,229 | 26,458 | $1,662,000 | | | 2023-2025 EPS | 6,615 | 13,229 | 26,458 | $1,662,000 | | Brian N. Schell | 2023-2025 TSR | 1,741 | 3,482 | 6,964 | $437,500 | | | 2023-2025 EPS | 1,741 | 3,482 | 6,964 | $437,500 |

  173. Long-Term Incentive Plan

    | Cboe Global Markets 2024 Proxy Statement | 63 |

  174. Long-Term Incentive Plan

    The following table displays the threshold, target, and maximum performance goals for the PSU awards granted in 2023, measured over the performance period beginning on January 1, 2023 and ending on December 31, 2025.

  175. Long-Term Incentive Plan

    | | Threshold | Target | Maximum | | | (50% Payout) | (100% Payout) | (200% Payout) | | Relative TSR Compared to S&P 500 | 25th Percentile | 50th Percentile | 75th Percentile | | Cumulative EPS | $22.72 | $24.76 | $26.93 |

  176. Long-Term Incentive Plan

    For performance levels that fall between the goals shown above, the percentage of PSUs that vest will be determined by straight line interpolation, provided that no PSUs will vest if the performance does not equal or exceed the threshold amount. 2023 Special One-Time, Mr. Tomczyk CEO Appointment, and Promotion Grants. In 2023, the Compensation Committee and the Board, as applicable, granted the following special one-time equity awards (“Special Grants”) to Mr. Schell and Ms. Clay, an equity award to Mr. Tomczyk, and promotion related equity awards (“Promotion Grants”) to Mses. Griebenow and Clay.

  177. Mr. Schell’s and Ms. Clay’s Special One-Time Grants

    Mr. Schell’s and Ms. Clay’s Special One-Time Grants The Compensation Committee and the Board, as applicable, granted the Special Grants to further align the interests of Mr. Schell and Ms. Clay with stockholders, recognize additional responsibilities, and provide an additional retention incentive. Mr. Schell received Special Grants in February in the form of PSUs. The following table shows the target equity award value and number of PSUs (tied to TSR and EPS performance) that were granted to Mr. Schell on February 19, 2023. The target equity award value and the closing share price on February 9, 2023 were used to calculate the number of PSUs that were granted on February 19, 2023.

  178. Mr. Schell’s and Ms. Clay’s Special One-Time Grants

    | | | # of PSUs | | | Target Value of PSUs | | | | Threshold | Target | Maximum | | | Named Executive Officer | Performance Metric | (50% Payout) | (100% Payout) | (200% Payout) | | | Brian N. Schell | 2023-2025 TSR | 498 | 995 | 1,990 | $125,000 | | | 2023-2025 EPS | 498 | 995 | 1,990 | $125,000 |

  179. Mr. Schell’s and Ms. Clay’s Special One-Time Grants

    | | Threshold | Target | Maximum | | | (50% Payout) | (100% Payout) | (200% Payout) | | Relative TSR Compared to S&P 500 | 25th Percentile | 50th Percentile | 75th Percentile | | Cumulative EPS | $22.72 | $24.76 | $26.93 |

  180. Mr. Schell’s and Ms. Clay’s Special One-Time Grants

    For performance levels that fall between the goals shown above, the percentage of PSUs that vest will be determined by straight line interpolation, provided that no PSUs will vest if the performance does not equal or exceed the threshold amount. These special equity incentive awards do not provide for qualified retirement eligibility.

  181. Mr. Schell’s and Ms. Clay’s Special One-Time Grants

    The following table shows the target equity award value and number of time-based RSUs of the Special Grant that were granted to Ms. Clay on November 19, 2023. The value of the award was set with the intent to incentivize Ms. Clay to take on additional responsibilities. The target equity award value and the closing share price on November 19, 2023 were used to calculate the number of RSUs that were granted on November 19, 2023. These RSUs will cliff-vest in full on November 19, 2026, subject to Ms. Clay’s continuous employment with the Company through such date. These special equity incentive awards do not provide for qualified retirement eligibility.

  182. Mr. Schell’s and Ms. Clay’s Special One-Time Grants

    | Named Executive Officer | # of RSUs | Target Value of RSUs | | Catherine R. Clay | 2,831 | $500,000 |

  183. Mr. Tomczyk’s CEO Appointment Grant

    Mr. Tomczyk’s CEO Appointment Grant In connection with Mr. Tomczyk’s appointment to CEO, in October he received a grant of RSUs. The following table shows the target equity award value and number of time-based RSUs that were granted to Mr. Tomczyk on October 12, 2023. The target equity award value and the closing share price on October 12, 2023 were used to calculate the number of RSUs that were granted on October 12, 2023. These RSUs will vest in three equal annual installments on October 12, 2024, October 12, 2025, and October 12, 2026, subject to (i) Mr. Tomczyk’s continued employment through at least the first anniversary of the grant date and (ii) Mr. Tomczyk’s continued service on the Board thereafter. The grant was granted in lieu of any annual equity incentive award grant for the 2023 and 2024 fiscal years. The target value of the grant was determined following a review of comparative peer group compensation data and with consideration to Mr. Tomczyk’s prior experience as a CEO, multi-decade experience in the financial services industry with deep experience across the securities industry, and knowledge of the Company’s products. See below under “Summary Compensation—2023 Grants of Plan-Based Awards Table—Equity Incentives” for a further description of the vesting conditions applicable to this award.

  184. Mr. Tomczyk’s CEO Appointment Grant

    | Named Executive Officer | # of RSUs | Target Value of RSUs | | Fredric J. Tomczyk | 44,452 | $7,150,000 |

  185. Mses. Griebenow’s and Clay’s Promotion Grants

    Mses. Griebenow’s and Clay’s Promotion Grants The Compensation Committee granted Promotion Grants to Mses. Griebenow and Clay to further align their interests with those of our stockholders, recognize their expanded roles and promotions, and provide an additional retention incentive. The Committee reviewed market benchmark data derived from our peer group and executive compensation survey source for Mses. Griebenow and Clay’s new roles to determine the value of the Promotion Grants. Ms. Griebenow’s Promotion Grants were granted on August 19, 2023 and had a value of $587,500. The Promotion Grants represent the difference between Ms. Griebenow’s February 2023 grant and the target annual equity award for her new role, prorated for the remainder of 2023 following her promotion. Ms. Clay’s Promotion Grants were granted on November 19, 2023 and had a value of $87,500. The Promotion Grants represent the difference between Ms. Clay’s February 2023 grant and the target annual equity award for her new role, prorated for the remainder of 2023 following her promotion. The Promotion Grants were equally split between (i) time-based RSUs that will vest in three equal annual installments on February 19, 2024, February 19, 2025, and February 19, 2026 and (ii) PSUs subject to the achievement of (A) earnings per share and (B) total shareholder return (each 25% of the total award) that will vest at the conclusion of the applicable performance period, each subject to continuous employment with the Company through such dates.

