DEF 14A of Cboe Global Markets, Inc., Apr 3, 2025

DEF 14A of Cboe Global Markets, Inc.

Filed Apr 3, 2025 · FY20240001628280-25-016381

Open on EDGAR

  1. Director Nominee Highlights

    Director Nominee Highlights The nominees for our Board exhibit an effective mix of qualifications, experiences, and tenure. For additional information, see "Corporate Governance—Proposal 1—Election of Directors". 100% 100% 100% 50% 75% 67% 75% 33% 42% 9 years average tenure 33% 25% 42%

  2. Director Nominee Highlights

    | 4 | Cboe Global Markets 2025 Proxy Statement |

  3. Director Nominee Highlights

    Table of Contents

  4. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS

  5. Nominees

    Nominees Set forth below is biographical information, as of March 18, 2025, for each of the directors nominated to serve on our Board for a one-year term until the 2026 Annual Meeting of Stockholders, as well as the reasons why the Board believes each candidate is well suited to serve as a director. Additionally, based on the characteristics of our directors as reported in their respective directors and officers questionnaires, 5 of the nominees are women and 4 of the nominees are racially or ethnically diverse. 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").

  6. Nominees

    | William M. Farrow, III Chairman Independent Age: 70 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. |

  7. Nominees

    | 8 | Cboe Global Markets 2025 Proxy Statement |

  8. Nominees

    Table of Contents

  9. Nominees

    | Fredric J. Tomczyk CEO Age: 69 Committees: Executive | Background Mr. Tomczyk is our 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. |

  10. Nominees

    | Cboe Global Markets 2025 Proxy Statement | 9 |

  11. Nominees

    Table of Contents

  12. Nominees

    | Edward J. Fitzpatrick Independent Age: 58 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: 63 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. |

  13. Nominees

    | 10 | Cboe Global Markets 2025 Proxy Statement |

  14. Nominees

    Table of Contents

  15. Nominees

    | Janet P. Froetscher Independent Age: 65 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 SouthState Corporation, a publicly traded company. She has also previously served on the board of directors of Independent Bank Group, Inc., formerly a publicly traded company that was acquired by SouthState Corporation, and 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 former President of a family foundation and former CEO of public service entities to our Board. In addition, her service on another public company board also gives Ms. Froetscher experience with corporate governance and leadership skills. 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: 58 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. In addition, her service on another company board also gives Ms. Goodman experience with corporate governance and leadership skills. We believe that these experiences give her knowledge and skills that make her well suited to serve on our Board. |

  16. Nominees

    | Cboe Global Markets 2025 Proxy Statement | 11 |

  17. Nominees

    Table of Contents

  18. Nominees

    | Erin A. Mansfield Independent Age: 65 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: 50 Committees: Finance and Strategy Risk | 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. |

  19. Nominees

    | 12 | Cboe Global Markets 2025 Proxy Statement |

  20. Nominees

    Table of Contents

  21. Nominees

    | Alexander J. Matturri, Jr. Independent Age: 66 Committees: ATS Oversight (Chair) Executive 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: 55 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 Trust, 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. |

  22. Nominees

    | Cboe Global Markets 2025 Proxy Statement | 13 |

  23. Nominees

    Table of Contents

  24. Nominees

    | Roderick A. Palmore Independent Age: 73 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 has previously served as a member of the boards of directors of The Goodyear Tire & Rubber Company, a publicly traded company, 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: 60 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. |

  25. Nominees

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

  26. Nominees

    | 14 | Cboe Global Markets 2025 Proxy Statement |

  27. Nominees

    Table of Contents

  28. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  29. 2024 Elements of Director Compensation Program

    2024 Elements of Director Compensation Program The compensation of our non-employee directors is based upon a compensation year beginning and ending in May coinciding with the holding 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

  30. 2024 Elements of Director Compensation Program

    | 26 | Cboe Global Markets 2025 Proxy Statement |

  31. 2024 Elements of Director Compensation Program

    Table of Contents the Board term ending with the 2024 Annual Meeting of Stockholders and for the Board term ending with the Annual Meeting in 2025:

  32. 2024 Elements of Director Compensation Program

    | Annual Fees | May 2023 — May 2024 | May 2024 — May 2025 | | Cash retainer | $90,000 | $90,000 | | Stock retainer, value based on closing price on date of grant | $170,000 | $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 | | | | ATS Oversight | $7,500 | $7,500 | | Audit | $16,500 | $16,500 | | Compensation | $12,000 | $12,000 | | Finance and Strategy | $12,000 | $12,000 | | Nominating and Governance | $12,000 | $12,000 | | Risk | $7,500 | $12,000 | | Non-Executive Chairman cash retainer fee | $150,000 | $150,000 | | Meeting Fees | | | | Committee meeting attendance fee per meeting attended (only if in excess of each committee's baseline meeting number + 2) (1) | $1,500 | $1,500 |

  33. 2024 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).

  34. 2024 Elements of Director Compensation Program

    | Cboe Global Markets 2025 Proxy Statement | 27 |

  35. 2024 Elements of Director Compensation Program

    Table of Contents

  36. 2024 Director Compensation

    2024 Director Compensation The compensation of our non-employee directors for their service for the year ended December 31, 2024 is shown in the following table.

  37. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All other Compensation (3) | Total | | William M. Farrow, III (4)(5)(6) | $248,591 | $170,159 | $5,000 | $423,750 | | Edward J. Fitzpatrick (5)(6)(7) | $131,659 | $170,159 | $5,000 | $306,818 | | Ivan K. Fong (6) | $112,159 | $170,159 | $— | $282,318 | | Janet P. Froetscher (5)(6)(7) | $136,659 | $170,159 | $10,000 | $316,818 | | Jill R. Goodman | $129,000 | $170,159 | $— | $299,159 | | Erin A. Mansfield (8) | $96,577 | $215,278 | $5,000 | $316,855 | | Cecilia H. Mao (8) | $98,325 | $215,278 | $— | $313,603 | | Alexander J. Matturri, Jr. | $131,889 | $170,159 | $2,500 | $304,548 | | Jennifer J. McPeek | $114,000 | $170,159 | $— | $284,159 | | Roderick A. Palmore (5) | $130,500 | $170,159 | $— | $300,659 | | James E. Parisi (5)(6)(7) | $148,000 | $170,159 | $15,000 | $333,159 | | Joseph P. Ratterman (5)(9) | $256,155 | $— | $10,000 | $266,155 |

  38. 2024 Director Compensation

    ____________________________________ (1)The amounts shown in the Fees Earned or Paid in Cash column also include certain fees that were earned in 2024 and were paid in early 2025. (2)The amounts in the stock award column represent the grant date fair value of equity grants of restricted stock units received by non-employee directors serving on the Board on May 16, 2024, and on February 8, 2024 and May 16, 2024 with respect to Mses. Mansfield and Mao, 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 2024 consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 2024 filed with the SEC. The non-employee directors then-serving on the Board received an equity grant of restricted stock units on May 16, 2024. In addition, Mses. Mansfield and Mao who joined the Board and Committees on February 8, 2024 also received an equity award grant on February 8, 2024 on a pro-rata basis for the portion of time served in 2024. 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. Ratterman who did not receive an equity grant in 2024 since he resigned on February 5, 2024 and Mses. Mansfield and Mao, each of the listed directors held 937 shares of unvested restricted stock units as of December 31, 2024. Mses. Mansfield and Mao each held 1,182 shares of unvested restricted stock units as of December 31, 2024. (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 2024, 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 2024, we matched at a rate of 1.5x eligible gifts from a minimum of $50 to an aggregate maximum of $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 2024, we matched PAC contributions with eligible gifts from a minimum of $50 to an aggregate maximum of $5,000 per non-employee director, per calendar year. (4)The amount shown in the Fees Earned or Paid in Cash column for Mr. Farrow also include the non- executive Chairman cash retainer fee and the Finance and Strategy Committee member cash retainer fee for his membership on that Committee. (5)The amounts shown in the Fees Earned or Paid in Cash column also include fees of $1,500 for Messrs. Farrow, Fitzpatrick, Palmore, Parisi, and Ratterman and Ms. Froetscher for attending meetings for the Special Committee.

  39. 2024 Director Compensation

    | 28 | Cboe Global Markets 2025 Proxy Statement |

  40. 2024 Director Compensation

    Table of Contents (6)Mr. Fitzpatrick and Ms. Froetscher each elected to defer 100% of their 2024 cash fees (excluding any fees paid from service to a subsidiary board of directors or committee), and Messrs. Farrow, Fong, and Parisi and Mses. Goodman and Mao each elected to defer 100% of their 2024 equity grant. (7)The amounts shown in the Fees Earned or Paid in Cash column also include committee meeting attendance fees of $3,000 for Messrs. Fitzpatrick and Parisi and Ms. Froetscher for attending Compensation Committee meetings in excess of the baseline meeting number + 2. (8)Mses. Mansfield and Mao who joined the Board and Committees on February 8, 2024 received the same compensation and equity as described above for all other directors, but on a pro-rata basis for the portion of time served in 2024. (9)Mr. Ratterman resigned from the Board and Committees on February 5, 2024. The amount shown in the Fees Earned or Paid in Cash column for Mr. Ratterman also includes (i) the cash retainers while on the Board and (ii) a cash payment of $222,280 in lieu of the unvested 2023 equity grant that he forfeited when he resigned on February 5, 2024.

