| Cboe Global Markets, Inc. | (Name of Registrant as Specified In Its Charter) | | (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | Payment of Filing Fee (Check all boxes that apply): | ☒ | No fee required | ◻ | Fee paid previously with preliminary materials | ◻ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | | |
PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION - DATED MARCH 15, 2024
 
20222024
Notice of Annual Meeting of Stockholders and Proxy Statement
March 31, 2022April [_], 2024
Dear Cboe Stockholder: We cordially invite you to attend the 20222024 Annual Meeting of Stockholders (the “Annual Meeting”) of Cboe Global Markets, Inc. to be held on Thursday, May 12, 2022,16, 2024, at 9:8:00 a.m., Central time. The Annual Meeting will be a completely virtual meeting of stockholders and there will be no physical meeting location. You will be able to attend the Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CBOE2022CBOE2024 and entering the 16-digit control number included in your proxy materials or on your proxy card. The live audio webcast of the Annual Meeting will also be available for listening to the general public. At the Annual Meeting, you will be asked to do the following:  elect 14 Elect 12 directors to the Board of Directors to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected and qualified;
approve, Approve, in a non-binding resolution, the compensation paid to our executive officers;
ratify Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 20222024 fiscal year;
Advisory vote on a management proposal to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold; Advisory vote on a stockholder proposal to provide stockholders the right to call a special meeting of stockholders at a 10% ownership threshold; and transact Transact any other business that may properly come before the meeting and any adjournments and postponements of the meeting.
Enclosed with this letter are a formal notice of the Annual Meeting, a proxy statement, and a form of proxy. Please carefully review the form of proxy that you receive to confirm that it reflects all of your shares of our stock. If you hold stock in different accounts, you may need to complete multiple proxy cards to vote all of your shares. Whether or not you plan to attend the Annual Meeting via live audio webcast, it is important that your shares be represented and voted. Please submit your proxy by Internet or telephone, or complete, sign, date and return the enclosed proxy using the enclosed postage-paid envelope. The enclosed proxy, when returned properly executed, will be voted in the manner directed in the proxy. We hope that you will participate in the Annual Meeting, either via live audio webcast or by proxy. | Sincerely, | | 
| | Edward T. Tilly[__]
| | William M. Farrow, III | | Chairman President and Chief Executive Officer |
Cboe Global Markets, Inc. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 20222024 Annual Meeting of Stockholders (the “Annual Meeting”) of Cboe Global Markets, Inc. will be held on Thursday, May 12, 2022,16, 2024, at 9:8:00 a.m., Central time. The Annual Meeting will be a completely virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CBOE2022CBOE2024 and entering the 16-digit control number included in your proxy materials or on your proxy card. Online check-in to the Annual Meeting live audio webcast will begin at 8:7:45 a.m., Central time, and you are encouraged to allow ample time to log in to the meeting webcast and test your computer audio system. There will be no physical meeting location. The purpose of the Annual meeting is to: | 1. | Consider and act upon a proposal to elect 1412 directors named in the proxy statement to the Board of Directors to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected and qualified; |
| 2. | Consider and act upon a non-binding resolution to approve the compensation paid to our executive officers; |
| 3. | Consider and act upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 20222024 fiscal year; and |
| 4. | Advisory vote on a management proposal to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold; |
| 5. | Advisory vote on a stockholder proposal to provide stockholders the right to call a special meeting of stockholders at a 10% ownership threshold; and |
| 6. | Transact any other business that may properly come before the meeting and any adjournments or postponements of the meeting. |
You are entitled to vote online during the Annual Meeting and any adjournments or postponements of the meeting if you were a stockholder of record at the close of business on March 17, 2022.21, 2024. A list of stockholders of record will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 433 West Van Buren Street, Chicago, Illinois 60607, and online during the Annual Meeting live audio webcast.60607. Your vote is important. Whether or not you plan to attend, please vote as soon as possible. For additional details, please see the information under “How“How do I vote?” in the proxy statement. | | | | | | | | | | Internet | | | Internet | | | Telephone | | | Mail | Before the Meeting  
| | | During the Meeting
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| Go to www.proxyvote.com | | | Go to www.virtualshareholdermeeting.com/CBOE2022CBOE2024 | | | Call toll free 1-800-690-6903 | | | Complete, sign, date and return the enclosed proxy using the enclosed postage-paid envelope | | | | By Order of the Board of Directors, | | 
| | [__] | | Patrick Sexton | March 31, 2022April [__], 2024
| Corporate Secretary |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 12, 2022:May 16, 2024: The noticeNotice of the Annual Meeting and proxy statementProxy Statement are available on theour Investor Relations section of our website at http://ir.Cboe.com.
TABLE OF CONTENTS We are furnishing this Proxy Statement to you in connection with a solicitation of proxies by the Board of Directors of Cboe Global Markets, Inc., a Delaware corporation, for use at the Cboe Global Markets, Inc. 20222024 Annual Meeting of Stockholders on Thursday, May 12, 202216, 2024 at 9:8:00 a.m., Central time, and at any adjournments or postponements thereof. The approximate date on which this Proxy Statement and the accompanying form of proxy are first being sent to stockholders is March 31, 2022.April [_], 2024.
Except as otherwise indicated, the terms “the Company,” “Cboe Global Markets,” “we,” “us” and “our” refer to Cboe Global Markets, Inc. When we use the term “Cboe“Cboe Options” or “C1” we are referring to Cboe Exchange, Inc., a wholly owned subsidiary and predecessor entity of Cboe Global Markets. On February 28, 2017, we closed our acquisition Note About Forward-Looking Statements This Proxy Statement contains historical and forward-looking statements within the meaning of Bats Global Markets, Inc. (“Bats”). In 2020, we purchased Hanweck Associates, LLC (“Hanweck”)the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as ”may,”" “might,” ”should,” ”expect,” “plan,” “anticipate,” ”believe,” ”estimate,” ”predict,” ”potential” or ”continue,” and the assetsnegative of FT Providers, LLC (“FT Options”),these terms and other comparable terminology. All statements that reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements. These forward-looking statements, which are providerssubject to known and unknown risks, uncertainties and assumptions about us, may include projections of risk analytics market data,our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the assetsforward-looking statements. In particular, you should consider the risks and uncertainties described in Part 1 of Trade Alert, LLC (“Trade Alert”)our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under Item 1A., “Risk Factors,” and our other filings with the SEC. While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Moreover, we operate in a real-time alertsvery competitive and order flow analysis service provider, European Central Counterparty N.V. (“EuroCCP”), an operator of a European clearinghouse,rapidly changing environment. New risks and TriAct Canada Marketplace LP (“MATCHNow”), an operator of an equities alternative trading system (“ATS”) in Canada. At the end of 2020, we also purchased BIDS Trading, L.P. (“BIDS Trading”), a registered broker-dealeruncertainties emerge from time to time, and operator of the BIDS ATS in the U.S., whichit is not a registered national securities exchangepossible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or a facility thereof. In 2021, we acquired Chi-X Asia Holdings Limited (“Chi-X Asia Pacific”), a holding companythe extent to which any factor, or combination of alternative market operators and providers of innovative market solutions.factors, may cause actual results to differ materially from those contained in any forward-looking statements.
PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement for the Cboe Global Markets, Inc. 20222024 Annual Meeting of Stockholders (the “Annual Meeting”). It does not contain all of the information that you should consider in voting your shares of our common stock. Before voting, you should carefully read this entire Proxy Statement, as well as our 20212023 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, 2021.2023. Annual Meeting Information
| | | | | | Annual Meeting Date: | | May 12, 202216, 2024 | Annual Meeting Time: | | 9:8:00 a.m. (Central time)
| Virtual Meeting Website Address: | | www.virtualshareholdermeeting.com/CBOE2022CBOE2024 | Record Date: | | March 17, 202221, 2024 |
Stockholder Actions and Board of Directors Voting Recommendations | | | | | Proposal | | Board Voting
Recommendation | | Page
Reference | 1 - Elect 1412 directors to the Board of Directors | | FOR | | 56
| 2 - Approve, in a non-binding resolution, the compensation paid to our executive officers | | FOR | | 3334
| 3 - Ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the 20222024 fiscal year | | FOR | | 7597
| 4 - Advisory vote on a management proposal to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold | | FOR | | 99 | 5 - Advisory vote on a stockholder proposal to provide stockholders the right to call a special meeting of stockholders at a 10% ownership threshold | | AGAINST | | 102 |
Business Highlights | | | | Cboe Global Markets 20222024 Proxy Statement | 1 |
Returns to Stockholders Cboe Global Markets and its Board of Directors (“Board”) have demonstrated an ongoing commitment to creating long-term stockholder value and produced the following notable returns to stockholders in 2021.2023. 
| (1) | As of December 31, 2023. Includes reinvestment of all dividends. |
1As of December 31, 2021. Includes reinvestment of all dividends.
| | | 2 | Cboe Global Markets 20222024 Proxy Statement | |
Director Nominee Highlights1 The nominees for our Board exhibit an effective mix of qualifications, experiences and diversity. For additional information, see “Corporate Governance—Proposal 1- Election of Directors”. 
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1Certain highlights are based on self-identified characteristics.
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| | | | Cboe Global Markets 20222024 Proxy Statement | 3 |
Corporate Governance Highlights We are committed to good corporate governance, which promotes the long-term interests of stockholders by providing for effective oversight and management of the Company. The following are highlights of our corporate governance framework. For additional information, see “Corporate Governance”:.
Stockholder Engagement Highlights Cboe Global Markets and our BoardWe are also committed to fostering long-term and institution-wide relationships with stockholders and maintaining their trust and goodwill. Through a variety of engagement activities, and our 2021 Investor Day, our discussions with stockholders cover a variety of topics, including our performance, strategy, corporate governance,ESG, and executive compensation. For additional information, seeSee also “Corporate Governance—Stockholder Engagement”.
Executive Compensation Highlights The design of our executive compensation program, including compensation practices and independent oversight, is intended to align management’s interests with those of our stockholders. The following are highlights of our 20212023 executive compensation program, which is described in further detail in this Proxy Statement underprogram. See also “Executive Compensation”:. and, individual performance (weighted 30%20%), and DEI performance (weighted 10%);
incentive wasincentives in the form of equity awards, other than special one-time grants to Mr. Schell and Ms. Clay and a CEO appointment grant to Mr. Tomczyk, were comprised of 50% time-based restricted stock units (“RSUs”) and 50% performance-based restricted stock units;RSUs (“PSUs”);
| | | 4 | Cboe Global Markets 2024 Proxy Statement | |
Additional Information Please see the information under “Other Items” for important information about this Proxy Statement, voting, the Annual Meeting, Cboe Global Markets documents available to stockholders, communications, and the deadlines to submit stockholder proposals for the 20232025 Annual Meeting of Stockholders. Additional questions may be directed to Investor Relations at investorrelations@Cboe.com or (312) 786-7559. | | | | 4
Cboe Global Markets 20222024 Proxy Statement | 5 |
CORPORATE GOVERNANCE PROPOSAL 1 - ELECTION OF DIRECTORS Board Composition Our Third Amended and Restated Certificate of Incorporation provides that our Board will consist of not less than 11 and not more than 23 directors. Our Board currently has 1412 directors. Each director is elected annually to serve until the next Annual Meeting of Stockholders or until his or her successor is elected or appointed and qualified, except in the event of earlier death, resignation or removal. Subject to retirement, there is no limit on the number of terms a director may serve on our Board. General At the Annual Meeting, our stockholders will be asked to elect the 1412 director nominees set forth below, each to serve until the 20232025 Annual Meeting of Stockholders. All of the director nominees have been recommended for election by our Nominating and Governance Committee and approved and nominated for election by our Board. In addition, with respect to Mr. Tilly, his employment agreement provides that the Company will nominate him as a director for stockholder approval at each annual meeting during his employment with us. All of the director nominees, other than Mses. Mansfield and Mao who were appointed in February 2024 and who are new nominees, were elected as directors by stockholders at the 20212023 Annual Meeting of Stockholders. All of the nominees have indicated their willingness to serve if elected. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, then shares represented by properly executed proxies will be voted at the discretion of the persons named in those proxies for such other person as the Board may designate. We do not presently expect that any of the nominees will be unavailable. Your proxy for the Annual Meeting cannot be voted for more than 1412 nominees. Qualifications and Experience The Board believes that the skills, qualifications and experiences of the director nominees make them all highly qualified to serve on our Board, both individually and as providing complementary skills on our Board. Based on the self-identified characteristics of our directors, 7 ofas reported in their respective directors and officers questionnaires, our director nominees bring an effective mix of diverse perspectives: 4 5 nominees are women, Mses. Froetscher, Goodman, McPeek, and Sommers,
2 4 nominees are African-Americans, Messrs. Farrow and Palmore, andracially or ethnically diverse.
1 is Asian-American, Mr. Fong.
| | | | Cboe Global Markets 2022 Proxy Statement
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In addition, our Board’s composition represents a balanced approach to director tenure and age, 76 of the 1412 nominees have tenures equal to or less than 5 years and the ages range from 5272 to 72,49, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors. The following table shows the specific qualifications and experiences the Board and the Nominating and Governance Committee considered for each nominee. | | | 6 | Cboe Global Markets 2024 Proxy Statement | |
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| Director Qualifications and Experiences | | | | | | | | | | | | | | |
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| Experience developing and executing strategyupon long-term strategic plans, growth strategies, and capital allocation plans | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ●
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| Experience managing large and complex organizations at a senior level | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ●
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| Financial Markets, Clearing, and our Products | | | | | | | | | | | | |
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| Experience with the trading or clearing of derivatives, equities, FX, or digital assets and/or with our markets and the trading of derivatives and equitiesproducts | ● | ●
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| Knowledge of corporate governance matters, includingprimarily through service on other public company boards, to help support our goals of strong Board and management accountability, transparency, effective oversight, and good governance | ● | ● | ●
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| ● | ● | ● | International | | | | | | | | ��� | | | | | Experience in a senior leadership role in an organization with significant international operations or expansion into new international markets | ● | ● | ● | ● | ● | | ● | ● | ● | | ● | | Risk Management | | | | | | | | | | | | |
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| Experience overseeing riskSkills and experience in assessment, oversight, and/or management of risks
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Nominees Set forth below is biographical information, as of March 17, 2022,15, 2024, for each of the directors nominated to serve on our Board for a one-year term until the 20232025 Annual Meeting of Stockholders, as well as the reasons why the Board believes each candidate is well suited to serve as a director. The terms indicated for service include the service on the board of Cboe Options prior to our demutualization and our initial public offering in 2010. | | | | Cboe Global Markets 2024 Proxy Statement | 7 |
In addition, as indicated below, certain director nominees also servehave 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
| Cboe Global Markets 2022 Proxy Statement
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| | Edward T. Tilly
Chairman, President and CEO
Age: 58
Committees:
Executive (Chair)
| Background
Mr. Tilly is our Chairman, President and Chief Executive Officer (“CEO”). Mr. Tilly has served as Cboe Global Markets’ President since January 2019, Chairman since February 2017 and as CEO and a director since May 2013. Prior to that, he served as our President and Chief Operating Officer from November 2011 to May 2013 and as Executive Vice Chairman from August 2006 until November 2011. He was a member of Cboe Options from 1989 until 2006, and served on its Board from 1998 through 2000, from 2003 through July 2006, and from 2013 to the present, including as Member Vice Chairman from 2004 through July 2006 and as Chairman from February 2017 to the present. Mr. Tilly currently serves on the boards of directors of our securities exchanges, Northwestern Memorial HealthCare, Working in the Schools and as Chairman of the World Federation of Exchanges. He is also a member of the Commercial Club of Chicago and the Economic Club of Chicago and a former member of the board of directors and Chairman of CFE and SEF. He holds a B.A. degree in Economics from Northwestern University.
Qualifications
Mr. Tilly has a deep understanding of the Company and the operations of our exchanges from trading on Cboe Options, representing the interests of market participants and serving in our management. He also brings significant knowledge of the global securities, futures and foreign currency exchange industries. We believe that Mr. Tilly’s experience overseeing our risk management, working with the government and regulators, successfully developing and executing our strategic initiatives, as well as being Chairman, President and CEO of Cboe Global Markets, makes him well suited to serve on our Board.
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| | | | Cboe Global Markets 2022 Proxy Statement
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Eugene S. Sunshine
Lead Director
Independent
Age: 72
Committees:
Executive
| Background
Mr. Sunshine currently serves as our independent Lead Director and has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2003 to 2017. Mr. Sunshine retired from his position as Senior Vice President for Business and Finance at Northwestern University in August 2014, a position he had held since 1997. Prior to joining Northwestern, he was Senior Vice President for administration at The John Hopkins University. At both The John Hopkins University and Northwestern University, Mr. Sunshine was CFO. Prior to joining The John Hopkins University, Mr. Sunshine held numerous positions in New York State government, including state treasurer. He is currently a member of the board of directors of Arch Capital Group Ltd., a publicly traded company. He is a former member of the board of directors of Bloomberg L.P., Kaufman Hall and Associates, KeyPath Education, and National Mentor Holdings. He holds a B.A. degree from Northwestern University and a Masters of Public Administration degree from the Maxwell School of Citizenship and Public Affairs at Syracuse University.
Qualifications
Mr. Sunshine has extensive financial skills from his education and professional experiences. He also has knowledge of the corporate governance issues facing boards from his experience serving on them. He has extensive connections in the Chicago area business community. We believe that these skills make him well suited to serve on our Board and as our Lead Director.
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| Cboe Global Markets 2022 Proxy Statement
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William M. Farrow, III Chairman Independent Age: 6769 Committees: Audit Executive (Chair)
Executive Finance and Strategy
Risk (Chair)
| Background Mr. Farrow has served onas 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 the NorthShore University Health Systems. He is alsoEndeavor Health. Mr. Farrow previously was the owner of Winston and Wolfe LLC, a privately held technology development and advisory company. Mr. Farrow previouslycompany, 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.Board and as our Chairman. |
| | | 8 | Cboe Global Markets 2024 Proxy Statement | |
Fredric J. Tomczyk CEO Age: 68 Committees:  Executive
| Background Mr. Tomczyk is our Chief Executive Officer (“CEO”) and director. He has served as our CEO since September 2023. Mr. Tomczyk served on our Board as an independent director from July 2019 to September 2023. Previously, he was President and Chief Executive Officer of TD Ameritrade Holding Corporation, a position he held from October 2008 to October 2016. Prior to this position, he held positions of increasing responsibility and leadership with the TD organization from 1999. Mr. Tomczyk was also a member of the TD Ameritrade board of directors from 2006 to 2007 and 2008 to 2016. Prior to joining the TD organization in 1999, Mr. Tomczyk was President and Chief Executive Officer of London Life. He currently serves on the board of Willis Towers Watson PLC, a publicly traded company, and is a member of the Cornell University Athletic Alumni Advisory Council. Mr. Tomczyk also previously served as the lead independent director of Sagen MI Canada Inc., a publicly traded company, and of its operating subsidiary Sagen Mortgage Insurance Company Canada, as a director of Knight Capital Group, Inc. and as a trustee of Liberty Property Trust, both formerly publicly traded companies, and as a director of the Securities Industry and Financial Markets Association. Mr. Tomczyk holds a B.S. degree in Applied Economics & Business Management from Cornell University and is a Fellow of the Institute of Chartered Accountants of Ontario. Qualifications Mr. Tomczyk’s extensive knowledge of the financial markets, technology and the financial services and banking industries gives him unique insights into our business. His prior service as TD Ameritrade’s President and Chief Executive Officer also gives Mr. Tomczyk experience with corporate governance and leadership skills, working with the government and regulators, successfully developing and executing corporate strategic initiatives and overseeing risk management programs. We believe that these experiences, as well as being our CEO, make him well suited to serve on our Board. |
| | | | Cboe Global Markets 2024 Proxy Statement | 9 |
Edward J. Fitzpatrick Independent Age: 5557 Committees:
| 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. |
| | | | Cboe Global Markets 2022 Proxy Statement
| 9
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Ivan K. Fong Independent Age: 6062 Committees:
| 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. |
| | | 10 | Cboe Global Markets 2024 Proxy Statement | |
Janet P. Froetscher Independent Age: 6264 Committees:
Nominating and Governance Executive
| Background Ms. Froetscher is Presidentcurrently the Chair and a Senior Advisor, since September 2023, of The J.B. and M.K. Pritzker Family Foundation, a position she has held sinceand was its President from April 2016 anduntil 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. She alsoMs. Froetscher currently serves on the board of directors of the Independent Bank Group, a publicly traded company. She has also previously served on the board of trustees of National Louis University. Ms. Froetscher holds a B.A. degree from the University of Virginia and a Masters of Management from Northwestern University’sUniversity’s Kellogg School of Management. Ms. Froetscher is also a Henry Crown Fellow of the Aspen Institute. Qualifications Ms. Froetscher brings her experiences as the President of a family foundation and former CEO of public service entities to our Board. We believe that these experiences give her leadership, operational and community engagement skills that make her well suited to serve on our Board. |
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| Cboe Global Markets 2022 Proxy Statement
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Jill R. Goodman Independent Age: 5557 Committees:
| Background Ms. Goodman has served on our Board since 2012. Ms. Goodman is currently Managing Director of Foros, a strategic financial and mergers and acquisitions advisory firm, a position she has held since November 2013. Previously, she served as a Managing Director and Head, Special Committee and Fiduciary Practice—U.S. at Rothschild from 2010 to October 2013. From 1998 to 2010, Ms. Goodman was with Lazard in the Mergers & Acquisitions and Strategic Advisory Group, most recently as Managing Director. Ms. Goodman advises companies and special committees with regard to mergers and acquisitions. Ms. Goodman currently serves on the boards of directors of Cover Genius, a global insurance technology company, and publicly traded company Genworth Financial, Inc. Ms. Goodman graduated magna cum laude from Rice University with a B.A. degree. She received her J.D. degree, with honors, from the University of Chicago Law School. Qualifications Ms. Goodman brings extensive experience in the boardroom to the Company. Her experiences, both as an investment banker and her corporate and securities legal background, bring a unique insight with which to consider our opportunities. We believe that these experiences give her knowledge and skills that make her well suited to serve on our Board. |
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Erin A. Mansfield Independent Age: 64 Committees: ATS Oversight Risk | Background Ms. Mansfield has served on our Board since 2024. Ms. Mansfield is a retired Managing Director from Barclays PLC, a position she held from 2003 to 2023, where she served in multiple roles, including Global Head of Regulatory Relations & Policy, Global Head of Investment Banking Compliance and Chief Compliance Officer Americas. Prior to her time with Barclays, Ms. Mansfield was a Vice President at Goldman Sachs & Co. LLC in their Fixed Income, Currencies & Commodities group. Ms. Mansfield holds a B.A. degree from Vassar College. Qualifications Ms. Mansfield has a strong understanding of our business, financial markets, products, compliance and the regulation of the financial and derivatives industries from her leadership positions at key financial institutions. We believe that her experience makes her well suited to serve on our Board. | Cecilia H. Mao Independent Age: 49 Committees: Finance and Strategy | Background Ms. Mao has served on our Board since 2024. Ms. Mao is currently Global Chief Product Officer at Equifax, having served in this position since 2020. Previously, Ms. Mao was with Oracle Corp. from 2014 to 2020, holding multiple positions including Director, Senior Director, and Vice President of Oracle Data Cloud. Prior to her time at Oracle Corp., Ms. Mao held management positions at Verisk Analytics, FICO, and other technology companies. Ms. Mao graduated from the University of California, Berkeley with a B.A. degree. Qualifications As an experienced leader, Ms. Mao’s positions at Equifax and Oracle give her unique insights into all aspects of corporate growth, enterprise management, and technology. Ms. Mao has a deep understanding of revenue acceleration and adapting to new strategic opportunities. We believe that her experience makes her well suited to serve on our Board. |
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Alexander J. Matturri, Jr. Independent Age: 6365 Committees:
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 is currentlyalso 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. |
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Jennifer J. McPeek Independent Age: 5254 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 board of directors of First American Funds, Inc., overseeing six money market funds. 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. |
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Cboe Global Markets 20222024 Proxy Statement | 13 |
Roderick A. Palmore
Independent
Age: 70
72
Committees:
Executive
Finance and Strategy
Nominating and
Governance (Chair)
| Background Mr. Palmore is Senior Counsel at Dentons where he advises public and private corporations and their leadership suites on risk management and governance issues across practices and industry sectors. Mr. Palmore retired from his position as Executive Vice President, General Counsel and Chief Compliance and Risk Management Officer of General Mills, Inc. in February 2015 and has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2000 to 2017. Prior to joining General Mills in February 2008, he served as Executive Vice President and General Counsel of Sara Lee Corporation. Before joining Sara Lee, Mr. Palmore served in the U.S. Attorney’s Office in Chicago and in private practice. Mr. Palmore is currently a member of the board of directors of publicly traded company The Goodyear Tire & Rubber Company and has previously served as a member of the boards of directors of Express Scripts Holding Company, formerly a publicly traded company, Nuveen Investments, Inc. and the United Way of Metropolitan Chicago. Mr. Palmore holds a B.A. degree in Economics from Yale University and a J.D. degree from the University of Chicago Law School. Qualifications Through his experience as general counsel of public companies, in private practice and as an Assistant U.S. Attorney, Mr. Palmore has extensive experience in corporate governance and the legal issues facing the Company. In addition, his experience provides him with strong risk management skills. We believe that his experience makes him well suited to serve on our Board. |
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James E. Parisi
Independent
Age: 57
59
Committees: ATS Oversight
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, andcompany. He has also previously served as the Chairman of the Illinois Special Olympics Foundation Board. He has also previously servedBoard 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. | Joseph P. Ratterman
Independent
Age: 55
Committees:
ATS Oversight (Chair)
Finance and Strategy
| Background
Mr. Ratterman has served on our Board since 2017 in connection with the closing of the acquisition of Bats. Mr. Ratterman was one of Bats’ founders in 2005, and served as Chairman of Bats from 2015 until our acquisition of Bats. Mr. Ratterman also served as its Chairman from June 2007 until July 2012, as President from June 2007 until November 2014 and as CEO from June 2007 until March 2015. Mr. Ratterman is a member of the SEC’s Equity Market Structure Advisory Committee and a member of the board of directors of Axoni. Mr. Ratterman holds a B.S. degree in Mathematics and Computer Science from Central Missouri State University.
Qualifications
Mr. Ratterman, as the former Chairman and CEO of Bats, brings significant knowledge of Bats, a large component of the Company, and the securities and futures industry. In addition to serving at Bats, he has extensive experience in a similar capacity with another industry participant. We believe that his experience in our industry makes him well suited to serve on our Board. His experience allows him to provide our Board a unique perspective on our business, competition and regulatory concerns.
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| Cboe Global Markets 2022 Proxy Statement
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Jill E. Sommers
Independent
Age: 53
Committees:
 Nominating and Governance
Risk
| Background
Ms. Sommers has served on our Board since 2018. Ms. Sommers is currently a senior advisor to Patomak Global Partners, a financial services consultancy group, a position she has held since 2014. Previously, Ms. Sommers served as a commissioner of the Commodities Futures Trading Commission (“CFTC”) from 2007 to 2013 and as a member of the boards of directors of the securities exchanges of Bats from 2013 through the time of our acquisition of Bats in 2017. Ms. Sommers is currently a member of the boards of directors of CFE, SEF, and the Ethics and Compliance Initiative and a member of the advisory board of directors of Green Key Technologies. She has also previously served as a member of the boards of directors of our securities exchanges. Ms. Sommers holds a B.A. degree in Political Science from the University of Kansas.
Qualifications
Ms. Sommers has a strong understanding of our business and the regulation of the financial and derivatives industries from her experience with the CFTC, as a member of the boards of directors of CFE and SEF and a former member of the boards of directors of our securities exchanges. These skills, as well as her experience on other boards, make her well suited to serve on our Board.
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Fredric J. Tomczyk
Independent
Age: 66
Committees:
Compensation
Finance and Strategy
| Background
Mr. Tomczyk has served on our Board since July 2019. He is the retired 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 as the lead independent director of Sagan MI Canada Inc., a publicly traded company, and of its operating subsidiary Sagan Mortgage Insurance Company Canada and is a member of the Cornell University Athletic Alumni Advisory Council. Mr. Tomczyk also served 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
As the retired President and CEO of a public financial services industry company, Mr. Tomczyk has extensive knowledge of the financial markets, technology and the financial services and banking industry. His service on TD Ameritrade’s and other company boards also gives Mr. Tomczyk experience with corporate governance and leadership skills. We believe that these experiences make him well suited to serve on our Board.
|
Each director nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election in order to be elected. Each nominee has tendered his or her resignation, contingent on failing to receive a majority of the votes cast in this election and acceptance by the Board. In the event any director fails to receive a majority of votes cast, the Nominating and Governance Committee will consider and make a recommendation to the Board as to whether to accept the resignation. Abstentions and broker non-votes will not be counted as votes cast and therefore will not affect the vote.
The Board recommends that the stockholders vote FOR each of the director nominees.