  186. Mses. Griebenow’s and Clay’s Promotion Grants

    The following table shows the target equity award value and number of time-based RSUs that were granted to Mses. Griebenow and Clay on August 19, 2023 and November 19, 2023, respectively. With respect to Ms. Griebenow, the target equity award value and the closing share price on August 16, 2023 were used to calculate the number of RSUs that were granted on August 19, 2023. With respect to Ms. Clay, the target equity award value and the closing share price on November 19, 2023 were used to calculate the number of RSUs that were granted on November 19, 2023.

  187. Mses. Griebenow’s and Clay’s Promotion Grants

    | Named Executive Officer | # of RSUs | Target Value of RSUs | | Jill M. Griebenow | 1,959 | $293,750 | | Catherine R. Clay | 248 | $43,750 |

  188. Mses. Griebenow’s and Clay’s Promotion Grants

    The following table shows the target equity award value and number of PSUs (tied to TSR and EPS performance) that were granted to Mses. Griebenow and Clay on August 19, 2023 and November 19, 2023, respectively. With respect to Ms. Griebenow, the target equity award value and the closing share price on August 16, 2023 were used to calculate the number of PSUs that were granted on August 19, 2023. With respect to Ms. Clay, the target equity award value and the closing share price on November 19, 2023 were used to calculate the number of PSUs that were granted on November 19, 2023.

  189. Mses. Griebenow’s and Clay’s Promotion Grants

    | | | # of PSUs | | | Target Value of PSUs | | | | Threshold | Target | Maximum | | | Named Executive Officer | Performance Metric | (50% Payout) | (100% Payout) | (200% Payout) | | | Jill M. Griebenow | 2023-2025 TSR | 490 | 980 | 1,960 | $146,875 | | | 2023-2025 EPS | 490 | 980 | 1,960 | $146,875 | | Catherine R. Clay | 2023-2025 TSR | 62 | 124 | 248 | $21,875 | | | 2023-2025 EPS | 62 | 124 | 248 | $21,875 |

  190. Mses. Griebenow’s and Clay’s Promotion Grants

    | | Threshold | Target | Maximum | | | (50% Payout) | (100% Payout) | (200% Payout) | | Relative TSR Compared to S&P 500 | 25th Percentile | 50th Percentile | 75th Percentile | | Cumulative EPS | $22.72 | $24.76 | $26.93 |

  191. Mses. Griebenow’s and Clay’s Promotion Grants

    For performance levels that fall between the goals shown above, the percentage of PSUs that vest will be determined by straight line interpolation, provided that no PSUs will vest if the performance does not equal or exceed the threshold amount.

  192. Mses. Griebenow’s and Clay’s Promotion Grants

    2021 PSU Grants Vested. The Compensation Committee and the Board, as applicable, approved grants on February 19, 2021 of PSUs (“2021 PSUs”) to our NEOs, except for Mr. Tomczyk and Mses. Griebenow and Clay, who did not receive grants of 2021 PSUs. The 2021 PSUs were subject to the achievement of TSR and EPS measured against the pre-determined performance goals, both over a 3 year performance period beginning on January 1, 2021 and ending on December 31, 2023. In early 2024, the Compensation Committee determined that the following performance was achieved resulting in the indicated payout: The TSR percentile attained was the 92nd percentile, which resulted in the vesting of 200% of the target number of PSUs-TSR granted to each applicable NEO. The 3- year adjusted EPS attained was $20.78 (1), which resulted in the vesting of 200% of the target number of PSUs-EPS granted to each applicable NEO.

  193. Mses. Griebenow’s and Clay’s Promotion Grants

    The specific performance goals for the PSUs-TSR and PSUs-EPS for the 2021-2023 performance period were previously disclosed in our proxy statement covering 2021 compensation. The table below shows the number of 2021 PSUs that vested at the conclusion of the applicable performance period for each applicable NEO and does not include dividend equivalent payments.

  194. Mses. Griebenow’s and Clay’s Promotion Grants

    | | | # of PSUs | | | | | at Target | # of PSUs | | Named Executive Officer | Performance Metric | (100% Payout) | Vested | | David Howson | 2021-2023 TSR | 3,836 | 7,672 | | | 2021-2023 EPS | 3,836 | 7,672 | | Christopher A. Isaacson | 2021-2023 TSR | 5,327 | 10,654 | | | 2021-2023 EPS | 5,327 | 10,654 | | Edward T. Tilly (1) | 2021-2023 TSR | 14,057 | 25,418 | | | 2021-2023 EPS | 14,057 | 25,418 | | Brian N. Schell (1) | 2021-2023 TSR | 4,475 | 7,608 | | | 2021-2023 EPS | 4,475 | 7,608 |

  195. Mses. Griebenow’s and Clay’s Promotion Grants

    | (1) Messrs. Tilly and Schell received accelerated pro rata vesting of their PSU awards in connection with their resignations, as each was retirement eligible at the time of his separation from service. The prorated vesting shown above in # of PSUs Vested reflects the NEO’s continuous service during the performance period. See “Severance, Change in Control and Employment-Related Agreements” for more information. |

  196. Clawbacks

    Clawbacks We maintain a clawback policy covering cash incentive payments and long-term incentives. Effective October 11, 2023, we adopted a revised clawback policy with respect to compensation received by executive officers on or after October 2, 2023. The policy provides that following an accounting restatement, the Compensation Committee must assess whether any incentive amounts paid to current and former executive officers were in excess of what should have been paid based on the revised financials, and thus should be subject to recovery. The policy has a 3 year look-back and applies to both current and former executives, regardless of such executive’s fault, misconduct or involvement in causing the restatement. The equity award agreements contain provisions applying the clawback policy to equity grants. The clawback policy is intended to meet the requirements of Section 954 of the Dodd-Frank Act, the final rules issued by the SEC on October 26, 2022, and BZX listing requirements. The Company’s prior clawback policy will continue to cover compensation received prior to October 2, 2023. The prior clawback policy provides that we will attempt to recover incentive amounts paid to executive officers in the event of a restatement of our financial statements due to any material noncompliance with any financial reporting requirement. The prior policy has a 3 year look-back and applies to both current and former executives, regardless of such executive’s fault, misconduct or involvement in causing the restatement.

  197. Employee Benefit Plans, Severance, Change in Control and Employment-Related Agreements

    Employee Benefit Plans, Severance, Change in Control and Employment-Related Agreements We provide medical, life, and disability insurance coverage to all of our employees, including our NEOs. In addition, for NEOs and certain other employees, we provide participation in the Supplemental Executive Retirement Plan (“SERP”), the Executive Retirement Plan (“ERP”), and the Cash Deferral Plan, which are described more fully below under “Summary Compensation—Non-Qualified Deferred Compensation Plans”. We offer this coverage to provide a competitive benefits program, a level of protection for catastrophic events, and income during retirement. The SERP, ERP, and Cash Deferral Plan are defined contribution plans. We do not provide any defined benefit retirement plans to our executive officers or employees. Effective January 1, 2017, the Company froze the ERP to new executive officers and employees. In May 2018, the Company’s stockholders approved an Employee Stock Purchase Plan (“ESPP”) under which a total of 750,000 shares of the Company’s common stock is made available for purchase to employees and, starting in September 15, 2022, to our executive officers. The ESPP is a broad-based plan that permits employees to contribute up to 10% of wages and base salary to purchase shares of the Company’s common stock at a discount, subject to applicable annual Internal Revenue Service limitations. Under the ESPP, a participant may not purchase more than a maximum of 312 shares of the Company’s common stock during any single offering period. No participant may accrue options to purchase shares of the Company’s common stock at a rate that exceeds $25,000 in fair market value of the Company’s common stock (determined at the time such options are granted) for each calendar year in which such rights are outstanding at any time. The exercise price per share of common stock shall be 85% of the lesser of the fair market value of the stock on the first day of the applicable offering period or the applicable exercise date.