  41. COMPENSATION DISCUSSION AND ANALYSIS

    | Executive Summary | 32 | | Principal Components of 2024 Executive Compensation | 32 | | Performance Affecting Fiscal 2024 Annual Incentive Pay Outcomes | 33 | | Performance Affecting 2022-2024 PSU Pay Outcomes | 33 | | Compensation Governance Practices | 33 | | 2024 Business Highlights | 34 | | Executive Compensation Program Practices | 35 | | Compensation Philosophy and Summary | 35 | | Company's Response to Stockholder Vote on Say on Pay | 36 | | Compensation Refinements | 37 | | Executive Compensation Program Governance Cycle | 37 | | Independent Compensation Consultant | 38 | | Peer Group and Comparative Data | 38 | | 2024 Elements of Executive Compensation Program | 39 | | Base Salary | 39 | | Annual Incentive | 40 | | Overview | 40 | | 2024 Target Annual Incentive Opportunity | 40 | | Annual Incentive Payout Formula and Opportunity | 41 | | Corporate Financial Performance Measures, Goals, and Outcomes | 42 | | Individual Performance | 43 | | DEI Performance | 50 | | Actual Annual Incentive Payouts | 51 | | Long-Term Incentive Plan | 51 | | Overview | 51 | | 2024 Grants | 51 | | 2024 Special One-Time Grants | 53 | | Mr. Tomczyk's 2023 CEO Appointment Grant | 54 | | 2022 PSU Grants Vested | 54 | | Other Executive Compensation Program Considerations | 55 | | Stock Ownership and Holding Guidelines | 55 | | Hedging Policy | 55 | | Pledging Policy | 56 | | Clawback Policies | 56 | | Employee Benefit Plans, Severance, Change in Control, and Employment-Related | 57 | | Tax and Accounting Considerations | 57 |

  42. Principal Components of 2024 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 if pre-established EBITDA and net revenue corporate, individual, and DEI performance goals are met over a one- year performance period | | Individual performance goals include corporate strategy goals and individual goals tailored to the executive | | DEI performance goals include a review of various metrics and an executive's related behaviors and self-assessment | | 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 if 3- year graded service period is met | | Aligns interests of our executives with those of our stockholders, encourages retention for executives, and motivates executives to focus on our long-term growth and increase stockholder value | | Long-Term Equity Awards—Performance Stock Units | | Provides variable compensation in the form of Company shares if 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 increase stockholder value | | Payout range is 0% to 200% of executive's target number of PSUs |

  43. at risk

    at risk _____________________________________ *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—Mr. Tomczyk's 2023 CEO Appointment Grant". The CEO's target pay mix chart includes a pro rata portion of the long-term equity grant made to Mr. Tomczyk in 2023 for the remainder of 2023 and for 2024.

  44. Performance Affecting Fiscal 2024 Annual Incentive Pay Outcomes

    Performance Affecting Fiscal 2024 Annual Incentive Pay Outcomes

  45. Performance Affecting Fiscal 2024 Annual Incentive Pay Outcomes

    | 2024 Net Revenues | 2024 Adjusted EBITDA (1) | | $2,071 Million | $1,363 Million | | | | | 102.6% of Target Achieved | 104.2% of Target Achieved |

  46. Performance Affecting 2022-2024 PSU Pay Outcomes

    Performance Affecting 2022-2024 PSU Pay Outcomes

  47. Performance Affecting 2022-2024 PSU Pay Outcomes

    | 3-Year Relative TSR | 3-Year Cumulative Adjusted Diluted EPS (1) | | 83rd Percentile | $23.34 | | | | | 200.0% of Target PSUs Earned | 161.5% of Target PSUs Earned |

  48. Performance Affecting 2022-2024 PSU Pay Outcomes

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

  49. 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 the Executive Severance Plan Apply mandatory and supplemental clawback policies to cash incentive and equity incentive awards for executives Impose maximum caps and limits on short- and long-term incentive award payouts | No hedging of Company stock by executives No pledging of Company stock by executives No payment of tax gross-ups upon a change in control or otherwise No current use of employment contracts No payouts for corporate performance below threshold level No excessive perquisites No guaranteed incentive payments |

  50. Compensation Philosophy and Summary

    Table of Contents Our 2024 executive compensation program (other than with respect to Mr. Tomczyk's 2023 long-term equity award, which was comprised solely of restricted stock units) generally consisted of the following elements, in addition to retirement, health, and welfare benefits: Base Salary Net Revenue The following charts show the 2024 total target compensation mix for the CEO and the other NEOs as a group. Annual Incentive (Bonus) Long-Term Equity Awards Total Pay Corporate Performance Individual Performance Adjusted EBITDA Individual Goals DEI Performance DEI Goals Restricted Stock Units Performance Stock Units Time-Based Vesting Total Stockholder Return Earnings Per Share 70% 20% 10% 50% 50% 25% 25% The majority of 2024 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 2024 target annual pay opportunities for their respective roles, does not include special one-time long-term equity awards granted, and includes a pro rata portion of the long-term equity grant made to Mr. Tomczyk in 2023 for the remainder of 2023 and 2024.

  51. at risk

    at risk _____________________________________ *For more information on Mr. Tomczyk's 2023 long-term equity award grant, see "Long-Term Incentive Plan —Mr. Tomczyk's 2023 CEO Appointment Grant".

  52. Compensation Refinements

    Compensation Refinements In late 2023 and in 2024, the Compensation Committee approved two important refinements to our compensation programs: (i) new equity awards will impose additional requirements for continued vesting upon an employee's qualified retirement and (ii) cash and equity incentive awards will be subject to a new supplemental discretionary clawback policy. In connection with the grants of new equity awards starting in 2024, the new award agreements impose a new 6-months' advance notice requirement prior to a retirement in order to be eligible for continued vesting upon an employee's qualified retirement. More specifically, the award agreements 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 employees, increase the retentive benefits of our equity awards (including for retirement eligible employees), and to better align the interests of our employees with our long-term business strategy and our stockholders as well as with market practice. Effective December 18, 2024, we adopted a supplemental discretionary clawback policy that provides following a covered event, the Compensation Committee may, in its sole discretion, recover up to 100% of the cash (excluding base salary, commissions, and other qualified retirement benefits) and equity compensation (including time and performance based equity grants) received by current and former executive officers and other executive vice presidents. Covered events include engaging, after the effective date, (i) in any breach of any restrictive covenants owed to the Company or (ii) in any conduct that is or could be grounds for termination for cause. The supplemental discretionary clawback policy is in addition to our mandatory clawback policy which requires recoupment of excess incentive compensation due to a financial restatement. For more information on the supplemental discretionary clawback policy and the mandatory clawback policy, see "Other Executive Compensation Program Considerations—Clawbacks".

  53. Independent Compensation Consultant

    Independent Compensation Consultant

  54. Q2

    Q2 - Determine peer group composition - Review stock ownership and holding levels - Review stockholder vote on "say-on-pay" proposal - Approve non-employee director equity awards For 2024, 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.

  55. Peer Group and Comparative Data

    Peer Group and Comparative Data For 2024 compensation decisions, the Compensation Committee considered competitive market data derived from a 21-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 21-company custom peer group was composed of exchange holding companies, financial services firms, and technology-focused companies with corporate profiles similar to ours. The Company's annual revenue fell

  56. Peer Group and Comparative Data

    | Cboe Global Markets 2025 Proxy Statement | 39 |

  57. Peer Group and Comparative Data

    Table of Contents 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.

  58. Peer Group and Comparative Data

    | Peer Group | | | Akamai Technologies, Inc. | LPL Financial Holdings Inc. | | Broadridge Financial Solutions, 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. | | London Stock Exchange Group plc | |

  59. Peer Group and Comparative Data

    Following the 2024 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. The Committee approved one change to the peer group in 2024, removing Synopsys, Inc. following its recent acquisitions activity because it no longer had a corporate profile similar to ours. The change decreased the number of peers from 21 to 20 companies. With respect to the updated peer group, the Company's annual revenue and number of employees fell below the median of the peer group and the market capitalization fell near the median of the peer group.

  60. Base Salary

    Base Salary 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:

  61. 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. 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:

  62. Annual Incentive

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

  63. Annual Incentive

    2024 Target Annual Incentive Opportunity. The table below shows each NEO's 2023 and 2024 target annual incentive opportunity, shown as a percentage of salary, and the change in percentage points.