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Board Structure 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 current directors serving in 2023, except for Mr. Tomczyk since his appointment as CEO in September 18, 2023 and Edward T. Tilly, who resigned as a Chairman and CEO effective September 18, 2023, are independent under BZX listing standards for independence. In addition, Michael L. Richter,Joseph P. Ratterman who did not stand for reelectionresigned as a director in 2021,effective February 5, 2024, was determined to be independent through May 13, 2021. In determining the independence of Mr. Ratterman, the Nominating and Governance Committee considered that Mr. Ratterman recently sold farmland to Mr. Isaacson, one of our executive officers, and that a family member of Mr. Isaacson has previously been under a contract to farm the same land. Mr. Isaacson is not a party to such farming contract and is not aware of its terms. The purchase of the farmland and the farming contract were each found to be consistent with ordinary market terms and did not involve businesses that compete with Cboe.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. Lead DirectorNon-Executive Chairman
The Board has an independent Lead Director,Non-Executive Chairman, Mr. Sunshine.Farrow. Our Corporate Governance Guidelines require that an independent director serve as our Lead Director.Director or Non-Executive Chairman, as applicable. The Lead Directorposition is annually elected by the Board, upon the recommendation of the Nominating and Governance Committee. TheCommittee, 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,Director/Non-Executive Chairman, Appendix A to our Corporate Governance Guidelines, provides thatfor the Lead Director’sfollowing responsibilities, include, among other items:
ChairmanCEO on other matters pertinent to us and the Board;
ChairmanCEO and the independent Directors;
Chairman and CEO on the general scope and type of information to be provided in advance of Board meetings;
Chairman and 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
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Chairman and CEO Roles Since 2017, in connection with the closing of the acquisition of Bats, we combined the roles of Chairman and CEO, with Mr. Tilly serving as the Chairman and CEO. Mr. Tilly was also appointed President effective January 14, 2019 and is expected to step down as President effective May 12, 2022 in connection with the appointment of David Howson to the role of President to be effective on the same day. The Board carefully considers its Board leadership structure and the benefits of continuity in leadership roles and continuesbelieves having Mr. Farrow serve in the role of Non-Executive Chairman at this time, as opposed to believe thatcontinuing the combined roles of Chairman and CEO at this timeMr. Tilly held prior to his resignation, 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 in order to help ensure independent oversight for us and for our Board: requiring 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,directors;
establishing Establishing independent Audit, Compensation, and Nominating and Governance Committees,Committees; and
appointing Appointing an independent Lead Director.Director or Non-Executive Chairman, as applicable.
Board Oversight of Human Capital and Succession Planning The Board recognizes that our business depends on associateemployee productivity, development, and engagement. In particular, the Board and Compensation Committee each receives updates and reports on diversity and inclusion and associateemployee engagement from management, including from the Company’sCompany’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 diversity and inclusion. The Compensation Committee receives presentations throughout the year on human resources matters, including succession planning, diversity and inclusion initiatives, diversity metrics, attrition and associateretention metrics, and employee engagement surveys.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, including on a quarterly basis. The Board also reviews reports about executive succession and undergoes other relevant evaluations on an as needed basis. | | | 1816
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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. Board Oversight of Environmental, Social, and Governance Matters The Board recognizes that operating in a socially responsible manner helps promote the long-term interests of our stockholders, organization, associates,employees, industry, and community. As such, the Board stays apprised of particular environmental, social, and governance (“ESG”)ESG 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 the level of a material or enterprise level. For more information about Committee responsibilities, see also “Committees of the Board” below. For additional information regarding ESG, see “Corporate Governance—Corporate Social Responsibility”. | | Committee | Primary Areas of ESG Oversight | Audit |
| Compensation |
| Finance and Strategy |
| Nominating and Governance |
| Risk |
|
In 2023, as set forth in further detail below in “Corporate Governance—Corporate Social Responsibility”, the Board and Committees, as applicable, were informed, among other items, of the annual ESG Report and Cboe’s ESG program. 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 apprisedinformed 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 the level of a material or | | | | Cboe Global Markets 20222024 Proxy Statement | 1917
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matter rises to a material or enterprise level risk. For more information about Committee responsibilities, see “Committees of the Board” below. | |
|---|
Committee | Primary Areas of Risk Oversight |
|---|
ATS Oversight | Trading’sTrading, L.P.’s (“BIDS Trading’s”) U.S. equities businesses
| Audit |
| Compensation |
| Finance and Strategy |
| Nominating and Governance |
| Risk |
|
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 | | | 2018
| Cboe Global Markets 20222024 Proxy Statement | |
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.
| | Line of Defense | Description | First | associates,employees, which are responsible for the performance, supervision and/or monitoring of our policies and control procedures
| Second |
| Third |
|
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 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, including on a quarterly basis, on cybersecurity, including architecture and resiliency, incident management, business continuity and disaster recovery, significant information technology changes, data privacy, insider threat, physical security, and information related to third-party assessments conducted by leading information security providers of the Company’s information security program.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. Board Oversight of COVID-19 Global Pandemic
In 2021, the Board continued to oversee risks in the wake of the COVID-19 global pandemic. The Board monitored developments around COVID-19 and facilitated frequent communications with management. These Board meetings focused on updates regarding impacts to business continuity, associates, customers, regulators, trading behaviors and volumes, open outcry trading, market disruptions, demand for our products, market data, critical vendors, technology equipment suppliers, and data and disaster recovery centers. In addition, our 2023 Annual Report to Stockholders included in this mailing, which includes a copy of our Annual Report on Form 10-K for the Committeesyear ended December 31, 2023, also monitored developments around COVID-19, in particular, the Audit Committee focused on adequacy and effectiveness of internal controls and procedures, the Compensation Committee focused on compensation matterscontains relevant additional information under “Part I–Item 1C. Cybersecurity”.
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and associate well-being and engagement, the Finance and Strategy Committee focused on liquidity and capital structure, and the Risk Committee focused on potential information security risks.
Board and Committee Meeting Attendance There were 1417 meetings of the Board during 2021.2023. 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 2021.2023. Independent Directors Meetings Periodically, the independent directors meet separately in executive session without management. The Lead Director or Non-Executive Chairman, as applicable, presides over these meetings. The independent directors met in executive session 9separately without management 12 times during 2021.2023. 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 20212023 Annual Meeting of Stockholders.Stockholders, except for Mr. Parisi due to health reasons. 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. Committees of the Board Overview Our Board has the following standing committees (each, a “Committee” and collectively, the “Committees”): the The ATS Oversight Committee,
the The Audit Committee,
the The Compensation Committee,
the The Executive Committee,
the The Finance and Strategy Committee,
the The Nominating and Governance Committee, and
the The Risk Committee.
Other than the members of the Executive Committee required to be on such Committee pursuant to our Bylaws, each of the members of the Committees was recommended by the Nominating and Governance Committee for approval by the Board for service on that Committee. Each of the Committees has a charter and the Audit Committee, Compensation Committee, and Nominating and Governance Committee charters are available on the Corporate Governance page of our Investor Relations section of our website at: http://ir.Cboe.com. | | | 2220
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The following table is a listing of the composition of our standing Committees during 20212023 and as of March 17, 2022,15, 2024, including the number of meetings of each Committee during 2021.2023. | | | | | | | | Director | ATS Oversight | Audit | Compensation | Executive | Finance and Strategy | Nominating and Governance | Risk | Number of meetings | 6 | 10 | 11 | — | 9 | 7 | 7 | William M. Farrow, III | |  (1)
| |  (1)
| (2) | | (1) | Fredric J. Tomczyk (3) | | |  (3)
| (3) | (3) | | | Edward J. Fitzpatrick | | | 
| 
| | |
| Ivan K. Fong | | | | | | 
| 
| Janet P. Froetscher | | | 
|  (4)
| | (5) |  (6)
| Jill R. Goodman | | | |
| 
| 
| | Erin A. Mansfield | (2) | | | | | | (2) | Cecilia H. Mao | | | | | (2) | | | Alexander J. Matturri, Jr. |  (7)
|
| | | | | | Jennifer J. McPeek |
|
| | | | | | Roderick A. Palmore | | | |
| 
|
| | James E. Parisi | (5) |
|
|
| | | | Joseph P. Ratterman (8) |  (8)
| | | | (8) | | | Edward T. Tilly (9) | | | |  (9)
| | | | Eugene S. Sunshine (10) | | | | (10) | | | |
Director | ATS Oversight | Audit | Compensation | Executive | Finance and Strategy | Nominating and Governance | Risk | Number of meetings | 11 | 11 | 7 | — | 11 | 7 | 6 | Edward T. Tilly (1) | | | | 
| | | | Eugene S. Sunshine (1) | | | | 
| | (2) | | William M. Farrow, III | | 
| |
| | |
| Edward J. Fitzpatrick | | | 
|
| | |
| Ivan K. Fong | | | | | | (3) |
| Janet P. Froetscher | | |
| | |
|
| Jill R. Goodman | | | |
|
|
| | Alexander J. Matturri, Jr. | |
| | | | | | Jennifer J. McPeek |
|
| | | | | | Roderick A. Palmore | | | |
|
|
| | James E. Parisi |
|
|
|
| | | | Joseph P. Ratterman |
| | | |
| | | Michael L. Richter (4) | | (2) | | | | | (2) | Jill E. Sommers | | | | | |
| (3) | Fredric J. Tomczyk | | |
| |
| | |
 = Chair  = Member
| (1) | The Chairman,Effective May 11, 2023, Mr. Tilly,Farrow resigned from the Audit Committee and the Risk Committee. He also began to serve as independent Lead Director until his election to Chairman of the Board and Chairman of the Executive Committee, effective September 18, 2023. Mr. Sunshine, are both membersFarrow is an invited guest to the meetings of each of the other standing Committees. |
| (2) | Joined as a member of the Committee on February 8, 2024. |
| (3) | Effective September 18, 2023, Mr. Tomczyk resigned from the Compensation Committee and the Finance and Strategy Committee and became a member of the Executive Committee. Mr. TillyTomczyk is an invited guest to the meetings of each of the other standing Committees, other than the ATS Oversight Committee. Mr. Sunshine is an invited guest to the meetings of each of the other standing Committees. |
(2)(4) | Joined as a member of the Committee on May 11, 2023. |
| (5) | Stepped down as a member of the Committee on May 13, 2021.11, 2023. |
(3)(6) | JoinedEffective May 11, 2023, became Chair of the Committee on May 13, 2021.Risk Committee. |
(4)(7) | Effective February 8, 2024, became Chair of the ATS Oversight Committee. |
| (8) | Effective February 5, 2024, Mr. RichterRatterman resigned from the Board and Committees of which he was a member. |
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| (9) | Effective September 18, 2023, Mr. Tilly resigned from the Board and Committees of which he was a member. Prior to his resignation, in his capacity as Chairman of the Board, Mr. Tilly served as Chair of the Executive Committee. |
| (10) | Mr. Sunshine stepped down as a member of the Board and Committees in connection with the 20212023 Annual Meeting of Stockholders on May 13, 2021.11, 2023. |
AuditIn addition, in August 2023 an ad hoc Special Committee
of the Board (the "Special Committee") was formed in connection with an investigation into personal relationships between Mr. Tilly and colleagues. The AuditSpecial Committee consistsmet 8 times during 2023 and consisted of 4 directors,7 directors: Mr. Farrow (Chair), Messrs. Fitzpatrick, Palmore, Parisi, and Ratterman and Mses. Froetscher and Goodman, all of whom are independent under BZX listing rules, as well as under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"). Audit Committee The Audit Committee consists of 3 directors, all of whom are independent under BZX listing rules, as well as under Rule 10A-3 of the Exchange Act. The Audit Committee consists exclusively of directors who are financially literate. In addition, Mr. Parisi has been designated as our audit committee financial expert and meets the SEC definition of that position.
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The Audit Committee’s responsibilities include: engaging Engaging our independent auditor and overseeing its compensation, work, and performance,
reviewing Reviewing and discussing the annual and quarterly financial statements and related press releases with management and the independent auditor,
Overseeing the internal audit function and reviewing the adequacy of internal controls and procedures, and reviewingReviewing transactions with related persons for potential conflict of interest situations.
The Audit Committee also meets with our independent auditor and Chief Audit Executive in executive session without management present and our independent auditor and Chief Audit Executive may communicate directly, as needed, with members of the Audit Committee and the Board at large. Compensation Committee The Compensation Committee consists of 43 directors, all of whom are independent under BZX listing rules. The Compensation Committee has primary responsibility to approve or make recommendations to the Board for: all All elements and amounts of compensation for the executive officers, including any performance goals,
reviewing Reviewing succession plans relating to the CEO and our other executive officers,
adopting, Adopting, amending, and terminating cash and equity-based incentive compensation plans,
approving Approving any employment agreements, severance agreements, or change in control agreements with executive officers,
 Adopting, periodically reviewing, and overseeing any clawback policy governing the recoupment of incentive-based compensation,
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Overseeing the policies and strategies relating to talent, leadership, and culture, including diversity and inclusion, and the The level and form of non-employee director compensation and benefits.
For additional information, see “Corporate Governance—Board Structure—Board Oversight of Human Capital and Succession Planning”. Nominating and Governance Committee Overview The Nominating and Governance Committee consists of 53 directors, all of whom are independent under BZX listing rules. The Nominating and Governance Committee’s responsibilities include making recommendations to the Board on: persons Persons for election as director,
Director,Director),
any Any stockholder proposals and nominations for director,
the The appropriate structure, operations, and composition of the Board and its Committees,
the The Board and Committee annual self-evaluation process, and
the The contents of the Corporate Governance Guidelines, Code of Business Conduct and Ethics, and other corporate governance policies and programs.
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| Cboe Global Markets 2022 Proxy Statement
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The Nominating and Governance Committee is also responsible for general oversight of the ESG program. For additional information, see “Corporate“Corporate Governance—Corporate Social Responsibility” and “Corporate Governance—Board Structure—Board Oversight of Environmental, Social, and Governance Matters”. | | | | Cboe Global Markets 2024 Proxy Statement | 23 |
Criteria for Directors We believe that each of the individuals serving on our Board has the necessary skills, qualifications and experiences to address the challenges and opportunities we face. The Nominating and Governance Committee is responsible for considering and recommending to the Board nominees for election as director, including considering each incumbent director’s continued service on the Board. The Committee annually reviews the skills and characteristics required of all directors in the context of the current composition of the Board, our operating requirements, targeted skills and experiences, and the long-term interests of our stockholders. In evaluating incumbent and new potential director candidates, the Committee takes into consideration many factors, including the individual’s educational and professional background, potential retirement plans, whether the individual has any special experience in a relevant area, personal accomplishments, and cultural experiences. In addition, the Committee may consider such other factors it deems appropriate when conducting its assessment of director candidates. Diversity While we do not currently have a formal diversity policy, our Corporate Governance Guidelines provide that the Nominating and Governance Committee will seek to recommend to the Board candidates for director with a diverse range of experiences, qualifications, and skills in order to provide varied insights and competent guidance regarding our operations, with a goal of having a Board that reflects diverse backgrounds, gender, race, experience, and viewpoints. We believe that we benefit from having directors with a diversity of skills, characteristics, backgrounds, and cultural experiences. In the last 10 years, approximately 21% to 42% of our director nominees in each election were women. More specifically, in 5 of the last 10 years, including 42% for this year, approximately 31% or more of our director nominees were women. The Nominating and Governance Committee remains committed to identifying candidates with a diverse range of experiences, qualifications, and skills to help provide varied insights and competent guidance regarding our operations. While we note that the pool of eligible candidates has historically been less diverse in our industry, the Nominating and Governance Committee will continue with a goal of having a Board that reflects diverse backgrounds, gender, race, experience, and viewpoints in its search to fill any Board vacancies. | | | 24 | Cboe Global Markets 2024 Proxy Statement | |
Identifying and Evaluating New Directors The Nominating and Governance Committee utilizes a variety of methods to identify, recruit, and evaluate potential new director candidates. The Committee considers various potential candidates for director, considering the criteria discussed above and qualifications of the individual candidate. Board nominees can be identified by current directors, management, third-party professional search firms, stockholders, or other persons. Prior to a potential new director’s nomination, the director candidate is plannedasked to meet separately with the Chairman of the Board, the Chair of the Nominating and Governance Committee, and the independent Lead Director or Non-Executive Chairman, as applicable, who will each consider the potential director’s candidacy. New director candidates may also meet separately with other members of the Board. In addition, a background check is completed before a final recommendation is made to the Board. After a review and evaluation of a potential new director based on the criteria discussed above, the Nominating and Governance Committee will decide whether to recommend to the Board the candidate’s appointment as a director or nominee for election as a director, and the Board will decide whether to approve the candidate’s appointment as a director or a nominee. Onboarding New Directors New directors participate in a robust all-daymulti-session orientation program to familiarize themselves with the company and management. Our orientation program for new directors includes a discussion of a broad range of topics, including the background of the company, the Board and its governance model, subsidiary governance, regulatory oversight, strategy and business operations, financial statements and capital structure, the management team, key industry and competitive factors, the legal and ethical responsibilities of the Board, and other matters crucial to the ability of a new director to fulfill his or her responsibilities. Continuing Education for Directors
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Retirement Our Corporate Governance Guidelines provide that once an individual serving on our Board reaches age 71, the Board shall begin to discuss the retirement plan with respect to such director. The Board expects that no director shall be elected or reelected as a director once he or she reaches age 73.75. Any director who turns 7375 while serving as a director may continue to serve for the remainder of their current term. The Board undertakes ongoing evaluation of its members’ performance with respect to their capacity to serve and keeps note of director age for director planning purposes. Annual Board and Committee Self-Evaluations The Board believes that a robust annual evaluation process is a critical part of its governance practices. The Nominating and Governance Committee is responsible for establishing and overseeing the Board’sBoard’s and Committees’ annual self-evaluations to determine whether the Board and the Committees are | | | | Cboe Global Markets 2024 Proxy Statement | 25 |
functioning effectively and to identify potential areas of improvement. The annual self-evaluation process includes the following: Stage in Process | Board of Directors | Committees | Determine Discussion Topics ↓ | 
|
| Discussions ↓ |
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| Feedback ↓ |  Chair of Nominating and Governance Committee and Lead Director or Non-Executive Chairman, as applicable, report results of discussions and recommendations to Nominating and Governance Committee for its consideration
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| Reviews ↓ |
| Feedback Incorporated |
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In addition to the annual evaluation process, the Board and Committees meet in regular executive sessions, which provides the directors with opportunities to reflect and provide feedback on an ongoing basis to determine whether the Board and the Committees are functioning effectively and to identify potential areas of improvement. Stockholder Nominations The Nominating and Governance Committee will consider stockholder recommendations for candidates for our Board and will consider those candidates using the same criteria applied to candidates suggested by management. Stockholders may recommend candidates for our Board by contacting the Corporate Secretary of Cboe Global Markets, Inc. at 433 West Van Buren Street, Chicago, Illinois 60607. | | | 26 | Cboe Global Markets 2024 Proxy Statement | |
In addition, stockholders may formally nominate candidates for our Board to be considered at an annual meeting of stockholders through the process described below under the heading “Other Items—Stockholder Proposals”. ATS Oversight Committee The ATS Oversight Committee is responsible for, among other things, overseeing the business and operations of BIDS Trading’s U.S. equities businesses, overseeing the adequacy and effectiveness of the information and other barriers established to maintain the separation of BIDS Trading’s U.S. equities businesses from Cboe Global Markets’ registered national exchange businesses, and helping to ensure that specified functions of those BIDS Trading’s U.S. equities businesses are independent of and not integrated with or otherwise linked to Cboe Global Markets’ registered national exchange businesses. Executive Committee The Executive Committee has the authority to exercise the powers and authority of the Board when the convening of the Board is not practicable, except as limited by its charter, the Company’s Bylaws and applicable law. Finance and Strategy Committee The Finance and Strategy Committee’s responsibilities include approving or making recommendations to the Board regarding the budget, capital allocation, strategic plans, and acquisition, investment or investmentdivestment opportunities. Risk Committee The Risk Committee is generally responsible for, among other things, overseeing the risk assessment and risk management of the Company, including risk related to cybersecurity, information technology, environment, and the Company’sCompany’s compliance with laws, regulations, and its policies. Compensation Committee Interlocks and Insider Participation NoMessrs. Fitzpatrick, Parisi, and Tomczyk and Ms. Froetscher served as members of our Compensation Committee during 2023. Mr. Tomczyk stepped down as a committee member in connection with his appointment to CEO. During their tenure, members of the Compensation Committee is aare not current or former officerofficers or employeeemployees of ours.the Company. In addition, there are no compensation committee interlocks with other entities with respect to any member of the Compensation Committee.
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Stockholder Engagement Cboe Global Markets and its Board are committed to fostering long-term and institution-wide relationships with stockholders and maintaining their trust and goodwill. As a result, each year we interact with stockholders through a variety of engagement activities. These engagements routinely cover strategy and performance, corporate governance, executive compensation, and other current and emerging issues to help ensure that our Board and management understand and address the issues that are important to our stockholders. Our key stockholder engagement activities in 20212023 included attending virtual investor and industry conferences, participating in informational fireside chats, conducting telephonic investor road shows in major U.S. cities, and hosting a 2021 Investor Day and telephonic meetings.meetings at our corporate headquarters. Some of these conferences also featured webcasts and replays of the presentations so that our stockholders could listen remotely. In 2021,addition, following the appointments of Fredric Tomczyk as CEO and Jill Griebenow as CFO, we engaged with holders of approximately 25% percent of our common stock outstanding. In 2021shareholders to discuss the executive transitions and succession planning. Further, in 2023 and early 2022,2024, we also conducted an outreach specifically focused on corporate governance, executive compensation, and proxy season trends and issues, targeting our top stockholders that represented approximately 42 percent40% of our common stock outstandingoutstanding. Through corporate governance outreach and investor and industry conferences, we engaged in meetings with holders of approximately 20 percentover 40% of our common stock outstanding. Through these discussions we gained valuable feedback, and this feedback was shared with the Board and its relevant Committees. We also took steps to address any areas of improvement, including incorporating some of the disclosure suggestions into this Proxy Statement.our compensation program.
In addition, our quarterly earnings calls are open to the general public and feature a live webcast. Communications with Directors As provided in our Corporate Governance Guidelines, stockholders and other interested parties may communicate directly with our independent directors or the entire Board. Our policy and procedures regarding these communications are located in the Investor Relations section of our website at http://ir.Cboe.com. CORPORATE SOCIAL RESPONSIBILITY TheWe and our Board recognizesrecognize that operating in a socially responsible manner helps promote the long-term interests of our stockholders, organization, associates,employees, industry, and community. Our guiding principles help us deliver on
More information about our corporate missionESG efforts and strategy, including good citizenship. 
We believe that being a good citizen means that we hold ourselves accountable for the integrity of the markets and to the communities we serve, seek to help resolve conflicts and build consensus, inform those impacted before taking action, lead by example, and serve as part of the solution. We also seek to be good citizens to the communities we serve by being committed to being environmentally conscious. Additionally, being good citizens also means that we strive to support our associates and better serve our industry and community through our human capital development, volunteerism and policies.
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Additional information on our approach to ESG can be found in the Cboe Global Markets, Inc. ESG Report located in the Corporate Social Responsibility section of our website at https://www.cboe.com/about/corporate-social-responsibility, which does not form a part of this Proxy Statement. Further, our 20212023 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, 2021,2023, also contains relevant additional information under “Part I—Item 1. Business—Human Capital Management”. See also herein “Corporate Governance—Board Structure—Board Oversight of Human Capital and Succession Planning” and “Corporate Governance—Board Structure—Board Oversight of Environmental, Social, and Governance Matters”.