  198. Employee Benefit Plans, Severance, Change in Control and Employment-Related Agreements

    | Cboe Global Markets 2024 Proxy Statement | 69 |

  199. Employee Benefit Plans, Severance, Change in Control and Employment-Related Agreements

    As of December 31, 2023, we had an Executive Severance Plan for executive officers to encourage retention, maintain a consistent management team to effectively run our operations, assist with separation proceedings, and allow executives to focus on our strategic business priorities. The Executive Severance Plan contains severance and change in control provisions and is described more fully below under “Severance, Change in Control and Employment-Related Agreements”. Any payments under the Executive Severance Plan upon a change in control will only occur if the NEO’s employment is terminated without cause or he or she resigns for good reason during a set period following the change in control, known as a double trigger provision.

  200. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below sets forth, for the years indicated below, the compensation earned by our NEOs.

  201. 2023 Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and Principal Position | Year | Salary | Bonus (1) | Awards (2) | Compensation (3) | Compensation (4) | Total | | Fredric J. Tomczyk (5) | 2023 | $287,500 | — | $7,150,104 | $584,990 | $343,916 | $8,366,510 | | Chief Executive Officer | | | | | | | | | Jill M. Griebenow (6) | 2023 | $430,522 | $150,000 | $1,039,970 | $454,911 | $78,503 | $2,153,906 | | Executive Vice President, | | | | | | | | | Chief Financial Officer | | | | | | | | | David Howson | 2023 | $625,000 | — | $3,058,526 | $978,480 | $294,250 | $4,956,256 | | Executive Vice President, | 2022 | $601,000 | — | $2,724,861 | $1,281,720 | $179,156 | $4,786,737 | | Global President | 2021 | $567,000 | — | $1,459,587 | $1,055,025 | $675 | $3,082,287 | | Christopher A. Isaacson | 2023 | $650,000 | — | $2,091,848 | $1,130,688 | $201,720 | $4,074,256 | | Executive Vice President, | 2022 | $650,000 | — | $2,354,538 | $1,613,625 | $191,253 | $4,809,416 | | Chief Operating Officer | 2021 | $650,000 | — | $2,027,030 | $1,485,413 | $142,567 | $4,305,010 | | Catherine R. Clay (7) | 2023 | $483,333 | — | $1,324,372 | $513,873 | $89,681 | $2,411,259 | | Executive Vice President, | | | | | | | | | Global Head of Derivatives | | | | | | | | | Edward T. Tilly | 2023 | $901,313 | — | $7,398,497 | $— | $1,103,501 | $9,403,311 | | Former Chairman and | 2022 | $1,265,000 | — | $6,193,018 | $3,423,139 | $1,034,139 | $11,915,247 | | Chief Executive Officer | 2021 | $1,265,000 | — | $5,348,882 | $3,179,926 | $852,750 | $10,646,558 | | Brian N. Schell | 2023 | $288,352 | — | $2,252,955 | $— | $142,672 | $2,683,979 | | Former Executive Vice | 2022 | $525,000 | — | $2,681,830 | $1,264,375 | $151,135 | $4,652,340 | | President, Chief Financial Officer and Treasurer | 2021 | $525,000 | — | $1,702,739 | $1,091,607 | $128,500 | $3,447,846 |

  202. 2023 Summary Compensation Table

    | (1) The amount reported in this column for Ms. Griebenow for 2023 represents a one-time retention bonus of $150,000. |

  203. 2023 Summary Compensation Table

    | (2) The amounts in the stock award column for 2023 include the grant date aggregate fair value of the awards of RSUs and PSUs granted in 2023, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718). The award date value of PSUs is based upon the probable outcome of the performance conditions and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date, excluding the effect of estimated forfeitures. For purposes of the SCT, we have assumed that the probable outcome of the PSUs-EPS performance conditions would result in the awards vesting at approximately target and the best estimate available for the aggregate compensation cost to be recognized over the service period as of the grant date would reflect the value of each PSU-EPS at the Company’s stock price on the grant date and each PSU-TSR computed in accordance with the Monte Carlo valuation model. There can be no assurance that these values will ever be realized. Assumptions used in the calculation of these amounts are included in the footnotes to our 2023 consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 2023 filed with the SEC. The grant date fair value of the PSUs awarded to each NEO, assuming the highest level of performance conditions will be achieved is $913,117 for Ms. Griebenow, $2,762,572 for Mr. Howson, $1,875,051 for Mr. Isaacson, $737,936 for Ms. Clay, $6,648,366 for Mr. Tilly, and $2,249,961 for Mr. Schell. |

  204. 2023 Summary Compensation Table

    | 72 | Cboe Global Markets 2024 Proxy Statement |

  205. 2023 Summary Compensation Table

    | (3) The amounts shown reflect awards to the NEOs under our annual incentive plan. Annual incentive payments for services performed in 2021, 2022, and 2023 by NEOs were paid in early 2022, 2023, and 2024, respectively. |

  206. 2023 Summary Compensation Table

    | (4) The amounts shown represent benefits that were, from time to time, made available to our executives, including retirement plan contributions. For more information on the amounts shown in this column for 2023, please see the following “2023 All Other Compensation Detail Table”. |

  207. 2023 Summary Compensation Table

    | (5) Mr. Tomczyk was appointed to succeed Mr. Tilly effective September 18, 2023. Mr. Tomczyk became a named executive officer for the first time in 2023, and thus no amounts are shown in the table for 2022 and 2021. |

  208. 2023 Summary Compensation Table

    | (6) Ms. Griebenow was appointed to succeed Mr. Schell effective July 10, 2023, prior to which she held the title of Chief Accounting Officer. Ms. Griebenow became a named executive officer for the first time in 2023, and thus no amounts are shown in the table for 2022 and 2021. |

  209. 2023 Summary Compensation Table

    | (7) Ms. Clay was promoted to Executive Vice President, Global Head of Derivatives effective October 11, 2023. Ms. Clay became a named executive officer for the first time in 2023, and thus no amounts are shown in the table for 2022 and 2021. |

  210. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The 2023 grants of plan-based awards are as follows and are explained in more detail below:

  211. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | All Other Stock Awards: Number | Grant Date Fair Value of | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | of Shares | Stock and | | | Approval | Grant | Plan Awards | | | Plan Awards | | | of Stock | Option | | | Date | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Awards | | Name | (1) | (1) | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) (2) | | Fredric J. Tomczyk | 9/18/2023 | n/a | $83 | $475 | $950 | — | — | — | — | — | | (3) | 5/11/2023 | 5/11/2023 | — | — | — | — | — | — | 1,223 | $170,046 | | (4) | 10/12/2023 | 10/12/2023 | — | — | — | — | — | — | 44,452 | $7,150,104 | | Jill M. Griebenow | 8/15/2023 | n/a | $71 | $405 | $809 | — | — | — | — | — | | | 2/8/2023 | 2/19/2023 | — | — | — | 324 | 647 | 1,294 | — | $84,541 | | | 2/8/2023 | 2/19/2023 | — | — | — | 324 | 647 | 1,294 | — | $111,931 | | (5) | 8/15/2023 | 8/19/2023 | — | — | — | 490 | 980 | 1,960 | — | $152,870 | | (5) | 8/15/2023 | 8/19/2023 | — | — | — | 490 | 980 | 1,960 | — | $234,220 | | | 2/8/2023 | 2/19/2023 | — | — | — | — | — | — | 1,294 | $162,578 | | (6) | 8/15/2023 | 8/19/2023 | — | — | — | — | — | — | 1,959 | $293,980 | | David Howson | 2/9/2023 | n/a | $148 | $844 | $1,688 | — | — | — | — | — | | | 2/9/2023 | 2/19/2023 | — | — | — | 2,749 | 5,497 | 10,994 | — | $718,269 | | | 2/9/2023 | 2/19/2023 | — | — | — | 2,749 | 5,497 | 10,994 | — | $950,981 | | | 2/9/2023 | 2/19/2023 | — | — | — | — | — | — | 10,994 | $1,381,286 | | Christopher A. Isaacson | 2/9/2023 | n/a | $171 | $975 | $1,950 | — | — | — | — | — | | | 2/9/2023 | 2/19/2023 | — | — | — | 1,866 | 3,731 | 7,462 | — | $487,513 | | | 2/9/2023 | 2/19/2023 | — | — | — | 1,866 | 3,731 | 7,462 | — | $645,463 | | | 2/9/2023 | 2/19/2023 | — | — | — | — | — | — | 7,462 | $937,526 | | Catherine R. Clay | 10/11/2023 | n/a | $80 | $459 | $917 | | | | — | | | | 2/8/2023 | 2/19/2023 | — | — | — | 647 | 1,294 | 2,588 | — | $169,081 | | | 2/8/2023 | 2/19/2023 | — | — | — | 647 | 1,294 | 2,588 | — | $223,862 | | (5) | 10/11/2023 | 11/19/2023 | — | — | — | 62 | 124 | 248 | — | $22,782 | | (5) | 10/11/2023 | 11/19/2023 | — | — | — | 62 | 124 | 248 | — | $39,680 | | | 2/8/2023 | 2/19/2023 | — | — | — | — | — | — | 2,587 | $325,031 | | (7) | 10/11/2023 | 11/19/2023 | — | — | — | — | — | — | 2,831 | $500,124 | | (6) | 10/11/2023 | 11/19/2023 | — | — | — | — | — | — | 248 | $43,812 | | Edward T. Tilly (8) | 2/9/2023 | n/a | $365 | $2,087 | $4,175 | — | — | — | — | — | | | 2/9/2023 | 2/19/2023 | — | — | — | 6,615 | 13,229 | 26,458 | — | $1,728,575 | | | 2/9/2023 | 2/19/2023 | — | — | — | 6,615 | 13,229 | 26,458 | — | $2,288,617 | | | 2/9/2023 | 2/19/2023 | — | — | — | — | — | — | 26,457 | $3,324,057 | | Brian N. Schell (8) | 2/8/2023 | n/a | $129 | $735 | $1,470 | — | — | — | — | — | | | 2/8/2023 | 2/19/2023 | — | — | — | 1,741 | 3,482 | 6,964 | — | $454,978 | | | 2/8/2023 | 2/19/2023 | — | — | — | 1,741 | 3,482 | 6,964 | — | $602,386 | | (9) | 2/8/2023 | 2/19/2023 | — | — | — | 498 | 995 | 1,990 | — | $130,012 | | (9) | 2/8/2023 | 2/19/2023 | — | — | — | 498 | 995 | 1,990 | — | $172,135 | | | 2/8/2023 | 2/19/2023 | — | — | — | — | — | — | 6,965 | $875,083 |

  212. 2023 Grants of Plan-Based Awards Table

    | (1) For Messrs. Tomczyk, Howson, Isaacson, and Tilly, the date reported in the “Approval Date” column is the date the Board of Directors ratified the grants previously approved by the Compensation Committee. For all other NEOs, the date is the date of Compensation Committee approval. The grant date is the date the equity award was actually granted and effective. |

  213. 2023 Grants of Plan-Based Awards Table

    Represents the grant date aggregate fair value of the awards of RSUs and PSUs that were granted in 2023, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718). The award date value of PSUs is based upon the probable outcome of the performance conditions and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date, excluding the effect of estimated forfeitures. For purposes of the Grants of Plan-Based Awards, we have assumed that the probable outcome of the PSUs-EPS performance conditions would result in the awards vesting at approximately target and the best estimate available for the aggregate compensation cost to be recognized over the service period as of the grant date would reflect the

  214. 2023 Grants of Plan-Based Awards Table

    | Cboe Global Markets 2024 Proxy Statement | 75 |

  215. 2023 Grants of Plan-Based Awards Table

    value of each PSU-EPS at the Company’s stock price on the grant date and each PSU-TSR computed in accordance with the Monte Carlo valuation model. There can be no assurance that these values will ever be realized. Assumptions used in the calculation of these amounts are included in the footnotes to our 2023 consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 2023 filed with the SEC.

  216. 2023 Grants of Plan-Based Awards Table

    | (2) This award was granted in connection with Mr. Tomczyk’s Board service. The award vests in full on the one-year anniversary of the grant date. Mr. Tomczyk has elected to defer this award into the Equity Deferral Plan. |

  217. 2023 Grants of Plan-Based Awards Table

    | (3) This CEO appointment equity incentive award was made in RSUs not subject to performance conditions and will vest in 3 equal annual installments on October 12, 2024, October 12, 2025, and October 12, 2026, subject to Mr. Tomczyk’s continuous employment with the Company through each vesting date. See below under “Equity Incentives” for a further description of the vesting conditions applicable to this award. |

  218. 2023 Grants of Plan-Based Awards Table

    | (4) These promotion related equity incentive awards were made in PSUs. |

  219. 2023 Grants of Plan-Based Awards Table

    | (5) These promotion related equity incentive awards were made in RSUs not subject to performance conditions and will vest in 3 equal annual installments on February 19, 2024, February 19, 2025, and February 19, 2026, subject to the NEO’s continuous employment with the Company through each vesting date. |

  220. 2023 Grants of Plan-Based Awards Table

    | (6) This special one-time equity incentive award was made in RSUs and does not provide for qualified retirement eligibility. The award cliff-vests in full on the 3 year anniversary on November 19, 2026, subject to Ms. Clay’s continuous employment with the Company through such date. |

  221. 2023 Grants of Plan-Based Awards Table

    | (7) Messrs. Tilly and Schell received accelerated vesting of certain of their RSU and PSU awards in connection with their resignations, as each was retirement eligible at the time of his separation from service. See “Severance, Change in Control and Employment-Related Agreements” for more information. |

  222. 2023 Grants of Plan-Based Awards Table

    | (8) These special one-time equity incentive awards were made in PSUs and do not provide for qualified retirement eligibility. |

  223. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth outstanding equity awards held by each NEO at December 31, 2023 based on the market value of our common stock on December 29, 2023 (the last trading day of the year).