  64. Annual Incentive

    | Named Executive Officer | 2023 Target Annual Incentive Opportunity as Percentage of Base Salary | 2024 Target Annual Incentive Opportunity as Percentage of Base Salary | Change in Percentage Points | | Fredric J. Tomczyk | 165% | 165% | — pts | | Jill M. Griebenow (1) | 120% | 130% | 10 pts | | David Howson (2) | 135% | 150% | 15pts | | Christopher A. Isaacson | 150% | 150% | — pts | | Patrick Sexton | 120% | 120% | — pts |

  65. Annual Incentive

    ____________________________________ (1)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

  66. Annual Incentive

    | Cboe Global Markets 2025 Proxy Statement | 41 |

  67. Annual Incentive

    Table of Contents salary. Ms. Griebenow was appointed Chief Financial Officer effective July 10, 2023, prior to which she held the title of Chief Accounting Officer. The increase in annual incentive opportunity in 2023 was in connection with Ms. Griebenow's promotion. Ms. Griebenow's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024 was 120% of her base salary, and then from March 1, 2024 through December 31, 2024 was 130% of her base salary. (2)Mr. Howson's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024 was 135% of his base salary, and then from March 1, 2024 through December 31, 2024 was 150% of his base salary. The target annual incentive opportunity for Ms. Griebenow and Mr. Howson increased due to their 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. Annual Incentive Payout Formula and Opportunity. The following is a graphical depiction showing the formula used for determining annual incentive bonus payouts. Base Salary Target Incentive Percentage Opportunity Percentage of Target Incentive Earned Annual Incentive Payout Weighted Sum of Percentage Payouts of Target for Corporate, Individual, and DEI Metrics Metric Weighting Percentage Payout of Target for each Metric For the 2024 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, which are set forth in further detail below. In general, changes to base salary and target annual incentive opportunity are effective March 1, 2024.

  68. Annual Incentive

    | 42 | Cboe Global Markets 2025 Proxy Statement |

  69. Annual Incentive

    Table of Contents 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.

  70. Annual Incentive

    | | Base Salary (1) | Target Annual Incentive Opportunity as Percentage of Base Salary | Annual Incentive Payout Opportunity (1) | | | | Named Executive Officer | | | Threshold | Target | Maximum | | Fredric J. Tomczyk | $1,000 | 165% | $289 | $1,650 | $3,300 | | Jill M. Griebenow (2) | $500 | See note 2 | $112 | $642 | $1,283 | | David Howson (3) | $625 | See note 3 | $161 | $922 | $1,844 | | Christopher A. Isaacson | $650 | 150% | $171 | $975 | $1,950 | | Patrick Sexton (4) | See note 4 | 120% | $94 | $536 | $1,072 |

  71. Annual Incentive

    _____________________________________ (1)In thousands. (2)Ms. Griebenow's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024 was 120% of her base salary, and then from March 1, 2024 through December 31, 2024 was 130% of her base salary. (3)Mr. Howson's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024 was 135% of his base salary, and then from March 1, 2024 through December 31, 2024 was 150% of his base salary. (4)Mr. Sexton's 2024 base salary from January 1, 2024 through February 29, 2024 was a pro rata portion of $430,000, and then from March 1, 2024 through December 31, 2024 was a pro rata portion of $450,000. Corporate Financial Performance Measures, Goals, and Outcomes. For the 2024 annual incentive plan, the Compensation Committee approved the following corporate financial performance metrics for Messrs. Tomczyk, Howson, Isaacson, and Sexton 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. 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 volumes in our products, and 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. 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. For each NEO, the table below shows the corporate performance metric threshold, target, and maximum goals, actual performances and percentage payouts of target for 2024. The table below also shows each officer's 2024 Percentage Payout of Target based on achieved performance.

  72. Annual Incentive

    | Performance Metrics | Weighting | Threshold* | Target* | Maximum* | Actual* | Percentage Payout of Target | | Net Revenue | 30% | $1,818 | $2,020 | $2,222 | $2,071 | 126.0% | | Adjusted EBITDA (1) | 40% | $1,112 | $1,308 | $1,505 | $1,363 | 128.0% |

  73. Annual Incentive

    ____________________________________ *In millions.

  74. Annual Incentive

    | Cboe Global Markets 2025 Proxy Statement | 43 |

  75. Annual Incentive

    Table of Contents (1)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. The achievement of net revenue and adjusted EBITDA are measured as of December 31, 2024. The target 2024 net revenue and adjusted EBITDA 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 projections was further reviewed in February 2025 by the Board. The adjusted EBITDA projection for the Company excludes the performance of our minority investments, such as 7Ridge Fund (which owns Trading Technologies), since earnings related to these investments do not reflect actual corporate performance. In February 2025, the Board approved the actual performances of the corporate-wide net revenue and corporate- wide adjusted EBITDA. Individual Performance. For the 2024 annual incentive plan, individual performance goals comprised 20% of each NEO's target annual incentive opportunity. 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. In 2024, with respect to each NEO, the Compensation Committee set the following corporate strategic goals and considered, among other items, the following achieved performance in 2024:

  76. Annual Incentive

    | Goal | Performance | | Create World-Class Employee Experience Continuously enhance our employee experience through culture, ethics and communications to achieve satisfaction, engagement, career development, inclusion and retention | •Regular communications with employees, such as townhalls, weekly letters, and fireside chats •Completed and analyzed employee engagement and pulse surveys, while keeping similar engagement scores •Launched new employee resource groups and increased engagement and participation in such groups •Introduced a new performance management program •Emphasized the importance of employee mental health •Held routine succession planning meetings to determine appropriate talent pipeline •Named best place 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 Invest in and measure organic growth initiatives | •Completed projects across all business lines to deliver client driven solutions •Grew client meetings, penetration, and contacts and broadened targeted content delivery campaigns •Grew the client coordination model and initiated the cross sell initiative •Reported quarterly on organic growth of businesses •Provided world class education on our products through conferences, including a Risk Management Conference in Utah |

  77. Annual Incentive

    | 44 | Cboe Global Markets 2025 Proxy Statement |

  78. Annual Incentive

    Table of Contents

  79. Annual Incentive

    | Expand & Enhance Global Derivatives Offering Drive market innovation, transparent liquidity and risk-transfer solutions across our exchanges and clearing houses, while broadening access to more global participants | •Launched new products and indices such as cash-settled margin Bitcoin and Ether Futures, Options on VIX Futures, Cboe S&P 500 Variance Futures, Cboe Bitcoin U.S. ETF Index and options thereon, and US Treasury Market Volatility Index •Unified derivatives business lines to integrate Cboe Labs, Cboe Options Institute, and Cboe European Derivatives into a single global business unit •Asia Pacific expansion plan developed and commenced •Made wide range of functionality, market structure, and technology improvements across options and futures •Invested in enhancements to market intelligence group and education •Expanded FLEX options functionality | | Expand Global Data Vantage Footprint Grow non-transaction revenue globally Be on the forefront of data content, index and analytics product creation and distribution to support greater customer insights and decision making throughout the trade lifecycle | •Established new branding to change Data and Access Solutions to Data Vantage •Successfully restructured Data Vantage team •Simplified RMA products, added new market data feeds, and rolled out new time stamping service •Continued expansion of Cboe Global Cloud and increase in distribution of Cboe data | | Deliver Leading-Edge Technology Deliver trusted, best-in-class global securities platforms with greater access and distribution Refine the data platform strategy to maximize the value of our data Delight customers with continuous improvement, insights and superior service Leverage advances in technology to enhance productivity, competitiveness and customer loyalty | •Created new Cboe Titanium brand for Cboe technology platform •Defined and executed against new technology initiatives, such as scaling our technology platform, decreasing latency, increasing cybersecurity preparedness, and enhancing functionality in a globally consistent, locally optimized manner •100% uptime across 25 of our 27 markets in 2024 and greater than 99.9% uptime across our markets globally •Rolled out dedicated cores in equity markets and new options access architecture •Successfully completed Cboe Canada migration in early 2025 •Continued to explore ways to utilize and adopt AI and created an AI Center of Excellence •Supported the listing of new options classes, new products, new order types, and market enhancements |

  80. Annual Incentive

    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, Isaacson, and Sexton and Ms. Griebenow. 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 and Ms. Griebenow, the Compensation Committee set the following individual goals and considered, among other items, the following achieved performance in 2024.

  81. Annual Incentive

    | Cboe Global Markets 2025 Proxy Statement | 45 |

  82. Annual Incentive

    Table of Contents The table below shows Mr. Tomczyk's individual goals and achieved performance highlights in 2024.

  83. Annual Incentive

    | Goal | Performance | | Manage the Company and its affiliates to achieve the corporate strategic goals listed above | •As discussed above and in "2024 Business Highlights", overall, substantially performed on targeted 2024 strategic goals | | Manage global internal and external communications with the investment community, government, regulators and the public to promote integrity of the markets and confidence in our innovation superiority and products | •Managed and stabilized employee and senior management team retentions and transitions •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 •Refocused investor relations messaging on the long term | | Manage business continuity with scalable, efficient growth across global footprint | •Global technology platform stability •Rolled out dedicated cores and new options access architecture •Continued exploration of emerging technologies, such as AI and setting up an AI center of excellence •Progressed on cyber security preparedness, including holding management and board cyber security tabletop exercises | | Sharpen our strategy with a greater focus on organic growth leveraging our global securities platform Outline the role of inorganic investments in the execution of our overall strategy | •Reviewed and revised the Company's long-term strategy with Board of Directors and senior leadership team •Stabilized the Company's EBITDA margins •Communicated sharpened strategic focus with stockholders and employees •Developed and implemented a more robust and disciplined approach to capital allocation •Refocused the role of inorganic investments | | Execute on Cboe environmental goals | •Purchased renewable energy credits to help address our nonrenewable emissions for our offices •Piloted new energy efficient technology in our offices •Collaborated with our third party vendors to help reduce energy emissions •Released updated and enhanced impact report |

  84. Annual Incentive

    | 46 | Cboe Global Markets 2025 Proxy Statement |

  85. Annual Incentive

    Table of Contents

  86. Annual Incentive

    | Execute on and advance Cboe's employee related aspirations | •Held trainings to help promote integrity, inclusivity and ethical conduct •Employees are encouraged to support a culture of inclusion •Launched two additional employee resource groups •Reviewed and tracked relevant metrics, including related to new hires, promotions and retentions •Sustained a high level of employee inclusivity engagement score | | Develop a succession plan for both an unexpected and an orderly succession and take the steps necessary to implement | •Held succession planning meetings with Compensation Committee and Board •Held succession planning meetings to determine appropriate talent pipeline and retention risk •Refining and developing a successor talent bench across critical positions |

  87. Annual Incentive

    | Cboe Global Markets 2025 Proxy Statement | 47 |

  88. Annual Incentive

    Table of Contents The table below shows Mr. Howson's individual goals and achieved performance highlights in 2024.