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INSIDER TRADING POLICY Our Insider Trading Policy prohibits directors, officers and employees worldwide from trading in Company securities while in possession of material, non-public information about the Company. The policy also applies to transactions in the securities of other entities to the extent covered persons are in possession of any material, non-public information relating to those securities. Under the policy, certain individuals are prohibited from trading in Company securities during various times throughout the year known as “blackout periods,” and certain individuals must receive preclearance from the General Counsel before trading in Company securities. Our Insider Trading Policy prohibits our executive officers and all employees, except as set forth below, from entering into transactions involving options to purchase or sell our common stock or other derivatives related to our common stock. Employees, other than our executive officers, may enter covered calls and collars for hedging purposes through the purchase or sale of exchange-traded options, provided that they otherwise comply with the remainder of our Insider Trading Policy. See “Other Executive Compensation Program Considerations—Hedging Policy.” Under the Insider Trading Policy, employees are prohibited from entering into pledges or margin loans of Company securities. Our policy on insider trading and unauthorized disclosures is expected to be filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. | | | | Cboe Global Markets 2024 Proxy Statement | 29 |
NON-EMPLOYEE director compensation Compensation Philosophy and Summary Our non-employee director compensation program provides director fees that are generally designed to be paid at competitive levels that are near the median of director fees of our peer group, which is discussed in further detail below in the “Executive Compensation—Compensation Discussion and Analysis” section. This allows us to attract and retain individuals with the skills, qualifications, and experiences required to sit on our Board. Annually, the Compensation Committee reviews a competitive market data analysis for non-employee director compensation produced by Meridian Compensation Partners, LLC (“Meridian”), our independent compensation consultant, and recommends changes to our director compensation program, if any, to the Board for approval. For 2021,Changes to the Director Compensation Program
Prior to 2023, our non-employee director compensation program remained unchanged from 2020 and consisted of a mix of: cash and stock retainers, committee meeting attendance fees, committee chair retainers, and an additional Lead Director retainer. As part of its 2023 analysis of cash retainers and fees in consultation with Meridian, the Compensation Committee made several changes to the structure of our non-employee director cash compensation to align with prevalent director compensation practices and to streamline the administration of the program. First, the Compensation Committee approved, and recommended to the Board for approval, replacing committee attendance fees for each committee’s meetings with incremental committee member annual retainers, which are payable on a quarterly basis, similar to the directors’ annual cash retainers. Committee chairs will receive both the committee chair and committee member cash retainers. Second, for each meeting attended in excess of a baseline meeting number (which was determined by averaging the annual number of committee meetings held over the prior 4 years), plus 2 additional meetings, the Committee approved, and recommended to the Board for approval, a per-meeting fee of $1,500 per meeting for each non-employee director. The Board adopted the non-employee director cash fee changes in August 2023 to apply for the May 2023 to May 2024 Board term. As part of its 2023 analysis of stock retainers in consultation with Meridian, the Compensation Committee approved, and recommended to the Board for approval, an increase in our non-employee director stock retainer to (i) more closely align with our peer group median, (ii) better align with our peer group’s pay mix, and (iii) further align our non-employee directors’ compensation with the long-term interests of our stockholders, through increasing the portion of non-employee director compensation that is equity-based. The Board adopted in May 2023 a $15,000 increase in the non-employee director stock retainer. 2021Changes to Board Chairman and Lead Independent Director Compensation
Prior to his resignation, Mr. Tilly served as CEO of the Company and received no additional compensation for his service as Chairman of the Board. For his service as Lead Director from May 2023 through October 1, 2023, Mr. Farrow received a prorated payment of his Lead Director cash retainer of $50,000, in addition to the standard cash and stock retainers for non-employee directors. Following Mr. Farrow’s appointment in September 2023 from Lead Director to Non-Executive Chairman, starting October 1, 2023, Mr. Farrow became eligible to receive a Non-Executive Chairman annual cash retainer of $150,000 for each full Board term, in addition to the standard cash and stock retainers for | | | 30 | Cboe Global Markets 2024 Proxy Statement | |
non-employee directors, prorated to reflect his partial service for the May 2023 to May 2024 term. Further, starting October 1, 2023 he was no longer eligible for meeting attendance fees per committee meeting attended for the Company and for each subsidiary board of directors or committee meeting attended. 2023 Elements of Director Compensation Program The compensation of our non-employee directors is based upon a compensation year beginning and ending in May at the time of our Annual Meeting of Stockholders. The following table reflects the base amount paidpayable (i.e., not prorated) with respect to each component of our director compensation program for the Board term ending with the 20212023 Annual Meeting of Stockholders and for the Board term ending with the Annual Meeting in 2022:2024: | | | | | | Annual Fees | May 2022 —
May 2023 | | May 2023 —
May 2024 | Cash retainer | $ | 90,000 | | $ | 90,000 | Stock retainer, value based on closing price on date of grant | $ | 155,000 | | $ | 170,000 | Committee chair cash retainer | | | | | | ATS Oversight | $ | 20,000 | | $ | 20,000 | Audit | $ | 25,000 | | $ | 25,000 | Compensation | $ | 15,000 | | $ | 15,000 | Finance and Strategy | $ | 15,000 | | $ | 15,000 | Nominating and Governance | $ | 15,000 | | $ | 15,000 | Risk | $ | 20,000 | | $ | 20,000 | Committee member cash retainer (in lieu of per-meeting fees for Board and standing committee meetings) | | | | | | ATS Oversight | | n/a | | $ | 7,500 | Audit | | n/a | | $ | 16,500 | Compensation | | n/a | | $ | 12,000 | Finance and Strategy | | n/a | | $ | 12,000 | Nominating and Governance | | n/a | | $ | 12,000 | Risk | | n/a | | $ | 7,500 | Prior to October 1, 2023, Lead Director cash retainer (pro-rata for 2023, $19,369), in addition to above cash and stock retainers | $ | 50,000 | | $ | 50,000 | After October 1, 2023, Non-Executive Chairman cash retainer fee (pro-rata for 2023, $37,500) | | n/a | | $ | 150,000 | Meeting Fees | | | | | | Committee meeting attendance fee per meeting attended (starting in May 2023, only if in excess of each committee’s baseline meeting number + 2) (1) | $ | 1,500 | | $ | 1,500 | Lead Director meeting attendance fee per committee meeting attended for the Company and for each subsidiary board of directors or committee meeting attended | $ | 1,500 | | $ | n/a |
Annual Fees | May 2020 —
May 2021 | | May 2021 —
May 2022 | Cash retainer | $ | 90,000 | | $ | 90,000 | Stock retainer, value based on closing price on date of grant | $ | 145,000 | | $ | 145,000 | 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 | Lead Director cash retainer, in addition to above cash and stock retainers | $ | 50,000 | | $ | 50,000 | Meeting Fees | | | | | | Committee meeting attendance fee per meeting attended | $ | 1,500 | | $ | 1,500 | Lead Director meeting attendance fee per Committee meeting attended for the Company and for each subsidiary board of directors or committee meeting attended | $ | 1,500 | | $ | 1,500 |
(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). |
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20212023 Director Compensation
The compensation of our non-employee directors for their service for the year ended December 31, 2021 for their service2023 is shown in the following table. Prior to Mr. Tomczyk’s appointment as CEO, he served as a non-employee director on the Board in 2023. The amounts shown in “Executive Compensation – Summary Compensation—Summary Compensation Table” for Mr. Tomczyk include the compensation paid in connection with his partial-year of service as a non-employee director of the Board. | | Fees Earned or | | Stock | | All other | | | | Name | | Paid in Cash (1) | | Awards (2) | | Compensation (3) | | Total | William M. Farrow, III (4)(6) | | $ | 270,369 | | $ | 170,046 | | $ | 5,000 | | $ | 445,415 | Edward J. Fitzpatrick (5)(6) | | $ | 138,462 | | $ | 170,046 | | $ | 10,000 | | $ | 318,508 | Ivan K. Fong (6) | | $ | 112,962 | | $ | 170,046 | | $ | — | | $ | 283,008 | Janet P. Froetscher (6) | | $ | 142,210 | | $ | 170,046 | | $ | 15,000 | | $ | 327,256 | Jill R. Goodman (6) | | $ | 135,338 | | $ | 170,046 | | $ | 500 | | $ | 305,884 | Alexander J. Matturri, Jr. | | $ | 115,838 | | $ | 170,046 | | $ | — | | $ | 285,884 | Jennifer J. McPeek | | $ | 115,838 | | $ | 170,046 | | $ | — | | $ | 285,884 | Roderick A. Palmore (5) | | $ | 141,338 | | $ | 170,046 | | $ | — | | $ | 311,384 | James E. Parisi (5)(6) | | $ | 160,214 | | $ | 170,046 | | $ | 5,000 | | $ | 335,260 | Joseph P. Ratterman (5) | | $ | 140,462 | | $ | 170,046 | | $ | 5,000 | | $ | 315,508 | Eugene S. Sunshine (7) | | $ | 103,000 | | $ | — | | $ | 18,400 | | $ | 121,400 |
| | Fees Earned or | | Stock | | All other | | | | Name | | Paid in Cash | | Awards(1) | | Compensation(2) | | Total | Eugene S. Sunshine (3) | | $ | 234,500 | | $ | 145,030 | | $ | 19,195 | | $ | 398,725 | William M. Farrow, III | | $ | 135,500 | | $ | 145,030 | | $ | 10,000 | | $ | 290,530 | Edward J. Fitzpatrick | | $ | 124,500 | | $ | 145,030 | | $ | 5,000 | | $ | 274,530 | Ivan K. Fong | | $ | 79,500 | | $ | 145,030 | | $ | 10,000 | | $ | 234,530 | Janet P. Froetscher | | $ | 121,500 | | $ | 145,030 | | $ | 20,000 | | $ | 286,530 | Jill R. Goodman | | $ | 132,000 | | $ | 145,030 | | $ | — | | $ | 277,030 | Alexander J. Matturri, Jr. (4) | | $ | 139,750 | | $ | 145,030 | | $ | 2,000 | | $ | 286,780 | Jennifer J. McPeek | | $ | 123,000 | | $ | 145,030 | | $ | — | | $ | 268,030 | Roderick A. Palmore | | $ | 129,000 | | $ | 145,030 | | $ | 10,000 | | $ | 284,030 | James E. Parisi (5) | | $ | 199,000 | | $ | 145,030 | | $ | 20,000 | | $ | 364,030 | Joseph P. Ratterman | | $ | 138,000 | | $ | 145,030 | | $ | 5,000 | | $ | 288,030 | Michael L. Richter (6) | | $ | 55,500 | | $ | — | | $ | 10,000 | | $ | 65,500 | Jill E. Sommers (7) | | $ | 221,225 | | $ | 145,030 | | $ | 10,000 | | $ | 376,255 | Fredric J. Tomczyk | | $ | 115,500 | | $ | 145,030 | | $ | — | | $ | 260,530 |
| (1) | The amount shown in the Fees Earned or Paid in Cash column also include certain fees that were earned in 2023 and were paid in early 2024. |
| (2) | The amounts in the stock award column represent the grant date fair value of an equity grant of restricted stock units received by non-employee directors serving on the Board on May 11, 2023, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718). Assumptions used in the calculation of these amounts are included in the footnotes to our 2023 consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 2023 filed with the SEC. The non-employee directors then-serving on the Board received an equity grant of restricted stock units on May 13, 2021.11, 2023. The equity grants vest on the earlier of the one yearone-year anniversary of the grant date or the completion of their final year of director service. Eachservice, subject to the director’s continuous service through the vesting date. Other than Mr. Sunshine who did not receive an equity grant in 2023 since he did not stand for reelection at the 2023 Annual Meeting, each of the listed directors held 1,223 shares of unvested restricted stock units as of December 31, 2023. Mr. Ratterman, who received anresigned on February 5, 2024, forfeited his unvested equity grant holds 1,276 shares.as of February 5, 2024. |
(2)(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 full-time employees and non-employee directors. During 2021,2023, we matched eligible gifts from a minimum of $50 to an aggregate maximum gift of $10,000 per employee or non-employee director, per calendar year. In addition, in 2021,2023, we matched at a rate of 1.5x eligible gifts from a minimum of $50 to $1,000 per employee or non-employee director, per calendar year to organizations that (i) support social justice and/or improve the lives of those in Black, Asian American Pacific Islander, and LGBTQ+ communities or (ii) provide services to COVID-19 global pandemic relief efforts.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. During 2021,In 2023, we matched Cboe Political Action CommitteePAC contributions with eligible gifts from a minimum of $50 to an aggregate maximum gift of $5,000 per non-employee director, per calendar year. |
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| (4) | The amount shown in the Fees Earned or Paid in Cash column for Mr. Farrow also includes a one-time cash retainer of $100,000 for serving as the chair and lead independent director of the Special Committee. |
(3)(5) | The amount shown in the Fees Earned or Paid in Cash column also include fees of $12,000 for Messrs. Fitzpatrick, Palmore, Parisi, and Ratterman and Ms. Froetscher and $6,000 for Ms. Goodman for attending meetings for the Special Committee. |
| (6) | Mr. Fitzpatrick and Ms. Froetscher each elected to defer 100% of their 2023 cash fees (excluding any fees paid from service to a subsidiary board of directors or committee), and Messrs. Farrow, Fong, and Parisi and Ms. Goodman each elected to defer 100% of their 2023 equity grant. |
| (7) | The amount shown in the Fees Earned or Paid in Cash column for Mr. Sunshine also includes fees of $28,500$7,500 for attending Committee or subsidiary board of directors or Committeecommittee meetings. |
(4) | The amount shown in the Fees Earned or Paid in Cash column for Mr. Matturri also includes fees of $55,750 earned for his service while a member of the boards of directors of our securities exchanges, which were paid in early 2022. |
(5) | The amount shown in the Fees Earned or Paid in Cash column for Mr. Parisi also includes fees of $45,000 for his service while a member of the boards of directors of CFE and SEF. |
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(6) | Mr. Richter left the Board and Committees in connection with the 2021 Annual Meeting of Stockholders on May 13, 2021. The amounts shown in the Fees Earned or Paid in Cash column reflect the remaining cash retainers and Committee meeting fees while on the Board. |
(7) | The amount shown in the Fees Earned or Paid in Cash column for Ms. Sommers also includes fees of $114,726 for her service while a member of the boards of directors of our securities exchanges, CFE, and SEF. |
Deferred Compensation Starting with 2023 compensation, U.S. based non-employee directors could elect to defer receipt of all or a portion of his or her annual cash retainer and any meeting fees pursuant to a valid deferral election under the Cboe Global Markets, Inc. Deferred Compensation Plan (f/k/a the Deferred Compensation Plan for Officers) (the “Cash Deferral Plan”). To the extent that any such cash payments are deferred, they are credited to a notional account and will be invested in either a retirement target date fund or other investment option selected by the director under the terms of the Cash Deferral Plan. Also, starting with 2023 compensation, non-employee directors could elect to defer all of their annual restricted stock unit grants into a stock account pursuant to a valid deferral election under the Cboe Global Markets, Inc. Director Equity Deferral Plan (the “Equity Deferral Plan”). Subject to and following satisfaction of the applicable vesting requirements, the plan credits notional stock units for the restricted stock units until distribution in the form of shares of common stock upon the distribution date. Deferred restricted stock units will remain eligible for dividend equivalents, with U.S. based directors receiving dividend equivalents on a current basis and non-U.S. based directors having their dividend equivalents deferred (but not reinvested) until the underlying shares are distributed. Neither plan permits matching contributions and deferred amounts are fully vested. In general, amounts deferred are paid to a non-employee director dependent on the elections of the director, which could be: (i) the date elected by such director; (ii) the director’s separation from service; or (iii) the date a change of control (as defined in the Cash Deferral Plan) occurs. In the event the director’s death or qualifying disability, the elections of the director are overridden. Amounts deferred under the Cash Deferral Plan are paid in cash in a single sum payment or, at the director’s election, in installments (other than on a change in control). Amounts deferred under the Equity Deferral Plan are paid in shares of common stock in a single lump sum. Director Stock Ownership and Holding Guidelines The Compensation Committee has adopted stock ownership and holding guidelines, which provide that each non-employee director should own stock equal to five5 times the cash annual retainer for directors within five 5 years of joining the Board or within four years of May 2019 for directors then-serving when the guidelines were updated in May 2019.Board. For purposes of this ownership and holding requirement, (a) shares owned outright or in trust, and (b) restricted stock or restricted stock units, including shares that have been granted but are unvested, and (c) vested, deferred restricted stock units, are included. In addition, each non-employee director is required to hold all of their shares until the guidelines are met, except for sales of shares to pay taxes with respect to the vesting or exercising of equity grants. Other than Ms. McPeekMses. Mansfield and Messrs. Fong and MatturriMao who were first elected tojoined our Board in 2020,February 2024, each of the non-employee incumbent directors as of December 31, 2023 has met the ownership requirement as of December 31, 2021.2023. | | | | Cboe Global Markets 2024 Proxy Statement | 33 |
Director Hedging and Pledging Policies Under our Insider Trading Policy, our directors are prohibited from entering into transactions involving options to purchase or sell our common stock or other derivatives related to our common stock. Our Insider Trading Policy also prohibits directors from entering into any pledges or margin loans on shares of our common stock. NoneIn 2023, none of the directors have existinghad hedges, pledges, or margin loans on shares of our common stock. See also "Corporate Governance-Insider Trading Policy." | | | 3234
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executive Compensation PROPOSAL 2 - –ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION In accordance with Section 14A of the Exchange Act, the Board is providing our stockholders with an advisory vote to approve executive compensation. This advisory vote, commonly known as a “say-on-pay” vote, is a non-binding vote to approve the compensation paid to our named executive officers as disclosed in this proxy statement in accordance with SEC rules. The Board has adopted a policy of providing for annual “say-on-pay” votes in accordance with the results of our last stockholder advisory vote. As discussed in the “Compensation Discussion and Analysis” section, our executive compensation program is designed to meet the following objectives: attract Attract and retain talented and dedicated executives,
motivate Motivate our executives to achieve corporate goals that create value for our stockholders, and
align Align the compensation of our executive officers with stockholder returns.
The Compensation Committee has implemented the following best practices applicable to our executive officers in order to help achieve these objectives: a
A high proportion of total compensation is in the form of performance-based compensation with limits on all incentive award payouts, incentive Incentive awards includeare linked to the achievement of financial measures and a relative stock price performance goal,goals,
stock Stock ownership and holding guidelines,
double Double trigger change in control provisions in equity awards and for severance benefits in employment agreements and the Executive Severance Plan,
prohibition Prohibition on hedging of Company stock,
prohibition Prohibition on pledging of Company stock,
elimination of No tax gross-up payments in the event of a change in control, and
clawbacks Clawbacks of incentive compensation.
We believe that the compensation paid to the named executive officers is appropriate to align their interests with those of our stockholders to generate stockholder returns. Accordingly, the Board recommends that our stockholders vote in favor of the say-on-pay vote as set forth in the following non-binding resolution: RESOLVED, that our stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this Proxy Statement, including under the heading “Compensation Discussion and Analysis,” the accompanying compensation tables and the corresponding narrative discussion. | | | | Cboe Global Markets 2024 Proxy Statement | 35 |
As this is an advisory vote, the outcome of the vote is not binding on us with respect to executive compensation decisions, including those relating to our named executive officers. Our Compensation Committee and Board value the opinions of our stockholders. The Compensation Committee and Board will consider the results of the say-on-pay vote and evaluate whether any actions should be taken in the future.
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| 33
|
Non-binding approval of our executive compensation program requires that a majority of the shares cast on this matter be cast in favor of the proposal. Abstentions and broker non-votes will not be counted as votes cast and therefore will not affect the vote.
The Board recommends that the stockholders vote FOR approval, in a non-binding resolution, of the compensation paid to our executive officers. | | | 36 | Cboe Global Markets 2024 Proxy Statement | |
COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis section is intended to provide our stockholders with an understanding of our compensation practices and philosophy, material elements of our executive compensation program, and the decisions made in 20212023 with respect to the total compensation awarded to, earned by, or paid to each of the following 20212023 “named executive officers” or “NEOs”: Name | Title* | Edward T. TillyFredric J. Tomczyk
| Chairman, President and Chief Executive Officer
| Jill M. Griebenow | Executive Vice President, Chief Financial Officer; Former Chief Accounting Officer; Former Treasurer | David Howson | Executive Vice President, Global President | Christopher A. Isaacson | Executive Vice President, Chief Operating Officer | Catherine R. Clay | Executive Vice President, Global Head of Derivatives | Edward T. Tilly (1) | Former Chairman and Chief OperatingExecutive Officer | Brian N. Schell (2) | Former Executive Vice President, Chief Financial Officer and Treasurer | David Howson
| Executive Vice President, President Europe and Asia Pacific
| Patrick Sexton
| Executive Vice President, General Counsel and Corporate Secretary
|
* | Titles are as of December 31, 2021.March 15, 2024. |
| (1) | Mr. Tilly resigned as Chairman and Chief Executive Officer, effective September 18, 2023, and his last day with the Company was September 18, 2023. |
| (2) | Mr. Schell resigned as Executive Vice President, Chief Financial Officer and Treasurer, effective July 10, 2023, and his last day with the Company was July 18, 2023. |
As previously disclosed, effective September 18, 2023, Mr. Tilly resigned as Chairman and CEO and Mr. Tomczyk assumed the role of CEO as his successor. In addition, Ms. Griebenow was promoted to Executive Vice President, CFO, Treasurer and Chief Accounting Officer from Senior Vice President, Chief Accounting Officer following Mr. Schell's resignation as Executive Vice President, CFO and Treasurer, effective July 10, 2023. Effective October 12, 2023, Ms. Griebenow transitioned the role of Treasurer to Kenneth Hill. Effective February 8, 2024, Ms. Griebenow transitioned the role of Chief Accounting Officer to Allen Wilkinson. | | | | 34
Cboe Global Markets 20222024 Proxy Statement | 37 |
This Compensation Discussion and Analysis section is organized as follows: | | | 38 | Cboe Global Markets 20222024 Proxy Statement | | 35
Executive Summary Principal Components of 2021 Executive Compensation
Principal Components of 2023 Executive Compensation | |  
| Base Salary (15% of CEO’s target pay mix) | |
| |
| | Annual Incentive Bonus (25% of CEO’s target pay mix) | | individualDEI performance goals are met over a one-year performance period
| | attracting, engaging, developing and retaining diverse talent, communicating with investors, promoting a culture of inclusion, succession planning with intentional focus on diversity, and overseeing a pipelineensuring recruitment, retention and rewarding of diverse, top performing talent
| | PayoutsDEI performance goals include, among others, retention and attraction of women and historically underrepresented group goals, executing on social impact goals, and fostering an inclusive culture
| | Payout range is 0% to 200% of executive’sexecutive’s target bonus opportunity | | Long-Term Equity Awards -Restricted—Restricted Stock Units (30% of CEO’s target pay mix)
|  
| three-year3-year graded service period is met
| | and encourages retention for executives who are not retirement eligible, and motivates executives to focus on our long-term growth and increased stockholder value
| | -PerformanceLong-Term Equity Awards—Performance Share Units (30% of CEO’s target pay mix)Units*
| | (“(“TSR”) and earnings per share (“EPS”) goals are met over a 3-year period
| |
| | PayoutsPayout range is 0% to 200% of executive’sexecutive’s target number of PSUs
|
* | In 2023, Mr. Tomczyk received a long-term equity award of Restricted Stock Units for his appointment to CEO for the reasons set forth below under “Long-Term Incentive Plan—2023 Special One-Time, Mr. Tomczyk CEO Appointment, and Promotion Grants—Mr. Tomczyk’s CEO Appointment Grant.” Mr. Tomczyk’s CEO appointment equity award is included in the CEO’s target pay mix chart. |
Performance Affecting Fiscal 2021 Annual Incentive Pay Outcomes
| | | | Cboe Global Markets 2024 Proxy Statement | 39 |
Performance Affecting Fiscal 2023 Annual Incentive Pay Outcomes | | | 2021 Adjusted2023 Net Revenues1
| | 20212023 Adjusted EBITDA (1)1
| $1,4591,918 Million | | $9841,241 Million |  
| | 
| 157%101.0% of Target EarnedAchieved
| | 178%103.4% of Target EarnedAchieved
|
Performance Affecting 2019-20212021-2023 PSU Pay Outcomes | | | 3-Year Adjusted EPSRelative TSR1 | | 3-Year Relative TSRAdjusted EPS (1) | $16.0592nd Percentile
| | 34th Percentile$20.78
| 
| | 
| 0%200% of Target PSUs Earned
| | 74%200% of Target PSUs Earned
|
1 Adjusted revenues less cost of revenues (“net revenues”), adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”), and 3-year adjusted EPS are non-GAAP measures used by the Company and reconciliations to GAAP measures are provided in Appendix A.
| (1) | | | 36
| Cboe Global Markets 2022 Proxy Statement
| Adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) and 3-year adjusted EPS are non-GAAP measures and reconciliations to GAAP measures are provided in Appendix A. |
Compensation Governance Practices What we do | | What we don’tdon’t do |   Mitigate compensation risk
agreementsagreement and the Executive Severance Plan
| | Ä No hedging of Company stock by executives Ä No pledging of Company stock by executives Ä No tax gross-ups upon a change in control or otherwise Ä No excessivecurrent use of employment contracts Ä No payouts for below threshold level for corporate performance Ä No excessive perquisites Ä No guaranteed annual incentive payments |
20212023 Business Highlights
Cboe Global Markets and its Board are committed to a corporate mission and strategy designed to create long-term stockholder value. Our strategy is to build one of the world’s largest global derivatives and securities networks to create value and drive growth by: (1)Innovating to capture growing demand for trading products and data services, globally; (2)Integrating across our ecosystems to increase efficiency and better serve customers; and (3)Growing by accessing untapped addressable markets. | (1) | innovating to capture growing demand for trading products and data services, globally, |
40 | (2)Cboe Global Markets 2024 Proxy Statement | | integrating across our ecosystems to increase efficiency and better serve customers, and
| (3) | growing by accessing untapped addressable markets. |
The following is a brief summary of our 20212023 business highlights as they relate to the ongoing commitment of our team and the Board to this strategy and the key performance metrics used in our performance-based compensation program.
| o | Net revenues of $1,476$1,918 million for 2021,2023, up 18%10% from $1,254$1,742 million for 2020.2022. |
| o | Diluted EPS of $4.92$7.13 for 2021,2023, up 15%226% from $4.27$2.19 for 2021.2022, primarily due to the impairment of goodwill recognized in the Digital reporting unit in 2022. |
| o | Launched 24x5 trading for VIXAchieved record volume levels in our options segment: |
| ◾ | Total options average daily volume (“ADV”) reached an all-time high of contracts traded per day; and SPX options. |
| ◾ | Cboe’s proprietary product suite set several ADV records for the year, including in S&P 500 Index (SPX) options and Cboe Volatility Index (VIX) options. |
| o | Began distributing real-time data viaLaunched new products and added new indices, such as: |
| ◾ | Launched the Cboe Global Cloud.S&P 500 Dispersion Index, the 1-Day Volatility Index, and Credit VIX Indices; |
| ◾ | o | Launched Cboe Europe Derivatives.FX successfully commenced trading on a new UST platform; and |
| ◾ | Cboe Europe Derivatives Exchange launched new pan-European single stock option products. |
| o | Acquired Chi-X Asia Pacific, a market operatorGrew Cboe Bids internationally, with launches in JapanAustralia and Australia.Japan. |
| o | Launched Cboe Global Listings, providing listing offerings for companies and ETFs of the purpose-driven innovation economy. |
| o | Completed technology migrations of Cboe Australia and Cboe Japan. |
| o | Grew market share, such as in: |
| ◾ | Global FX, to new quarterly record levels; and |
| ◾ | Cboe Clear Europe, to new records levels. |
| o | Successfully navigated executive leadership transitions, including the CEO and CFO roles. |
| o | Awarded 7 full-ride college scholarships through Cboe Empowers, a community engagement program. |
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| o | Established new Data and Access Solutions Division. |
| o | Launched mini-options on Russell 2000 Index. |
| o | Continued integration of prior acquisitions. |
Navigating COVID-19 Global Pandemic
| o | Successfully moved global headquarters to a new location; and nearing completion of a new trading floor buildout. |
| o | Continued to provide frequent communications to directors, employees, customers, regulators, critical vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers. |
| o | Continued to operate our business and achieved solid results in 2021, while global employees (except those deemed essential) continued to work from home. |
We believe that the performance of the Company demonstrates that management is keenly focused on driving the Company for sustainable long-term growth and diversifying the Company’s business, while obtaining short-term results. Our business continued to generate strong cash flows from operations and we were able to pay down $305 million of debt and return $275$308 million to stockholders through dividends and share repurchases while retaining the flexibility to pursue new growth opportunities. To that end, in 2021:2023:  We repaid in full all outstanding indebtedness under our term loan credit agreement totaling $305.0 million;
| | | | Cboe Global Markets 2024 Proxy Statement | 41 |
 In keeping with our goal of consistent and sustainable dividend growth, we increased our quarterly dividend by 14%10% to $0.48$0.55 per share and paid cash dividends of $193$224 million; and
we We repurchased 822662 thousand of our outstanding shares of common stock under a share repurchase program for a total of $81$84 million.
As a result of these solid results in 2021 and2023, capital allocation decisions, as of December 31, 2021,2023, we achieved total stockholder returns and compound annual growth rates (“CAGR”), including reinvested dividends, of approximately: 42% 44% over the past year;
39% 101% over the past three years;years, a 26% CAGR;
88% 97% over the past five years;years, a 14% CAGR; and
502% 295% over the past ten years.years, a 15% CAGR.
Executive Compensation Program Practices Compensation Philosophy and Summary Our executive compensation program is designed to attract and retain talented and dedicated executives who are instrumental in our achievement of key strategic business objectives. To meet these objectives, the Compensation Committee designed and implemented a program that payslinks a substantial portion of executive compensation based onto the achievement of pre-set corporate and individual performance.performance goals. The Compensation Committee believes that our executive compensation program plays a vital role in contributing to the achievement of key strategic business objectives that ultimately drive long-term business success. Accordingly, we designed our executive compensation program to focus our executives on achieving critical corporate financial and strategic goals, while taking steps to position the business for sustained growth in financial performance over time. | | | 3842
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Our executive compensation program (other than with respect to Mr. Tomczyk's CEO long-term equity award, which was comprised solely of restricted stock units) generally consists of the following elements, in addition to retirement, health, and welfare benefits:  
The following charts show the 20212023 total target compensation mix for the Chief Executive OfficerCEO and the other named executive officersNEOs as a group. For the Chief Executive Officer and the other named executive officers, theThe majority of 20212023 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 2021 base salary,2023 target annual incentive opportunitypay opportunities for their respective roles following their respective promotions. The following does not reflect Messrs. Tilly and target value forSchell’s 2023 compensation, the one-time cash retention bonus to Ms. Griebenow, and the special one-time long-term equity awards (i.e., RSUs and PSUs).award granted to Ms. Clay. * | For more information on Mr. Tomczyk’s long-term equity award grant in 2023, see “Long-Term Incentive Plan—2023 Special One-Time, Mr. Tomczyk CEO Appointment, and Promotion Grants—Mr. Tomczyk’s CEO Appointment Grant.” Mr. Tomczyk’s CEO appointment equity award is included in the CEO’s target pay mix chart. |
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Company’s Response to Stockholder Vote on Say-on-Pay and on Frequency of Stockholder Vote on Say-on-Pay At the 20212023 Annual Meeting of Stockholders, our “say-on-pay” proposal received the support of over 90%approximately 93% of the votes cast for approval of our 20202022 executive compensation program as disclosed in our 20212023 Proxy Statement, and every year since going public in 2010, we have received over 85% stockholder support of our executive compensation programs. The Compensation Committee has reviewed the results of the stockholder vote on our 20202022 executive compensation program and considered such results supportive of our executive compensation program and the Compensation Committee’s measured approach to modifying our compensation practices to enhance their alignment with stockholder interests. In addition, the Compensation Committee has determined that the vote result did not warrant any large-scale changes to our executive compensation program; however, as discussed below, the Compensation Committee continues to take steps to help ensure our compensation practices remain aligned with best practices and stockholder interests. 2021 TargetIn addition, at the 2023 Annual Pay OpportunitiesMeeting of Stockholders, the proposal to continue the annual frequency for holding a stockholder vote on future “say-on-pay” proposals received the support of over 98% of the votes cast. In connection with such result, the Board determined that a non-binding "say-on-pay" vote will be included annually, consistent with prior practice, in our future proxy materials until the next vote on frequency or until the Board elects to implement a different frequency for such advisory votes.
