Cboe Global Markets Inc

Independence

Our Bylaws require that, at all times, no less than two-thirds of our directors will be independent. The

Nominating and Governance Committee has affirmatively determined that all of our directors serving in 2024,

except Mr. Tomczyk, are independent under BZX listing standards for independence. In addition, Joseph P.

Ratterman who resigned as a director effective February 5, 2024, was determined to be independent through

February 5, 2024.

All of the directors then serving on each of the Audit, Compensation, and Nominating and Governance

Committees are independent. Each of these Committees (as defined below) reports to the Board as they deem

appropriate, and as the Board may request.

Non-Executive Chairman

The Board has an independent Non-Executive Chairman, Mr. Farrow. Our Corporate Governance Guidelines

require that an independent director serve as our Lead Director or Non-Executive Chairman, as applicable. The

position is annually elected by the Board, upon the recommendation of the Nominating and Governance

Committee, however, it is expected that the elected director will serve 4 years, which may be extended in

extraordinary circumstances. Under our Bylaws, the Chairman shall be the presiding officer at all meetings of

the Board and stockholders and shall exercise such other powers and perform such other duties as are

delegated to the Chairman by the Board. Additionally, the Charter of the Lead Director/Non-Executive

Chairman, Appendix A to our Corporate Governance Guidelines, provides for the following responsibilities,

among other items:

Chair all meetings of the non-employee and independent directors of the Board, including the executive

sessions;

Approve agendas for Board meetings and consult with the CEO on other matters pertinent to us and the

Board;

Serve as a liaison between the CEO and the independent Directors;

Approve meeting schedules to assure that there is sufficient time for discussion of all agenda items;

Advise and consult with the CEO on the general scope and type of information to be provided in

advance of Board meetings;

In collaboration with the CEO, consult with the appropriate members of senior management about what

information pertaining to our finances, operations, strategic alternatives, and compliance is to be sent to

the Board; and

To perform other duties as the Board may determine.

Chairman and CEO Roles

The Board carefully considers its Board leadership structure and the benefits of continuity in leadership roles

and believes having Mr. Farrow serve in the role of Non-Executive Chairman enhances the Company's strategic

alignment and supports Cboe Global Markets' ability to deliver stockholder value.

The Board periodically reviews the leadership structure and may make changes in the future based upon what

the Board believes to be in the best interests of the Company and stockholders at the time. At certain points in

our history, the Chairman and CEO roles have been held by the same person, and at other times the roles have

been held by different individuals. Under our Bylaws, the Chairman may, but need not be, our CEO, and the

Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman

and CEO in any way that is in the best interests of the Company and stockholders at a given point in time based

upon then-prevailing circumstances. The Board believes that the decision as to who should serve in those roles,

and whether the offices should be combined or separate, should be assessed periodically by the Board and that

the Board should not be constrained by a rigid policy mandate when making these determinations.

In addition, our Board has implemented the following elements to help ensure independent oversight for us and

for our Board:

Requiring the Board to consist of at least two-thirds independent directors who meet regularly without

management and solely with non-employee and independent directors;

Establishing independent Audit, Compensation, and Nominating and Governance Committees; and

Appointing an independent Lead Director or Non-Executive Chairman, as applicable.

Board Oversight of Strategy

With oversight and direction from the Board and the Finance and Strategy Committee, our CEO develops the

Company's business strategy in conjunction with management. This process is collaborative and evolving. The

Finance and Strategy Committee meets quarterly with management to approve or make recommendations, as

necessary, to the Board regarding the Company's budget, capital allocation, strategic plans, and acquisition,

investment or divestment opportunities. Further, summaries of the proceedings from prior Finance and Strategy

Committee meetings are provided to the Board on a quarterly basis.

In particular, starting in late 2023 and throughout 2024, Mr. Tomczyk and management conducted a

comprehensive review of the Company's long-term strategy. The strategy review process involved, among other

items, a situation analysis, a review of the Company's existing business, a review of secular trends and the

competitive landscape, and meetings with key management leaders. Management presented to the Board and

the Finance and Strategy Committee the Company's sharpened long-term strategy, which included key strategic

themes and a greater focus on organic growth leveraging the Company's global securities platforms. For more

information on the Company's sharpened strategy, see "Executive Compensation—Compensation Discussion

and Analysis—Executive Summary—2024 Business Highlights".

Board Oversight of Human Capital and Succession Planning

The Board recognizes that our business depends on employee productivity, development, and engagement. In

particular, the Board and Compensation Committee each receive updates and reports on inclusion and

employee engagement from management, including from the Company's Chief Human Resources Officer. More

specifically, the Compensation Committee has been delegated the responsibility to oversee the policies and

strategies relating to talent, leadership, and culture, including inclusion. The Compensation Committee receives

presentations throughout the year on human resources matters, including succession planning, inclusion

initiatives, employee metrics, attrition and retention metrics, and employee engagement survey results. Further,

summaries of the proceedings from prior Compensation Committee meetings are provided to the Board on a

routine basis, including on a quarterly basis.