  89. Annual Incentive

    | Goal | Performance | | Manage the Company and its affiliates to achieve the corporate strategic goals listed above | •As discussed above and in "2024 Business Highlights", overall, substantially performed on targeted 2024 strategic goals | | Manage global internal and external communications with the investment community, government, regulators and the public to promote integrity of the markets and confidence in our innovation superiority and products | •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, investors, and strategic partners •Continued board leadership and governance at Cboe Global Markets and its subsidiaries | | Manage development and execution of customer led innovations and solutions across business lines | •Successfully hosted leadership and business line summits •Led long range planning and strategic alignment initiatives •Continued growth and expansion of global client coordination model and cross-selling | | Sharpen our strategy with a greater focus on organic growth leveraging our global securities platform Outline the role of inorganic investments in the execution of our overall strategy | •Reviewed the Company's long-term strategy with Board of Directors and senior leadership team •Communicated sharpened strategic focus with stockholders and employees •Successfully exited the spot crypto business to focus on digital derivatives •Helped increase financial rigor through development of appropriate metrics and continued budget review •Focused on global growth through cross-geography ecosystems and launching APAC import/export growth plan •Reviewed a more focused group of potential inorganic targets and managed minority investments in alignment with corporate strategy |

  90. Annual Incentive

    | 48 | Cboe Global Markets 2025 Proxy Statement |

  91. Annual Incentive

    Table of Contents

  92. Annual Incentive

    | Ensure recruitment, retention and rewarding of diverse, top performing talent and institutional knowledge by driving overall engagement and innovation | •Continued to maintain high employee retention and engagement, despite competitive job market and leadership transitions •Held routine succession planning meetings to determine appropriate talent pipeline, including focus on recruitment and retention of key talent throughout 2024 •Fostered a long-term growth mindset through innovation and employee engagement •Unified derivatives business lines to integrate Cboe Labs, Cboe Options Institute, and Cboe European Derivatives into a single global business unit •Successfully implemented multiple leadership transitions | | Execute on and advance Cboe's employee related aspirations | •Helped promote integrity, inclusivity and ethical conduct •Actively participated in employee resource groups and mentorship program •Reviewed and tracked relevant metrics, including related to new hires, promotions and retentions •Sustained a high level of employee engagement score |

  93. Annual Incentive

    The table below shows Mr. Isaacson's individual goals and achieved performance highlights in 2024.

  94. Annual Incentive

    | Goal | Performance | | Manage the Company and its affiliates to achieve the corporate strategic goals listed above | •As discussed above and in "2024 Business Highlights", overall, substantially performed on targeted 2024 strategic goals | | Manage global internal and external communications with the investment community, government, regulators and the public to promote integrity of the markets and confidence in our innovation superiority and products | •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, investors, and regulators •Successfully hosted client and Cboe technology summits •Continued board leadership and governance at Cboe Global Markets and its subsidiaries | | Manage the operation of the Company and its affiliates to ensure resilient, efficient, and innovative service at a competitive cost Maintain best in class platforms with a high level of performance, availability, and resilience while driving innovation, organic initiatives, and merger and acquisition integrations | •Improved EBITDA margins year over year •Introduced dedicated cores in our equities markets •Successfully drove and implemented new options access architecture •Weekly software releases continued across our platforms, executing against strategic technology roadmap •100% uptime across 25 of our 27 markets in 2024 and greater than 99.9% uptime across all our markets globally •Continued exploration of emerging technologies, such as AI and setting up an AI center of excellence •Supported global business lines' introductions of a wide range of differentiated new features, offerings, and market structure changes in a globally consistent, locally optimized manner •Prudent expense growth and monitoring to help fuel revenue growth |

  95. Annual Incentive

    | Cboe Global Markets 2025 Proxy Statement | 49 |

  96. Annual Incentive

    Table of Contents

  97. Annual Incentive

    | Sharpen our strategy with a greater focus on organic growth leveraging our global securities platform Outline the role of inorganic investments in the execution of our overall strategy | •Reviewed the Company's long-term strategy with Board of Directors and senior leadership team •Communicated sharpened strategic focus with stockholders and employees •Developed and communicated internally technology strategy and key principles •Improved resource tracking and allocation •Continued to drive technology •Reviewed potential inorganic targets and minority investments in alignment with corporate strategy | | Assess risks to the Company and ensure they are monitored and minimized | •Reviewed and analyzed enterprise risk management program and key risk indicators on a periodic basis with key Company leaders and the Risk Committee •Progressed on cyber security preparedness and resilience, including holding cyber security tabletop exercises •Implemented additional metrics that are updated on a recurring basis to help inform our risk profile •Monitored and planned for global capacity to handle most volatile times | | 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 | •Continued to maintain high employee retention and engagement, despite competitive job market and leadership transitions •Continued to lead leadership development program •Held routine succession planning meetings to determine appropriate talent pipeline, including focus on recruitment and retention of key talent throughout 2024 •Successfully implemented multiple leadership transitions •Extensive coaching and engagement with team members to help with development and retention | | Execute on and advance Cboe's employee related aspirations | •Helped promote integrity, inclusivity and ethical conduct •Actively participated in employee resource groups, mentorship program, and women in technology and operations groups •Reviewed and tracked relevant metrics, including related to new hires, promotions and retentions •Sustained a high level of employee engagement scores |

  98. Annual Incentive

    The table below shows Ms. Griebenow's individual goals and achieved performance highlights in 2024.

  99. Annual Incentive

    | Goal | Performance | | Manage the Company and its affiliates to achieve the corporate strategic goals listed above | •As discussed above and in "2024 Business Highlights", overall, substantially performed on targeted 2024 strategic goals | | Manage the financial and administrative functions of Cboe and its affiliates | •Continued timely and accurate financial reporting •Enhanced control framework •Standardized new business initiative evaluations and internal financial reporting •Completed sale of former headquarters and leading the build out of new office space in Kansas |

  100. Annual Incentive

    | 50 | Cboe Global Markets 2025 Proxy Statement |

  101. Annual Incentive

    Table of Contents

  102. Annual Incentive

    | Effective communication with investment (equity and credit) community, and the public to articulate investment thesis, strategic priorities, capital allocation approach and key performance metrics | •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 •Maintained strong relationships with banking syndicate group and rating agencies | | Sharpen our strategy with a greater focus on organic growth leveraging our global securities platform Outline the role of inorganic investments in the execution of our overall strategy | •Reviewed the Company's long-term strategy with Board of Directors and senior leadership team •Communicated sharpened strategic focus with stockholders and employees •Helping to increase financial rigor through building out an enhanced framework | | Ensure recruitment, retention and rewarding of diverse, top performing talent and institutional knowledge by driving overall engagement and innovation | •Continued to maintain high employee retention and engagement, despite competitive job market and leadership transitions •Held routine succession planning meetings to determine appropriate talent pipeline, including focus on recruitment and retention of key talent throughout 2024 •Successfully implemented multiple leadership transitions •Hosted a finance leadership summit to help foster global finance alignment and identify areas of opportunity •Served as executive sponsor for a new company-wide leadership group | | Execute on Cboe's employee related aspirations | •Helped promote integrity, inclusivity and ethical conduct •Actively participated in employee resource groups, mentorship programs, Cboe's Charity Board, and Cboe Empowers •Reviewed and tracked relevant metrics, including related to new hires, promotions and retentions •Sustained a high level of employee engagement scores |

  103. Annual Incentive

    In addition to contributions to corporate performance, in determining the achievement of NEOs' 2024 performance, the Compensation Committee considered the following individual contributions: Mr. Sexton: As discussed above and in "2024 Business Highlights", overall, substantially performed on targeted 2024 strategic goals; supported business growth initiatives by navigating global regulatory frameworks to assist the Company in offering new products and features; maintained existing regulatory relationships; supported control functions; supported cyber security preparedness; developed succession plans and cross training; globalized the legal function; oversaw successful leadership transitions; defended Cboe's positions; reviewed and tracked relevant metrics, including related to new hires, promotions and retentions; and actively participated in employee resource groups and community programs. Based on, among other items, the above performances, the performance of each NEO and the business unit(s) or function(s) under his or her leadership, 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 109% to 128% of target. DEI Performance. For the 2024 annual incentive plan, the DEI performance goal comprised 10% of each NEO's target annual incentive opportunity. DEI performance was evaluated on overall Cboe performance and the NEO's performance related to their functions of responsibility. This evaluation included, among other items, a review of progress towards corporate social impact aspirations, engagement scores, and the related NEOs' behaviors and self-assessments. Following the evaluation of these items, the Compensation Committee determined the payout percentage of target annual incentive award opportunity for DEI performance for each NEO.