Compensation Refinements The Board and Compensation Committee approved the following chart showsthree refinements to our executive compensation program: (i) modified the 2021 total target compensationweightings of the performance metrics of our annual incentive plan, (ii) modified the payout scale for each named executive officer.our PSU grants, and (iii) modified retirement provisions in future equity award agreements. | | | | | | | | Target Long-Term | | | | | | | | | Target Annual | | Equity Awards | | | | Named Executive Officer(1) | | Base Salary | | Incentive Bonus | | RSUs (2) | | PSUs (2) | | Total | Edward T. Tilly | | $ | 1,265 | | $ | 2,087 | | $ | 2,474 | | $ | 2,474 | | $ | 8,300 | Christopher A. Isaacson | | $ | 650 | | $ | 975 | | $ | 938 | | $ | 938 | | $ | 3,500 | Brian N. Schell | | $ | 525 | | $ | 735 | | $ | 788 | | $ | 788 | | $ | 2,835 | David Howson (3) | | $ | 567 | | $ | 624 | | $ | 675 | | $ | 675 | | $ | 2,541 | Patrick Sexton | | $ | 415 | | $ | 498 | | $ | 338 | | $ | 338 | | $ | 1,588 |
Modification of weighting of annual performance metrics. The Board and Compensation Committee determine actual annual incentive bonus payouts based on achieved results measured against pre-established corporate and individual performance goals. For 2023, with respect to the NEOs, the Compensation Committee decreased the focus of the annual incentive program on individual performance metrics by reallocating 10% of the overall weighting towards a new diversity, equity, and inclusion (“DEI”) performance metric. The Company believes a culture of diversity and inclusion that promotes creativity, collaboration, and innovation is critical to the success of our business and defining the markets of tomorrow. Further, the reallocation of weighting towards a new DEI metric reinforces the value the Company places on DEI objectives by tying NEO pay to their achievement. The Compensation Committee also increased the weighting for net revenue by 5% and decreased the weighting for adjusted EBITDA by 5% as compared to the 2022 annual incentive plan. As a growing organization with more recurring revenues, our NEOs have more control over revenue, organic top-line growth, and sales and the goals that measure such performance were adjusted accordingly. The metrics and weightings were updated as follows:
| | | 44 | Cboe Global Markets 2024 Proxy Statement | |
2022 Performance Metrics* | | | | | | | | | Named Executive Officer | | Corporate-wide Net Revenue | Corporate-wide Adjusted
EBITDA | | Individual
Performance | David Howson | | 25 | % | 45 | % | | 30 | % | Christopher A. Isaacson | | 25 | % | 45 | % | | 30 | % | Edward T. Tilly | | 25 | % | 45 | % | | 30 | % | Brian N. Schell | | 25 | % | 45 | % | | 30 | % |
(1)* | AllMr. Tomczyk and Mses. Griebenow and Clay became named executive officers for the first time in 2023, and thus no amounts are shown in thousands. Numbers may not foot duethe table for 2022. |
2023 Performance Metrics | | | | | | | | | | | | | Named Executive Officer | Corporate-wide Net
Revenue | Corporate-wide
Adjusted
EBITDA | Business Unit
Net Revenue | Business
Unit
EBITDA or
Adjusted
EBITDA | Individual
Performance | DEI
Performance | Fredric J. Tomczyk (1) | 30 | % | 40 | % | — | % | — | % | 30 | % | — | % | Jill M. Griebenow (2) | 30 | % | 40 | % | — | % | — | % | 20 | % | 10 | % | David Howson | 30 | % | 40 | % | — | % | — | % | 20 | % | 10 | % | Christopher A. Isaacson | 30 | % | 40 | % | — | % | — | % | 20 | % | 10 | % | Catherine R. Clay | 15 | % | 15 | % | 15 | % | 25 | % | 20 | % | 10 | % | Edward T. Tilly | 30 | % | 40 | % | — | % | — | % | 20 | % | 10 | % | Brian N. Schell | 30 | % | 40 | % | — | % | — | % | 20 | % | 10 | % |
(1) | Due to rounding.Mr. Tomczyk’s appointment to CEO late in the fiscal year in September 2023, his individual and DEI performance goals comprised 30% and 0%, respectively, of his target annual incentive opportunity. |
(2) | RepresentsMs. Griebenow’s individual and DEI performance goals comprised 30% and 0%, respectively, of her target annual incentive opportunity for approximately the first half of 2023, and 20% and 10%, respectively, of her target equity award value used to calculateannual incentive opportunity for approximately the numbersecond half of shares to grant.2023. |
(3) | Mr. Howson receives his cash compensation in British pounds. The amounts reported were converted to U.S. dollars using a rate of £1.00 to $1.35, which was the exchange rate as of December 31, 2021. |
This supplemental table is not required, but rather it is provided to demonstrateModification of payout scale for PSUs. The Board and Compensation Committee refined the relative TSR performance metric for our named executive officers’ total target compensation opportunity for 2021. Please refer toPSUs by adjusting the Summary Compensation Table below for complete disclosurethreshold and maximum TSR percentiles that result in a payout of 50% of the total compensationtarget number of PSUs and 200% of the target number of PSUs, respectively. Previously, threshold performance was achieved at the 20th percentile, while maximum performance was achieved at the 80th percentile. For our 2023-2025 PSUs that vest based on relative TSR performance, threshold performance is set at the 25th percentile and maximum performance is set at the 75th percentile. These changes were made in response to stockholder feedback and to better align the interests of our named executive officers reportedNEOs with our business strategy and our stockholders as well as with market practice. The percentiles were updated as follows:
| | | | | | | | | Threshold | | Target | | Maximum | |
| (50% Payout) |
| (100% Payout) |
| (200% Payout) | 2022—2024 Relative TSR Compared to S&P 500 | | 20th Percentile | | 50th Percentile | | 80th Percentile | 2023—2025 Relative TSR Compared to S&P 500 | | 25th Percentile | | 50th Percentile | | 75th Percentile |
Modification of retirement provisions in future new award agreements. In connection with the grants of new equity awards starting in 2024, the Board and Compensation Committee revised the new award | | | | Cboe Global Markets 2024 Proxy Statement | 45 |
agreements to provide that in the event of a participant’s retirement and the submission of prior 6-months’ notice and satisfaction of other requirements, all unvested outstanding RSUs and a pro-rata portion of unvested outstanding PSUs will remain outstanding and be distributed in accordance with the SEC disclosure requirements.award’s original vesting and settlement schedule, even after the applicable retirement date. Retirement eligibility will require, in addition to attaining 55 years of age and 10 years of continuous service, submission of 6 months of advanced written notice of a retirement and submission, approval, and satisfactory completion of a transition plan. These changes were made to help promote more orderly transitions of associates, increase the retentive benefits of our equity awards, and to better align the interests of our associates with our long-term business strategy and our stockholders as well as with market practice. Executive Compensation Program Governance Cycle Throughout the year, the Board and the Compensation Committee are heavily involved in reviewing, monitoring, and approving, as applicable, the executive compensation program. The Compensation Committee, composed of all independent directors, is responsible for reviewing the various components of the total compensation program for all executive officers. The Compensation Committee met 711 times in 2021. 2023. The Compensation Committee either approves or makes recommendations to the Board regarding compensation related decisions. Ms. Griebenow and Messrs. Tomczyk, Tilly, Isaacson,Schell, Howson, and SchellIsaacson generally attended portions of the 20212023 meetings of the Compensation Committee to provide information and assistance, other than when the Compensation Committee discussed the respective executive’s compensation. | | | 4046
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While specific topics may vary from meeting to meeting and quarter to quarter, the following illustration describes the general annual cycle of the Board’s and Compensation Committee’s activities.  
Independent Compensation Consultant For 2021,2023, the Compensation Committee engaged Meridian as its independent compensation consultant to provide the Compensation Committee with advice and assistance related to the design of our executive compensation program. Meridian reviews our executive compensation program and advises the Compensation Committee on best practices and plan design to help improve the program’s effectiveness and alignment with market practices. In addition, Meridian provides advice to the Compensation Committee on the Company’sCompany’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. | | | | Cboe Global Markets 20222024 Proxy Statement | 4147
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Tally Sheets
When reviewing compensation for the named executive officers, the Compensation Committee may consider tally sheets that detail the various elements of compensation for each executive. These tally sheets, developed with the assistance of Meridian, are used to evaluate the appropriateness of each named executive officer’s total compensation package, to compare each executive’s total compensation opportunity with his or her actual payout, to assess the level of holding power in unvested equity awards, and to help ensure that the compensation appropriately reflects the executive compensation program’s focus on pay for performance and alignment with stockholder interests.
Peer Group and Comparative Data For the 20212023 compensation decisions, the Compensation Committee usedconsidered competitive market data derived from a 22-company custom peer group and an executive compensation survey published by a third party that solely covered exchange holding companies, financial services firms, and technology-focused companies of similar size to derive competitive market compensation data. Cboe. The 23-company22-company custom peer group was composed of exchange holding companies, financial services firms, and technology-focused companies with corporate profiles similar to ours. Based on the then-available fiscal year 20202022 data, the Company’s annual revenue fell near the median of the peer group and the market capitalization and number of employees fell below the median of the peer group. The executive compensation survey was also customized to only include exchange holding companies, financial services firms and technology-focused companies of similar size to Cboe. 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 named executive officers.NEOs. | | Peer Group | Akamai Technologies, Inc. | London Stock Exchange Group plc | Broadridge Financial Solutions, Inc. | LPL Financial Holdings Inc. | Citrix Systems, Inc. | MarketAxess Holdings Inc. | CME Group Inc. | MSCI Inc. | Deutsche Borse AG | Nasdaq, Inc. | Equifax Inc. | SEI Investments Company | E*TRADE Financial CorporationEuronet Worldwide, Inc.
| Stifel Financial Corp. | Euronet Worldwide, Inc.
| Synopsys, Inc.
| FactSet Research Systems Inc. | TransUnionSynopsys, Inc.
| Fortinet, Inc. | Verisk Analytics, Inc.TransUnion
| Intercontinental Exchange, Inc. | Virtu Financial,Verisk Analytics, Inc.
| Jack Henry & Associates, Inc. | Virtu Financial, Inc.
|
Following the 20212023 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, removing E*TRADE Financial CorporationCitrix Systems, Inc. because the company was acquired. The change decreased the number of peers from 2322 to 2221 companies.
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| Cboe Global Markets 2022 Proxy Statement
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20212023 Elements of Executive Compensation Program
Base Salary and Bonus The base salary for our named executive officersNEOs is designed to be part of a competitive total compensation package when compared to our peer group. Base salary provides our named executive officersNEOs 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 comparative market data,an executive compensation survey, the Compensation Committee also considered for each named executive officerNEO the following factors: | | | level48
| Cboe Global Markets 2024 Proxy Statement | |
Level of responsibility, | |
For 2021,2023, the Compensation Committee approved or made recommendations to the Board regarding the base salaries for each of the named executive officers,NEOs, with input in part from Mr.Messrs. Tomczyk or Tilly, as applicable, regarding the individual performances of Messrs. Isaacson, Schell, Howson, Isaacson, and Sexton.Mses. Griebenow and Clay. Below are the annualized base salary amounts at December 31, 20212023 and 20202022 for the named executive officersNEOs and the aggregate percent change. | | 2022 Base | | 2023 Base | | Percent | Named Executive Officer | | Salary (1) | | Salary (1) | | Change | Fredric J. Tomczyk (2) | | $ | — | | $ | 1,000 | | — | % | Jill M. Griebenow (2) | | $ | — | | $ | 500 | | — | % | David Howson | | $ | 625 | | $ | 625 | | — | % | Christopher A. Isaacson | | $ | 650 | | $ | 650 | | — | % | Catherine R. Clay (2) | | $ | — | | $ | 500 | | — | % | Edward T. Tilly | | $ | 1,265 | | $ | 1,265 | | — | % | Brian N. Schell | | $ | 525 | | $ | 525 | | — | % |
| | 2020 Base | | 2021 Base | | Percent | Named Executive Officer | | Salary (1) | | Salary (1) | | Change | Edward T. Tilly | | $ | 1,265 | | $ | 1,265 | | 0 | % | Christopher A. Isaacson | | $ | 650 | | $ | 650 | | 0 | % | Brian N. Schell | | $ | 525 | | $ | 525 | | 0 | % | David Howson (2) | | $ | 575 | | $ | 567 | | -1 | % | Patrick Sexton | | $ | 400 | | $ | 415 | | 4 | % |
| (1) | In thousandsthousands. |
| (2) | Mr. Howson receives his cash compensationTomczyk and Mses. Griebenow and Clay became NEOs for the first time in British pounds2023, and his base salary did not change. The 2021thus no amounts reported were converted to U.S. dollars using a rate of £1.00 to $1.35, which wasare shown in the exchange rate as of December 31, 2021. The 2020 amounts reported were converted to U.S. dollars using a rate of £1.00 to $1.37, which was the exchange rate as of December 31, 2020.table for 2022. |
The base salary for Mr. Sexton increased dueIn addition, in August 2022, Ms. Griebenow received a one-time cash retention bonus of $150,000. This retention bonus was subject to his assumptiona one-year service requirement to become fully earned, which was satisfied as of additional responsibilities and to align compensation more closely with comparative market data.August 31, 2023.
Annual Incentive Overview.The annual incentive, or bonus, component of the total compensation package paid to our named executive officersNEOs is designed to reward the achievement of key corporate and individual performance goals that drive our annual operating and financial results.
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The Compensation Committee established a target annual incentive opportunity for each of the named executive officersNEOs by considering market benchmark data derived from our peer group comparative market data, and an executive compensation survey, and separately by considering the following factors: | | | | Cboe Global Markets 2024 Proxy Statement | 49 |
The table below shows each named executive officer’s 2020NEO’s 2022 and 20212023 target annual incentive opportunity, shown as a percentage of salary, and the change in percentage points. | | | | | | | | | | | | 2022 Target Annual | | 2023 Target Annual | | | | | | | | Incentive | | Incentive | | | | | | | | Opportunity as | | Opportunity as | | | | Change in | | | | Percentage of | | Percentage of | | | | Percentage | | Named Executive Officer | | Base Salary | | Base Salary | | | | Points | | Fredric J. Tomczyk (1) | | — | % | | 165 | % | | — | pts | Jill M. Griebenow (1, 2) | | — | % | | 120 | % | | — | pts | David Howson | | 130 | % | | 135 | % | | 5 | pts | Christopher A. Isaacson | | 150 | % | | 150 | % | | — | pts | Catherine R. Clay (1, 3) | | — | % | | 100 | % | | — | pts | Edward T. Tilly | | 165 | % | | 165 | % | | — | pts | Brian N. Schell | | 140 | % | | 140 | % | | — | pts |
| | 2020 Target Annual | | 2021 Target Annual | | | | | | | | Incentive | | Incentive | | | | | | | | Opportunity as | | Opportunity as | | | | Change in | | | | Percentage of | | Percentage of | | | | Percentage | | Named Executive Officer | | Base Salary | | Base Salary | | | | Points | | Edward T. Tilly | | 165 | % | | 165 | % | | 0 | pts | Christopher A. Isaacson | | 150 | % | | 150 | % | | 0 | pts | Brian N. Schell | | 140 | % | | 140 | % | | 0 | pts | David Howson | | 110 | % | | 110 | % | | 0 | pts | Patrick Sexton | | 119 | % | | 120 | % | | 1 | pts |
| (1) | Mr. Tomczyk and Mses. Griebenow and Clay became NEOs for the first time in 2023, and thus no amounts are shown in the table for 2022. |
| (2) | Ms. Griebenow’s 2023 target annual incentive opportunity from January 1, 2023 through July 9, 2023 was 60% of her base salary, and then from July 10, 2023 through December 31, 2023 was 120% of her base salary. |
| (3) | Ms. Clay’s 2023 target annual incentive opportunity from January 1, 2023 through February 28, 2023 was 85% of her base salary, and then from March 1, 2023 through October 11, 2023 was 95% of her base salary, and then from October 12, 2023 through December 31, 2023 was 100% of her base salary. |
The target annual incentive opportunity for Mr. SextonHowson increased due to his assumption of additional responsibilities and to align compensation more closely with comparative market data. The Compensation Committee determines actual annual incentive bonus payouts based on achieved results measured against pre-established performance goals. The use of pre-established performance metrics and related goals creates an annual incentive plan that rewards our executive officers for strong performance, reduces payouts when performance does not meet target and eliminates payouts if performance does not meet threshold. In addition, the performance metrics and related goals create a structured, formulaic annual incentive plan—the executive officers know throughout the year what needs to be accomplished and what specific bonus dollar amounts can be earned at different performance levels. | | | 50 | Cboe Global Markets 2024 Proxy Statement | |
The following is a graphical depiction showing the formula used for determining annual incentive bonus payouts.  
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| Cboe Global Markets 2022 Proxy Statement
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As more fully described below, forFor the 20212023 annual incentive plan the Compensation Committee approved twothree types of performance metrics: (i) corporate financial performance metrics (weighted 70%) and, (ii) individual performance metrics (weighted 30%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 named executive officer’sNEO’s payout based on the assessment of the executive officer’sofficer’s actual performance measured against pre-established individual and DEI performance goals.
The Company will pay no annual incentive bonus to a named executive officer with respect to a corporate financial metric, if the actual performance for such corporate financial metric is below threshold. The following chart shows the bonus payout opportunity for each named executive officerNEO at various performance levels. | | | | | Target Annual | | | | | | | | | | | | | | | Incentive | | | | | | | | | | | | | | | Opportunity as | | Annual Bonus Payout | | | Base | | Percentage of | | Opportunity (1) | Named Executive Officer | | Salary (1) | | Base Salary | | Threshold | | Target | | Maximum | Fredric J. Tomczyk (2) | | $ | 288 | | 165 | % | | $ | 83 | | $ | 475 | | $ | 950 | Jill M. Griebenow (3) | | $ | 435 | | (3) | | | $ | 71 | | $ | 405 | | $ | 809 | David Howson | | $ | 625 | | 135 | % | | $ | 148 | | $ | 844 | | $ | 1,688 | Christopher A. Isaacson | | $ | 650 | | 150 | % | | $ | 171 | | $ | 975 | | $ | 1,950 | Catherine R. Clay (4) | | $ | 500 | | (4) | | | $ | 80 | | $ | 459 | | $ | 917 | Edward T. Tilly (5) | | $ | 1,265 | | 165 | % | | $ | 365 | | $ | 2,087 | | $ | 4,175 | Brian N. Schell (5) | | $ | 525 | | 140 | % | | $ | 129 | | $ | 735 | | $ | 1,470 |
| | | | | Target Annual | | | | | | | | | | | | | | | Incentive | | | | | | | | | | | | | | | Opportunity as | | Annual Bonus Payout | | | Base | | Percentage of | | Opportunity (1) | Named Executive Officer | | Salary (1) | | Base Salary | | Threshold | | Target | | Maximum | Edward T. Tilly | | $ | 1,265 | | 165 | % | | $ | 365 | | $ | 2,087 | | $ | 4,175 | Christopher A. Isaacson | | $ | 650 | | 150 | % | | $ | 171 | | $ | 975 | | $ | 1,950 | Brian N. Schell | | $ | 525 | | 140 | % | | $ | 129 | | $ | 735 | | $ | 1,470 | David Howson (2) | | $ | 567 | | 110 | % | | $ | 109 | | $ | 624 | | $ | 1,247 | Patrick Sexton | | $ | 415 | | 120 | % | | $ | 87 | | $ | 498 | | $ | 996 |
| (1) | In thousandsthousands. |
| (2) | Mr. Howson receivesTomczyk’s annual incentive payout opportunity is based on his cash compensation in British pounds. The amounts reported were converted to U.S. dollars usingbase salary, which started on September 18, 2023 at a rate of £1.00$1,000,000 on an annualized basis in connection with his appointment to $1.35, whichCEO. |
| (3) | Ms. Griebenow’s 2023 target annual incentive opportunity from January 1, 2023 through July 9, 2023 was the exchange rate as60% of her base salary, and then from July 10, 2023 through December 31, 2021.2023 was 120% of her |
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| base salary. Ms. Griebenow’s annual incentive payout opportunity takes into account her changes in base salary and annual incentive opportunities. The increase in annual base salary and annual incentive opportunity were in connection with Ms. Griebenow’s promotion. |
| (4) | Ms. Clay’s 2023 target annual incentive opportunity from January 1, 2023 through February 28, 2023 was 85% of her base salary, and then from March 1, 2023 through October 11, 2023 was 95% of her base salary, and then from October 12, 2023 through December 31, 2023 was 100% of her base salary. Ms. Clay’s annual incentive payout opportunity takes into account her changes in annual incentive opportunity. The increase in annual incentive opportunity from 85% to 95% was in connection with Ms. Clay’s assumption of additional responsibilities. The increase in annual incentive opportunity from 95% to 100% was in connection with Ms. Clay’s promotion. |
| (5) | Messrs. Tilly and Schell were ineligible for an annual bonus for fiscal year 2023. |
Corporate Financial Performance.For the 20212023 annual incentive plan, the Compensation Committee approved the following corporate financial performance metrics:metrics for Messrs. Tomczyk, Howson, Isaacson, Tilly, and Schell and Ms. Griebenow: (i) adjustedcorporate-wide net revenue (weighted 30%) and (ii) corporate-wide adjusted EBITDA and (iii) business unit performance. Given their corporate-wide responsibilities, business unit performance goals were not assigned to Messrs. Tilly or Isaacson.(weighted 40%). These performance metrics, in the aggregate, are weighted 70% of each named executive officer’sNEO’s target annual incentive opportunity. Financial performance metrics are also weighted 70% of Ms. Clay’s 2023 target annual incentive opportunity, consisting of corporate-wide and business unit financial metrics. The Compensation Committee approved thesethe following corporate performance metrics for Ms. Clay: (i) corporate-wide net revenue (weighted 15%), (ii) corporate-wide adjusted EBITDA (weighted 15%), (iii) business unit revenue (weighted 15% in the aggregate of the applicable business units), and (iv) business unit EBITDA or adjusted EBITDA (weighted 25% in the aggregate of the applicable business units). Given that a portion of Ms. Clay’s responsibilities focused on our DnA and Digital business units for approximately the first three quarters of the year, and our derivatives (U.S. options and futures) business units for approximately the last quarter of the year, the Compensation Committee assigned applicable business unit performance goals to Ms. Clay. The Compensation Committee approved the corporate financial performance metrics for the NEOs for the following reasons: to To align the interests of our executives with stockholders,
to To focus our executives on long-term growth by continuing to increase our revenue and earnings by increasing trading in our products,
to To allocate a larger weighting to adjusted EBITDA growth rather than to revenue growth because executives are able to influence itadjusted EBITDA growth to a largergreater degree than revenue growth, and
to To allocate different weightings of the corporate performance metrics based on whether an executive is a corporate or business unit leader, thereby driving the importance of certain metrics over which an executive has more impact.
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The following shows the corporate performance metrics and their relative weightings for 2021 for the named executive officers.
Named Executive Officer | | Adjusted Net Revenue | Adjusted EBITDA | | Business Unit Performance | Edward T. Tilly | | 25 | % | 45 | % | | — | % | Christopher A. Isaacson | | 25 | % | 45 | % | | — | % | Brian N. Schell | | 25 | % | 35 | % | | 10 | % | David Howson | | 15 | % | 15 | % | | 40 | % | Patrick Sexton | | 25 | % | 35 | % | | 10 | % |
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. | | | 52 | Cboe Global Markets 2024 Proxy Statement | |
NEOs’ 2023 Corporate-Wide Percentage Payout of Target For each named executive officer,NEO, the tablestable below showshows the corporate performance metric threshold, target, and maximum goals, actual performances and percentage payouts of target for 2021.2023. The tablestable below also showshows each officer’s 20212023 Percentage Payout of Target based on achieved performance. Messrs. Tilly’s and Isaacson’s 2021 Percentage Payout of Target
As officers withperformance, except that for Ms. Clay, the below only shows the payout relating to her corporate-wide responsibilities, Messrs. Tilly’s and Isaacson’s 2021 annual incentive awards were subject to achievement of adjusted net revenue and adjusted EBITDA for the Company performance goals.
Performance Metrics | | Weighting (1) | | Threshold* | | Target* | | Maximum* | | Actual* | | Percentage
Payout of
Target | Net Revenue | | 30% | | $ | 1,708 | | $ | 1,898 | | $ | 2,088 | | $ | 1,918 | | 110.0% | Adjusted EBITDA (2) | | 40% | | $ | 1,021 | | $ | 1,200 | | $ | 1,381 | | $ | 1,241 | | 122.7% |
Performance Metrics | | Weighting | | Threshold* | | Target* | | Maximum* | | Actual* | | Percentage
Payout of
Target | Adjusted Net Revenue (Company) (1) | | 25% | | $ | 1,242 | | $ | 1,380 | | $ | 1,518 | | $ | 1,459 | | 157% | Adjusted EBITDA (Company) (1) | | 45% | | $ | 749 | | $ | 881 | | $ | 1,013 | | $ | 984 | | 178% |
| (1) | For Ms. Clay, the weighting is Net Revenue (15%) and Adjusted net revenue and adjustedEBITDA (15%). |
| (2) | Adjusted EBITDA for the Company areis a non-GAAP measuresmeasure used by the Company and reconciliationsa reconciliation of actual performancesperformance to a GAAP measures aremeasure is provided in Appendix A. |
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| Cboe Global Markets 2022 Proxy Statement
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Mr. Schell’s 2021Ms. Clay’s 2023 Business Unit Percentage Payout of Target
As the Executive Vice President, Chief Financial OfficerGlobal Head of Derivatives and Treasurerformer Executive Vice President, Digital and an officer with corporate wide responsibilities, Mr. Schell’sData and Access Solutions (“DnA”), Ms. Clay’s annual incentive award was subject to the achievement of adjustedcorporate-wide net revenue and adjusted EBITDA for the Company(disclosed above) and the finance, facilities and administrative department budgetary goals. The specificbusiness unit goals for the department metrics are not disclosedDnA, Digital, U.S. options, and futures business units. The tables below show the business unit performance metric threshold, target, and maximum goals, actual performances and percentage payouts of target for competitive purposes.2023. For Ms. Clay, the following 2023 percentage payout of target based on achieved business unit performance is then prorated for approximately the first three-quarters of the year. | | | | | | | | | | | | | | | | | Business Unit Performance Metrics | | Weighting | | Threshold* | | Target* | | Maximum* | | Actual* | | Percentage
Payout of
Target | Net Revenue | | | | | | | | | | | | | | | | | DnA Net Revenue | | 12% | | $ | 450 | | $ | 529 | | $ | 608 | | $ | 529 | | 100.7% | Digital Net Revenue | | 3% | | $ | 7 | | $ | 8 | | $ | 9 | | $ | -5 | | 0% | EBITDA and Adjusted EBITDA (1) | | | | | | | | | | | | | | | | | DnA EBITDA (1) | | 20% | | $ | 364 | | $ | 455 | | $ | 546 | | $ | 464 | | 110.5% | Digital Adjusted EBITDA (1) | | 5% | | $ | -35 | | $ | -29 | | $ | -23 | | $ | -30 | | 86.5% |
| | | | | | | | | | | | | | | | | Performance Metrics | | Weighting | | Threshold* | | Target* | | Maximum* | | Actual* | | Percentage
Payout of
Target | Adjusted Net Revenue (Company) (1) | | 25% | | $ | 1,242 | | $ | 1,380 | | $ | 1,518 | | $ | 1,459 | | 157% | Adjusted EBITDA (Company) (1) | | 35% | | $ | 749 | | $ | 881 | | $ | 1,013 | | $ | 984 | | 178% | Finance | | 3% | | $ | — (2) | | $ | — (2) | | $ | — (2) | | $ | — (2) | | 113% | Facilities & Admin | | 7% | | $ | — (2) | | $ | — (2) | | $ | — (2) | | $ | — (2) | | 151% |
(1) | EBITDA and Adjusted net revenue and adjusted EBITDA, as applicable, for the Companybusiness units DnA and Digital are non-GAAP measures used by the Company and reconciliationsa reconciliation of actual performancesperformance to a GAAP measures aremeasure is provided in Appendix AA. |
(2) | Not disclosed for competitive purposes. | | | Cboe Global Markets 2024 Proxy Statement | 53 |
As leaderFor Ms. Clay, the following 2023 percentage payout of our European and Asia Pacifictarget based on achieved business units, Mr. Howson’s annual incentive award was primarily subject tounit performance is then prorated for approximately the achievementlast quarter of the European business unit and also subject to adjusted net revenue and adjusted EBITDA for the Company performance goals. Mr. Howson’s award was not subject to the achievement of the Asia Pacific business unit, because the acquisition of Chi-X Asia Pacific was completed in the second half of 2021.year.
| | | | | | | | | | | | | | | | | Business Unit Performance Metrics | | Weighting | | Threshold* | | Target* | | Maximum* | | Actual* | | Percentage
Payout of
Target | Net Revenue | | | | | | | | | | | | | | | | | U.S. Options Net Revenue | | 11.25% | | $ | 916 | | $ | 1,078 | | $ | 1,240 | | $ | 1,169 | | 156.7% | Futures Net Revenue | | 3.75% | | $ | 120 | | $ | 141 | | $ | 162 | | $ | 125 | | 45.0% | Adjusted EBITDA (1) | | | | | | | | | | | | | | | | | U.S. Options Adjusted EBITDA (1) | | 18.75% | | $ | 763 | | $ | 954 | | $ | 1,145 | | $ | 1,061 | | 156.0% | Futures Adjusted EBITDA (1) | | 6.25% | | $ | 109 | | $ | 136 | | $ | 163 | | $ | 123 | | 62.1% |
Performance Metrics (1) | | Weighting | | Threshold* | | Target* | | Maximum* | | Actual* | | Percentage
Payout of Target | Adjusted Net Revenue (Company) (2) | | 15% | | $ | 1,242 | | $ | 1,380 | | $ | 1,518 | | $ | 1,459 | | 157% | Adjusted EBITDA (Company) (2) | | 15% | | $ | 749 | | $ | 881 | | $ | 1,013 | | $ | 984 | | 178% | Adjusted Net Revenue (Europe) (3) | | 10% | | $ | 109 | | $ | 128 | | $ | 147 | | $ | 167 | | 200% | Adjusted EBITDA (Europe) (3) | | 30% | | $ | 36 | | $ | 45 | | $ | 54 | | $ | 91 | | 200% |
(1) | European performance goals were converted to U.S. dollars using a rate of £1.00 to $1.27, which was the budgeted exchange rate. The actual European business unit performance amounts reported were converted to U.S. dollars using a rate of £1.00 to $1.37, which was the average exchange rate for 2021. |
(2) | Adjusted net revenue and adjusted EBITDA for the CompanyU.S. options and futures business units are non-GAAP measures used by the Company and reconciliationsa reconciliation of actual performancesperformance to a GAAP measures aremeasure is provided in Appendix A. |
(3) | Adjusted net revenue and adjusted EBITDA for the European business unit are non-GAAP measures used by the Company and reconciliations of actual performances to GAAP measures are provided in Appendix A. |
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Mr. Sexton’s 2021 Percentage Payout of Target
As the Executive Vice President, General Counsel and Corporate Secretary, Mr. Sexton’s annual incentive award was subject to the achievement of adjusted net revenue and adjusted EBITDA for the Company and the legal department budgetary goals. The specific goals for the department metrics are not disclosed for competitive purposes.
| | | | | | | | | | | | | | | | | Performance Metrics | | Weighting | | Threshold* | | Target* | | Maximum* | | Actual* | | Percentage
Payout of Target | Adjusted Net Revenue (Company) (1) | | 25% | | $ | 1,242 | | $ | 1,380 | | $ | 1,518 | | $ | 1,459 | | 157% | Adjusted EBITDA (Company) (1) | | 35% | | $ | 749 | | $ | 881 | | $ | 1,013 | | $ | 984 | | 178% | Legal | | 10% | | $ | — (2) | | $ | — (2) | | $ | — (2) | | $ | — (2) | | 110% |
(1) | Adjusted net revenue and adjusted EBITDA for the Company are non-GAAP measures used by the Company and reconciliations of actual performances to GAAP measures are provided in Appendix A. |
(2) | Not disclosed for competitive purposes. |
The achievement of adjusted net revenue, adjusted EBITDA, and DnA, Digital, U.S. options, and futures business unit performances are measured as of December 31, 2021.2023. The target 2023 net revenue, adjusted EBITDA, and DnA, Digital, U.S. options, and futures business unit performance projections were presented to and reviewed by the Board as part of the Company’s annual budgeting process. Adjustments to the target corporate-wide adjusted EBITDA and DnA, Digital, U.S. options, and futures EBITDA and adjusted EBITDA, as applicable, business unit performance projections were further reviewed in February 2024 by the Board. The adjusted EBITDA projection for the Company excludes the performance of our minority investment in 7Ridge Fund (which owns Trading Technologies), since earnings related to investments do not reflect actual corporate performance. The Digital, U.S. options, and futures adjusted EBITDA business unit performance projections were adjusted to account for organizational changes that occurred in 2023 and exclude allocated expenses from the corporate segment in order to better reflect organizational oversight. In February 2022,2024, the Board approved the actual performances of adjustedthe corporate-wide net revenues,revenue, corporate-wide adjusted EBITDA department budgets, and the EuropeanDnA, Digital, U.S. options, and futures business unit.units. The actual adjusted net revenue and adjusted EBITDA results for the Company exclude our divestiture of ETF.com and our acquisition of Chi-X Asia Pacific. The actual performance results exclude our divestiture and acquisition in order to allow for a more comparable measure of actual performance against the pre-established corporate performance metric goals, which were based on the 2021 annual budget that was developed prior to, and does not include, the divestiture and the acquisition.
