Cboe Global Markets, Inc.
For the period ended May 14, 2026. Filed Apr 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2026 · Filed Apr 2, 2026
Contents
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".
| Value Of Initial Fixed $100Investment Based On: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable TotalFor PEO(Donohue) (1) | CompensationActuallyPaid To PEO(Donohue) (2) | SummaryCompensationTable TotalFor PEO(Tomczyk) (1) | CompensationActuallyPaid To PEO(Tomczyk) (2) | SummaryCompensationTable TotalFor PEO(Tilly) (1) | CompensationActuallyPaid To PEO(Tilly) (2) | AverageSummaryCompensationTable Total ForOther NEOs(3) | AverageCompensationActuallyPaid To Other NEOs (4) | TotalShareholderReturn (5) | PeerGroupTotalShareholderReturn (6) | Net Income(7)(in millions) | AdjustedEBITDA (8)(in millions) |
| 2025 | $18,347,037 | $22,673,566 | $11,666,184 | $12,303,611 | $— | $— | $3,985,670 | $3,909,530 | $289.12 | $175.55 | $1,095 | $1,646 |
| 2024 | $— | $— | $3,325,419 | $4,350,104 | $— | $— | $4,384,076 | $5,374,354 | $222.49 | $149.67 | $761 | $1,352 |
| 2023 | $— | $— | $8,366,510 | $9,420,432 | $9,403,311 | $6,889,839 | $3,255,931 | $5,156,162 | $200.90 | $125.49 | $758 | $1,245 |
| 2022 | $— | $— | $— | $— | $11,915,247 | $14,520,578 | $4,096,611 | $4,865,964 | $139.15 | $102.26 | $234 | $1,136 |
| 2021 | $— | $— | $— | $— | $10,646,558 | $16,085,506 | $3,188,615 | $4,608,036 | $142.23 | $129.80 | $527 | $987 |
(1)The dollar amounts reported in this column are the amounts of total compensation reported for Messrs.
Donohue, 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. Donohue, 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. Donohue's and Mr. Tomczyk's total
compensation as reported in the 2025 SCT to determine each of their 2025 compensation actually paid.
| Craig S. Donohue | |
|---|---|
| Amount Deducted or Added (1) | 2025 |
| Subtract stock and option awards reported in SCT | $-14,742,574 |
| 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 | $19,013,511 |
| Add/Subtract stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years | $— |
| Add stock and option awards that were granted and vested in the same year, the fair value as of the vesting date | $— |
| 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 | $— |
| Add dividends paid on unvested shares/units and stock options in the covered fiscal year | $55,592 |
| Cboe Global Markets 2026 Proxy Statement | 77 |
| Fredric J. Tomczyk | |
|---|---|
| Amount Deducted or Added (1) | 2025 |
| Subtract stock and option awards reported in SCT | $-9,350,028 |
| Add fair value of stock and option awards granted in covered fiscal years, valued at year-end, that are outstanding and unvested as of the end of the covered fiscal years | $8,256,896 |
| 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 | $823,881 |
| 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 | $730,626 |
| Add dividends paid on unvested shares/units and stock options in the covered fiscal year | $176,052 |
(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 2025, Messrs. Isaacson, Sexton, Lipscomb, and
Howson and Mses. Griebenow and Clay; (ii) for 2024, Messrs. Howson, Isaacson, and Sexton and Ms.
Griebenow; (iii) for 2023, Messrs. Schell, Howson, and Isaacson, Mses. Griebenow and Clay; (iv) for 2022,
Messrs. Schell, Howson, Isaacson, and Sexton; and (v) for 2021, Messrs. Schell, Howson, Isaacson, and
Sexton.
(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
average total compensation for the Other NEOs as a group for 2025 to determine the compensation
actually paid. Numbers may not foot due to rounding.
| Average Amount Deducted or Added (1) | 2025 |
|---|---|
| Subtract average stock and option awards reported in SCT | $-2,589,601 |
| 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 | $1,829,725 |
| Add/Subtract average stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years | $1,352,441 |
| 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) | $135,206 |
| 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 | $126,532 |
| 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 | $-953,176 |
| Add average dividends paid on unvested shares/units and stock options in the covered fiscal year | $22,733 |
(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
| 78 | Cboe Global Markets 2026 Proxy Statement |
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, 2020).
(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.
Financial Performance Measures
As described in greater detail in "Executive Compensation—Compensation Discussion and Analysis", the
Company's executive compensation program reflects a variable pay-for performance philosophy. The most
important financial performance measures used by the Company, listed in alphabetical order, to link
compensation actually paid to the Company's NEOs, for the most recently completed fiscal year, to the
Company's performance were as follows:
Financial Performance Measures
Adjusted EBITDA
Net Revenue
3-Year Cumulative Adjusted Diluted EPS
3-Year Relative TSR Compared to S&P 500
Analysis of the Information Presented in the Pay versus Performance Table
As described in more detail in "Executive Compensation—Compensation Discussion and Analysis", the
Company's executive compensation program reflects a variable pay-for-performance philosophy. Approximately
18% of the total target compensation mix for the NEOs consists of amounts determined under the Company's
short-term annual incentive compensation program and approximately 68% of the total target compensation mix
for the NEOs is long-term incentive compensation generally composed of equity awards, including RSUs and/or
PSUs. Mr. Donohue's compensation paid for 2025 includes his Sign-On Grant. 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 the 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.
| Cboe Global Markets 2026 Proxy Statement | 79 |
Description of Relationship between Compensation Actually Paid to our NEOs and Each Financial
Metric Presented in the Pay versus Performance Table
Compensation Actually Paid and Cumulative TSR
As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Donohue,
group is generally aligned with the Company's cumulative TSR over the period presented in the table.
Compensation Actually Paid and Net Income
As demonstrated by the following table, the amount of compensation actually paid to Messrs. Donohue,
group is generally aligned with the Company's net income over the period presented in the table.
| 80 | Cboe Global Markets 2026 Proxy Statement |
Compensation Actually Paid and Adjusted EBITDA
As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Donohue,
group is generally aligned with the Company's adjusted EBITDA over the period presented in the table.
Cumulative TSR of the Company and Cumulative TSR of the Peer Group
As demonstrated by the following graph, the Company's cumulative TSR over the period presented in the table
was 189%, while the cumulative TSR of the peer group presented for this purpose was 76% over the period
presented in the table. The Company's cumulative TSR generally matched the performance of the peer group in
2021, outperformed the peer group in 2022, outperformed the peer group in 2023, generally matched the
performance of the peer group in 2024, and outperformed the peer group in 2025. For more information
regarding the Company's performance and the companies that the Compensation and Human Capital
Committee considers when determining compensation, refer to "Executive Compensation—Compensation
Discussion and Analysis".
| Cboe Global Markets 2026 Proxy Statement | 81 |
POLICIES AND PRACTICES RELATED TO THE GRANT OF
CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE
OF MATERIAL NONPUBLIC INFORMATION
Under the Third Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive Plan, the Company
may grant equity or cash awards, including restricted stock, RSUs, and stock options. Stock options were not
featured in our long-term incentive program in 2025. However, the Company has apolicy that stock option
grants may not be made during a "blackout period", as defined in the Insider Trading Policy, unless the
Compensation and Human Capital Committee determines that special circumstances warrant an equity grant
during the blackout period. Blackout periods generally occur when there is a presumption of the possession of
material non-public information, which includes (i) quarterly and annual restrictions surrounding the
dissemination of financial results and (ii) other specific circumstances surrounding developments known to the
Company and not yet publicly disclosed. See "Corporate Governance—Insider Trading Policy" for additional
information.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.