  104. Annual Incentive

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  105. Annual Incentive

    Table of Contents The Compensation Committee considered, among other items, the following achieved performance: Engaged in recruiting efforts to increase pool of qualified candidates reflective of the populations from which the Company recruits, while ensuring that employment decisions are based purely on merit and made without consideration of any protected characteristics; Continued to champion employee well being for all employees; Completed and analyzed employee engagement and pulse surveys; Increased number of employee resource groups and their engagement; and Each NEO's leadership or sponsorship of employee resource groups and other charitable and community programs. 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 individual DEI performance payouts ranged from 105% to 138% of target. Actual Annual Incentive Payouts. For 2024, 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 Summary Compensation Table ("SCT") below reflects amounts paid under the annual incentive plan.

  106. Annual Incentive

    | Named Executive Officer | 2024 Target Annual Incentive Opportunity as Percentage of Base Salary | 2024 Percentage Payout of Target Incentive Opportunity | | Fredric J. Tomczyk | 165% | 127% | | Jill M. Griebenow (1) | 130% | 125% | | David Howson (2) | 150% | 123% | | Christopher A. Isaacson | 150% | 124% | | Patrick Sexton | 120% | 124% |

  107. Annual Incentive

    ____________________________________ (1)Ms. Griebenow's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024 was 120% of her base salary, and then from March 1, 2024 through December 31, 2024 was 130% of her base salary. (2)Mr. Howson's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024 was 135% of his base salary, and then from March 1, 2024 through December 31, 2024 was 150% of his base salary.

  108. 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 2024. 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. 2024 Grants. Other than for Mr. Tomczyk, the Compensation Committee set each NEO's 2024 target long-term incentive value following a review of comparative peer group and executive compensation survey market data and individual performance. Once the Compensation Committee set the target long-term incentive value for

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  110. Long-Term Incentive Plan

    Table of Contents 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. Described below are the equity awards granted to each NEO in 2024, other than Mr. Tomczyk. As discussed in more detail below, Mr. Tomczyk received an equity grant in October 2023, in connection with his appointment to CEO that was intended to cover 2023 and 2024 fiscal years. No equity was granted to Mr. Tomczyk in 2024. Time-Based Restricted Stock Units. Time-based RSUs comprise 50% of each NEO's 2024 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 2024 total target long-term incentive award value. As described below, one-half of PSU grants are subject to the achievement of Company 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.

  111. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return ("PSUs-TSR"). 25% of the 2024 total target long-term incentive award value is subject to the achievement of Company 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. 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. ◦Performance-Based Restricted Stock Units subject to Earnings Per Share ("PSUs-EPS"). 25% of the 2024 total target long-term incentive award value is subject to the achievement of cumulative adjusted diluted 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 adjusted diluted EPS during the 3 year performance period, as adjusted for certain extraordinary, unusual or non-recurring items. The Compensation Committee selected the cumulative adjusted diluted 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. 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 generally 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 or disability. Upon a qualified retirement, all unvested outstanding RSUs will continue to vest and be settled in the normal course and a pro- rata portion of unvested outstanding PSUs will vest based on achieved performance over the applicable performance period and be settled in the normal course. Please see above "Executive Compensation Program Practices—Compensation Refinements" for a discussion of recent updates to retirement provisions in RSUs and PSUs. 2024 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, 2024. The target equity award value and the

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  113. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    Table of Contents closing share price on February 19, 2024 were used to calculate the number of RSUs that were granted on February 19, 2024. Mr. Tomczyk did not receive an RSU grant in 2024.

  114. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | Named Executive Officer | # of RSUs | Target Value of RSUs | | Jill M. Griebenow | 4,955 | $925,000 | | David Howson | 9,207 | $1,718,750 | | Christopher A. Isaacson | 5,022 | $937,500 | | Patrick Sexton | 2,706 | $505,000 |

  115. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    2024 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, 2024 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 19, 2024 were used to calculate the number of PSUs that were granted on February 19, 2024. Mr. Tomczyk did not receive any PSU awards in 2024.

  116. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | | | # of PSUs | | | Target Value of PSUs | | Named Executive Officer | Performance Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | Jill M. Griebenow | 2024-2026 TSR | 1,239 | 2,478 | 4,956 | $462,500 | | | 2024-2026 EPS | 1,239 | 2,478 | 4,956 | $462,500 | | David Howson | 2024-2026 TSR | 2,302 | 4,604 | 9,208 | $859,375 | | | 2024-2026 EPS | 2,302 | 4,604 | 9,208 | $859,375 | | Christopher A. Isaacson | 2024-2026 TSR | 1,256 | 2,511 | 5,022 | $468,750 | | | 2024-2026 EPS | 1,256 | 2,511 | 5,022 | $468,750 | | Patrick Sexton | 2024-2026 TSR | 677 | 1,353 | 2,706 | $252,500 | | | 2024-2026 EPS | 677 | 1,353 | 2,706 | $252,500 |

  117. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    The following table displays the threshold, target, and maximum performance goals for the PSU awards granted in 2024, measured over the performance period beginning on January 1, 2024 and ending on December 31, 2026.

  118. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Relative TSR Compared to S&P 500 | 25th Percentile | 50th Percentile | 75th Percentile | | Cumulative Adjusted Diluted EPS | $25.82 | $28.40 | $31.15 |

  119. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    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. 2024 Special One-Time Grants. During February 2024, the Compensation Committee and the Board, as applicable, granted special one-time equity awards ("Special Grants") to the NEOs (other than Mr. Tomczyk) to further align their interests with stockholders and provide additional retention incentive in light of the executive transitions that occurred in 2023 and a desire to help to provide for stability during the period following those transitions. The Compensation Committee reviewed market benchmark data derived from our peer group and executive compensation survey source to determine the value of the Special Grants. The Special Grants were granted on February 19, 2024 and were equally split between (i) time-based RSUs that will cliff-vest in full on February 19, 2027, subject to continuous employment with the Company through such date and (ii) PSUs subject to the achievement of the same performance goals as our other 2024 PSUs granted relating to (A) cumulative adjusted diluted EPS and (B) relative TSR (each 25% of the total award) that will vest at the conclusion of the performance period, each subject to continuous employment with the Company through such dates. These special RSUs and PSUs are ineligible for continued vesting following a qualified retirement. The following table shows the target equity award value and number of time-based RSUs. The target equity award value and the closing share price on February 19, 2024 were used to calculate the number of RSUs that were granted on February 19, 2024.

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    Table of Contents

  122. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | Named Executive Officer | # of RSUs | Target Value of RSUs | | Jill M. Griebenow | 670 | $125,000 | | David Howson | 1,340 | $250,000 | | Christopher A. Isaacson | 1,340 | $250,000 | | Patrick Sexton | 670 | $125,000 |

  123. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    The following table shows the target equity award value and number of PSUs (tied to TSR and EPS performance) that were granted on February 19, 2024. The target equity award value and the closing share price on February 19, 2024 was used to calculate the number of PSUs that were granted on February 19, 2024.

  124. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | | | # of PSUs | | | Target Value of PSUs | | Named Executive Officer | Performance Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | Jill M. Griebenow | 2024-2026 TSR | 168 | 335 | 670 | $62,500 | | | 2024-2026 EPS | 168 | 335 | 670 | $62,500 | | David Howson | 2024-2026 TSR | 335 | 670 | 1,340 | $125,000 | | | 2024-2026 EPS | 335 | 670 | 1,340 | $125,000 | | Christopher A. Isaacson | 2024-2026 TSR | 335 | 670 | 1,340 | $125,000 | | | 2024-2026 EPS | 335 | 670 | 1,340 | $125,000 | | Patrick Sexton | 2024-2026 TSR | 168 | 335 | 670 | $62,500 | | | 2024-2026 EPS | 168 | 335 | 670 | $62,500 |

  125. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    The following table displays the threshold, target, and maximum performance goals for the PSU awards granted in 2024, measured over the performance period beginning on January 1, 2024 and ending on December 31, 2026.

  126. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Relative TSR Compared to S&P 500 | 25th Percentile | 50th Percentile | 75th Percentile | | Cumulative Adjusted Diluted EPS | $25.82 | $28.40 | $31.15 |

  127. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    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. Mr. Tomczyk's 2023 CEO Appointment Grant. In connection with Mr. Tomczyk's appointment to CEO in October 2023, he received a grant of RSUs. Consistent with the Compensation Committee's decision to grant the RSUs in 2023 in lieu of any annual equity incentive award grant for the 2023 and 2024 fiscal years, Mr. Tomczyk did not receive an equity grant in 2024. 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, the first installment having vested on October 12, 2024 and the remaining installments vesting on October 12, 2025 and October 12, 2026, respectively, subject to (i) Mr. Tomczyk's continued employment through at least the first anniversary of the grant date (which occurred on October 12, 2024) and (ii) Mr. Tomczyk's continued service on the Board thereafter. 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—2024 Outstanding Equity Awards at Fiscal Year End Table" for a further description of the vesting conditions applicable to this award.