Individual Performance.Performance.For the 20212023 annual incentive plan, individual performance goals comprised 30%20% of each named executive officer’sNEO’s target annual incentive opportunity, except for Mr. Tomczyk and Ms. Griebenow. Due to Mr. Tomczyk’s appointment to CEO late in the fiscal year in September 2023, his individual performance goals comprised 30% of his target annual incentive opportunity. Ms. Griebenow’s individual performance goals comprised 30% of her target annual incentive opportunity for approximately the first half of 2023, and 20% of her target annual incentive opportunity for approximately the second half of 2023. Based upon the level of achievement for the individual performance goals, the Compensation Committee determined the payout percentage of target annual incentive award opportunity for individual performance for each named executive officer.NEO. | | | 4854
| Cboe Global Markets 20222024 Proxy Statement | |
Early in 2021,In 2023, with respect to each NEO, the Compensation Committee set the following corporate strategic goals and considered, among other items, the following achieved performance in 2021:2023:
| | | Goal |
| Performance | BuildCreate World-Class Employee Experience
Enhance our employee experience through improved culture and continuecommunications to strengthen a strong performance culture that attracts, engages, developsachieve satisfaction, engagement, career development and retains diverse talent retention
|
| ● Regular communications with employees, such as townhalls, weekly letters, and fireside chats ● Completed and analyzed employee engagement survey, while improving engagement scores ● Completed and started to implementanalyzed employee pulse engagement survey around the time of the CEO leadership trainings,transition ● Launched new employee leadership training program ● Launched new employee resource groups and increased engagement and participation in such as Cboe Leads
● Increased the representation of underrepresented minorities ● Emphasized the importance of employee mental health ● Held routine succession planning meetings to determine appropriate talent pipeline, including a focus on diverse talent
● Increased focus on and tracking of the employment and hiring of diverse talent ● Awarded 7 full-ride college scholarships through Cboe Empowers, a community engagement program ● Named best places to work by third parties
| DeployFocus on Client Driven Solutions
Listen to our core strengthscustomers to develop and deploy smart, innovative products and services to address their needs and support efficient markets | ● Launched Cboe S&P 500 Dispersion Index, a volatility index designed to measure expected dispersion in the S&P 500 Index (SPX) ● Launched the 1-Day Volatility Index, designed to measure volatility over the current trading day ● Launched new Credit VIX Indices, designed to provide a VIX Index-like measure for credit market volatility ● Cboe Europe continued to be the mutual benefit of indexlargest Pan-European equities exchange ● Cboe FX grew market share and product partners, customers, and investors |
| Continued product innovation with the launch of mini-options on the Russell 2000 Index
Launched 24x5successfully commenced trading on VIXa new UST platform● Launched a new global listing offering for companies and SPX optionsStarted distributing real-time data via Cboe Global Cloud
● Provided world class education on our products through virtual conferences, including a Risk Management Conference in Austin
|
| | | | Growth initiative performance, organic and inorganicCboe Global Markets 2024 Proxy Statement
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Mergers and Acquisitions Excellence Ensure integration excellence for customers of newly acquired companies and all employees, new and existing; effectively deploy capital to increase Company’s long-term return on invested capital. | ● Continued favorable post close employee engagement scores ● Focused on integrations, re-platforming, and migrations of acquisitions, including successful migration of Cboe Australia and Cboe Japan to Cboe technology ● Integrated NEO and MatchNow into the Cboe Canada framework ● Reviewed mergers and acquisitionacquisitions performance and strategy
| Expand & Enhance Global Derivatives Offering Acquired companies that accelerated diversification of geographicBroaden global footprint and asset class offeringsaccess for all new and existing derivatives products and platforms
Focused on growing organic revenue
| ● Expanded S&P 500 Index (SPX) options use with zero days to expiration (0-DTE) options ● Drove increased sales growth ● Set several volume records in Cboe’s proprietary product suite ● Cboe Labs continued to enhance and recurring non-transaction revenuegenerate new tradable products ● Implemented market structure enhancements ● Cboe Europe Derivatives Exchange launched new single stock options ● Grew Cboe Bids internationally, with launches in Australia and Japan | Established newExpand Global Data and Access Solutions DivisionFootprint
Grow non-transaction revenue globally | ● Global Index Platform expanded to help integrate Cboe’s suite of data solutions, analytics and indices, with itsEuropean Union ● Working to release Cboe One Options Feed, a new real-time U.S. options market data servicessolution ● Continued expansion of Cboe Global Cloud content and customers globally ● Grew Cboe DataShop offerings | Broaden geographic reach
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| Launched pan-European derivatives in 2021
Acquired companies that increased geographic presence in Asia Pacific region
|
The Compensation Committee received input from Mr. TillyTomczyk regarding the individual performances and recommendations regarding incentive compensation of the executive officers.officers (other than himself), including Messrs. Howson and Isaacson and Mses. Griebenow and Clay. The Compensation Committee, with input from the Board, also evaluated the individual performance of Mr. Tilly.Tomczyk. More specifically, with respect to Messrs. Tomczyk, Howson, and Isaacson, the Compensation Committee set the following individual goals and considered, among other items, the following achieved performance in 2023. | | | 56 | Cboe Global Markets 20222024 Proxy Statement | | 49
The table below shows Mr. Tilly’sTomczyk’s individual goals and achieved performance highlights in 2021.2023. | | | Goal | Performance | Manage the Company and its affiliates to achieve the corporate strategic goals, with a focus on long-term shareholder value | ● As discussed above and in “2023 Business Highlights,” overall, substantially performed on targeted 2023 strategic goals | Lead the organization through the CEO transition and help ensure retention of key talent, nurturing and developing the senior leadership team | ● Managed employee retentions and transitions ● Held succession planning meetings to determine appropriate talent pipeline and retention risk ● Identifying and developing a successor talent bench across critical positions ● Traveled to international offices to meet with employees | Review and sharpen the Company’s long-term strategy | ● Engaged with customers and stockholders at investor and industry conferences, and by participating in informational fireside chats, conducting investor road shows, and hosting meetings ● Reviewed the Company’s long-term strategy with senior leadership team | Embrace a culture that promotes honesty, diversity and ethical conduct in all of our business endeavors and transactions | ● Held trainings to help promote integrity, diversity and ethical conduct | Deepen our long-term business relationships with key index and product partners | ● Met locally and traveled to international offices to meet with index and product partners | Work with the Compensation Committee and the Board to enhance the Company’s succession plan for senior management positions with specific focus on the CEO role | ● Held succession planning meetings with Compensation Committee and Board ● Reviewed and tracked diversity metrics, including related to promotions and retentions |
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The table below shows Mr. Howson’s individual goals and achieved performance highlights in 2023. | | Goal | Performance | Manage the Company and its affiliates to achieve the corporate strategic goals listed above |
| ● As discussed above and in “2021“2023 Business Highlights,” overall, substantially performed on targeted 20212023 strategic goals
| Manage internal and external communications through a revitalized investor relations strategy to positively impact the investment community, government and the public to promote integrity of the markets and confidence in our innovation superiority and products
|
| Engaged with holders of approximately 25% percent of our common stock outstanding at virtual investor and industry conferences, and by participating in informational fireside chats, conducting telephonic investor road shows, and hosting telephonic meetings
Hosted first ever Investor Day, with nearly 200 analysts participating
Met with government officials ranging from U.S. Congressional representatives to SEC and CFTC officials
| Manage business continuity with scalable, efficient growth in key departments
|
| Held routine succession planning meetings to determine appropriate talent pipeline and retention risk
| Execute against the Company’s succession plan with heightened focus on diversity
|
| Held succession planning meetings with Compensation Committee and Board
Identified and developed a successor talent bench across critical positions
|
The table below shows Mr. Isaacson’s individual goals and achieved performance highlights in 2021.
| | | Goal
|
| Performance
| Manage the Company and its affiliates to achieve the corporate strategic goals listed above
|
| As discussed above and in “2021 Business Highlights,” overall, substantially performed on targeted 2021 strategic goals
| Effectively communicate with the investment community, customers, and the public so as to cultivate a loyal stockholder and customer base
|
| ● Engaged with holders of approximately 25% percent of our common stock outstandingcustomers and stockholders at virtual investor and industry conferences, and by participating in informational fireside chats, conducting telephonic investor road shows, and hosting telephonic meetings Hosted first ever Investor Day,
● Met with nearly 200 analysts participating
● Continued open dialogue with customers and investors
| Mergers and acquisitions global excellence including effective integration | ● Chaired securities exchanges, CFE, SEF, and Cboe Canada boards ● Oversaw leadership transitions in Asia Pacific region and Cboe Clear Europe ● Expanded BIDS Trading to Cboe Japan and Cboe Australia ● Completed technology migrations of Cboe Australia and Cboe Japan | Manage the operationdevelopment and execution of customer led innovations and solutions across business lines | ● Continued growth and expansion of global client coordination model ● Grew derivatives business and defended equities business ● Global business lines introduced wide range of differentiated new features, offerings, and market structure changes ● Cboe FX grew market share and successfully commenced trading on a new UST platform ● Launched a new global listing offering for companies and ETFs of the Company and its affiliates to ensure reliable and efficient service atpurpose-driven innovation economy ● Provided world class education on our products through conferences, including a competitive cost |
| Prudent expense growth to help fuel revenue growth
Continued seamless work from home for global associate base without business disruption
Risk Management Conference in Austin |
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| Cboe Global Markets 20222024 Proxy Statement | |
Maintain a high level of systems performance and availability while driving innovation
|
| Integrating our information solutions acquisitions, Hanweck, FT Options, and Trade Alert, MATCHNow, BIDS Trading, and Chi-X Asia Pacific
Seamless 24x5 launch of VIX and SPX options trading with immediate usage
Started distributing real-time data via Cboe Global Cloud
100% uptime across 20 of our 23 markets, including all Cboe’s regulated exchanges globally in 2021, a year marked by continued volatility, volume, and system messaging
| Assess risks to the Company and ensure they are monitored and minimized
|
| Reviewed and analyzed enterprise risk management program on a periodic basis with key Company leaders and the Risk Committee, including emerging risks due to COVID-19 global pandemic, human capital, supply chain disruption, and numerous acquisitions
Implemented new global risk framework that includes enhancements to the articulation of risk tolerance and risk appetite
Implemented additional metrics that are updated on a recurring basis to help inform our risk profile
Integrated newly acquired entities into our enterprise risk management program
| Ensure recruitment, retention and rewarding of key,diverse, top performing diverse talent and institutional knowledge by maintainingdriving overall engagement and innovation, including during integration of any mergers and acquisitionacquisitions |
| ● Held routine succession planning meetings to determine appropriate talent pipeline, including focus on recruitment and retention of key, diverse talent through the integrationthroughout 2023 ● Successfully implemented full department reorganization and multiple leadership transitions, including a new President of several acquisitionsCboe Clear Europe, a new Global Head of Derivatives, a new Global Head of Data and organic growth in 2021
● Continued to maintain high associateemployee retention and engagement, despite highly competitive job market and leadership transitions ● Engaged, participated, or supported various mentorship and employee resource groups
| Execute on Cboe ESG Goals | ● Released updated and enhanced ESG Report ● Continued to champion net-zero and corporate sustainability efforts |
The table below shows Mr. Isaacson’s individual goals and achieved performance highlights in 2023. | | Goal | Performance | Manage the Company and its affiliates to achieve the corporate strategic goals listed above | ● As discussed above and in “2023 Business Highlights,” overall, substantially performed on targeted 2023 strategic goals | Effectively communicate with the investment community, customers, and the public so as to cultivate a loyal stockholder and customer base and promote trusted markets | ● Engaged with stockholders at investor and industry conferences, and by participating in informational fireside chats, conducting investor road shows, and hosting meetings ● Continued open dialogue with customers and investors | M&A global excellence including effective integration | ● Chaired or participated as a member of the Cboe Japan, Cboe Australia, and Digital boards ● Completed technology migrations of Cboe Australia and Cboe Japan ● Rolled out enterprise risk management program framework across acquisitions ● Oversaw leadership transitions and workforce realignment in Asia Pacific region and Cboe Canada |
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Manage the operation of the Company and its affiliates to ensure reliable, efficient, and innovative service at a competitive cost. Maintain a high level of systems performance and availability while driving innovation and merger and acquisition integrations | ● Continued monitoring of EBITDA margins ● Weekly software releases continued across our platforms, executing against strategic technology roadmap ● 100% uptime across 24 of our 27 markets in 2023, another year marked by continued increased volume and system messaging ● Significant exchange platform upgrades, increased SPX and SPXW capacity, and index platform expansion ● Cboe Global Cloud continued expansion and growth ● Exploration of emerging technologies, such as artificial intelligence ● Supported global business lines’ introductions of a wide range of differentiated new features, offerings, and market structure changes ● Prudent expense growth and monitoring to help fuel revenue growth | Assess risks to the Company and ensure they are monitored and minimized | ● Rolled out enterprise risk management program framework across acquisitions ● Reviewed and analyzed enterprise risk management program on a periodic basis with key Company leaders and the Risk Committee ● Implemented additional metrics that are updated on a recurring basis to help inform our risk profile ● Conducted cyber security incident response exercises | Ensure recruitment, retention and rewarding of diverse, top performing talent and institutional knowledge by driving overall engagement and innovation, including during integration of any mergers and acquisitions | ● Held routine succession planning meetings to determine appropriate talent pipeline, including focus on recruitment and retention of key, diverse talent throughout 2023, including the leadership transitions ● Successfully implemented multiple leadership transitions, including a new COO of APAC, a new Head of Infrastructure, and a new Head of DnA Technology ● Oversaw workforce realignment in Asia Pacific region ● Continued to maintain high employee retention and engagement, despite competitive job market and leadership transitions ● Helped design and launch new leadership development program |
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Execute on Cboe ESG Goals | ● Released updated and enhanced ESG Report ● Continued to champion net-zero and corporate sustainability efforts, including working with third party vendors |
The Compensation Committee did not evaluate Messrs. Tilly’s and Schell’s performances as they forfeited their bonuses in connection with their respective resignations. In addition to contributions to corporate performance, in determining the achievement of NEOs’ 2023 performance, the Compensation Committee considered the following individual contributions: Ms. Griebenow: As discussed above and in “2023 Business Highlights,” overall, substantially performed on targeted 2023 strategic goals; issued financial statements in a timely and accurate manner; refreshed the capital allocation framework; increased focus on disciplined expense management; engaged with stockholders at investor and industry conferences, and by participating in informational fireside chats, conducting investor road shows, and hosting meetings; continued open dialogue with customers and investors; developed succession plans and successfully implemented employee transitions, including transitioning the treasurer role; released updated and enhanced ESG Report; and continued to champion net-zero and corporate sustainability efforts, including with respect to external reporting. Ms. Clay: Led three of the Company’s business divisions, including DnA, Digital, and derivatives; while the leader of the Digital division began researching tokenization, onboarded firms in anticipation of the launch of margin futures, and reviewed Digital’s strategy; while the leader of the DnA division reviewed potential strategic acquisitions, led global expansion of the business, and introduced or initiated the introduction of a wide range of differentiated new features and offerings, including adding data sets into Cboe Global Cloud; embarked on a global listening tour to help develop strategy for the new Global Derivatives division; and successfully implemented employee transitions. Based on, among other items, the above factorsperformances, 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 named executive officer’sNEO’s target annual incentive award opportunity. Such individual performance payouts ranged from 110%105% to 130%137.5% of target. DEI Performance. For the 2023 annual incentive plan, DEI performance goals comprised 10% of each NEO’s target annual incentive opportunity, except for Mr. Tomczyk and Ms. Griebenow. Due to Mr. Tomczyk’s appointment to CEO late in the fiscal year in September 2023, he was not subject to DEI performance goals. Ms. Griebenow only became subject to DEI performance goals following her appointment to the role of CFO in July, at which point these goals comprised 10% of her target annual incentive opportunity. DEI performance was evaluated 50% on overall Cboe performance and 50% on the NEO’s performance related to their functions of responsibility. Based upon the level of achievement for the DEI performance goals, the Compensation Committee determined the payout percentage of target annual incentive award opportunity for DEI performance for each NEO. | | | | Cboe Global Markets 2024 Proxy Statement | 61 |
The Compensation Committee set the following DEI goals with respect to overall Cboe performance and considered, among other items, the following achieved performance: | | Goal | Performance | Improve the representation of women globally and historically underrepresented groups in the U.S., both within function of responsibility and across the Company as a whole, through retention and attraction | ● Held routine succession planning meetings to determine appropriate talent pipeline, including a focus on diverse talent ● Increased focus on and tracking of the employment and hiring of diverse talent ● Engaged in recruiting efforts to increase pool of potentially diverse candidates ● Increased representation of women globally and historically underrepresented groups in the U.S. | Execute on all other social impact goals as identified in the Company’s annual ESG report (See “Corporate Governance—Corporate Social Responsibility” for more information about the Company’s ESG report) | ● Released updated and enhanced ESG Report ● Continued to champion employee wellbeing | Foster a culture of inclusion and belonging for all | ● Regular communications with employees, such as townhalls, weekly letters, and fireside chats ● Completed and analyzed employee engagement survey, while improving engagement scores ● Completed and analyzed employee pulse engagement survey around the time of the CEO leadership transition ● Increased number of employee resource groups and their engagement |
In addition to overall Cboe DEI performance, in determining the payout percentage, the Compensation Committee considered each NEO’s individual level of performance on a qualitative basis based on a number of indicia of DEI performance, such as the particular NEO’s leadership or sponsorship of DEI initiatives and other charitable and community programs and changes in representation of women globally and historically underrepresented groups in the U.S. within that NEO’s areas of responsibility. Based on, input from Mr. Tomczyk regarding each NEO’s performance (other than himself), and their respective evaluations, the Compensation Committee and the Board, as applicable, determined the payout percentage for DEI performance of each NEO’s target annual incentive award opportunity. The DEI performance payout portion with respect to Cboe’s overall performance was 80% of target. Further, the DEI performance payouts with respect to each NEO’s performance was 99% of target. | | | 62 | Cboe Global Markets 20222024 Proxy Statement | | 51
Actual Performance and Payouts. For 2021,2023, the following table shows the combined payout percentage for corporate, individual, and individualDEI performance of each named executive officer’sNEO’s target annual incentive award opportunity. The “Non-Equity Incentive Plan Compensation” column of the Summary Compensation TableSCT below reflects amounts paid under the annual incentive plan. | | 2023 Target Annual | | | | | Incentive | | 2023 Percentage | | | Opportunity as | | Payout of | | | Percentage of | | Target Incentive | Named Executive Officer | | Base Salary | | Opportunity | Fredric J. Tomczyk (1) | | 165% | | 123% | Jill M. Griebenow (2) | | 120% | | 112% | David Howson | | 135% | | 116% | Christopher A. Isaacson | | 150% | | 116% | Catherine R. Clay (3) | | 100% | | 110% | Edward T. Tilly (4) | | 165% | | n/a | Brian N. Schell (4) | | 140% | | n/a |
| | 2021 Target Annual | | | | | Incentive | | 2021 Percentage | | | Opportunity as | | Payout of | | | Percentage of | | Target Incentive | Named Executive Officer | | Base Salary | | Opportunity | Edward T. Tilly | | 165% | | 152% | Christopher A. Isaacson | | 150% | | 152% | Brian N. Schell | | 140% | | 149% | David Howson | | 110% | | 169% | Patrick Sexton | | 120% | | 145% |
| (1) | Mr. Tomczyk was appointed to succeed Mr. Tilly effective September 18, 2023. |
| (2) | Ms. Griebenow was appointed to succeed Mr. Schell effective July 10, 2023. For approximately the first half of 2023 Ms. Griebenow’s target annual opportunity was 60%, and for approximately the second half of 2023 it was 120% following her promotion. |
| (3) | For approximately the first two months of 2023, Ms. Clay’s target annual opportunity was 85%, for approximately the next seven months, it was 95%, and for approximately the last quarter of 2023 it was 100% following her promotion. |
| (4) | Messrs. Tilly and Schell each forfeited their 2023 annual incentive opportunity in connection with each NEO’s resignation. |
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, restricted stock units,RSUs, and options. Stock options were not featured in our long-term incentive program in 2021.2023. The Compensation Committee believes that equity awards assist us in meeting the following goals: aligning Aligning the financial interests of our executive officers with the interests of our stockholders;
aligning Aligning our executive compensation with that of our peers in terms of components and value;
providing Providing competitive compensation to assist in retaining highly skilled and qualified executives; and
deferring a significant portion of total compensation to the future, providing Providing strong retentive value and linking the ultimate value of the award to our future stock price.
20212023 Grants. For 2021,Other than for Mr. Tomczyk, for 2023, the Compensation Committee set each named executive officer’s 2021NEO’s 2023 target long-term incentive value based on comparative peer group and executive compensation survey market data and individual performance. Once the Compensation Committee set the target long-term incentive value for each named executive officer,NEO (other than Mr. Tomczyk), one-half of the target value was granted in the form of time-based RSUs and one-half of the target value was granted in the form of PSUs. As discussed
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in more detail below, 100% of Mr. Tomczyk’s long-term incentive opportunity for 2023 and 2024 was awarded in the form of time-based RSUs. Time-Based Restricted Stock Units.Time-based RSUs comprise 50% of each named executive officer’s 2021NEO’s 2023 total target long-term incentive award value. These RSUs are subject to a three-year3 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 named executive officer’s 2021NEO’s 2023 total target long-term incentive award value. As described below, one-half of PSU grants are subject to the achievement of relative TSR measured against pre-determined relative performance goals and one-half of PSU grants are subject to the achievement of EPS measured against pre-determined performance goals, both over a
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| Cboe Global Markets 2022 Proxy Statement
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three-year 3 year performance period. The PSU grants cliff-vest following the completion of the three-year3 year performance period, to the extent performance goals are achieved.
| o | Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return (“PSUs-TSR”). 25% of the 20212023 total target long-term incentive award value is subject to the achievement of relative TSR measured against pre-determined relative performance goals over a three-year3 year performance period. The number of PSUs-TSR that will vest at the end of the three-year3 year performance period will vary from 0% to 200% of the target number of PSUs-TSR granted to each named executive officer,NEO, based on our TSR relative to the TSR for the S&P 500 Index during the three-year3 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. |
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. | o | Performance-Based Restricted Stock Units subject to Earnings Per Share (“PSUs-EPS”). 25% of the 20212023 total target long-term incentive award value is subject to the achievement of cumulative EPS measured against pre-determined performance goals over a three-year3 year performance period. The number of PSUs-EPS that will vest at the end of the three-year3 year performance period will vary from 0% to 200% of the target number of PSUs-EPS granted to each named executive officer,NEO, based on our cumulative EPS during the three-year3 year performance period, as adjusted for certain extraordinary, unusual or non-recurring items. The Compensation Committee selected the cumulative EPS performance metric to encourage management to continue growing the business and increasing trading and listings on our exchanges. Because of the operating leverage inherent in our business, the Compensation Committee believes that EPS growth over the next three years is an appropriate performance measure for these awards. |
The Compensation Committee selected the cumulative EPS performance metric to encourage management to continue growing the business and increasing trading and listings on our exchanges. Because of the operating leverage inherent in our business, the Compensation Committee believes that EPS growth over the next 3 years is an appropriate performance measure for these awards. PSUs-TSR and PSUs-EPS are equally weighted to encourage management to maintain an equal focus on enhancing Company TSR and profitably grow the Company to increase EPS. The Company will settle vested RSUs and PSUs in shares of the Company’s common stock. For each vested RSU or PSU, the named executive officerNEO will receive one share of our common stock. To receive shares earned under RSUs and PSUs, a named executive officeran NEO must be continuously employed during the applicable service period or | | | 64 | Cboe Global Markets 2024 Proxy Statement | |
performance period. Vesting of RSUs and PSUs will be accelerated in the event of a change in control followed by a qualified termination or in the event of a participant’s earlier death, disability or qualified retirement. Messrs. Tilly, Schell, and Sexton are Ms. Clay is entitled to acceleration of vesting in full of RSU awards and full or pro-rata vesting of certain PSU awards, as applicable, because they haveshe has satisfied, as of December 31, 2021,2023, the retirement requirements of 55 years of age and 10 years of service.
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|
Please see above “Executive Compensation Program Practices—Compensation Refinements” for recent updates to retirement provisions in RSUs and PSUs. 2023 Time-Based RSU Grants.The following table shows the target equity award value and number of time-based RSUs that were granted to each named executive officerNEO on February 19, 2021.2023. The target equity award value and the closing share price on February 11, 20219, 2023 were used to calculate the number of sharesRSUs that were granted on February 19, 2021.2023. In 2023, Mr. Tomczyk received a long-term equity award of RSUs for his appointment to CEO for the reasons set forth below under “Long-Term Incentive Plan—2023 Special One-Time, Mr. Tomczyk CEO Appointment, and Promotion Grants—Mr. Tomczyk’s CEO Appointment Grant.” Named Executive Officer | # of Shares | | Target Value of Stock | # of RSUs | | Target Value of RSUs | Jill M. Griebenow | | 1,294 | | $ | 162,500 | David Howson | | 10,994 | | $ | 1,381,250 | Christopher A. Isaacson | | 7,462 | | $ | 937,500 | Catherine R. Clay | | 2,587 | | $ | 325,000 | Edward T. Tilly | 28,113 | | $ | 2,474,000 | 26,457 | | $ | 3,324,000 | Christopher A. Isaacson | 10,654 | | $ | 938,000 | | Brian N. Schell | 8,949 | | $ | 788,000 | 6,965 | | $ | 875,000 | David Howson | 7,671 | | $ | 675,000 | | Patrick Sexton | 3,836 | | $ | 337,500 | |
2023 Performance-Based RSU Grants.The following table shows the target equity award value and number of PSUs (tied to TSR and EPS performance) that were granted to each named executive officerNEO on February 19, 20212023 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 11, 20219, 2023 were used to calculate the number of sharesPSUs that were granted on February 19, 2021.2023. Mr. Tomczyk did not receive any PSU awards in 2023. | | | | # of PSUs | | Target Value of PSUs | | | | | Threshold | | Target | | Maximum | | | Named Executive Officer | | Performance Metric | | (50% Payout) | | (100% Payout) | | (200% Payout) | | | Jill M. Griebenow | | 2023-2025 TSR | | 324 | | 647 | | 1,294 | | $ | 81,250 | | | 2023-2025 EPS | | 324 | | 647 | | 1,294 | | $ | 81,250 | David Howson | | 2023-2025 TSR | | 2,749 | | 5,497 | | 10,994 | | $ | 690,625 | | | 2023-2025 EPS | | 2,749 | | 5,497 | | 10,994 | | $ | 690,625 | Christopher A. Isaacson | | 2023-2025 TSR | | 1,866 | | 3,731 | | 7,462 | | $ | 468,750 | | | 2023-2025 EPS | | 1,866 | | 3,731 | | 7,462 | | $ | 468,750 | Catherine R. Clay | | 2023-2025 TSR | | 647 | | 1,294 | | 2,588 | | $ | 162,500 | | | 2023-2025 EPS | | 647 | | 1,294 | | 2,588 | | $ | 162,500 | Edward T. Tilly | | 2023-2025 TSR | | 6,615 | | 13,229 | | 26,458 | | $ | 1,662,000 | | | 2023-2025 EPS | | 6,615 | | 13,229 | | 26,458 | | $ | 1,662,000 | Brian N. Schell | | 2023-2025 TSR | | 1,741 | | 3,482 | | 6,964 | | $ | 437,500 |
| | | | # of Shares | | Target Value of Stock | | | | | Threshold | | Target | | Maximum | | | Named Executive Officer | | Performance Metric | | (50% Payout) | | (100% Payout) | | (200% Payout) | | | Edward T. Tilly | | 2021-2023 TSR | | 7,028 | | 14,057 | | 28,113 | | $ | 1,237,000 | | | 2021-2023 EPS | | 7,028 | | 14,057 | | 28,113 | | $ | 1,237,000 | Christopher A. Isaacson | | 2021-2023 TSR | | 2,664 | | 5,327 | | 10,654 | | $ | 469,000 | | | 2021-2023 EPS | | 2,664 | | 5,327 | | 10,654 | | $ | 469,000 | Brian N. Schell | | 2021-2023 TSR | | 2,237 | | 4,475 | | 8,949 | | $ | 394,000 | | | 2021-2023 EPS | | 2,237 | | 4,475 | | 8,949 | | $ | 394,000 | David Howson | | 2021-2023 TSR | | 1,918 | | 3,836 | | 7,671 | | $ | 337,500 | | | 2021-2023 EPS | | 1,918 | | 3,836 | | 7,671 | | $ | 337,500 | Patrick Sexton | | 2021-2023 TSR | | 959 | | 1,918 | | 3,836 | | $ | 168,750 | | | 2021-2023 EPS | | 959 | | 1,918 | | 3,836 | | $ | 168,750 |
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| | 2023-2025 EPS | | 1,741 | | 3,482 | | 6,964 | | $ | 437,500 |
The following table displays the threshold, target, and maximum performance goals for the PSU awards granted in 2021,2023, measured over the performance period beginning on January 1, 20212023 and ending on December 31, 2023.2025. | | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | | (50% Payout) | | (100% Payout) | | (200% Payout) | | (50% Payout) | | (100% Payout) | | (200% Payout) | Relative TSR Compared to S&P 500 | | 20th Percentile | | 50th Percentile | | 80th Percentile | | 25th Percentile | | 50th Percentile | | 75th Percentile | Cumulative EPS | | $17.28 | | $18.83 | | $20.48 | | $22.72 | | $24.76 | | $26.93 |
For performance levels that fall between the goals shown above, the percentage of PSUs that vest will be determined by straight line interpolation, provided that no PSUs will vest if the performance does not equal or exceed the threshold amount. 2023 Special One-Time, Mr. Tomczyk CEO Appointment, and Promotion Grants. In 2023, the Compensation Committee and the Board, as applicable, granted the following special one-time equity awards (“Special Grants”) to Mr. Schell and Ms. Clay, an equity award to Mr. Tomczyk, and promotion related equity awards (“Promotion Grants”) to Mses. Griebenow and Clay. Mr. Schell’s and Ms. Clay’s Special One-Time Grants The Compensation Committee and the Board, as applicable, granted the Special Grants to further align the interests of Mr. Schell and Ms. Clay with stockholders, recognize additional responsibilities, and provide an additional retention incentive. Mr. Schell received Special Grants in February in the form of PSUs. The following table shows the target equity award value and number of PSUs (tied to TSR and EPS performance) that were granted to Mr. Schell on February 19, 2023. The target equity award value and the closing share price on February 9, 2023 were used to calculate the number of PSUs that were granted on February 19, 2023. | | | | # of PSUs | | Target Value of PSUs | | | | | Threshold | | Target | | Maximum | | | Named Executive Officer | | Performance Metric | | (50% Payout) | | (100% Payout) | | (200% Payout) | | | Brian N. Schell | | 2023-2025 TSR | | 498 | | 995 | | 1,990 | | $ | 125,000 | | | 2023-2025 EPS | | 498 | | 995 | | 1,990 | | $ | 125,000 |
The following table displays the threshold, target, and maximum performance goals for these PSU awards granted in 2023, measured over the performance period beginning on January 1, 2023 and ending on December 31, 2025. | | | | | | | | | Threshold | | Target | | Maximum | | | (50% Payout) | | (100% Payout) | | (200% Payout) | Relative TSR Compared to S&P 500 | | 25th Percentile | | 50th Percentile | | 75th Percentile | Cumulative EPS | | $22.72 | | $24.76 | | $26.93 |
For performance levels that fall between the goals shown above, the percentage of PSUs that vest will be determined by straight line interpolation, provided that no PSUs will vest if the performance does not equal or exceed the threshold amount. These special equity incentive awards do not provide for qualified retirement eligibility. The following table shows the target equity award value and number of time-based RSUs of the Special Grant that were granted to Ms. Clay on November 19, 2023. The value of the award was set with the intent to incentivize Ms. Clay to take on additional responsibilities. The target equity award value and the closing share price on November 19, 2023 were used to calculate the number of RSUs that were | | | 5466
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2019 PSUgranted on November 19, 2023. These RSUs will cliff-vest in full on November 19, 2026, subject to Ms. Clay’s continuous employment with the Company through such date. These special equity incentive awards do not provide for qualified retirement eligibility.