  224. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | | | | Equity Incentive Plan Awards: | Equity Incentive Plan Awards: | | | | | Number of Unearned | Market or Payout Value | | | Number of Shares or | Market Value of Shares | Shares, Units or Other | of Unearned Shares, Units | | | Units of Stock That | or Units of Stock | Rights That Have | or Other Rights That | | Name | Have Not Vested (#) | That Have Not Vested | Not Yet Vested (#) | Have Not Yet Vested | | Fredric J. Tomczyk | 44,452(1) | $7,937,349 | | | | | 1,223(2) | $218,379 | | | | Jill M. Griebenow | 1,023(3) | $182,667 | | | | | 1,652(4) | $294,981 | | | | | 1,294(5) | $231,057 | | | | | 1,959(6) | $349,799 | | | | | | | 1,294(7) | $231,057 | | | | | 1,294(8) | $231,057 | | | | | 1,960(9) | $349,978 | | | | | 1,960(10) | $349,978 | | David Howson | 2,557(3) | $456,578 | | | | | 5,506(4) | $983,151 | | | | | 1,520(11) | $271,411 | | | | | 10,994(5) | $1,963,089 | | | | | 8,038(12) | $1,435,265 | | | | | 8,038(13) | $1,435,265 | | | | | | | 8,258(14) | $1,474,548 | | | | | 8,258(15) | $1,474,548 | | | | | 2,280(16) | $407,117 | | | | | 2,280(17) | $407,117 | | | | | 10,994(7) | $1,963,089 | | | | | 10,994(8) | $1,963,089 | | Christopher A. Isaacson | 3,552(3) | $634,245 | | | | | 5,162(4) | $921,727 | | | | | 7,462(5) | $1,332,415 | | | | | 11,162(12) | $1,993,087 | | | | | 11,162(13) | $1,993,087 | | | | | | | 7,742(14) | $1,382,412 | | | | | 7,742(15) | $1,382,412 | | | | | 2,066(18) | $368,905 | | | | | 2,066(19) | $368,905 | | | | | 7,462(7) | $1,332,415 | | | | | 7,462(8) | $1,332,415 | | Catherine R. Clay | 1,023(3) | $182,667 | | | | | 484(20) | $86,423 | | | | | 1,514(4) | $270,340 | | | | | 2,587(5) | $461,935 | | | | | 2,831(21) | $505,503 | | | | | 248(22) | $44,283 | | | | | | | 2,272(14) | $405,688 | | | | | 2,272(15) | $405,688 | | | | | 2,588(7) | $462,113 | | | | | 2,588(8) | $462,113 | | | | | 248(23) | $44,283 | | | | | 248(24) | $44,283 | | Edward T. Tilly (25) | 26,628(12) | $4,754,696 | | | | | 26,628(13) | $4,754,696 | | | | | | | 13,312(14) | $2,376,991 | | | | | 13,312(15) | $2,376,991 | | | | | 6,282(7) | $1,121,714 | | | | | 6,282(8) | $1,121,714 | | Brian N. Schell (26) | 7,971(12) | $1,423,302 | | | | | 7,971(13) | $1,423,302 | | | | | | | 3,318(14) | $592,462 | | | | | 3,318(15) | $592,462 | | | | | 1,254(7) | $223,914 | | | | | 1,254(8) | $223,914 |

  225. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | 78 | Cboe Global Markets 2024 Proxy Statement |

  226. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Grant of RSUs not subject to performance conditions on October 12, 2023. These RSUs vest one-third on each of October 12, 2024, October 12, 2025 and October 12, 2026. See under “Summary Compensation—2023 Grants of Plan-Based Awards Table—Equity Incentives” for a further description of the vesting conditions applicable to this award. |

  227. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) This award was granted in connection with Mr. Tomczyk’s Board service on May 11, 2023. The award vests in full on the one-year anniversary of the grant date. Mr. Tomczyk has elected to defer this award into the Equity Deferral Plan. |

  228. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Grant of RSUs not subject to performance conditions on February 19, 2021. This portion of the RSUs vested on February 19, 2024. |

  229. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) Grant of RSUs not subject to performance conditions on February 19, 2022. These RSUs vested one-half on February 19, 2024 and will vest one-half on February 19, 2025. |

  230. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) Grant of RSUs not subject to performance conditions on February 19, 2023. These RSUs vested one-third on February 19, 2024 and will vest one-third on each of February 19, 2025 and February 19, 2026. |

  231. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) Grant of RSUs not subject to performance conditions on August 19, 2023. These RSUs vested one-third on February 19, 2024 and will vest one-third on each of February 19, 2025 and February 19, 2026. |

  232. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (7) Grant of PSUs on February 19, 2023 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2026 upon determination of the achievement of the performance conditions. |

  233. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (8) Grant of PSUs on February 19, 2023 subject to an earnings per share performance condition for the period from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2026 upon determination of the achievement of the performance conditions. |

  234. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (9) Grant of PSUs on August 19, 2023 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2026 upon determination of the achievement of the performance conditions. |

  235. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (10) Grant of PSUs on August 19, 2023 subject to an earnings per share performance condition for the period from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2026 upon determination of the achievement of the performance conditions. |

  236. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (11) Grant of RSUs not subject to performance conditions on May 12, 2022. These RSUs vested one-half on February 19, 2024 and will vest one-half on February 19, 2025. |

  237. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (12) Grant of PSUs on February 19, 2021 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2021 through December 31, 2023. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were issued on February 7, 2024 upon determination of the achievement of the |

  238. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Cboe Global Markets 2024 Proxy Statement | 79 |

  239. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | performance conditions. See “Compensation Discussion and Analysis—2023 Elements of Executive Compensation Program—Long-Term Incentive Plan—2021 PSU Grants Vested” for more details. |

  240. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (13) Grant of PSUs on February 19, 2021 subject to an earnings per share performance condition for the period from January 1, 2021 through December 31, 2023. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were issued on February 7, 2024 upon determination of the achievement of the performance conditions. See “Compensation Discussion and Analysis—2023 Elements of Executive Compensation Program—Long-Term Incentive Plan—2021 PSU Grants Vested” for more details. |

  241. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (14) Grant of PSUs on February 19, 2022 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2022 through December 31, 2024. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2025 upon determination of the achievement of the performance conditions. |

  242. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (15) Grant of PSUs on February 19, 2022 subject to an earnings per share performance condition for the period from January 1, 2022 through December 31, 2024. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2025 upon determination of the achievement of the performance conditions. |

  243. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (16) Grant of PSUs on May 12, 2022 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2022 through December 31, 2024. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2025 upon determination of the achievement of the performance conditions. |