  128. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

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

  129. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    2022 PSU Grants Vested. The Compensation Committee and the Board, as applicable, approved grants on February 19, 2022 of PSUs ("Regular 2022 PSUs") to our NEOs, except for Mr. Tomczyk and Ms. Griebenow,

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  131. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    Table of Contents who did not receive grants of 2022 PSUs. Additionally, the Compensation Committee and the Board approved a special one-time grant on February 19, 2022 of PSUs to Mr. Isaacson and a promotion related grant on May 12, 2022 of PSUs to Mr. Howson (together with the Regular 2022 PSUs, the "2022 PSUs"). The 2022 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, 2022 and ending on December 31, 2024. In early 2025, the Compensation Committee determined that the following performance was achieved resulting in the indicated payout: The TSR percentile attained was the 83rd percentile, which resulted in the vesting of 200% of the target number of PSUs-TSR granted to each applicable NEO. The 3-year cumulative adjusted diluted EPS attained was $23.34(1), which resulted in the vesting of 161.5% of the target number of PSUs-EPS granted to each applicable NEO. ____________________________________ (1)The 3 year adjusted EPS is a non-GAAP measure used by the Company and a reconciliation to a GAAP measure is provided in Appendix A. The specific performance goals for the PSUs-TSR and PSUs-EPS for the 2022-2024 performance period were previously disclosed in our proxy statement covering 2022 compensation. The table below shows the number of 2022 PSUs that vested at the conclusion of the applicable performance period for each applicable NEO and does not include dividend equivalent payments.

  132. ◦Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

    | Named Executive Officer | Performance Metric | # of PSUs at Target (100% Payout) | # of PSUs Vested | | David Howson | 2022-2024 TSR | 5,269 | 10,538 | | | 2022-2024 EPS | 5,269 | 8,510 | | Christopher A. Isaacson | 2022-2024 TSR | 4,904 | 9,808 | | | 2022-2024 EPS | 4,904 | 7,921 | | Patrick Sexton | 2022-2024 TSR | 1,518 | 3,036 | | | 2022-2024 EPS | 1,518 | 2,452 |

  133. Clawback Policies

    Table of Contents 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. Supplemental Discretionary Clawback Policy. Effective December 18, 2024, we adopted a supplemental discretionary clawback policy covering any cash and equity compensation, such as annual incentives, time- based RSUs, performance-based PSUs, severance and termination related benefits, but excluding base salary, commissions, and other qualified retirement benefits (collectively, "Covered Compensation"), received by current and former executive officers and other executive vice presidents who are not already executive officers ("Covered Persons"). The policy provides that following a covered event, the Compensation Committee may, in its sole discretion, recover up to 100% of the Covered Compensation paid to applicable Covered Persons. Covered events include engaging, after the effective date, in any breach of any restrictive covenants owed to the Company and in any conduct that is or could be grounds for termination for cause, which includes, among other items, (a) willful failure to perform material duties owed to the Company, (b) fraud, breach of fiduciary duty, dishonesty, misappropriation or any other action causing damage to the Company, (c) admission or conviction of any felony that adversely affects that Company, and (d) act or omission in violation of the Company's policies, including the Company's harassment and discrimination policies and the Code of Business Conduct and Ethics, that causes damage to the Company. Additionally, if a Covered Person is not covered by the mandatory clawback policy, the supplemental discretionary clawback policy provides that following an accounting restatement, the Compensation Committee may recover any incentive amounts paid to a Covered Person that was in excess of what should have been paid based on the revised financials, regardless of such executive's fault, misconduct or involvement in causing the restatement. The policy has a 3 year look-back. The equity award agreements contain provisions applying the supplemental discretionary clawback policy to equity grants. This policy applies to compensation received on or after December 18, 2024.

  134. 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") 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 and Cash Deferral Plan are defined contribution plans. We do not provide any defined benefit retirement plans to our executive officers or 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' 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. As of December 31, 2024, 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.

  135. 2024 Summary Compensation Table

    2024 Summary Compensation Table The table below sets forth, for the years indicated below, the compensation earned by our NEOs.

  136. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Fredric J. Tomczyk (5) | 2024 | $1,000,000 | — | $— | $2,087,250 | $238,169 | $3,325,419 | | Chief Executive Officer | 2023 | $287,500 | — | $7,150,104 | $584,990 | $343,916 | $8,366,510 | | Jill M. Griebenow (6) | 2024 | $500,000 | — | $2,343,978 | $800,650 | $77,673 | $3,722,301 | | Executive Vice President, | 2023 | $430,522 | $150,000 | $1,039,970 | $454,911 | $78,503 | $2,153,906 | | Chief Financial Officer | | | | | | | | | David Howson | 2024 | $625,000 | — | $4,427,097 | $1,132,684 | $321,888 | $6,506,669 | | Executive Vice President, | 2023 | $625,000 | — | $3,058,526 | $978,480 | $294,250 | $4,956,256 | | Global President | 2022 | $601,000 | — | $2,724,861 | $1,281,720 | $179,156 | $4,786,737 | | Christopher A. Isaacson | 2024 | $650,000 | — | $2,695,626 | $1,209,000 | $158,735 | $4,713,361 | | Executive Vice President, | 2023 | $650,000 | — | $2,091,848 | $1,130,688 | $201,720 | $4,074,256 | | Chief Operating Officer | 2022 | $650,000 | — | $2,354,538 | $1,613,625 | $191,253 | $4,809,416 | | Patrick Sexton | 2024 | $446,667 | — | $1,422,809 | $662,041 | $62,455 | $2,593,972 | | Executive Vice President, | 2023 | $427,500 | — | $1,085,605 | $595,942 | $66,256 | $2,175,303 | | General Counsel and Corporate Secretary | 2022 | $415,000 | — | $806,155 | $861,540 | $55,256 | $2,137,951 |

  137. 2024 Summary Compensation Table

    _____________________________________ (1)The amount reported in this column for Ms. Griebenow for 2023 represents a one-time retention bonus of $150,000. (2)The amounts in the stock award column for 2024 include the grant date aggregate fair value of the awards of RSUs and PSUs granted in 2024, 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 2024 consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 2024 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 $2,100,636 for Ms. Griebenow, $3,938,412 for Mr. Howson, $2,375,444 for Mr. Isaacson, and $1,260,531 for Mr. Sexton. (3)The amounts shown reflect awards to the NEOs under our annual incentive plan. Annual incentive payments for services performed in 2022, 2023, and 2024 by NEOs were paid in early 2023, 2024, and 2025, respectively. (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 2024, please see the following "2024 All Other Compensation Detail Table". (5)Mr. Tomczyk became an NEO for the first time in 2023, and thus no amounts are shown in the table for 2022. Because the CEO appointment grant made to Mr. Tomczyk in October 2023 was intended to cover 2023 and 2024, Mr. Tomczyk was not granted additional RSUs or PSUs in 2024. For more information see above "Compensation Discussion and Analysis—Long-Term Incentive Plan—Mr. Tomczyk's 2023 CEO Appointment Grant". (6)Ms. Griebenow became an NEO for the first time in 2023, and thus no amounts are shown in the table for 2022.

  138. 2024 Summary Compensation Table

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  139. 2024 Summary Compensation Table

    Table of Contents

  140. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The 2024 grants of plan-based awards are as follows and are explained in more detail below:

  141. 2024 Grants of Plan-Based Awards Table

    | | Approval Date | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Name | (1) | (1) | ($)* | ($)* | ($)* | (#) | (#) | (#) | (#) | ($) (2) | | Fredric J. Tomczyk | 2/8/2024 | n/a | $289 | $1,650 | $3,300 | — | — | — | — | — | | Jill M. Griebenow | 2/8/2024 | n/a | 112 | $642 | 1,283 | — | — | — | — | — | | | 2/7/2024 | 2/19/2024 | — | — | — | 1,239 | 2,478 | 4,956 | — | $498,332 | | | 2/7/2024 | 2/19/2024 | — | — | — | 1,239 | 2,478 | 4,956 | — | $641,430 | | (3) | 2/7/2024 | 2/19/2024 | — | — | — | 168 | 335 | 670 | — | $67,369 | | (3) | 2/7/2024 | 2/19/2024 | — | — | — | 168 | 335 | 670 | — | $86,715 | | | 2/7/2024 | 2/19/2024 | — | — | — | — | — | — | 4,955 | $925,049 | | (4) | 2/7/2024 | 2/19/2024 | — | — | — | — | — | — | 670 | $125,082 | | David Howson | 2/8/2024 | n/a | $161 | $922 | $1,844 | — | — | — | — | — | | | 2/8/2024 | 2/19/2024 | — | — | — | 2,302 | 4,604 | 9,208 | — | $925,876 | | | 2/8/2024 | 2/19/2024 | — | — | — | 2,302 | 4,604 | 9,208 | — | $1,191,745 | | (3) | 2/8/2024 | 2/19/2024 | — | — | — | 335 | 670 | 1,340 | — | $134,739 | | (3) | 2/8/2024 | 2/19/2024 | — | — | — | 335 | 670 | 1,340 | — | $173,430 | | | 2/8/2024 | 2/19/2024 | — | — | — | — | — | — | 9,207 | $1,718,855 | | (4) | 2/8/2024 | 2/19/2024 | — | — | — | — | — | — | 1,340 | $250,165 | | Christopher A. Isaacson | 2/8/2024 | n/a | $171 | $975 | $1950 | — | — | — | — | — | | | 2/8/2024 | 2/19/2024 | — | — | — | 1,256 | 2,511 | 5,022 | — | $504,968 | | | 2/8/2024 | 2/19/2024 | — | — | — | 1,256 | 2,511 | 5,022 | — | $649,972 | | (3) | 2/8/2024 | 2/19/2024 | — | — | — | 335 | 670 | 1,340 | — | $134,739 | | (3) | 2/8/2024 | 2/19/2024 | — | — | — | 335 | 670 | 1,340 | — | $173,430 | | | 2/8/2024 | 2/19/2024 | — | — | — | — | — | — | 5,022 | $937,557 | | (4) | 2/8/2024 | 2/19/2024 | — | — | — | — | — | — | 1,340 | $250,165 | | Patrick Sexton | 2/8/2024 | n/a | $94 | $536 | $1,072 | | | | — | | | | 2/7/2024 | 2/19/2024 | — | — | — | 677 | 1,353 | 2,706 | — | $272,092 | | | 2/7/2024 | 2/19/2024 | — | — | — | 677 | 1,353 | 2,706 | — | $350,224 | | (3) | 2/7/2024 | 2/19/2024 | — | — | — | 168 | 335 | 670 | — | $67,369 | | (3) | 2/7/2024 | 2/19/2024 | — | — | — | 168 | 335 | 670 | — | $86,715 | | | 2/7/2024 | 2/19/2024 | — | — | — | — | — | — | 2,706 | $505,183 | | (4) | 2/7/2024 | 2/19/2024 | — | — | — | — | — | — | 670 | $125,082 |