| | | | | | Named Executive Officer | | # of RSUs | | Target Value
of RSUs | Catherine R. Clay | | 2,831 | | $ | 500,000 |
Mr. Tomczyk’s CEO Appointment Grant In connection with Mr. Tomczyk’s appointment to CEO, in October he received a grant of RSUs. The following table shows the target equity award value and number of time-based RSUs that were granted to Mr. Tomczyk on October 12, 2023. The target equity award value and the closing share price on October 12, 2023 were used to calculate the number of RSUs that were granted on October 12, 2023. These RSUs will vest in three equal annual installments on October 12, 2024, October 12, 2025, and October 12, 2026, subject to (i) Mr. Tomczyk’s continued employment through at least the first anniversary of the grant date and (ii) Mr. Tomczyk’s continued service on the Board thereafter. The grant was granted in lieu of any annual equity incentive award grant for the 2023 and 2024 fiscal years. The target value of the grant was determined following a review of comparative peer group compensation data and with consideration to Mr. Tomczyk’s prior experience as a CEO, multi-decade experience in the financial services industry with deep experience across the securities industry, and knowledge of the Company’s products. See below under “Summary Compensation—2023 Grants Vested.of Plan-Based Awards Table—Equity Incentives” for a further description of the vesting conditions applicable to this award. | | | | | | Named Executive Officer | | # of RSUs | | Target Value of RSUs | Fredric J. Tomczyk | | 44,452 | | $ | 7,150,000 |
Mses. Griebenow’s and Clay’s Promotion Grants The Compensation Committee approvedgranted Promotion Grants to Mses. Griebenow and Clay to further align their interests with those of our stockholders, recognize their expanded roles and promotions, and provide an additional retention incentive. The Committee reviewed market benchmark data derived from our peer group and executive compensation survey source for Mses. Griebenow and Clay’s new roles to determine the value of the Promotion Grants. Ms. Griebenow’s Promotion Grants were granted on August 19, 2023 and had a value of $587,500. The Promotion Grants represent the difference between Ms. Griebenow’s February 2023 grant and the target annual equity award for her new role, prorated for the remainder of 2023 following her promotion. Ms. Clay’s Promotion Grants were granted on November 19, 2023 and had a value of $87,500. The Promotion Grants represent the difference between Ms. Clay’s February 2023 grant and the target annual equity award for her new role, prorated for the remainder of 2023 following her promotion. The Promotion Grants were equally split between (i) time-based RSUs that will vest in three equal annual installments on February 19, 20192024, February 19, 2025, and February 19, 2026 and (ii) PSUs subject to the achievement of (A) earnings per share and (B) total shareholder return (each 25% of the total award) that will vest at the conclusion of the applicable performance period, each subject to continuous employment with the Company through such dates. The following table shows the target equity award value and number of time-based RSUs that were granted to Mses. Griebenow and Clay on August 19, 2023 and November 19, 2023, respectively. With respect to Ms. Griebenow, the target equity award value and the closing share price on August 16, 2023 were used to calculate the number of RSUs that were granted on August 19, 2023. With respect to Ms. | | | | Cboe Global Markets 2024 Proxy Statement | 67 |
Clay, the target equity award value and the closing share price on November 19, 2023 were used to calculate the number of RSUs that were granted on November 19, 2023. | | | | | | Named Executive Officer | | # of RSUs | | Target Value of RSUs | Jill M. Griebenow | | 1,959 | | $ | 293,750 | Catherine R. Clay | | 248 | | $ | 43,750 |
The following table shows the target equity award value and number of PSUs (tied to TSR and EPS performance) that were granted to Mses. Griebenow and Clay on August 19, 2023 and November 19, 2023, respectively. With respect to Ms. Griebenow, the target equity award value and the closing share price on August 16, 2023 were used to calculate the number of PSUs that were granted on August 19, 2023. With respect to Ms. Clay, the target equity award value and the closing share price on November 19, 2023 were used to calculate the number of PSUs that were granted on November 19, 2023. | | | | # of PSUs | | Target Value of
PSUs | | | | | Threshold | | Target | | Maximum | | | Named Executive Officer | | Performance Metric | | (50% Payout) | | (100% Payout) | | (200% Payout) | | | Jill M. Griebenow | | 2023-2025 TSR | | 490 | | 980 | | 1,960 | | $ | 146,875 | | | 2023-2025 EPS | | 490 | | 980 | | 1,960 | | $ | 146,875 | Catherine R. Clay | | 2023-2025 TSR | | 62 | | 124 | | 248 | | $ | 21,875 | | | 2023-2025 EPS | | 62 | | 124 | | 248 | | $ | 21,875 |
The following table displays the threshold, target, and maximum performance goals for these PSU awards granted in 2023, measured over the performance period beginning on January 1, 2023 and ending on December 31, 2025. | | | | | | | | | Threshold | | Target | | Maximum | | | (50% Payout) | | (100% Payout) | | (200% Payout) | Relative TSR Compared to S&P 500 | | 25th Percentile | | 50th Percentile | | 75th Percentile | Cumulative EPS | | $22.72 | | $24.76 | | $26.93 |
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. | | | 68 | Cboe Global Markets 2024 Proxy Statement | |
2021 PSU Grants Vested. The Compensation Committee and the Board, as applicable, approved grants on February 19, 2021 of PSUs (“20192021 PSUs”) to our named executive officers,NEOs, except for Mr. Howson,Tomczyk and Mses. Griebenow and Clay, who was not then an executive officer and did not receive grants of 20192021 PSUs. The 20192021 PSUs were subject to the achievement of TSR and EPS measured against the pre-determined performance goals, both over a three-year3 year performance period beginning on January 1, 20192021 and ending on December 31, 2021.2023. In early 2022,2024, the Compensation Committee determined that the following performance was achieved resulting in the indicated payout: 34th92nd percentile, which resulted in the vesting of 74%200% of the target number of PSUs-TSR granted to each applicable named executive officer.NEO.
$16.05 1$20.78 (1), which resulted in the vesting of 0%200% of the target number of PSUs-EPS granted to each applicable named executive officer.NEO.
(1) | The 3-year3 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 2019-20212021-2023 performance period were previously disclosed in our proxy statement covering 20192021 compensation. The table below shows the number of 20192021 PSUs that vested at the conclusion of the applicable performance period for each applicable named executive officerNEO and does not include dividend equivalent payments. | | | | | | | | | | | | | | | # of PSUs | | | | | | | | | at Target | | # of PSUs | Named Executive Officer | | | | Performance Metric | | (100% Payout) | | Vested | David Howson | | | | 2021-2023 TSR | | 3,836 | | 7,672 | | | | | 2021-2023 EPS | | 3,836 | | 7,672 | Christopher A. Isaacson | | | | 2021-2023 TSR | | 5,327 | | 10,654 | | | | | 2021-2023 EPS | | 5,327 | | 10,654 | Edward T. Tilly (1) | | | | 2021-2023 TSR | | 14,057 | | 25,418 | | | | | 2021-2023 EPS | | 14,057 | | 25,418 | Brian N. Schell (1) | | | | 2021-2023 TSR | | 4,475 | | 7,608 | | | | | 2021-2023 EPS | | 4,475 | | 7,608 |
| | | | | | | | | | | | | # of Shares | | | | | | | | at Target | | # of Shares | Named Executive Officer | | | Performance Metric | | (100% Payout) | | Vested | Edward T. Tilly | | | 2019-2021 TSR | | 11,316 | | 8,363 | | | | 2019-2021 EPS | | 11,316 | | 0 | Christopher A. Isaacson | | | 2019-2021 TSR | | 3,289 | | 2,431 | | | | 2019-2021 EPS | | 3,289 | | 0 | Brian N. Schell | | | 2019-2021 TSR | | 3,421 | | 2,529 | | | | 2019-2021 EPS | | 3,421 | | 0 | Patrick Sexton | | | 2019-2021 TSR | | 1,513 | | 1,119 | | | | 2019-2021 EPS | | 1,513 | | 0 |
| (1) | Messrs. Tilly and Schell received accelerated pro rata vesting of their PSU awards in connection with their resignations, as each was retirement eligible at the time of his separation from service. The prorated vesting shown above in # of PSUs Vested reflects the NEO’s continuous service during the performance period. See “Severance, Change in Control and Employment-Related Agreements” for more information. |
Other Executive Compensation Program Considerations Stock Ownership and Holding Guidelines The Compensation Committee adoptedOur stock ownership and holding guidelines shown below, specifyingspecify the levels of stock ownership that each named executive officerNEO must maintain while employed by us. For purposes of thisThe following shares count toward the stock ownership requirement,guidelines: (a) shares owned outright or in trust and (b) restricted stock or stock units, including shares or units with time-based or performancevesting conditions that have been granted but are unvested. Restricted stock units with performance conditions that are unvested are counted towarddo not count towards the stock ownership guidelines.
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Each named executive officerNEO has five 5 years to meet the guidelines from the date that such officer was appointed to his position or within four years of May 2019 for named executive officers then-serving when the guidelines were updated in May 2019.her position. Each named executive officerNEO is required to hold all shares until the guidelines are met, except for sales of shares to | | | | Cboe Global Markets 2024 Proxy Statement | 69 |
pay taxes with respect to the vesting or exercising of equity grants. As of December 31, 2021,2023, each named executive officerof our NEOs has met the applicable holding requirement based on his or her position with us. | | | Named Executive Officer | | Holding Requirement | Edward T. TillyFredric J. Tomczyk
| | Six times base salary | Jill M. Griebenow | | Four times base salary | David Howson | | Four times base salary | Christopher A. Isaacson | | Four times base salary | Brian N. SchellCatherine R. Clay
| | Three times base salary
| David Howson
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| Three times base salary
| Patrick Sexton
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| Three times base salary |
Hedging Policy Our Insider Trading Policy prohibits our executive officers and all employees, except as set forth below, from entering into transactions involving options to purchase or sell our common stock or other derivatives related to our common stock. NoneIn 2023, none of our executive officers has existinghad hedges on shares of our common stock.
Employees, other than our executive officers, may enter into the following types of security transactions on our common stock through the purchase or sale of exchange-traded options, provided that they otherwise comply with the remainder of our Insider Trading Policy: coveredCovered calls (i.e., the writing of exchange-traded call options covering a number of shares less than or equal to the total number of unrestricted shares and vested shares owned by the call writer); and
collarsCollars for hedging purposes (i.e., the sale of exchange-traded call options and the purchase of an equivalent number of put options, in each case, covering a number of shares less than or equal to the total number of unrestricted shares and vested shares owned by the holder).
As one of the world’s largest exchange holding companies, offering cutting-edge trading and investment solutions to investors around the world and owning the largest options exchange, we believe options are first and foremost incredibly useful and powerful risk mitigation tools that can help protect an investor’s financial portfolio. From buying puts to hedge the downside risk of owning a stock to writing covered calls to collect income, listed options strategies are protective tools employed by institutions, pension funds, and individual investors. As such, we believe that it is appropriate for our employees, other than our executive officers, to engage in the above mentioned selected hedging transactions, becausebecause: these These strategies help empower our employees to preserve their investmentcapital and protect their financial future, while continuing to own our common stock and be invested in their workplace,workplace;
employees Employees are required to comply with our Insider Trading Policy and other policies, which may include trade monitoring, receiving certain pre-approvals, and observing blackout periods when purchasing or selling options,options;
employees Employees must wait generally one1 year until a portion of their equity grants vest before they are able to purchase or sell options on the related vested common stock, stock;
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due
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Due to their continued ownership of our common stock, employees continue to be discouraged from excessive risk-taking that could negatively impact our business and stock price over time. See also “Corporate Governance-Insider Trading Policy” for more information. Pledging Policy Our Insider Trading Policy prohibits our executive officers and all employees from entering into any pledges or margin loans on shares of our common stock. NoneIn 2023, none of our executive officers have existinghad pledges or margin loans on shares of our common stock. See also “Corporate Governance—Insider Trading Policy” for more information. Clawbacks
Clawbacks We maintain a clawback policy covering cash incentive payments and long-term incentivesincentives. Effective October 11, 2023, we adopted a revised clawback policy with respect to compensation received by executive officers on or after October 2, 2023. The policy provides that following an accounting restatement, the Compensation Committee must assess whether any incentive amounts paid to current and former executive officers were in excess of what should have been paid based on the revised financials, and thus should be subject to recovery. The policy has a 3 year look-back and applies to both current and former executives, regardless of such executive’s fault, misconduct or involvement in causing the restatement. The equity award agreements contain provisions applying the clawback policy to equity grants. The clawback policy is intended to meet the requirements of Section 954 of the Dodd-Frank Act. Act, the final rules issued by the SEC on October 26, 2022, and BZX listing requirements. The Company’s prior clawback policy will continue to cover compensation received prior to October 2, 2023. The prior clawback policy provides that we will attempt to recover incentive amounts paid to executive officers in the event of a restatement of our financial statements due to any material noncompliance with any financial reporting requirement. The prior policy has a three-year3 year look-back and applies to both current and former executives, regardless of such executive’sexecutive’s fault, misconduct or involvement in causing the noncompliance. The equity award agreements contain provisions applying the clawback policy to equity grants.restatement. 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 named executive officers.NEOs. In addition, for named executive officersNEOs and certain other employees, we provide participation in the Supplemental Executive Retirement Plan (“SERP”) and, the Executive Retirement Plan (“ERP”), and the Cash Deferral Plan, which are described more fully below under “Summary Compensation—Non-Qualified Deferred Compensation Plans”. We offer this coverage in order to provide a competitive benefits program, a level of protection for catastrophic events, and income during retirement. The SERP, ERP, and ERP plansCash Deferral Plan are defined contribution plans, and weplans. We do not provide any defined benefit retirement plans to our executive officers or employees. Effective January 1, 2017, the Company froze the ERP to new executive officers and employees. In May 2018, the Company’s stockholders approved an Employee Stock Purchase Plan (“ESPP”) under which a total of 750,000 shares of the Company’s common stock is made available for purchase to employees and, starting in September 15, 2022, to our executive officers. The ESPP is a broad-based plan that permits employees to contribute up to 10% of wages and base salary to purchase shares of the Company’s common stock at a discount, subject to applicable annual Internal Revenue Service limitations. Under the ESPP, a participant may not purchase more than a maximum of 312 shares of the Company’s common stock during any single offering period. No participant may accrue options to | | | | Cboe Global Markets 2024 Proxy Statement | 71 |
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, 2021,2023, we had an employment agreement with Mr. Tilly, an offer letter and employment agreement with Mr. Howson, and an Executive Severance Plan for other executive officers in order 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 employment agreements with Messrs. Tilly and Howson and the Executive Severance Plan containcontains severance and change in control provisions and areis described more fully below under “Severance, Change in Control and Employment-Related Agreements”. Any payments under the employment agreements and the Executive Severance Plan upon a change in control will only occur if the named executive officer’sNEO’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.
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Tax and Accounting Considerations The Compensation Committee considers the tax and accounting implications of compensation to us and the tax implications to our named executive officers.NEOs. However, changes in tax laws or their interpretation and other outside factors may affect the deductibility of certain compensation payments. For example, even though “performance-based” criteria is no longer relevant in determining whether compensation is deductible for tax purposes, the Compensation Committee plans to continue to apply such criteria in structuring future compensation arrangements. The Compensation Committee reserves the right to pay compensation that is not deductible for tax purposes when, in its judgment, such compensation is appropriate. Compensation Committee Report The Compensation Committee consists of Mr. Fitzpatrick Chair,(Chair), Ms. Froetscher, Mr. Parisi, and Mr. Tomczyk,Parisi, each of whom the Board has determined areis independent under BZX listing rules and our Corporate Governance Guidelines. The Compensation Committee has duties and powers as described in its written charter adopted by the Board. A copy of the charter can be found on our Investor Relations page at http://ir.Cboe.com. The Compensation Committee has reviewed and discussed with management the disclosures contained in the foregoing section entitled “Compensation Discussion and Analysis”. Based on this review and discussion, the Compensation Committee recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in this Proxy Statement for the Annual Meeting. Compensation Committee Edward J. Fitzpatrick Chair(Chair) Janet P. Froetscher James E. Parisi Fredric J. Tomczyk
Risk Assessment We believe that any potential risks arising from our employee compensation policies and practices are not likely to have a material adverse effect on us. With assistance from Meridian, the Compensation Committee reviewed and discussed a risk assessment of our compensation policies and practices for all employees for 2021,2023, including non-executive officers, in its oversight capacity. | | | 72 | Cboe Global Markets 2024 Proxy Statement | |
The Compensation Committee and management considered a number of factors, including the following factors, when reviewing potential risk from our employee compensation policies and practices:
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 We utilize an independent compensation consultant to provide the Compensation Committee with advice on best practices and the risks associated with various compensation policies.
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SUMMARY COMPENSATION 20212023 Summary Compensation Table
The table below sets forth, for the years indicated below, the compensation earned by our named executive officers.NEOs. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non-Equity | | | | | | | | | | | | | | | | | Stock | | Incentive Plan | | All Other | | | | Name and Principal Position | | Year | | Salary | | | Bonus (1) | | Awards (2) | | Compensation (3) | | Compensation (4) | | Total | Fredric J. Tomczyk (5) | | 2023 | | $ | 287,500 | | | — | | $ | 7,150,104 | | $ | 584,990 | | $ | 343,916 | | $ | 8,366,510 | Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | Jill M. Griebenow (6) | | 2023 | | $ | 430,522 | | $ | 150,000 | | $ | 1,039,970 | | $ | 454,911 | | $ | 78,503 | | $ | 2,153,906 | Executive Vice President, | | | | | | | | | | | | | | | | | | | | | Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | David Howson | | 2023 | | $ | 625,000 | | | — | | $ | 3,058,526 | | $ | 978,480 | | $ | 294,250 | | $ | 4,956,256 | Executive Vice President, | | 2022 | | $ | 601,000 | | | — | | $ | 2,724,861 | | $ | 1,281,720 | | $ | 179,156 | | $ | 4,786,737 | Global President | | 2021 | | $ | 567,000 | | | — | | $ | 1,459,587 | | $ | 1,055,025 | | $ | 675 | | $ | 3,082,287 | Christopher A. Isaacson | | 2023 | | $ | 650,000 | | | — | | $ | 2,091,848 | | $ | 1,130,688 | | $ | 201,720 | | $ | 4,074,256 | Executive Vice President, | | 2022 | | $ | 650,000 | | | — | | $ | 2,354,538 | | $ | 1,613,625 | | $ | 191,253 | | $ | 4,809,416 | Chief Operating Officer | | 2021 | | $ | 650,000 | | | — | | $ | 2,027,030 | | $ | 1,485,413 | | $ | 142,567 | | $ | 4,305,010 | Catherine R. Clay (7) | | 2023 | | $ | 483,333 | | | — | | $ | 1,324,372 | | $ | 513,873 | | $ | 89,681 | | $ | 2,411,259 | Executive Vice President, | | | | | | | | | | | | | | | | | | | | | Global Head of Derivatives | | | | | | | | | | | | | | | | | | | | | Edward T. Tilly | | 2023 | | $ | 901,313 | | | — | | $ | 7,398,497 | | $ | — | | $ | 1,103,501 | | $ | 9,403,311 | Former Chairman and | | 2022 | | $ | 1,265,000 | | | — | | $ | 6,193,018 | | $ | 3,423,139 | | $ | 1,034,139 | | $ | 11,915,247 | Chief Executive Officer | | 2021 | | $ | 1,265,000 | | | — | | $ | 5,348,882 | | $ | 3,179,926 | | $ | 852,750 | | $ | 10,646,558 | Brian N. Schell | | 2023 | | $ | 288,352 | | | — | | $ | 2,252,955 | | $ | — | | $ | 142,672 | | $ | 2,683,979 | Former Executive Vice | | 2022 | | $ | 525,000 | | | — | | $ | 2,681,830 | | $ | 1,264,375 | | $ | 151,135 | | $ | 4,652,340 | President, Chief Financial Officer and Treasurer | | 2021 | | $ | 525,000 | | | — | | $ | 1,702,739 | | $ | 1,091,607 | | $ | 128,500 | | $ | 3,447,846 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non-Equity | | | | | | | | | | | | | | | | | Stock | | Incentive Plan | | All Other | | | | Name and Principal Position | | Year | | Salary | | Bonus | | Awards(1) | | Compensation(2) | | Compensation(3) | | Total | Edward T. Tilly | | 2021 | | $ | 1,265,000 | | $ | — | | $ | 5,348,882 | | $ | 3,179,926 | | $ | 852,750 | | $ | 10,646,558 | Chairman, President | | 2020 | | $ | 1,265,000 | | $ | — | | $ | 4,700,084 | | $ | 2,413,017 | | $ | 684,310 | | $ | 9,062,411 | and Chief Executive Officer | | 2019 | | $ | 1,265,000 | | $ | — | | $ | 4,336,178 | | $ | 1,669,800 | | $ | 941,807 | | $ | 8,212,785 | Christopher A. Isaacson | | 2021 | | $ | 650,000 | | $ | — | | $ | 2,027,030 | | $ | 1,485,413 | | $ | 142,567 | | $ | 4,305,010 | Executive Vice President | | 2020 | | $ | 650,000 | | $ | — | | $ | 1,750,016 | | $ | 1,126,832 | | $ | 137,366 | | $ | 3,664,214 | and Chief Operating Officer | | 2019 | | $ | 650,000 | | $ | — | | $ | 1,260,406 | | $ | 1,430,575 | | $ | 201,031 | | $ | 3,542,012 | Brian N. Schell | | 2021 | | $ | 525,000 | | $ | — | | $ | 1,702,739 | | $ | 1,091,607 | | $ | 128,500 | | $ | 3,447,846 | Executive Vice President, | | 2020 | | $ | 525,000 | | $ | — | | $ | 1,500,313 | | $ | 870,136 | | $ | 101,763 | | $ | 2,997,212 | Chief Financial Officer and Treasurer | | 2019 | | $ | 521,000 | | $ | — | | $ | 1,310,893 | | $ | 581,376 | | $ | 142,845 | | $ | 2,556,114 | David Howson | | 2021 | | $ | 567,000 | | $ | — | | $ | 1,459,587 | | $ | 1,055,025 | | $ | 675 | | $ | 3,082,287 | Executive Vice President, | | 2020 | | $ | 575,400 | | $ | — | | $ | 650,090 | | $ | 784,055 | | $ | — | | $ | 2,009,545 | President Europe and Asia Pacific (4) | | | | | | | | | | | | | | | | | | | | | Patrick Sexton | | 2021 | | $ | 415,000 | | $ | — | | $ | 729,837 | | $ | 720,473 | | $ | 54,006 | | $ | 1,919,316 | Executive Vice President, | | | | | | | | | | | | | | | | | | | | | General Counsel and Corporate Secretary | | | | | | | | | | | | | | | | | | | | |
| (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 20212023 include the grant date aggregate fair value of the awards of RSUs and PSUs-EPSPSUs granted on February 19, 2021,in 2023, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718). The award date value of PSUs is based upon the probable outcome of the performance conditions and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date, excluding the effect of estimated forfeitures. For purposes of the SCT, we have assumed that the probable outcome of the PSUs-EPS performance conditions would result in the awards vesting at approximately target and the best estimate available for PSUs-TSR grantedthe 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 February 19, 2021, asthe grant date and each PSU-TSR computed in accordance with the Monte Carlo valuation model method.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 20212023 consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 20212023 filed with the SEC. The grant date fair value of the PSUs awarded to each NEO, assuming the highest level of performance conditions |
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| will be achieved is $913,117 for Ms. Griebenow, $2,762,572 for Mr. Howson, $1,875,051 for Mr. Isaacson, $737,936 for Ms. Clay, $6,648,366 for Mr. Tilly, and $2,249,961 for Mr. Schell. |
(2)(3) | The amounts shown reflect awards to the named executive officersNEOs under our annual incentive plan. The amount shown for Mr. Isaacson also includes the achievement of the performance conditions with respect to one award of $500,000 in 2019 in recognition of his contributions to the successful migrations of CFE, C2, and C1 to Bats technology. Annual incentive payments for services performed in 2019, 2020,2021, 2022, and 20212023 by named executive officersNEOs were paid in early 2020, 2021,2022, 2023, and 2022,2024, respectively. |
(3)(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 2021,2023, please see the following “2021“2023 All Other Compensation Detail Table”. |
| (5) | | | 60
| Cboe Global MarketsMr. Tomczyk was appointed to succeed Mr. Tilly effective September 18, 2023. Mr. Tomczyk became a named executive officer for the first time in 2023, and thus no amounts are shown in the table for 2022 Proxy Statement
| and 2021. |
(4)(6) | Ms. Griebenow was appointed to succeed Mr. Howson receives his cash compensationSchell effective July 10, 2023, prior to which she held the title of Chief Accounting Officer. Ms. Griebenow became a named executive officer for the first time in British pounds. The 20212023, and thus no amounts reported were convertedare shown in the table for 2022 and 2021. |
| (7) | Ms. Clay was promoted to U.S. dollars usingExecutive Vice President, Global Head of Derivatives effective October 11, 2023. Ms. Clay became a rate of £1.00 to $1.35, which wasnamed executive officer for the exchange rate as of December 31,first time in 2023, and thus no amounts are shown in the table for 2022 and 2021. The 2020 amounts reported were converted to U.S. dollars using a rate of £1.00 to $1.37, which was the exchange rate as of December 31, 2020. |
20212023 All Other Compensation Detail Table
| | | | | | | | | | | | | | | | | | Qualified Defined | | Non-Qualified Defined | | | | Matching Gift | | | Name | | Contributions (1) | | Contributions (2) | | Insurance (3) | | Program (4) | | Other | Fredric J. Tomczyk (5) | | $ | — | | $ | — | | $ | 933 | | $ | — | | $ | 342,983 | Jill M. Griebenow (6) | | $ | 26,400 | | $ | 36,144 | | $ | 420 | | $ | 2,500 | | $ | 13,039 | David Howson (7) | | $ | 26,400 | | $ | 126,138 | | $ | 630 | | $ | 5,091 | | $ | 135,991 | Christopher A. Isaacson | | $ | 26,400 | | $ | 154,690 | | $ | 630 | | $ | 20,000 | | $ | — | Catherine R. Clay | | $ | 26,400 | | $ | 53,975 | | $ | 1,806 | | $ | 7,500 | | $ | — | Edward T. Tilly (8) | | $ | 26,400 | | $ | 994,303 | | $ | 2,079 | | $ | — | | $ | 80,719 | Brian N. Schell | | $ | 26,400 | | $ | 100,218 | | $ | 1,054 | | $ | 15,000 | | $ | — |
| Qualified Defined | | Non-Qualified Defined | | | | | Matching Gift | Name | Contributions(1) | | Contributions(2) | | Insurance(3) | | Program (4) | Edward T. Tilly | $ | 23,200 | | $ | 822,744 | | $ | 1,806 | | $ | 5,000 | Christopher A. Isaacson | $ | 23,200 | | $ | 118,947 | | $ | 420 | | $ | — | Brian N. Schell | $ | 23,200 | | $ | 88,412 | | $ | 1,806 | | $ | 15,082 | David Howson (5) | $ | — | | $ | — | | $ | — | | $ | 675 | Patrick Sexton | $ | 23,200 | | $ | 29,000 | | $ | 1,806 | | $ | — |
| (1) | The amounts shown are matching contributions to our qualified 401(k) plan, the Cboe Global Markets SMART Plan (“SMART Plan”), on behalf of each of the officers listed. In 2021,2023 and early 2024 with respect to 2023, we matched 200% of employee contributions up to 4% of the employee’s compensation, subject to statutory limitations. |
| (2) | The amounts shown are our contributions to the applicable non-qualified defined contribution plans on behalf of each named executive officer,NEO, including contributions, as applicable, made to the Supplemental Executive Retirement PlanSERP and Executive Retirement Plan.the ERP. We matched 200% of such employee’s contributions. These plans are described more fully below under “Non-Qualified Defined Contribution Plans”. For Mr. Howson, the amount shown in the Non-Qualified Defined Contributions column includes a discretionary contribution of $82,388 by the Company on his behalf to the SERP for Mr. Howson missing out on a deferral and matching opportunity under the SERP. |