The Board further believes that providing for effective continuity of leadership is central to our long-term growth

strategy. The succession planning process includes consideration of ordinary course succession and planning

for situations where executives unexpectedly become unable to perform their duties. Executive succession

planning is an ongoing process, reviewed and discussed on at least an annual basis by the Compensation

Committee. The Compensation Committee reviews the Company's organizational chart for potential

successors. Summaries of these proceedings from prior Compensation Committee meetings are provided to the

Board on a routine basis. The Board also reviews reports about executive succession and undergoes other

relevant evaluations on an as needed basis.

In addition, Board succession planning is evaluated regularly within the Nominating and Governance

Committee, whose reports and other necessary action items are discussed and acted upon by the Board as a

whole. For more information see "Committees of the Board—Nominating and Governance Committee" below.

Further, as a result of recent executive transitions, in particular the appointment of Mr. Tomczyk as Chief

Executive Officer, Ms. Griebenow as Chief Financial Officer, Catherine R. Clay as Global Head of Derivatives,

and Adam Inzirillo as Global Head of Data Vantage (f/k/a Data and Access Solutions), effective succession

planning and the effective transfer of knowledge has been one of the Company's top priorities. In particular,

while the Board has devoted considerable time to leadership development and succession throughout 2024, in

the latter part of last year the Board engaged a search firm to more formally assist with the process of CEO

succession. The Board has reviewed internal candidates and is also considering external candidates with the

search firm's help.

Board Oversight of Governance, Social, and Environmental Matters

The Board stays apprised of particular governance, social, and environmental matters in accordance with its

general oversight responsibilities. The Board has delegated to the Committees oversight over specific areas

relevant to the Committees and all Committees report to the full Board on a routine basis, including on a

quarterly basis, and when a matter rises to a material or enterprise level. For more information about Committee

responsibilities, see also "Committees of the Board" below.

Board Oversight of Risk

The Board is responsible for overseeing our risk management processes. The Board is responsible for

overseeing our general risk management strategy, the risk mitigation strategies employed by management,

including adequacy of resources, and the significant risks facing us, including, for example, competition,

reputation, compliance, operational, and technology risks. The Board stays informed of particular risk

management matters in accordance with its general oversight responsibilities. The Board has delegated to the

Committees oversight over the following specific areas and all Committees report to the full Board on a routine

basis, including on a quarterly basis, and when a matter rises to a material or enterprise level risk. For more

information about Committee responsibilities, see "Committees of the Board" below.

In addition to our Board, our management is responsible for daily risk management. To help achieve this goal,

we have adopted an enterprise risk management framework that is supported by a three lines of defense

approach, which involve the Business, Risk Management and Information Security Department, Enterprise Risk

Management Committee, Compliance Department, Internal Audit Department, and the Board and Committees.

We believe the following division of risk management responsibilities is an effective approach for addressing the

enterprise risks that we face.

Board Oversight of Information Security

The Board recognizes that our business depends on the confidentiality, integrity, availability, performance,

security, and reliability of our data and technology systems and devotes time and attention to the oversight of

cybersecurity and information security risk. In particular, the Board and Risk Committee each, as applicable,

receives updates and reports on information security from senior management, including from the Company's

Chief Compliance Officer, Chief Risk Officer, and Chief Information Security Officer. More specifically, the Risk

Committee receives presentations from senior management throughout the year on cybersecurity, including

architecture and resiliency, incident management, business continuity and disaster recovery, significant

information technology changes, data privacy, insider threat, physical security, information related to third-party

assessments conducted by leading information security providers of the Company's information security

program, and risks associated with the use of third party service providers. The Risk Committee also receives

quarterly reports regarding the overall status of the Company's information security strategy and program,

including adequacy of staffing and resources, and reviews and approves any changes to the related information

security charter. Further, summaries of the proceedings from prior Risk Committee meetings are provided to the

Board on a routine basis, including on a quarterly basis.

In addition, our 2024 Annual Report to Stockholders included in this mailing, which includes a copy of our

Annual Report on Form 10-K for the year ended December 31, 2024, also contains relevant additional

information under "Part I–Item 1C. Cybersecurity".

Board and Committee Meeting Attendance

There were 9 meetings of the Board during 2024. Each director attended at least 75% of the aggregate number

of meetings of the Board and meetings of Committees of which the director was a member during 2024.

Independent Directors Meetings

Periodically, the independent directors meet separately without management. The Lead Director or Non-

Executive Chairman, as applicable, presides over these meetings. The independent directors met separately

without management 6 times during 2024.

Annual Meeting Attendance

We encourage members of the Board to attend our annual meeting of stockholders. All of our current directors,

who were then-serving on the Board, attended the 2024 Annual Meeting of Stockholders. Meetings of the Board

and its Committees are being held in conjunction with the Annual Meeting. We expect all director nominees will

attend the Annual Meeting.