  142. 2024 Grants of Plan-Based Awards Table

    ____________________________________ *In thousands. (1)For Messrs. Tomczyk, Howson, and Isaacson, 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. (2)Represents the grant date aggregate fair value of the awards of RSUs and PSUs that were granted in 2024, 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 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 2024 consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 2024 filed with the SEC.

  143. 2024 Grants of Plan-Based Awards Table

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  144. 2024 Grants of Plan-Based Awards Table

    Table of Contents (3)These special one-time equity incentive awards were made in PSUs and do not provide for qualified retirement eligibility. (4)These special one-time equity incentive awards were made in RSUs not subject to performance conditions. The awards cliff-vest in full on February 19, 2027. These RSUs do not provide for qualified retirement eligibility.

  145. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth outstanding equity awards held by each NEO at December 31, 2024 based on the market value of our common stock on December 31, 2024 (the last trading day of the year).

  146. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested | | Fredric J. Tomczyk | 29,635(1) | $5,790,679 | | | | Jill M. Griebenow | 826(2) | $161,400 | | | | | 863(3) | $168,630 | | | | | 1,306(4) | $255,192 | | | | | 4,955(5) | $968,207 | | | | | 670(6) | $130,918 | | | | | | | 1,294(7) | $252,848 | | | | | 1,294(8) | $252,848 | | | | | 1,960(9) | $382,984 | | | | | 1,960(10) | $382,984 | | | | | 2,478(11) | $484,201 | | | | | 2,478(12) | $484,201 | | | | | 335(13) | $65,459 | | | | | 335(14) | $65,459 | | David Howson | 2,753(2) | $537,936 | | | | | 760(15) | $148,504 | | | | | 7,330(3) | $1,432,282 | | | | | 9,207(5) | $1,799,048 | | | | | 1,340(6) | $261,836 | | | | | 8,627(16) | $1,685,716 | | | | | 6,967(17) | $1,361,352 | | | | | 2,372(18) | $463,489 | | | | | 1,916(19) | $374,386 | | | | | | | 10,994(7) | $2,148,228 | | | | | 10,994(8) | $2,148,228 | | | | | 4,604(11) | $899,622 | | | | | 4,604(12) | $899,622 | | | | | 670(13) | $130,918 | | | | | 670(14) | $130,918 | | Christopher A. Isaacson | 2,581(2) | $504,327 | | | | | 4,975(3) | $972,115 | | | | | 5,022(5) | $981,299 | | | | | 1,340(6) | $261,836 | | | | | 8,088(16) | $1,580,395 | | | | | 6,532(17) | $1,276,353 | | | | | 2,159(20) | $421,869 | | | | | 1,744(21) | $340,778 | | | | | | | 7,462(7) | $1,458,075 | | | | | 7,462(8) | $1,458,075 | | | | | 2,511(11) | $490,649 | | | | | 2,511(12) | $490,649 | | | | | 670(13) | $130,918 | | | | | 670(14) | $130,918 | | Patrick Sexton | 1,012(2) | $197,745 | | | | | 1,951(3) | $381,225 | | | | | 2,706(5) | $528,752 | | | | | 670(6) | $130,918 | | | | | 3,172(16) | $619,809 | | | | | 2,562(17) | $500,615 | | | | | | | 2,926(7) | $571,740 | | | | | 2,926(8) | $571,740 | | | | | 1,752(22) | $342,341 | | | | | 1,752(23) | $342,341 | | | | | 1,353(11) | $264,376 | | | | | 1,353(12) | $264,376 | | | | | 335(13) | $65,459 | | | | | 335(14) | $65,459 |

  147. 2024 Outstanding Equity Awards at Fiscal Year-End Table

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  148. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    Table of Contents _____________________________________ (1)Grant of RSUs not subject to performance conditions on October 12, 2023. These RSUs vested one-third on October 12, 2024 and will vest one-third on each of October 12, 2025 and October 12, 2026. For Mr. Tomczyk's CEO appointment October 2023 RSU award, vesting will accelerate in full on the later of Mr. Tomczyk's service as CEO terminating for any reason other than cause and Mr. Tomczyk's service as a member of the Board terminating due to a failure to be renominated or re-elected to the Board for any reason other than cause or a voluntary resignation, in each case provided that both events occur after October 12, 2024 and before the award has otherwise forfeited. If Mr. Tomczyk ceases to serve as CEO after October 12, 2024, but remains in continuous service as a director, (i) his award will vest in full upon a change in control if he is still a director as of such date and (ii) he will be eligible for partial, prorated vesting based on his service between October 12, 2024 and his separation date if after October 12, 2024 he voluntarily resigns from the Board and there is no basis by which his service could have been terminated for cause. (2)Grant of RSUs not subject to performance conditions on February 19, 2022. This portion of the RSUs vested on February 19, 2025. (3)Grant of RSUs not subject to performance conditions on February 19, 2023. These RSUs vested one-half on February 19, 2025 and will vest one-half on February 19, 2026. (4)Grant of RSUs not subject to performance conditions on August 19, 2023. These RSUs vested one-half on February 19, 2025 and will vest one-half on February 19, 2026. (5)Grant of RSUs not subject to performance conditions on February 19, 2024. These RSUs vested one-third on February 19, 2025 and will vest one-third on each of February 19, 2026 and February 19, 2027. (6)Grant of RSUs not subject to performance conditions on February 19, 2024. The award cliff-vests in full on February 19, 2027. These RSUs do not provide for qualified retirement eligibility. (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. (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. (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. (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. (11)Grant of PSUs on February 19, 2024 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2024 through December 31, 2026. Under Item 402 of Regulation S-K, these awards are shown at the target performance amount. These PSUs will be issued on or about February 19, 2027 upon determination of the achievement of the performance conditions. (12)Grant of PSUs on February 19, 2024 subject to an earnings per share performance condition for the period from January 1, 2024 through December 31, 2026. Under Item 402 of Regulation S-K, these awards are shown at the target performance amount. These PSUs will be issued on or about February 19, 2027 upon determination of the achievement of the performance conditions. (13)Grant of PSUs on February 19, 2024 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2024 through December 31, 2026. Under Item 402 of Regulation S-K, these awards are shown at the target performance amount. These PSUs will be issued on or about February 19, 2027 upon determination of the achievement of the performance conditions. These PSUs do not provide for qualified retirement eligibility.

  149. 2024 Outstanding Equity Awards at Fiscal Year-End Table

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  150. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    Table of Contents (14)Grant of PSUs on February 19, 2024 subject to an earnings per share performance condition for the period from January 1, 2024 through December 31, 2026. Under Item 402 of Regulation S-K, these awards are shown at the target performance amount. These PSUs will be issued on or about February 19, 2027 upon determination of the achievement of the performance conditions. These PSUs do not provide for qualified retirement eligibility. (15)Grant of RSUs not subject to performance conditions on May 12, 2022. This portion of the RSUs vested on February 19, 2025. (16)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. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were issued on February 10, 2025 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2024 Elements of Executive Compensation Program—Long- Term Incentive Plan—2022 PSU Grants Vested" for more details. (17)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. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were issued on February 10, 2025 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2024 Elements of Executive Compensation Program—Long-Term Incentive Plan—2022 PSU Grants Vested" for more details. (18)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. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were issued on February 10, 2025 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2024 Elements of Executive Compensation Program—Long- Term Incentive Plan—2022 PSU Grants Vested" for more details. (19)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. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were issued on February 10, 2025 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2024 Elements of Executive Compensation Program—Long-Term Incentive Plan—2022 PSU Grants Vested" for more details. (20)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. These PSUs do not provide for qualified retirement eligibility. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were issued on February 10, 2025 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2024 Elements of Executive Compensation Program—Long-Term Incentive Plan—2022 PSU Grants Vested" for more details. (21)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. These PSUs do not provide for qualified retirement eligibility. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were issued on February 10, 2025 upon determination of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2024 Elements of Executive Compensation Program—Long-Term Incentive Plan—2022 PSU Grants Vested" for more details. (22)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. These PSUs do not provide for qualified retirement eligibility. (23)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. These PSUs do not provide for qualified retirement eligibility.