| (3) | Represents the amount attributable to taxable life insurance in excess of $50,000. |
| (4) | Amounts represent those provided (i) through our Matching Gift Program that is available to full-time employees and our non-employee directors.(ii) by matching PAC contributions with eligible gifts that is available to eligible full-time employees. During 2021,2023, we matched eligible gifts from a minimum of $50 to an aggregate |
| | | | Cboe Global Markets 2024 Proxy Statement | 75 |
| maximum gift of $10,000$15,000 per eligible employee, or non-employee director, per calendar year. In addition, in 2021,2023, we matched at a rate of 1.5x eligible gifts from a minimum of $50 to $1,000 per employee, or non-employee director, per calendar year to organizations that (i) support social justice and/or improve the lives of those in Black, Asian American Pacific Islander, and LGBTQ+ communities or (ii) provide services to COVID-19 global pandemic relief efforts. Cboe will match donations to organizations that support COVID-19 global pandemic relief at the same rate.select charitable causes. Amounts shown only represent matching gifts made to qualified non-profit organizations on behalf of the named executive officersNEOs and do not represent total charitable contributions made by them during the year. In 2023, we matched PAC contributions with eligible gifts from a minimum of $50 to an aggregate of $5,000 per eligible employee, per calendar year. |
| (5) | Prior to Mr. Tomczyk’s appointment as CEO, he served as a non-employee director on the Board. The amount reportedshown in the “Other” column for Mr. Tomczyk represents the following compensation paid in connection with his partial-year service as a non-employee director of the Board: $82,048 in director fees and $170,046 representing the grant date fair value of an equity grant of RSUs received by Mr. Tomczyk for his service as a non-employee director of the Board, as computed in accordance with stock-based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718). Assumptions used in the calculation of this amount are included in the footnotes to our 2023 consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 2023 filed with the SEC. The equity grant vests on the earlier of the one-year anniversary of the grant date or the completion of Mr. Tomczyk’s final year of director service, subject to his continuous service through the vesting date. Mr. Tomczyk deferred 100% of his 2023 equity grant under the same terms as the Company’s non-employee directors, described in more detail in the section “Non-Employee Director Compensation.” Mr. Tomczyk’s cash compensation as a non-employee director was converted toestablished in U.S. dollars usingand then paid in Canadian dollars. The amounts shown are in U.S. dollars. The amount shown in the “Other” column for Mr. Tomczyk also includes the reimbursement of $76,829 representing relocation assistance benefits and $9,386 representing a ratetax gross-up on such benefits, related to his relocation to the Company’s headquarters in Chicago, Illinois in connection with his appointment as CEO. The relocation assistance benefits include, among others, the services of £1.00a relocation services company, visa and immigration services, moving expenses, housing, and services for tax liability assistance. The amount shown in the “Other” column for Mr. Tomczyk also include $4,673 for car service benefits. |
| (6) | In connection with Ms. Griebenow’s appointment to $1.35,Executive Vice President, CFO, she received a payout of all accrued, unpaid paid time-off in accordance with Company policy, which wasis the exchange rate asamount shown in the “Other” column for Ms. Griebenow. |
| (7) | The amount shown in the “Other” column for Mr. Howson also includes the reimbursement of December31, 2021. $75,747 representing relocation assistance benefits and $60,244 representing a tax gross-up on such benefits, related to his relocation to the Company’s headquarters in Chicago, Illinois. The relocation assistance benefits include, among others, car rental and services for tax liability assistance. |
| (8) | The amount shown in the “Other” column for Mr. Tilly represents dividends paid with respect to unvested RSUs that were forfeited in connection with Mr. Tilly’s resignation. |
| | | 76 | Cboe Global Markets 20222024 Proxy Statement | | 61
20212023 Grants of Plan-Based Awards Table
The 20212023 grants of plan-based awards are as follows and are explained in more detail below: | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts | | Estimated Future Payouts | | All Other Stock Awards:
Number | | Grant Date
Fair Value of | | | | Under Non-Equity Incentive | | Under Equity Incentive | | of Shares | | Stock and | | Approval | Grant | Plan Awards | | Plan Awards | | of Stock | | Option | | Date | Date | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | or Units | | Awards | Name | (1) | (1) | ($) | | ($) | | ($) | | (#) | | (#) | | (#) | | (#) | | ($) (2) | Fredric J. Tomczyk | 9/18/2023 | n/a | $ | 83 | | $ | 475 | | $ | 950 | | — | | — | | — | | — | | | — | (3) | 5/11/2023 | 5/11/2023 | | — | | | — | | | — | | — | | — | | — | | 1,223 | | $ | 170,046 | (4) | 10/12/2023 | 10/12/2023 | | — | | | — | | | — | | — | | — | | — | | 44,452 | | $ | 7,150,104 | Jill M. Griebenow | 8/15/2023 | n/a | $ | 71 | | $ | 405 | | $ | 809 | | — | | — | | — | | — | | | — | | 2/8/2023 | 2/19/2023 | | — | | | — | | | — | | 324 | | 647 | | 1,294 | | — | | $ | 84,541 | | 2/8/2023 | 2/19/2023 | | — | | | — | | | — | | 324 | | 647 | | 1,294 | | — | | $ | 111,931 | (5) | 8/15/2023 | 8/19/2023 | | — | | | — | | | — | | 490 | | 980 | | 1,960 | | — | | $ | 152,870 | (5) | 8/15/2023 | 8/19/2023 | | — | | | — | | | — | | 490 | | 980 | | 1,960 | | — | | $ | 234,220 | | 2/8/2023 | 2/19/2023 | | — | | | — | | | — | | — | | — | | — | | 1,294 | | $ | 162,578 | (6) | 8/15/2023 | 8/19/2023 | | — | | | — | | | — | | — | | — | | — | | 1,959 | | $ | 293,980 | David Howson | 2/9/2023 | n/a | $ | 148 | | $ | 844 | | $ | 1,688 | | — | | — | | — | | — | | | — | | 2/9/2023 | 2/19/2023 | | — | | | — | | | — | | 2,749 | | 5,497 | | 10,994 | | — | | $ | 718,269 | | 2/9/2023 | 2/19/2023 | | — | | | — | | | — | | 2,749 | | 5,497 | | 10,994 | | — | | $ | 950,981 | | 2/9/2023 | 2/19/2023 | | — | | | — | | | — | | — | | — | | — | | 10,994 | | $ | 1,381,286 | Christopher A. Isaacson | 2/9/2023 | n/a | $ | 171 | | $ | 975 | | $ | 1,950 | | — | | — | | — | | — | | | — | | 2/9/2023 | 2/19/2023 | | — | | | — | | | — | | 1,866 | | 3,731 | | 7,462 | | — | | $ | 487,513 | | 2/9/2023 | 2/19/2023 | | — | | | — | | | — | | 1,866 | | 3,731 | | 7,462 | | — | | $ | 645,463 | | 2/9/2023 | 2/19/2023 | | — | | | — | | | — | | — | | — | | — | | 7,462 | | $ | 937,526 | Catherine R. Clay | 10/11/2023 | n/a | $ | 80 | | $ | 459 | | $ | 917 | | | | | | | | — | | | | | 2/8/2023 | 2/19/2023 | | — | | | — | | | — | | 647 | | 1,294 | | 2,588 | | — | | $ | 169,081 | | 2/8/2023 | 2/19/2023 | | — | | | — | | | — | | 647 | | 1,294 | | 2,588 | | — | | $ | 223,862 | (5) | 10/11/2023 | 11/19/2023 | | — | | | — | | | — | | 62 | | 124 | | 248 | | — | | $ | 22,782 | (5) | 10/11/2023 | 11/19/2023 | | — | | | — | | | — | | 62 | | 124 | | 248 | | — | | $ | 39,680 | | 2/8/2023 | 2/19/2023 | | — | | | — | | | — | | — | | — | | — | | 2,587 | | $ | 325,031 | (7) | 10/11/2023 | 11/19/2023 | | — | | | — | | | — | | — | | — | | — | | 2,831 | | $ | 500,124 | (6) | 10/11/2023 | 11/19/2023 | | — | | | — | | | — | | — | | — | | — | | 248 | | $ | 43,812 | Edward T. Tilly (8) | 2/9/2023 | n/a | $ | 365 | | $ | 2,087 | | $ | 4,175 | | — | | — | | — | | — | | | — | | 2/9/2023 | 2/19/2023 | | — | | | — | | | — | | 6,615 | | 13,229 | | 26,458 | | — | | $ | 1,728,575 | | 2/9/2023 | 2/19/2023 | | — | | | — | | | — | | 6,615 | | 13,229 | | 26,458 | | — | | $ | 2,288,617 | | 2/9/2023 | 2/19/2023 | | — | | | — | | | — | | — | | — | | — | | 26,457 | | $ | 3,324,057 | Brian N. Schell (8) | 2/8/2023 | n/a | $ | 129 | | $ | 735 | | $ | 1,470 | | — | | — | | — | | — | | | — | | 2/8/2023 | 2/19/2023 | | — | | | — | | | — | | 1,741 | | 3,482 | | 6,964 | | — | | $ | 454,978 | | 2/8/2023 | 2/19/2023 | | — | | | — | | | — | | 1,741 | | 3,482 | | 6,964 | | — | | $ | 602,386 | (9) | 2/8/2023 | 2/19/2023 | | — | | | — | | | — | | 498 | | 995 | | 1,990 | | — | | $ | 130,012 | (9) | 2/8/2023 | 2/19/2023 | | — | | | — | | | — | | 498 | | 995 | | 1,990 | | — | | $ | 172,135 | | 2/8/2023 | 2/19/2023 | | — | | | — | | | — | | — | | — | | — | | 6,965 | | $ | 875,083 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All Other | | | | | | | | | | | | | | | | | | | | | | Stock | | | | | | | | | | | | | | | | | | | | | | Awards: | | Grant Date | | | | Estimated Future Payouts | | Estimated Future Payouts | | Number | | Fair Value of | | | | Under Non-Equity Incentive | | Under Equity Incentive | | of Shares | | Stock and | | Approval | Grant | Plan Awards | | Plan Awards | | of Stock | | Option | | Date | Date | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | or Units | | Awards | Name | (1) | (1) | ($) | | ($) | | ($) | | (#) | | (#) | | (#) | | (#) | | ($) (2) | Edward T. Tilly | 2/11/2021 | n/a | $ | 365,269 | | $ | 2,087,250 | | $ | 4,174,500 | | — | | — | | — | | — | | | — | | 2/11/2021 | 2/19/2021 | | — | | | — | | | — | | 7,028 | | 14,057 | | 28,113 | | — | | $ | 1,588,441 | | 2/11/2021 | 2/19/2021 | | — | | | — | | | — | | 7,028 | | 14,057 | | 28,113 | | — | | $ | 1,236,016 | | 2/11/2021 | 2/19/2021 | | — | | | — | | | — | | — | | — | | — | | 28,113 | | $ | 2,473,944 | Christopher A. Isaacson | 2/11/2021 | n/a | $ | 170,625 | | $ | 975,000 | | $ | 1,950,000 | | — | | — | | — | | — | | | — | | 2/11/2021 | 2/19/2021 | | — | | | — | | | — | | 2,664 | | 5,327 | | 10,654 | | — | | $ | 601,951 | | 2/11/2021 | 2/19/2021 | | — | | | — | | | — | | 2,664 | | 5,327 | | 10,654 | | — | | $ | 468,776 | | 2/11/2021 | 2/19/2021 | | — | | | — | | | — | | — | | — | | — | | 10,654 | | $ | 937,552 | Brian N. Schell | 2/10/2021 | n/a | $ | 128,625 | | $ | 735,000 | | $ | 1,470,000 | | — | | — | | — | | — | | | — | | 2/10/2021 | 2/19/2021 | | — | | | — | | | — | | 2,237 | | 4,475 | | 8,949 | | — | | $ | 505,675 | | | | | | | | | | | | | | | | | | | | | | | | 2/10/2021 | 2/19/2021 | | — | | | — | | | — | | — | | — | | — | | 8,949 | | $ | 787,512 | David Howson (3) | 2/10/2021 | n/a | $ | 109,148 | | $ | 623,700 | | $ | 1,247,400 | | — | | — | | — | | — | | | — | | 2/10/2021 | 2/19/2021 | | — | | | — | | | — | | 1,918 | | 3,836 | | 7,671 | | — | | $ | 433,468 | | 2/10/2021 | 2/19/2021 | | — | | | — | | | — | | 1,918 | | 3,836 | | 7,671 | | — | | $ | 337,568 | | 2/10/2021 | 2/19/2021 | | — | | | — | | | — | | — | | — | | — | | 7,671 | | $ | 675,048 | Patrick Sexton | 2/10/2021 | n/a | $ | 87,150 | | $ | 498,000 | | $ | 996,000 | | — | | — | | — | | — | | | — | | 2/10/2021 | 2/19/2021 | | — | | | — | | | — | | 959 | | 1,918 | | 3,836 | | — | | $ | 216,734 | | 2/10/2021 | 2/19/2021 | | — | | | — | | | — | | 959 | | 1,918 | | 3,836 | | — | | $ | 168,784 | | 2/10/2021 | 2/19/2021 | | — | | | — | | | — | | — | | — | | — | | 3,836 | | $ | 337,568 |
| (1) | The awards with respect toFor Messrs. Tomczyk, Howson, Isaacson, and Tilly, and Isaacson were approved and recommended tothe date reported in the “Approval Date” column is the date the Board of Directors for ratification byratified the Compensation Committee on February 10, 2021 and were then ratified by the Board of Directors on February 11, 2021. The awards with respect to Messrs. Schell, Howson, and Sexton weregrants previously approved by the Compensation Committee. For all other NEOs, the date is the date of Compensation Committee on February 10, 2021.approval. The grant date is the date the equity award was actually granted and effective. |
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| Cboe Global Markets 2022 Proxy Statement
| |
| (2) | Represents the grant date aggregate fair value of the awards of RSUs and PSUs-EPSPSUs that were effective on and granted on February19, 2021,in 2023, as computed in accordance with stock-based compensation accounting rules(Financial (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 PSUs-TSR that were effectivethe aggregate |
| | | | Cboe Global Markets 2024 Proxy Statement | 77 |
| 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 granted on February19, 2021, aseach PSU-TSR computed in accordance with the Monte Carlo valuation model method.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 20212023 consolidated financial statements, which are included in our Annual Report on Form10‑K for the year ended December 31, 20212023 filed with the SEC. |
| (3) | This award was granted in connection with Mr. Howson receivesTomczyk’s Board service. The award vests in full on the one-year anniversary of the grant date. Mr. Tomczyk has elected to defer this award into the Equity Deferral Plan. |
| (4) | This CEO appointment equity incentive award was made in RSUs not subject to performance conditions and will vest in 3 equal annual installments on October 12, 2024, October 12, 2025, and October 12, 2026, subject to Mr. Tomczyk’s continuous employment with the Company through each vesting date. See below under “Equity Incentives” for a further description of the vesting conditions applicable to this award. |
| (5) | These promotion related equity incentive awards were made in PSUs. |
| (6) | These promotion related equity incentive awards were made in RSUs not subject to performance conditions and will vest in 3 equal annual installments on February 19, 2024, February 19, 2025, and February 19, 2026, subject to the NEO’s continuous employment with the Company through each vesting date. |
| (7) | This special one-time equity incentive award was made in RSUs and does not provide for qualified retirement eligibility. The award cliff-vests in full on the 3 year anniversary on November 19, 2026, subject to Ms. Clay’s continuous employment with the Company through such date. |
| (8) | Messrs. Tilly and Schell received accelerated vesting of certain of their RSU and PSU awards in connection with their resignations, as each was retirement eligible at the time of his cash compensationseparation from service. See “Severance, Change in British pounds. The amounts reportedControl and Employment-Related Agreements” for more information. |
| (9) | These special one-time equity incentive awards were converted to U.S. dollars using a rate of £1.00 to $1.35, which was the exchange rate as of December 31, 2021.made in PSUs and do not provide for qualified retirement eligibility. |
Non-Equity Incentives A summary of the Company’s annual incentive program is set forth above under the heading, “Compensation Discussion and Analysis—2023 Elements of Executive Compensation Program—Annual Incentive.” Equity Incentives All of the equity incentive awards were granted pursuant to the Second Amended and Restated Long-Term Incentive Plan and, other than the special one-time and Mr. Tomczyk’s CEO appointment equity incentive awards, were made in restricted stock units,the form of RSUs, half of which are subject to performance conditions.conditions and also known as PSUs. Except as noted in the table above, the restricted stock unitRSU awards that are not subject to performance conditions have a three-year3 year vesting schedule under which one-third of the shares granted will vest each year on the anniversary of the grant date. Dividend equivalent payments are made on these restricted stock units.RSUs and PSUs. HalfOther than the special one-time and Mr. Tomczyk’s CEO appointment equity incentive awards, half of the restricted stock units subject to performance conditions,PSUs, or 25% of the total restricted stock units,RSUs, have a performance condition under which the number of units that
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will ultimately be awarded will vary from 0% to 200% of the original grant, based on our total stockholder return (calculated 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) relative to the total stockholder returns for the S&P 500 Index during the performance period. The remaining half of the performance share units,PSUs, or 25% of the total restricted stock units,PSUs, have a performance condition under which the number of units that will ultimately be awarded will vary from 0% to 200% of the original grant, based on our cumulative earnings per share during the performance period. Dividend equivalent payments on these restricted stock unitsPSUs accrue and are paid out in shares upon vesting. The restricted stock units subject to performance conditionsPSUs cliff-vest following the completion of the three-year3 year performance period and are issued following the determination of the achievement of the performance conditions. For all of the awards, vesting will accelerate upon death, disability, or the occurrence of a qualified termination following a change in control. For Mr. Tomczyk’s CEO appointment October 2023 RSU award, vesting will also 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 qualified termination. (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. Vesting will also accelerate upon a qualified retirement, where applicable, except that the restricted stock units subject to performance conditionsPSUs accelerate pro-rata based on the number of days in employment during the performance period and subject to attainment of the applicable performance goals through the full performance period. Under certain scenarios, Mr. Tilly’s employment agreement provides that he will be entitled to full vesting of his restricted stock units subject to performance conditions. Mr. Tilly’s employment agreement is described more fully below under “Severance, Change in Control and Employment-Related Agreements”. Qualified retirement eligibility occurs upon attaining 55 years of age and 10 years of service. Unless retirement eligible, unvested portions of the restricted stock unitsRSUs will be forfeited if the executive officer terminates employment with us prior to the applicable vesting date. The restricted stock unitsRSUs and PSUs are subject to non-compete, non-solicitation, and confidentiality covenants. Messrs. Tilly, Schell, and Sexton areExcept as noted in the table above, Ms. Clay is entitled to acceleration of vesting in full of certain RSU awards and full or pro-rata vesting of certain PSU awards, as applicable, because they haveshe has satisfied, as of December 31, 2021,2023, the retirement requirements of 55 years of age and 10 years of service. As previously disclosed, Messrs. Tilly and Schell received accelerated vesting of certain of their RSU and PSU awards in connection with their resignations, as each was retirement eligible at the time of his separation from service. See “Severance, Change in Control and Employment-Related Agreements” for more information. Please see above “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Program Practices—Compensation Refinements” for recent updates to retirement provisions in RSUs and PSUs. | | | | Cboe Global Markets 20222024 Proxy Statement | 6379
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20212023 Outstanding Equity Awards at Fiscal Year-End Table
The following table sets forth outstanding equity awards held by each named executive officerNEO at December 31, 20212023 based on the market value of our common stock on December 31, 2021.29, 2023 (the last trading day of the year). | | | | | | | | | | | | Stock Awards | | | | | | Equity Incentive Plan Awards: | | Equity Incentive Plan Awards: | | | | | | Number of Unearned | | Market or Payout Value | | Number of Shares or | | Market Value of Shares | | Shares, Units or Other | | of Unearned Shares, Units | | Units of Stock That | | or Units of Stock | | Rights That Have | | or Other Rights That | Name | Have Not Vested (#) | | That Have Not Vested | | Not Yet Vested (#) | | Have Not Yet Vested | Edward T. Tilly | 7,544 | (1) | | $ | 983,738 | | | | | | | | 12,706 | (2) | | $ | 1,656,862 | | | | | | | | 28,113 | (3) | | $ | 3,665,935 | | | | | | | | 8,710 | (4) | | $ | 1,135,784 | | | | | | | | 0 | (5) | | $ | 0 | | | | | | | | | | | | | | 19,058 | (6) | | $ | 2,485,163 | | | | | | | | 9,529 | (7) | | $ | 1,242,582 | | | | | | | | 14,057 | (8) | | $ | 1,833,033 | | | | | | | | 28,114 | (9) | | $ | 3,666,066 | Christopher A. Isaacson | 2,193 | (1) | | $ | 285,967 | | | | | | | | 4,731 | (2) | | $ | 616,922 | | | | | | | | 10,654 | (3) | | $ | 1,389,282 | | | | | | | | 2,533 | (4) | | $ | 330,303 | | | | | | | | 0 | (5) | | $ | 0 | | | | | | | | | | | | | | 7,096 | (6) | | $ | 925,318 | | | | | | | | 3,548 | (7) | | $ | 462,659 | | | | | | | | 5,327 | (8) | | $ | 694,641 | | | | | | | | 10,654 | (9) | | $ | 1,389,282 | Brian N. Schell | 2,281 | (1) | | $ | 297,442 | | | | | | | | 4,056 | (2) | | $ | 528,902 | | | | | | | | 8,949 | (3) | | $ | 1,166,950 | | | | | | | | 2,634 | (4) | | $ | 343,474 | | | | | | | | 0 | (5) | | $ | 0 | | | | | | | | | | | | | | 6,084 | (6) | | $ | 793,354 | | | | | | | | 3,042 | (7) | | $ | 396,677 | | | | | | | | 4,475 | (8) | | $ | 583,540 | | | | | | | | 8,950 | (9) | | $ | 1,167,080 | David Howson | 741 | (1) | | $ | 96,626 | | | | | | | | 1,758 | (2) | | $ | 229,243 | | | | | | | | 7,671 | (3) | | $ | 1,000,298 | | | | | | | | 4,105 | (10) | | $ | 535,292 | | | | | | | | | | | | | | 2,636 | (6) | | $ | 343,734 | | | | | | | | 1,318 | (7) | | $ | 171,867 | | | | | | | | 3,836 | (8) | | $ | 500,214 | | | | | | | | 7,672 | (8) | | $ | 1,000,429 | Patrick Sexton | 1,009 | (1) | | $ | 131,574 | | | | | | | | 1,690 | (2) | | $ | 220,376 | | | | | | | | 3,836 | (3) | | $ | 500,214 | | | | | | | | 1,166 | (4) | | $ | 152,046 | | | | | | | | 0 | (5) | | $ | 0 | | | | | | | | | | | | | | 2,536 | (6) | | $ | 330,694 | | | | | | | | 1,268 | (7) | | $ | 165,347 | | | | | | | | 1,918 | (8) | | $ | 250,107 | | | | | | | | 3,836 | (9) | | $ | 500,214 |
(1) | Grant of restricted stock units not subject to performance conditions on February 19, 2019. This portion of the restricted stock units vested on February 19, 2022. |
| Stock Awards | | | | | | Equity Incentive Plan Awards: | | Equity Incentive Plan Awards: | | | | | | Number of Unearned | | Market or Payout Value | | Number of Shares or | | Market Value of Shares | | Shares, Units or Other | | of Unearned Shares, Units | | Units of Stock That | | or Units of Stock | | Rights That Have | | or Other Rights That | Name | Have Not Vested (#) | | That Have Not Vested | | Not Yet Vested (#) | | Have Not Yet Vested | Fredric J. Tomczyk | 44,452 | (1) | | $ | 7,937,349 | | | | | | | | 1,223 | (2) | | $ | 218,379 | | | | | | | Jill M. Griebenow | 1,023 | (3) | | $ | 182,667 | | | | | | | | 1,652 | (4) | | $ | 294,981 | | | | | | | | 1,294 | (5) | | $ | 231,057 | | | | | | | | 1,959 | (6) | | $ | 349,799 | | | | | | | | | | | | | | 1,294 | (7) | | $ | 231,057 | | | | | | | | 1,294 | (8) | | $ | 231,057 | | | | | | | | 1,960 | (9) | | $ | 349,978 | | | | | | | | 1,960 | (10) | | $ | 349,978 | David Howson | 2,557 | (3) | | $ | 456,578 | | | | | | | | 5,506 | (4) | | $ | 983,151 | | | | | | | | 1,520 | (11) | | $ | 271,411 | | | | | | | | 10,994 | (5) | | $ | 1,963,089 | | | | | | | | 8,038 | (12) | | $ | 1,435,265 | | | | | | | | 8,038 | (13) | | $ | 1,435,265 | | | | | | | | | | | | | | 8,258 | (14) | | $ | 1,474,548 | | | | | | | | 8,258 | (15) | | $ | 1,474,548 | | | | | | | | 2,280 | (16) | | $ | 407,117 | | | | | | | | 2,280 | (17) | | $ | 407,117 | | | | | | | | 10,994 | (7) | | $ | 1,963,089 | | | | | | | | 10,994 | (8) | | $ | 1,963,089 | Christopher A. Isaacson | 3,552 | (3) | | $ | 634,245 | | | | | | | | 5,162 | (4) | | $ | 921,727 | | | | | | | | 7,462 | (5) | | $ | 1,332,415 | | | | | | | | 11,162 | (12) | | $ | 1,993,087 | | | | | | | | 11,162 | (13) | | $ | 1,993,087 | | | | | | | | | | | | | | 7,742 | (14) | | $ | 1,382,412 | | | | | | | | 7,742 | (15) | | $ | 1,382,412 | | | | | | | | 2,066 | (18) | | $ | 368,905 | | | | | | | | 2,066 | (19) | | $ | 368,905 | | | | | | | | 7,462 | (7) | | $ | 1,332,415 | | | | | | | | 7,462 | (8) | | $ | 1,332,415 | Catherine R. Clay | 1,023 | (3) | | $ | 182,667 | | | | | | | | 484 | (20) | | $ | 86,423 | | | | | | | | 1,514 | (4) | | $ | 270,340 | | | | | | | | 2,587 | (5) | | $ | 461,935 | | | | | | | | 2,831 | (21) | | $ | 505,503 | | | | | | | | 248 | (22) | | $ | 44,283 | | | | | | | | | | | | | | 2,272 | (14) | | $ | 405,688 | | | | | | | | 2,272 | (15) | | $ | 405,688 | | | | | | | | 2,588 | (7) | | $ | 462,113 | | | | | | | | 2,588 | (8) | | $ | 462,113 | | | | | | | | 248 | (23) | | $ | 44,283 | | | | | | | | 248 | (24) | | $ | 44,283 | Edward T. Tilly (25) | 26,628 | (12) | | $ | 4,754,696 | | | | | | | | 26,628 | (13) | | $ | 4,754,696 | | | | | | | | | | | | | | 13,312 | (14) | | $ | 2,376,991 | | | | | | | | 13,312 | (15) | | $ | 2,376,991 | | | | | | | | 6,282 | (7) | | $ | 1,121,714 | | | | | | | | 6,282 | (8) | | $ | 1,121,714 | Brian N. Schell (26) | 7,971 | (12) | | $ | 1,423,302 | | | | | | | | 7,971 | (13) | | $ | 1,423,302 | | | | | | | | | | | | | | 3,318 | (14) | | $ | 592,462 | | | | | | | | 3,318 | (15) | | $ | 592,462 | | | | | | | | 1,254 | (7) | | $ | 223,914 | | | | | | | | 1,254 | (8) | | $ | 223,914 |
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(2)(1) | Grant of restricted stock unitsRSUs not subject to performance conditions on February 19, 2020. This remaining portionOctober 12, 2023. These RSUs vest one-third on each of October 12, 2024, October 12, 2025 and October 12, 2026. See under “Summary Compensation—2023 Grants of Plan-Based Awards Table—Equity Incentives” for a further description of the restricted stock units vested one-halfvesting conditions applicable to this award. |
| (2) | This award was granted in connection with Mr. Tomczyk’s Board service on February 19, 2022 and will vest one-halfMay 11, 2023. The award vests in full on February 19, 2023.the one-year anniversary of the grant date. Mr. Tomczyk has elected to defer this award into the Equity Deferral Plan. |
| (3) | Grant of restricted stock unitsRSUs not subject to performance conditions on February 19, 2021. This portion of the RSUs vested on February 19, 2024. |
| (4) | Grant of RSUs not subject to performance conditions on February 19, 2022. These restricted stock unitsRSUs vested one-half on February 19, 2024 and will vest one-half on February 19, 2025. |
| (5) | Grant of RSUs not subject to performance conditions on February 19, 2023. These RSUs vested one-third on February 19, 20222024 and will vest one-third on each of February 19, 20232025 and February 19, 2024.2026. |
(4)(6) | Grant of restricted stock unitsRSUs not subject to performance conditions on August 19, 2023. These RSUs vested one-third on February 19, 20192024 and will vest one-third on each of February 19, 2025 and February 19, 2026. |
| (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, 20192023 through December 31, 2021. These awards are shown at the actual performance amount and include dividend equivalent payments. These restricted stock units were issued on February 9, 2022 upon determination of the achievement of the performance conditions. See “Compensation Discussion and Analysis—2021 Elements of Executive Compensation Program—Long-Term Incentive Plan—2019 PSU Grants Vested” for more details. |
(5) | Grant of restricted stock units on February 19, 2019 subject to an earnings per share performance condition for the period from January 1, 2019 through December 31, 2021. These awards are shown at the actual performance amount and include dividend equivalent payments. These restricted stock units were issued on February 9, 2022 upon determination of the achievement of the performance conditions. See “Compensation Discussion and Analysis—2021 Elements of Executive Compensation Program—Long-Term Incentive Plan—2019 PSU Grants Vested” for more details. |
(6) | Grant of restricted stock units on February 19, 2020 subject to an earnings per share performance condition for the period from January 1, 2020 through December 31, 2022.2025. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These restricted stock unitsPSUs will be issued on or about February 19, 20232026 upon determination of the achievement of the performance conditions. |
(7)(8) | Grant of restricted stock unitsPSUs on February 19, 20202023 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, 20202023 through December 31, 2022.2025. Under Item 402 of Regulation S-K, these awards are shown at the targetmaximum performance amount. These restricted stock unitsPSUs will be issued on or about February 19, 20232026 upon determination of the achievement of the performance conditions. |
(8)(10) | Grant of restricted stock unitsPSUs on FebruaryAugust 19, 20212023 subject to an earnings per share performance condition for the period from January 1, 20212023 through December 31, 2023.2025. Under Item 402 of Regulation S-K, these awards are shown at the targetmaximum performance amount. These restricted stock unitsPSUs will be issued on or about February 19, 20242026 upon determination of the achievement of the performance conditions. |
(9)(11) | Grant of restricted stock unitsRSUs not subject to performance conditions on May 12, 2022. These RSUs vested one-half on February 19, 2024 and will vest one-half on February 19, 2025. |
| (12) | Grant of PSUs on February 19, 2021 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2021 through December 31, 2023. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were issued on February 7, 2024 upon determination of the achievement of the |
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| performance conditions. See “Compensation Discussion and Analysis—2023 Elements of Executive Compensation Program—Long-Term Incentive Plan—2021 PSU Grants Vested” for more details. |