  244. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (17) Grant of PSUs on May 12, 2022 subject to an earnings per share performance condition for the period from January 1, 2022 through December 31, 2024. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2025 upon determination of the achievement of the performance conditions. |

  245. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (18) Grant of PSUs on February 19, 2022 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2022 through December 31, 2024. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2025 upon determination of the achievement of the performance conditions. These PSUs do not provide for qualified retirement eligibility. |

  246. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (19) Grant of PSUs on February 19, 2022 subject to an earnings per share performance condition for the period from January 1, 2022 through December 31, 2024. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2025 upon determination of the achievement of the performance conditions. These PSUs do not provide for qualified retirement eligibility. |

  247. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (20) Grant of RSUs not subject to performance conditions on May 13, 2021. This portion of the RSUs will vest on May 19, 2024. |

  248. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (21) Grant of RSUs not subject to performance conditions on November 19, 2023. The award cliff-vests in full on November 19, 2026. These RSUs do not provide for qualified retirement eligibility. |

  249. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (22) Grant of RSUs not subject to performance conditions on November 19, 2023. These RSUs vested one-third on February 19, 2024 and will vest one-third on each of February 19, 2025 and February 19, 2026. |

  250. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | 80 | Cboe Global Markets 2024 Proxy Statement |

  251. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (23) Grant of PSUs on November 19, 2023 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2026 upon determination of the achievement of the performance conditions. |

  252. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (24) Grant of PSUs on November 19, 2023 subject to an earnings per share performance condition for the period from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2026 upon determination of the achievement of the performance conditions. |

  253. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (25) The PSUs reflected in the table for Mr. Tilly represent a prorated number of PSU awards still eligible to vest based on the award’s performance vesting conditions. Mr. Tilly forfeited all other PSUs in connection with his resignation. See “Severance, Change in Control and Employment-Related Agreements—Mr. Tilly’s Separation Letter Agreement” for a description of the vesting treatment of Mr. Tilly’s awards in connection with his resignation. |

  254. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (26) The PSUs reflected in the table for Mr. Schell represent a prorated number of PSU awards still eligible to vest based on the award’s performance vesting conditions. Mr. Schell forfeited all other PSUs in connection with his resignation. See “Severance, Change in Control and Employment-Related Agreements—Mr. Schell’s Equity Award Acceleration” for a description of the vesting treatment of Mr. Schell’s awards in connection with his resignation. |

  255. 2023 Stock Vested Table

    2023 Stock Vested Table The following table sets forth the equity awards that vested during 2023.

  256. 2023 Stock Vested Table

    | | Stock Awards | | | | Number of Shares | Value Realized on | | Name | Acquired on Vesting (#) | Vesting | | Fredric J. Tomczyk | 1,448 | $200,953 | | Jill M. Griebenow | 2,525 | $325,952 | | David Howson | 10,826 | $1,388,958 | | Christopher A. Isaacson | 18,935 | $2,421,251 | | Catherine R. Clay | 2,954 | $386,022 | | Edward T. Tilly (1) | 70,022 | $9,395,341 | | Brian N. Schell (2) | 30,412 | $4,064,658 |

  257. 2023 Stock Vested Table

    | (1) A portion of the awards reflected in the “Stock Awards” column represent Mr. Tilly’s time-based RSU awards that vested pro rata (based on service) on September 18, 2023, the date of Mr. Tilly’s resignation and last day of employment, as Mr. Tilly was retirement eligible at the time of his separation from service and pursuant to his separation letter agreement. The shares of common stock underlying the RSUs that vested in connection with his resignation will be delivered to him, as applicable, following a 6-month delay required under Section 409A of the Internal Revenue Code. See “Severance, Change in Control and Employment-Related Agreements—Mr. Tilly’s Separation Letter Agreement” for a description of the vesting treatment of Mr. Tilly’s awards in connection with his resignation. |

  258. 2023 Stock Vested Table

    | (2) A portion of the awards reflected in the “Stock Awards” column represent Mr. Schell’s time-based RSU awards that vested in full on July 18, 2023, the last day of his employment, as Mr. Schell was retirement eligible at the time of his separation from service. The shares of common stock |

  259. 2023 Stock Vested Table

    | Cboe Global Markets 2024 Proxy Statement | 81 |

  260. 2023 Stock Vested Table

    | underlying the RSUs that vested in connection with his resignation will be delivered to him, as applicable, following a 6-month delay required under Section 409A of the Internal Revenue Code. |

  261. 2023 Non-Qualified Deferred Compensation Table

    2023 Non-Qualified Deferred Compensation Table

  262. 2023 Non-Qualified Deferred Compensation Table

    | | | Executive | Registrant | Aggregate | | | | | | Contributions | Contributions | Earnings | Aggregate | Aggregate | | | | in Last | in Last | in Last | Withdrawals/ | Balance at | | Name (1) | | FY (2) | FY (3) | FY (4) | Distributions | Last FYE | | Fredric J. Tomczyk | Equity Deferral Plan | $170,046 | $— | $— | $— | $— | | Jill M. Griebenow | SERP | $18,072 | $36,144 | $32,882 | $— | $131,113 | | David Howson | SERP | $21,875 | $126,138 | $1,584 | $— | $— | | Christopher A. Isaacson | SERP | $966,813 | $154,690 | $299,694 | $— | $4,808,628 | | Catherine R. Clay | SERP | $46,451 | $53,975 | $16,514 | $— | $262,642 | | | Cash Deferral Plan | $31,073 | $— | $3,104 | $— | $26,433 | | Edward T. Tilly | SERP | $159,776 | $319,552 | $242,758 | $— | $4,429,465 | | | ERP | $— | $674,751 | $352,150 | $— | $4,684,191 | | Brian N. Schell | SERP | $50,109 | $100,218 | $220,916 | $— | $722,779 |

  263. 2023 Non-Qualified Deferred Compensation Table

    | (1) Executive and registrant contributions include contributions during 2023. Only Mr. Tilly was eligible to participate in the ERP. Only Mr. Tomczyk was eligible to participate in the directors’ Equity Deferral Plan when he was a non-employee director. Numbers may not foot due to rounding. |

  264. 2023 Non-Qualified Deferred Compensation Table

    | (2) Other than with respect to Mr. Tomczyk, the amount of executive contributions made by each NEO and reported in this column is included in each NEO’s compensation reported in the SCT under the column labeled “Salary”. The amount of executive contributions made by Mr. Tomczyk and reported in this column is included in Mr. Tomczyk’s compensation reported in the SCT under the column labeled “All Other Compensation”. |

  265. 2023 Non-Qualified Deferred Compensation Table

    | (3) The amount of registrant contributions reported in this column for each NEO is also included in his compensation reported in the SCT under the column labeled “All Other Compensation”. |

  266. 2023 Non-Qualified Deferred Compensation Table

    | (4) Earnings are based upon the investment fund selected by the NEO for each plan. |