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  152. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    Table of Contents

  153. 2024 Stock Vested Table

    2024 Stock Vested Table The following table sets forth the equity awards that vested during 2024.

  154. 2024 Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting (2) | | Fredric J. Tomczyk | 16,040 | $3,273,738 | | Jill M. Griebenow | 2,933 | $547,562 | | David Howson | 25,810 | $4,782,619 | | Christopher A. Isaacson | 30,944 | $5,727,153 | | Patrick Sexton | 11,304 | $2,092,419 |

  155. 2024 Stock Vested Table

    _____________________________________ (1)Number of shares acquired on vesting represent RSUs and PSUs that were issued in 2024, and do not include any of the 2022 PSU awards, as the underlying shares were not issued until the settlement date of February 10, 2025. (2)Amounts are calculated by multiplying the number of shares underlying RSUs or PSUs by our closing stock price on the date of vesting or issuance, or if the stock market was closed on such date, by our closing stock price on the next preceding day on which the stock market was open.

  156. 2024 Non-Qualified Deferred Compensation Table

    2024 Non-Qualified Deferred Compensation Table

  157. 2024 Non-Qualified Deferred Compensation Table

    | Name (1) | | Executive Contributions in Last FY (2) | Registrant Contributions in Last FY (3) | Aggregate Earnings in Last FY (4) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | Jill M. Griebenow | SERP | $24,397 | $48,793 | $44,876 | $— | $336,278 | | David Howson | SERP | $50,339 | $100,678 | $12,757 | $— | $313,372 | | Christopher A. Isaacson | SERP | $717,844 | $114,855 | $526,661 | $— | $7,589,185 | | Patrick Sexton | SERP | $39,292 | $31,433 | $255,280 | $— | $1,297,206 |

  158. 2024 Non-Qualified Deferred Compensation Table

    _____________________________________ (1)Executive and registrant contributions include contributions during 2024. Mr. Tomczyk did not make any contributions. Numbers may not foot due to rounding. (2)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". (3)The amount of registrant contributions reported in this column for each NEO is also included in his or her compensation reported in the SCT under the column labeled "All Other Compensation". (4)Earnings are based upon the investment fund selected by the NEO for each plan.

  159. Severance Payments

    | Name | Salary | Cash Incentive (6) | Unvested Equity Awards (7) | Other (8) | Total | | Fredric J. Tomczyk(1) | $1,000,000 | $3,300,000 | $— | $27,435 | $4,327,435 | | (2) | $2,000,000 | $4,950,000 | $5,790,679 | $36,580 | $12,777,259 | | (3) | $— | $— | $5,790,679 | $— | $5,790,679 | | (4) | $— | $— | $— | $— | $— | | (5) | $— | $— | $— | $— | $— | | Jill M. Griebenow(1) | $500,000 | $1,291,803 | $— | $31,270 | $1,823,073 | | (2) | $1,000,000 | $1,941,803 | $4,055,332 | $41,694 | $7,038,829 | | (3) | $— | $— | $3,419,500 | $— | $3,419,500 | | (4) | $— | $— | $— | $— | $— | | (5) | $— | $— | $— | $— | $— | | David Howson(1) | $625,000 | $1,859,631 | $3,884,943 | $51,702 | $6,421,276 | | (2) | $1,250,000 | $2,797,131 | $14,422,083 | $68,936 | $18,538,150 | | (3) | $— | $— | $12,273,856 | $— | $12,273,856 | | (4) | $— | $— | $— | $— | $— | | (5) | $— | $— | $3,884,943 | $— | $3,884,943 | | Christopher A. Isaacson(1) | $650,000 | $1,950,000 | $3,619,394 | $48,448 | $6,267,842 | | (2) | $1,300,000 | $2,925,000 | $10,498,256 | $64,597 | $14,787,853 | | (3) | $— | $— | $9,040,181 | $— | $9,040,181 | | (4) | $— | $— | $— | $— | $— | | (5) | $— | $— | $3,619,394 | $— | $3,619,394 | | Patrick Sexton (9)(1) | $450,000 | $1,076,066 | $3,166,718 | $51,702 | $4,744,486 | | (2) | $900,000 | $1,616,066 | $4,846,897 | $68,936 | $7,431,899 | | (3) | $— | $— | $3,932,816 | $— | $3,932,816 | | (4) | $— | $— | $3,166,718 | $— | $3,166,718 | | (5) | $— | $— | $3,166,718 | $— | $3,166,718 |

  160. PAY RATIO

    PAY RATIO As required by SEC rules, 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 2024, the median of the annual total compensation of all employees of the Company (other than Mr. Tomczyk) was $182,120 and the annual total compensation of Mr. Tomczyk was $3,325,419. 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 18:1. This ratio would have been 49:1 if a pro rata portion of Mr. Tomczyk's 2023 CEO appointment RSU grant was included in Mr. Tomczyk's annual total compensation for 2024. 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, 2024 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 1,628 employees as of November 15, 2024, which excluded, under the non-U.S. de minimis exception to the pay ratio rule, all of our employees in Japan (approximately 28), and the Philippines (approximately 29), out of a total of 1,689 employees, or 3.4%. 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.

  161. PAY RATIO

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  162. PAY RATIO

    Table of Contents

  163. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by SEC rules, the following information provides a summary of the relationship between compensation actually paid (determined in accordance with SEC rules) to our principal executive officer ("PEO") and average compensation actually paid to our non-PEO NEOs (the "Other NEOs") and certain financial performance of the Company, as required by SEC rules. This information is a reasonable estimate calculated in a manner consistent with such SEC rules 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".

  164. 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 Other NEOs (3) | Average Compensation Actually Paid To Other NEOs (4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Income (7) (in millions) | Adjusted EBITDA (8) (in millions) | | 2024 | $3,325,419 | $4,350,104 | $— | $— | $4,384,076 | $5,374,354 | $175.40 | $164.11 | $761 | $1,352 | | 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 |

  165. 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 PEO 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". (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 PEO. In accordance with SEC rules, the following adjustments were made to Mr. Tomczyk's total compensation as reported in the 2024 SCT to determine his 2024 compensation actually paid.

  166. PAY VERSUS PERFORMANCE

    | Fredric J. Tomczyk | | | Amount Deducted or Added (1) | 2024 | | Subtract stock and option awards reported in SCT | $— | | 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 | $— | | 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 | $519,649 | | Add stock and option awards that were granted and vested in the same year, the fair value as of the vesting date | $— | | 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 | $406,578 | | Add dividends paid on unvested shares/units and stock options in the covered fiscal year | $98,458 |

  167. PAY VERSUS PERFORMANCE

    ____________________________________ (1)The assumptions used to calculate the values for each RSU 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. (3)The dollar amounts reported in this column represent the average of the amounts reported for the Company's Other NEOs as a group in the "Total" column of the SCT in each applicable year. The Other NEOs in each applicable year are as follows: (i) for 2024, Messrs. Howson, Isaacson, and Sexton and Ms. Griebenow; (ii) for 2023, Messrs. Schell, Howson, and Isaacson, Ms. Griebenow, and Catherine 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 and Isaacson, and Bryan Harkins. (4)The dollar amounts reported in this column represent the average amount of "compensation actually paid" to the Other NEOs as a group. In accordance with SEC rules, the following adjustments were made to

  168. PAY VERSUS PERFORMANCE

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  169. PAY VERSUS PERFORMANCE

    Table of Contents average total compensation for the Other NEOs as a group for 2024 to determine the compensation actually paid. Numbers may not foot due to rounding.

  170. PAY VERSUS PERFORMANCE

    | Average Amount Deducted or Added (1) | 2024 | | Subtract average stock and option awards reported in SCT | $-2,722,378 | | 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 | $2,593,336 | | 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 | $876,894 | | 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) | $97,487 | | 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 | $115,282 | | 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 | $— | | Add average dividends paid on unvested shares/units and stock options in the covered fiscal year | $29,657 |

  171. 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. (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. (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). (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. (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. (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.

  172. 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 20% 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. Mr. Tomczyk's compensation paid for 2024 does not include any equity grants, as his CEO appointment grant in 2023 was meant to cover equity grants for 2023 and 2024 fiscal years. 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 for a particular year.

  173. Description of Relationship Between Compensation Actually Paid to our NEOs and Each Financial

    Description of Relationship Between Compensation Actually Paid to our NEOs and Each Financial

  174. Metric Presented in the Pay versus Performance Table

    Metric Presented in the Pay versus Performance Table

  175. 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 Other NEOs as a group is generally aligned with the Company's cumulative TSR over the period presented in the table.

  176. Compensation Actually Paid and Cumulative TSR

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  177. Compensation Actually Paid and Cumulative TSR

    Table of Contents

  178. 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 Other NEOs as a group is generally aligned with the Company's net income over the period presented in the table.

  179. 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 Other NEOs as a group is generally aligned with the Company's adjusted EBITDA over the period presented in the table.