CME GROUP INC
For the period ended Dec 31, 2023. Filed Mar 18, 2024.
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Dec 31, 2023 · Filed Mar 18, 2024
Contents
Principal elements of our compensation program
The principal components of our executive compensation program and the purpose of each component are presented in the following table.
| Compensation Component | Key Characteristics | Purpose | Where Reported in More Detail | |||
|---|---|---|---|---|---|---|
| Base Pay | Fixed compensation component. Reviewed annually, and adjusted, if and when appropriate. | Intended to compensate the executive competitively with the market based upon their job duties and level of responsibility. | Summary Compensation Table on page 79 under "Salary" and described on page 70. | |||
| Annual Performance-Based Bonus | Variable compensation component. Opportunity based upon our performance measured by cash earnings achievement. Individual awards based on bonus opportunities and individual performance. | Intended to motivate and reward the executive's contribution to achieving our short-term/annual goals. | Summary Compensation Table under "Non-Equity Incentive Plan Compensation," Grants of Plan-Based Awards on page 81 under "Estimated Future Payouts Under Non-Equity Incentive Plan Awards" and described on page 72. | |||
| Long-Term Incentives | Variable compensation component. Amounts actually realized will depend upon company financial/stock performance. Individual awards based on equity opportunities and individual performance. | Intended to motivate and reward the executive’s contribution to achieving our long-term objectives and increasing shareholder value and to serve as a retention mechanism. | Summary Compensation Table under "Stock Awards", Grants of Plan-Based Awards under the columns referencing equity awards, Stock Vested on page 85 and described on page 72. |
| 68 | CME GROUP | 2024 PROXY STATEMENT |
| TABLE OF CONTENTS | COMPENSATION DISCUSSION & ANALYSIS |
|---|
| Compensation Component | Key Characteristics | Purpose | Where Reported in More Detail | |||
|---|---|---|---|---|---|---|
| Health and Welfare Plans and Retirement Plans | Fixed component of pay. | Intended to provide benefits that promote employee health and support employees in attaining financial security. | Summary Compensation Table under "Change in Pension Value and Non-Qualified Deferred Compensation Earnings" and "All Other Compensation," Pension Benefits on page 86 and Non-Qualified Deferred Compensation on page 87. | |||
| Post-Employment Compensation | Contingent compensation component. | Intended to provide a temporary income source following termination (other than for cause) including in the case of a change-in-control to ensure continuity of management during that event. | Potential Payments to Named Executive Officers on page 91 and described on page 76. |
We do not maintain formal targets for the allocation of total compensation through each of the foregoing elements. We believe that members of our senior management who have more direct responsibility for the performance of CME Group should have a greater percentage of their compensation tied to the performance of CME Group. In accordance with this philosophy:
Base salary should represent a lower percentage of overall compensation as employees gain more responsibility with more direct influence over our performance.
Employees in positions that most directly influence performance should have a larger percentage of their compensation tied to CME Group’s performance through equity awards with a portion of the equity awards tied to corporate performance goals.
Actual awards of incentive compensation should be closely aligned with the performance of CME Group.
The following are the approximate average percentages the elements represent out of the total compensation for our named executive officers as a group for 2023 as set forth in the Summary Compensation Table:
| Base Salary | AnnualCash Bonus 1 | Annual Equity 2 | OtherCompensation 3 |
|---|---|---|---|
| 11% | 31% | 54% | 4% |
1 Annual cash bonus is composed of the amounts listed in the Summary Compensation Table for 2023 under "Non-Equity Incentive Plan Compensation."
2 Annual equity value shown is composed of the amounts listed in the Summary Compensation Table for 2023 under "Stock Awards."
3 Other compensation is composed of amounts listed in the Summary Compensation Table for 2023 under "Change in Pension Value and Non-Qualified Deferred Compensation Earnings" and "All Other Compensation" columns.
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