  267. PAY RATIO

    PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees (other than Mr. Tomczyk, our CEO) and the annual total compensation of Mr. Tomczyk. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2023, the median of the annual total compensation of all employees of the Company (other than Mr. Tomczyk) was $179,120 and the annual total compensation of Mr. Tomczyk was $10,289,759. Based on this information, the ratio of the annual total compensation of Mr. Tomczyk, our CEO, to the median of the annual total compensation of all employees (excluding Mr. Tomczyk) was 58:1. Median Employee We identified the median employee by reviewing the annual total compensation of all full-time, part-time, and temporary employees employed by us on November 15, 2023 as reflected in our payroll records. Annual total compensation included salary, commissions, bonus, value of equity grants, and value of benefits received. In making this determination, we used our employee population size of 1,583 employees as of November 15, 2023, which excluded, under the non-U.S. de minimis exception to the pay ratio rule, all of our employees in Japan (approximately 26), and the Philippines (approximately 57), out of a total of 1,666 employees, or 5%. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for calculating total compensation for each of our NEOs as set forth in the SCT above. CEO Mr. Tomczyk began serving as our CEO effective September 18, 2023. As permitted by Instruction 10 to Item 402(u) of Regulation S-K, for pay ratio purposes, Mr. Tomczyk’s compensation was annualized to represent his compensation as if he were CEO for the entire 2023 fiscal year. The calculation included the amounts reported in the SCT above for fiscal year 2023, except that (i) the salary was adjusted to assume Mr. Tomczyk received his year-end base salary rate for the entire fiscal year, (ii) the non-equity incentive plan compensation was adjusted to assume that Mr. Tomczyk received his year-end annual incentive plan award for the entire fiscal year, and (iii) car service element of “All Other Compensation” was adjusted to assume he was CEO for the entire fiscal year and not to include compensation related to his prior service as an independent director for the fiscal year. Consequently, the annual total compensation reported for CEO pay ratio purposes does not reflect the “Total” column of our SCT above, nor does it reflect amounts actually paid to our CEO for fiscal year 2023. Instead, the annual total compensation reported for the CEO above reflects the pay ratio disclosure requirements for a year in which a CEO transition occurs.

  268. PAY RATIO

    | 88 | Cboe Global Markets 2024 Proxy Statement |

  269. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (as determined in accordance with Item 402(v)) to our principal executive officer (“PEO”) and average compensation actually paid to our non-PEO NEOs and certain financial performance of the Company. This information is a reasonable estimate calculated in a manner consistent with Item 402(v) of Regulation S-K and there can be no assurances that some of the amounts reported will ever be realized. For information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation–Compensation Discussion and Analysis.”

  270. Pay Versus Performance

    | | | | | | | | Value Of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total For PEO (Tomczyk) (1) | Compensation Actually Paid To PEO (Tomczyk) (2) | Summary Compensation Table Total For PEO (Tilly) (1) | Compensation Actually Paid To PEO (Tilly) (2) | Average Summary Compensation Table Total For Non-PEO NEOs (3) | Average Compensation Actually Paid To Non- PEO NEOs (4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Income (7) (in millions) | Adjusted EBITDA (8) (in millions) | | 2023 | $8,366,510 | $9,420,432 | $9,403,311 | $6,889,839 | $3,255,931 | $5,156,162 | $158.37 | $137.61 | $758 | $1,245 | | 2022 | — | — | $11,915,247 | $14,520,578 | $4,096,611 | $4,865,964 | $109.69 | $112.11 | $234 | $1,136 | | 2021 | — | — | $10,646,558 | $16,085,506 | $3,188,615 | $4,608,036 | $112.12 | $142.25 | $527 | $987 | | 2020 | — | — | $9,062,411 | $4,706,224 | $2,600,752 | $1,566,348 | $78.83 | $109.59 | $467 | $875 |

  271. Pay Versus Performance

    | (1) The dollar amounts reported in this column are the amounts of total compensation reported for Messrs. Tomczyk or Tilly in connection with their service as CEO of the Company during each corresponding year, as applicable, in the “Total” column of the SCT. Refer to “Executive Compensation – Summary Compensation—Summary Compensation Table.” |

  272. Pay Versus Performance

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Messrs. Tomczyk or Tilly, respectively, for the years during which they served as CEO, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation earned by or paid to either individual during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to each individual’s total compensation as reported in the SCT for each year to determine Messrs. Tomczyk’s and Tilly’s respective compensation actually paid for that year as computed pursuant to Item 402(v). |

  273. Pay Versus Performance

    | Fredric J. Tomczyk | Year | | Amount Deducted or Added (1) | 2023 | | Subtract stock and option awards reported in SCT | $-7,150,104 | | Add fair value of stock and option awards granted in covered fiscal years, valued at year-end, that are outstanding and unvested as of the end of the covered fiscal years | $8,155,728 | | Add/Subtract stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years | $— | | Add stock and option awards that were granted and vested in the same year, the fair value as of the vesting date (2) | $— | | Add/Subtract stock and option awards granted in prior fiscal years that vested during covered fiscal years, the changes in fair value from the end of prior covered fiscal years to vesting dates | $19,273 | | Add dividends paid on unvested shares/units and stock options in the covered fiscal year | $29,025 |

  274. Pay Versus Performance

    | Cboe Global Markets 2024 Proxy Statement | 89 |

  275. Pay Versus Performance

    | Edward T. Tilly | Year | | | | | Amount Deducted or Added (1) | 2023 | 2022 | 2021 | 2020 | | Subtract stock and option awards reported in SCT | $-7,398,497 | $-6,193,018 | $-5,348,882 | $-4,700,084 | | Add fair value of stock and option awards granted in covered fiscal years, valued at year-end, that are outstanding and unvested as of the end of the covered fiscal years | $2,641,722 | $6,681,376 | $8,067,733 | $3,089,476 | | Add/Subtract stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years | $5,677,007 | $2,325,770 | $2,563,384 | $-3,062,317 | | Add stock and option awards that were granted and vested in the same year, the fair value as of the vesting date (2) | $168,750 | $42,091 | $51,826 | $130,740 | | Add/Subtract stock and option awards granted in prior fiscal years that vested during covered fiscal years, the changes in fair value from the end of prior covered fiscal years to vesting dates | $122,708 | $-345,779 | $17,833 | $125,425 | | For awards granted in prior fiscal years that were forfeited during covered fiscal years, subtract the fair value of forfeited awards determined at end of prior fiscal years | $-3,814,963 | $— | $— | $— | | Add dividends paid on unvested shares/units and stock options in the covered fiscal year | $89,801 | $94,891 | $87,053 | $60,573 |

  276. Pay Versus Performance

    | (1) The assumptions used to calculate the values for each RSU and PSU award included in the calculation of “compensation actually paid” did not differ materially from those used to calculate the grant date fair value for such awards. For each PSU-TSR, we used a Monte Carlo model and made appropriate adjustments to the grant date assumptions to reflect changes in the stock price volatility, actual relative TSR and stock price performance, and risk-free interest rates as of the relevant measurement date. For each PSU-EPS, we based the valuation on the probable outcome of earnings per share during the awards’ performance periods as of the last day of the fiscal year. |

  277. Pay Versus Performance

    | (2) The dollar amounts reported in this row include dividend equivalent units awarded from the reinvestment of dividend equivalents on PSUs. The dividend equivalent units are subject to the same terms regarding vesting, forfeiture, and distribution as the applicable PSUs. |

  278. Pay Versus Performance

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Messrs. Tomczyk and Tilly) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs (excluding Messrs. Tomczyk and Tilly) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Schell, Howson, and Isaacson and Mses. Griebenow and Clay; (ii) for 2022, Messrs. Schell, Howson, Isaacson, and Sexton; (iii) for 2021, Messrs. Schell, Howson, Isaacson, and Sexton; and (iv) for 2020, Messrs. Schell, Howson, Isaacson, and Bryan Harkins. |

  279. Pay Versus Performance

    | (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Tomczyk and Tilly), as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Tomczyk and Tilly) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Messrs. Tomczyk and Tilly) for |

  280. Pay Versus Performance

    | 90 | Cboe Global Markets 2024 Proxy Statement |

  281. Pay Versus Performance

    each year to determine the compensation actually paid as computed pursuant to Item 402(v), using the same methodology described above in Note 2. Numbers may not foot due to rounding.

  282. Pay Versus Performance

    | Sd | | | | | | | Year | | | | | Average Amount Deducted or Added (1) | 2023 | 2022 | 2021 | 2020 | | Subtract average stock and option awards reported in SCT | $-1,953,534 | $-2,141,846 | $-1,479,798 | $-1,137,627 | | Add average fair value of stock and option awards granted in covered fiscal years, valued at year-end, that are outstanding and unvested as of the end of the covered fiscal years | $2,474,877 | $2,341,864 | $2,231,984 | $747,786 | | Add/Subtract average stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years | $1,673,107 | $626,640 | $629,577 | $-589,383 | | Add average for stock and option awards that were granted and vested in the same year, the fair value as of the vesting date (2) | $28,066 | $7,703 | $6,952 | $5,442 | | Add/Subtract average stock and option awards granted in prior fiscal years that vested during covered fiscal years, the changes in fair value from the end of prior covered fiscal years to vesting dates | $27,534 | $-91,526 | $6,552 | $-76,806 | | For awards granted in prior fiscal years that were forfeited during covered fiscal years, subtract the fair value of forfeited awards determined at end of prior fiscal years | $-376,095 | $— | $— | $— | | Add average dividends paid on unvested shares/units and stock options in the covered fiscal year | $26,276 | $26,518 | $24,153 | $16,185 |

  283. Pay Versus Performance

    | (1) The assumptions used to calculate the values for each RSU and PSU award included in the calculation of “compensation actually paid” did not differ materially from those used to calculate the grant date fair value for such awards. For each PSU-TSR, we used a Monte Carlo model and made appropriate adjustments to the grant date assumptions to reflect changes in the stock price volatility, actual relative TSR and stock price performance, and risk-free interest rates as of the relevant measurement date. For each PSU-EPS, we based the valuation on the probable outcome of earnings per share during the awards’ performance periods as of the last day of the fiscal year. |

  284. Pay Versus Performance

    | (2) The dollar amounts reported in this row include dividend equivalent units awarded from the reinvestment of dividend equivalents on PSUs. The dividend equivalent units are subject to the same terms regarding vesting, forfeiture, and distribution as the applicable PSUs. |

  285. Pay Versus Performance

    | (5) The cumulative TSR amounts reported in this column are calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period (here, December 31, 2019). |

  286. Pay Versus Performance

    | (6) The cumulative peer group TSR amounts reported in this column represent the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the customized peer group included in our Annual Report on Form 10-K that includes CME Group Inc., Intercontinental Exchange Inc., and Nasdaq, Inc. |

  287. Pay Versus Performance

    | Cboe Global Markets 2024 Proxy Statement | 91 |

  288. Pay Versus Performance

    | (7) The dollar amounts reported in this column represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  289. Pay Versus Performance

    | (8) The dollar amounts reported in this column represent adjusted EBITDA, which is a non-GAAP measure used by the Company and reconciliations to GAAP measures are provided in Appendix A. While the Company uses numerous financial and nonfinancial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that adjusted EBITDA is the financial performance measure that, in the Company’s reasonable assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to company performance. |

  290. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation–Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. Approximately 25% of the value of total compensation awarded to the NEOs consists of amounts determined under the Company short-term incentive compensation program and approximately 60% of the value of total compensation awarded to the NEOs is long-term incentive compensation generally comprised of equity awards, including RSUs and/or PSUs. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year.

  291. Description of Relationship Between Compensation Actually Paid to our NEOs and Each Financial Metric Presented in the Pay versus Performance Table

    Description of Relationship Between Compensation Actually Paid to our NEOs and Each Financial Metric Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  292. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Tomczyk and Tilly and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Tomczyk and Tilly) is generally aligned with the Company’s cumulative TSR over the 4 years presented in the table. The alignment of compensation actually paid with the Company’s

  293. Compensation Actually Paid and Cumulative TSR

    | 92 | Cboe Global Markets 2024 Proxy Statement |

  294. Compensation Actually Paid and Cumulative TSR

    cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Messrs. Tomczyk and Tilly and to the other NEOs is comprised of equity awards. As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” approximately 60% of the value of total compensation awarded to the NEOs is comprised of equity awards, including RSUs and/or PSUs.

  295. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid to Messrs. Tomczyk and Tilly and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Tomczyk and Tilly) is generally aligned with the Company’s net income. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is generally correlated with the measures net revenue, adjusted EBITDA, and adjusted EPS, which the Company does use for setting goals in the Company’s short-term incentive compensation program and any PSUs that are awarded to the NEOs. In 2022, net income was negatively impacted due to the impairment of goodwill recognized in the Digital reporting unit. This recognized goodwill impairment charge on the Cboe Digital asset, formerly known as Eris Digital Holdings, LLC, which was acquired in 2022, was adjusted out for purposes of our adjusted EBITDA performance to allow for a more comparable measure of actual performance against our pre-established adjusted EBITDA goal that was based on the 2022 annual budget that was developed prior to, and does not include, the impairment. The Compensation Committee and the Board of Directors applied negative discretion to reduce applicable individual performance payouts due to this recognized goodwill impairment charge, which contributed to lower compensation actually paid with respect to 2022. As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” approximately 25% of the value of total

  296. Compensation Actually Paid and Net Income

    | Cboe Global Markets 2024 Proxy Statement | 93 |

  297. Compensation Actually Paid and Net Income

    compensation awarded to the NEOs consists of amounts determined under the Company short-term incentive compensation program.

  298. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Tomczyk and Tilly and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Tomczyk and Tilly) is generally aligned with the Company’s adjusted EBITDA over the 4 years presented in the table. As described above, the Company has determined that adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance. The Company utilizes adjusted EBITDA when setting goals in the Company’s short-term incentive compensation program. As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” approximately 25% of the value of total compensation awarded to the NEOs consists of amounts determined under the Company short-term

  299. Compensation Actually Paid and Adjusted EBITDA

    | 94 | Cboe Global Markets 2024 Proxy Statement |

  300. Compensation Actually Paid and Adjusted EBITDA

    incentive compensation program and approximately 60% of the value of total compensation awarded to the NEOs is comprised of equity awards, including RSUs and/or PSUs.