| (13) | Grant of PSUs on February 19, 2021 subject to an earnings per share performance condition for the period from January 1, 2021 through December 31, 2023. These awards are shown at the actual performance amount and include dividend equivalent payments. These PSUs were issued on February 7, 2024 upon determination of the achievement of the performance conditions. See “Compensation Discussion and Analysis—2023 Elements of Executive Compensation Program—Long-Term Incentive Plan—2021 PSU Grants Vested” for more details. |
| (14) | Grant of PSUs on February 19, 2022 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2022 through December 31, 2024. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These restricted stock unitsPSUs will be issued on or about February 19, 20242025 upon determination of the achievement of the performance conditions. |
(10)(15) | Grant of restricted stock unitsPSUs on February 19, 2022 subject to an earnings per share performance condition for the period from January 1, 2022 through December 31, 2024. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2025 upon determination of the achievement of the performance conditions. |
| (16) | Grant of PSUs on May 12, 2022 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2022 through December 31, 2024. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2025 upon determination of the achievement of the performance conditions. |
| (17) | Grant of PSUs on May 12, 2022 subject to an earnings per share performance condition for the period from January 1, 2022 through December 31, 2024. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2025 upon determination of the achievement of the performance conditions. |
| (18) | Grant of PSUs on February 19, 2022 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2022 through December 31, 2024. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2025 upon determination of the achievement of the performance conditions. These PSUs do not provide for qualified retirement eligibility. |
| (19) | Grant of PSUs on February 19, 2022 subject to an earnings per share performance condition for the period from January 1, 2022 through December 31, 2024. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2025 upon determination of the achievement of the performance conditions. These PSUs do not provide for qualified retirement eligibility. |
| (20) | Grant of RSUs not subject to performance conditions on FebruaryMay 13, 2021. This portion of the RSUs will vest on May 19, 2019.2024. |
| (21) | Grant of RSUs not subject to performance conditions on November 19, 2023. The award cliff-vests in full on November 19, 2026. These restricted stock unitsRSUs do not provide for qualified retirement eligibility. |
| (22) | Grant of RSUs not subject to performance conditions on November 19, 2023. These RSUs vested in wholeone-third on February 19, 2022.2024 and will vest one-third on each of February 19, 2025 and February 19, 2026. |
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| (23) | Grant of PSUs on November 19, 2023 subject to a performance condition of total stockholder return relative to the S&P 500 Index for the period from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2026 upon determination of the achievement of the performance conditions. |
| (24) | Grant of PSUs on November 19, 2023 subject to an earnings per share performance condition for the period from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2026 upon determination of the achievement of the performance conditions. |
| (25) | The PSUs reflected in the table for Mr. Tilly represent a prorated number of PSU awards still eligible to vest based on the award’s performance vesting conditions. Mr. Tilly forfeited all other PSUs in connection with his resignation. See “Severance, Change in Control and Employment-Related Agreements—Mr. Tilly’s Separation Letter Agreement” for a description of the vesting treatment of Mr. Tilly’s awards in connection with his resignation. |
| (26) | The PSUs reflected in the table for Mr. Schell represent a prorated number of PSU awards still eligible to vest based on the award’s performance vesting conditions. Mr. Schell forfeited all other PSUs in connection with his resignation. See “Severance, Change in Control and Employment-Related Agreements—Mr. Schell’s Equity Award Acceleration” for a description of the vesting treatment of Mr. Schell’s awards in connection with his resignation. |
2021 Option Exercises and2023 Stock Vested Table
The following table sets forth the options exercised and equity awards that vested during 2021.2023. | | | | | Stock Awards | | Number of Shares | | Value Realized on | Name | Acquired on Vesting (#) | | Vesting | Fredric J. Tomczyk | 1,448 | | $ | 200,953 | Jill M. Griebenow | 2,525 | | $ | 325,952 | David Howson | 10,826 | | $ | 1,388,958 | Christopher A. Isaacson | 18,935 | | $ | 2,421,251 | Catherine R. Clay | 2,954 | | $ | 386,022 | Edward T. Tilly (1) | 70,022 | | $ | 9,395,341 | Brian N. Schell (2) | 30,412 | | $ | 4,064,658 |
| | | | | | | | | Option Awards | | Stock Awards | | Number of Shares | | Value Realized on | | Number of Shares | | Value Realized on | Name | Acquired on Exercise (#) | | Exercise | | Acquired on Vesting (#) | | Vesting | Edward T. Tilly | — | | $ | — | | 33,203 | | $ | 3,108,072 | Christopher A. Isaacson | — | | $ | — | | 8,363 | | $ | 787,598 | Brian N. Schell | — | | $ | — | | 8,514 | | $ | 800,324 | David Howson | — | | $ | — | | 2,073 | | $ | 199,464 | Patrick Sexton | — | | $ | — | | 4,136 | | $ | 387,719 |
| (1) | A portion of the awards reflected in the “Stock Awards” column represent Mr. Tilly’s time-based RSU awards that vested pro rata (based on service) on September 18, 2023, the date of Mr. Tilly’s resignation and last day of employment, as Mr. Tilly was retirement eligible at the time of his separation from service and pursuant to his separation letter agreement. The shares of common stock underlying the RSUs that vested in connection with his resignation will be delivered to him, as applicable, following a 6-month delay required under Section 409A of the Internal Revenue Code. See “Severance, Change in Control and Employment-Related Agreements—Mr. Tilly’s Separation Letter Agreement” for a description of the vesting treatment of Mr. Tilly’s awards in connection with his resignation. |
| (2) | A portion of the awards reflected in the “Stock Awards” column represent Mr. Schell’s time-based RSU awards that vested in full on July 18, 2023, the last day of his employment, as Mr. Schell was retirement eligible at the time of his separation from service. The shares of common stock |
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| underlying the RSUs that vested in connection with his resignation will be delivered to him, as applicable, following a 6-month delay required under Section 409A of the Internal Revenue Code. |
20212023 Non-Qualified Deferred Compensation Table
| | | | | | | | | | | | | | | | | | | | | | Executive | | Registrant | | Aggregate | | | | | | | | | | | Contributions | | Contributions | | Earnings | | Aggregate | | Aggregate | | | | | in Last | | in Last | | in Last | | Withdrawals/ | | Balance at | Name (1) | | | | FY (2) | | FY (3) | | FY (4) | | Distributions | | Last FYE | Fredric J. Tomczyk | | Equity Deferral Plan | | $ | 170,046 | | $ | — | | $ | | — | | $ | — | | $ | — | Jill M. Griebenow | | SERP | | $ | 18,072 | | $ | 36,144 | | $ | | 32,882 | | $ | — | | $ | 131,113 | David Howson | | SERP | | $ | 21,875 | | $ | 126,138 | | $ | | 1,584 | | $ | — | | $ | — | Christopher A. Isaacson | | SERP | | $ | 966,813 | | $ | 154,690 | | $ | | 299,694 | | $ | — | | $ | 4,808,628 | Catherine R. Clay | | SERP | | $ | 46,451 | | $ | 53,975 | | $ | | 16,514 | | $ | — | | $ | 262,642 | | | Cash Deferral Plan | | $ | 31,073 | | $ | — | | $ | | 3,104 | | $ | — | | $ | 26,433 | Edward T. Tilly | | SERP | | $ | 159,776 | | $ | 319,552 | | $ | | 242,758 | | $ | — | | $ | 4,429,465 | | | ERP | | $ | — | | $ | 674,751 | | $ | | 352,150 | | $ | — | | $ | 4,684,191 | Brian N. Schell | | SERP | | $ | 50,109 | | $ | 100,218 | | $ | | 220,916 | | $ | — | | $ | 722,779 |
| | | | | | | | | | | | | | | | | | | | | | Executive | | Registrant | | Aggregate | | | | | | | | | | | Contributions | | Contributions | | Earnings | | Aggregate | | Aggregate | | | | | in Last | | in Last | | in Last | | Withdrawals/ | | Balance at | Name (1) | | | | FY (2) | | FY (3) | | FY (4) | | Distributions | | Last FYE | Edward T. Tilly | | SERP | | $ | 135,521 | | $ | 271,041 | | $ | | 413 | | $ | — | | $ | 3,868,874 | | | ERP | | $ | — | | $ | 551,703 | | $ | | 433 | | $ | — | | $ | 4,051,943 | Christopher A. Isaacson | | SERP | | $ | 743,416 | | $ | 118,947 | | $ | | 306,751 | | $ | — | | $ | 4,743,937 | Brian N. Schell | | SERP | | $ | 44,206 | | $ | 88,412 | | $ | | 146,460 | | $ | — | | $ | 705,514 | Patrick Sexton | | SERP | | $ | 36,250 | | $ | 29,000 | | $ | | 145,555 | | $ | — | | $ | 799,644 |
| (1) | Executive and registrant contributions include contributions during 2021. Messrs. Isaacson, Schell, and Sexton are not2023. Only Mr. Tilly was eligible to participate in the Executive Retirement Plan.ERP. Only Mr. Howson, as a U.K. based employee,Tomczyk was not eligible to participate in the Supplemental Executive Retirementdirectors’ Equity Deferral Plan nor the Executive Retirement Plan.when he was a non-employee director. Numbers may not foot due to rounding. |
| (2) | TheOther than with respect to Mr. Tomczyk, the amount of executive contributions made by each named executive officerNEO and reported in this column is included in each named executive officer’sNEO’s compensation reported in the 2021 Summary Compensation TableSCT under the column labeled “Salary”. The amount of executive contributions made by Mr. Tomczyk and reported in this column is included in Mr. Tomczyk’s compensation reported in the SCT under the column labeled “All Other Compensation”. |
| (3) | The amount of registrant contributions reported in this column for each named executive officerNEO is also included in his compensation reported in the 2021 Summary Compensation TableSCT under the column labeled “All Other Compensation”. |
| (4) | Earnings are based upon the investment fund selected by the named executive officerNEO for each plan. |
Non-Qualified Defined Contribution Plans We do not have a defined benefit retirement plan. We currently have two3 non-qualified defined contribution plans in which the named executive officersNEOs may, as applicable, participate: the Supplemental Executive Retirement Plan, and the Executive Retirement Plan, and the Cash Deferral Plan. The investment options for these plans only include investment options that are available under the qualified plan. The SERP is designed for employees whose level of compensation exceeds the IRS defined annual compensation limit ($290,000330,000 for 2021)2023). Under the SERP, we match deferral contributions made by the employee under the SERP with respect to compensation in excess of the IRS compensation limit.
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These contributions mirror those under the 401(k) plan. In 2021,2023, we matched employee contributions up to 4% | | | 84 | Cboe Global Markets 2024 Proxy Statement | |
of the employee’semployee’s compensation, subject to statutory limitations. We matched 200% of such contributions. While Mr. Howson, asTomczyk was a U.K. based employee,non-employee director, he was not eligible to participate in the SERP. Further, as an employee director Mr. Tomczyk did not participate in the SERP in 2023. Mr. Tilly iswas the only NEO eligible to participate in the ERP. Our 20212023 contribution to the ERP was 6% of each participant’s base salary and annual incentive, and, in the future, we expect to make further contributions consistent with this formula.incentive. Effective January 1, 2017, the ERP iswas frozen to new executive officers and employees. Messrs. Isaacson, Schell, Howson, and Sexton are not eligible to participate in the ERP. In 2021,2023, Mr. Tilly participated in the age-based component of the ERP. In addition to the contribution to the ERP described in the preceding paragraph, under the age-based component, we contribute to each eligible employee’s account an amount equal to a percentage of the employee’s base salary and cash incentive, based on such employee’s age at the start of the year, as set forth in the table below. | | | | | | Contribution | Age of Participant | | Percentage | Under 45 | | 1 | % | 45 to 49 | | 3 | % | 50 to 54 | | 6 | % | 55 to 59 | | 9 | % | 60 to 64 | | 11 | % | 65 and over | | None | |
All of our contributions to non-qualified defined contribution plansthe SERP and ERP vest 20% for each year of continuous service, identical to the qualified plan. All of our participating named executive officersNEOs, other than Mr. Tomczyk, are fully vested in the plans.SERP and ERP. The Cash Deferral Plan is designed for employees whose level of compensation exceeds the IRS defined annual compensation limit ($330,000 for 2023) and non-employee directors. Under the Cash Deferral Plan, we do not match deferral contributions made by the employee and non-employee directors under the Cash Deferral Plan. There are no vesting requirements under the Cash Deferral Plan. See “Non-Employee Director Compensation—Deferred Compensation” for a description of the Equity Deferral Plan and for more information regarding the Cash Deferral Plan. | | | | Cboe Global Markets 20222024 Proxy Statement | 6785
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SEVERANCE, CHANGE IN CONTROL AND EMPLOYMENT-RELATED AGREEMENTS AsWe are not party to any employment agreements as of December 31, 2021, we had an employment agreement with Mr. Tilly, an offer letter and employment agreement with Mr. Howson, and2023. All NEOs employed by the other named executive officers areCompany as of December 31, 2023 were covered by the Executive Severance Plan. Mr. Tilly, who resigned without good reason effective September 18, 2023, was previously party to an employment agreement with the Company, which employment agreement was modified pursuant to the letter agreement discussed in more detail below. The material terms of the agreements and the plan are discussed below.
Mr. Tilly’s Employment AgreementTomczyk’s Offer Letter Under the Employment Agreement, as amended and restated on February 11, 2020 (the “Employment Agreement”), Mr. Tilly serves as our Chairman, President and CEO. The Employment Agreement is scheduled to expire on December 31, 2022, and thereafter will be automatically renewed for successive one-year terms (each, a “Renewal Period”) unless eitherOn September 18, 2023, the Company orentered into an offer letter (the “Tomczyk Offer Letter”) with Mr. Tilly gives notice notTomczyk, which sets forth certain compensation and benefits Mr. Tomczyk is entitled to renew the agreement at least 180 days priorreceive for his service as CEO. Pursuant to the expiration of the then current term.
The Employment Agreement provides forTomczyk Offer Letter, Mr. Tomczyk is entitled to (i) an annual base salary of at least $1,265,000. Mr. Tilly is also eligible to receive cash$1,000,000 per year and equity incentive awards, each in the sole discretion of the Board. Mr. Tilly is entitled to participate in all of our employee benefit and fringe benefit plans that are generally available to similarly situated members of senior management. Pursuant to the Employment Agreement, Mr. Tilly agreed to certain non-compete and non-solicit provisions during the employment term and for two years thereafter, as well as indefinite confidentiality obligations.
Under the Employment Agreement, upon a termination of employment by the Company without cause or by Mr. Tilly for good reason, or if Mr. Tilly’s employment is terminated due to death or disability, Mr. Tilly (or his estate, as applicable) will be entitled to receive the following (collectively, the “Benefits”): (i) accrued but unpaid base salary through the date of termination; (ii) a pro-ratedtarget bonus opportunity equal to the bonus that Mr. Tilly would have received for the calendar year in which termination occurs, based on target performance, pro-rated for the portion165% of the calendar year worked; (iii) a lump sum cash severance payment in an amount equal to the sum of (A) two times thehis annual base salary in effect onsalary. In connection with the date of termination and (B) two times the target bonus for the year of termination; (iv) a lump sum cash payment in an amount equal to the aggregate amount of all employer contributions Mr. Tilly would have received had his employment continued for a period of two years under the SMART Plan, the SERP and the ERP; and (v) Company-paid premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or an amount equal to Mr. Tilly’s COBRA premiums, sufficient to cover full family health care for a period of 18 months following the termination of employment and, at the end of such period, reimbursement of premiums for six additional months of coverage under a comparable individual health policy.
Mr. Tilly would also receive these Benefits if he is terminated without cause or resigns for good reason within 24 months after a change in control, except that he will be reimbursed for 18 months of individual health coverage following the expiration of his COBRA period, rather than six months.
In addition to the Benefits, under the Employment Agreement, upon a termination of employment by the Company without cause or by Mr. Tilly for good reason, Mr. Tilly (or his estate, as applicable) will be also entitled to receive full vesting of outstanding performance based restricted stock units based on the level of actual performance achieved.
The Employment Agreement also provides that upon a voluntary termination of employment by Mr. Tilly without good reason, Mr. Tilly (or his estate, as applicable) will be entitled to receive the following: (i) accrued but unpaid base salary through the date of termination; (ii) if not already paid prior to termination, bonus equal to the bonus that Mr. Tilly would have received for the calendar year prior to which termination occurs, based on actual performance; (iii) if termination is on or after January 1, 2023, full vesting of outstanding performance based restricted stock units granted prior to
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January 1, 2023, based on the level of actual performance achieved; and (iv) if termination is after the completion of a Renewal Period, full vesting of outstanding performance based restricted stock units granted during such Renewal Period, based on the level of actual applicable performance achieved.
Mr. Howson’s Offer Letter, and Employment Agreement
We entered intoMr. Tomczyk also received an offer letter agreement with Mr. Howson, dated December 19, 2019 (the “Offer Letter Agreement”), pursuant to which he indicated his intent to continue employment with us following a promotion in exchange for the compensation specified therein.
Under Mr. Howson’s Offer Letter Agreement, Mr. Howson would serve as our President, Cboe Europe Limited, effective January 1, 2020. Mr. Howson’s Offer Letter Agreement provides for an initial annual base salary of 420,000 GBP and an initial target annual bonus of 462,000 GBP. Mr. Howson’s Offer Letter Agreement also provides that Mr. Howson will be eligible for an initial target annual equity incentive award havingin the form of time-based RSUs for shares of the Company’s common stock with a grant date value of $650,000.
$7,150,000. The RSU grant was granted in lieu of any annual equity incentive award grant for the 2023 and 2024 fiscal years and vests in 3 equal installments on each of October 12, 2024, October 12, 2025, and October 12, 2026, subject to (i) Mr. Howson continues toTomczyk’s continued employment through at least the first anniversary of the grant date and (ii) continued service on the Board thereafter. Mr. Tomczyk will also be eligible forto participate in the severanceCompany’s employee benefit plans available to similarly situated executives and other change in controlto receive relocation assistance benefits under his employment agreement with Bats Global Markets Holdings, Inc., a wholly owned subsidiary of the Company, dated December 17, 2015 (the “Howson Employment Agreement”).Company’s relocation program. The Howson Employment Agreement expired on December 31, 2018, and thereafter automatically renews for successive one-year terms unless either the Company orTomczyk Offer Letter does not provide Mr. Howson gives notice not to renew the agreement at least 90 days priorTomczyk any severance benefits, as Mr. Tomczyk is subject to the expiration of the then current term.Executive Severance Plan (described below). Under the Howson Employment Agreement, upon a termination of Mr. Howson’s employment by us without cause or by the executive for good reason, the terminated executive is entitled to: (i) one times his annual base salary; (ii) an amount equal to one times his target bonus; (iii) reimbursement for insurance premiums payable over twelve (12) months; and (iv) his pro rata bonus as of the date of termination based on actual performance. Upon a voluntary termination of Mr. Howson’s employment without good reason, he is entitled to one times his annual base salary during such time that we elect to enforce his covenant not to compete.
Mr. Howson is entitled to certain severance compensation and benefits upon a change in control. The Howson Employment Agreement provides that if, within the 24-month period occurring immediately after a change in control, the executive is terminated by us without cause or terminates his employment for good reason, he is entitled to: (i) two times his annual base salary; (ii) an amount equal to two times his target annual bonus; (iii) reimbursement for twelve (12) months of insurance premiums payable in a lump sum; (iv) his pro rata bonus as of the date of termination based on target performance; and (v) accelerated vesting of all outstanding equity awards.
If Mr. Howson retires, dies, becomes disabled, or his employment is terminated for cause, the executive will not receive any cash severance benefits (except for any accrued obligations and the payment of the executive’s pro rata bonus based on actual performance as of the date of termination due to the executive's death or disability). Mr. Howson may choose to continue medical and dental benefits through COBRA or his insurance at his own cost.
Under the Howson Employment Agreement, we are required to provide him with the minimum statutory notice requirements of the Employment Rights Act which are applicable to the work carried out by Mr. Howson in the UK.
Executive Severance Plan Except as disclosed herein, the other named executive officersNEOs do not have employment agreements; however, the Compensation Committee believes it is appropriate to provide an Executive Severance Plan to encourage retention, maintain a consistent management team to effectively run our operations, and allow executives to focus on our strategic business priorities. The Chief Executive OfficerCEO of the Company determines from time to time the executive vice president (“EVP”) and senior
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vice president (“SVP”) participants in the plan. As of December 31, 2021,2023, the plan participants covered Mses. Griebenow and Clay and Messrs. Tomczyk, Howson, and Isaacson, Schell, Sexton, and other officers. Under the plan, a participant who experiences an involuntary termination (as defined in the plan, which includes termination by us without cause and by the executive for good reason) is entitled to receive the following severance benefits: theThe participant’s accrued salary, unpaid expenses, accrued and unpaid vacation days through the date of termination, and any unpaid bonus earned in any year prior to the year in which the participant’s employment terminates,terminates;
anAn amount equal to a pro-ratedprorated bonus for the year of employment termination, based on target performance for such year,year;
aA severance payment in an amount equal to the sum of the participant’s base salary and target annual bonus,bonus; and
COBRA premiums for 18 months for EVP participants in the plan and 12 months for SVP and all other participants (other than EVPs) in the plan.
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Under the terms of the plan, if the participant’s employment is terminated either by us for cause, or by the participant other than for good reason (each as defined in the plan), we will pay the participant any unpaid bonus and accrued benefits. If the participant is terminated in connection with a change in control, which includes a termination without cause or a resignation for good reason that occurs within a period beginning six6 months before a change in control and ending two2 years after, such participant will receive the following severance benefits: theThe participant’s accrued salary, unpaid expenses, accrued and unpaid vacation days through the date of termination, and any unpaid bonus earned in any year prior to the year in which the participant’s employment terminates,terminates;
anAn amount equal to a pro-ratedprorated bonus for the year of employment termination, based on target performance for such year,year;
aA severance payment in an amount equal to two times, with respect to EVP participants in the plan and, and, one and a half times, with respect to SVP and all other participants (other than EVPs) in the plan, the sum of the participant’s base salary and target annual bonus,bonus; and
COBRA premiums for 24 months for EVP participants in the plan and 18 months for SVP and all other participants (other than EVPs) in the plan.
The plan also provides that we will require any successor to expressly assume and agree to maintain the plan. Mr. Tilly’s Separation Letter Agreement In connection with Mr. Tilly’s resignation, the Company and Mr. Tilly entered into a Letter Agreement dated September 18, 2023 (the “Letter Agreement”). Pursuant to the Letter Agreement, the parties acknowledged the payments and other benefits due to Mr. Tilly under the terms of the employment agreement entered into by Mr. Tilly and the Company on February 9, 2023 (the “2023 Employment Agreement”) as a result of Mr. Tilly’s resignation without good reason (as defined in his 2023 Employment Agreement). Under the terms of the Letter Agreement, (i) Mr. Tilly was permitted to retain a pro rata portion of his outstanding time-based RSUs based on the number of days worked through his resignation date and will forfeit the remainder, and (ii) Mr. Tilly was permitted to retain a pro rata portion of his outstanding performance-based PSUs based on the number of days worked through his resignation date, and which will be paid out based on the Company’s actual performance through the end of the applicable performance period for each award. Mr. Tilly agreed to forfeit the remaining portion of his equity awards. The Letter Agreement provides for no more favorable treatment of Mr. Tilly’s outstanding equity awards than what Mr. Tilly is otherwise contractually entitled to receive in connection with a voluntary termination of employment under the terms of his employment agreement and the award agreements governing his outstanding equity awards. Pursuant to the Letter Agreement, Mr. Tilly also executed a customary release agreement, and acknowledged that he will remain subject to the 2-year post-termination non-compete and non-solicit provisions, as well as indefinite confidentiality obligations, set forth in his 2023 Employment Agreement. As of December 31, 2023, the dollar value of Mr. Tilly’s accelerated incentive equity is $16,506,802, using the fair market value of the Company’s common stock as of the last business day of the fiscal year. Mr. Schell’s Equity Award Acceleration Prior to his resignation, Mr. Schell was covered by the Executive Severance Plan. In connection with his resignation effective July 18, 2023, Mr. Schell was only eligible for accrued, unpaid benefits under the plan. Mr. Schell was entitled to acceleration of vesting in full of RSU awards and pro-rata vesting of | | | | Cboe Global Markets 2024 Proxy Statement | 87 |
certain PSU awards, as applicable, because he had satisfied, as of his separation date, the retirement requirements of 55 years of age and 10 years of service. As of December 31, 2023, the dollar value of Mr. Schell’s accelerated incentive equity is $4,479,356, using the fair market value of the Company’s common stock as of the last business day of the fiscal year. Severance Payments The following table shows the potential additional payment to each officerNEO serving on December 31, 2023 pursuant to for Mr. Tilly his employment agreement, for Mr. Howson his offer letter and employment agreement, and for the other named executive officers, the Executive Severance Plan, each discussed above, upon the termination of the executive’s employment by us without cause or by the executive for good reason (including following a change in control), upon the executive’s death or disability, qualified retirement (if eligible), and by the executive without good reason. The amounts shown assume that the termination or event occurred on December 31, 2021. Mr. Howson receives his cash compensation in British pounds. The amounts reported below were converted to U.S. dollars using a rate of £1.00 to $1.35, which was the exchange rate as of December 31, 2021.2023. Numbers may not foot due to rounding.
| | | | | | | | | | | | | | | | | | | | | | | | | | | Cash | | Stock Vesting | | | | | | | | Name | | | | Salary | | Incentive (6) | | Acceleration (7) | | | Other (8) | | Total | Fredric J. Tomczyk | | (1) | | $ | 1,000,000 | | $ | 2,124,375 | | $ | — | | | $ | 29,588 | | $ | 3,153,963 | | | (2) | | $ | 2,000,000 | | $ | 3,774,375 | | $ | 8,155,728 | | | $ | 39,451 | | $ | 13,969,554 | | | (3) | | $ | — | | $ | — | | $ | 8,155,728 | | | $ | — | | $ | 8,155,728 | | | (4) | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | | (5) | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | Jill M. Griebenow | | (1) | | $ | 500,000 | | $ | 1,116,627 | | $ | — | | | $ | 30,185 | | $ | 1,646,812 | | | (2) | | $ | 1,000,000 | | $ | 1,716,627 | | $ | 2,220,572 | | | $ | 40,247 | | $ | 4,977,446 | | | (3) | | $ | — | | $ | — | | $ | 1,639,538 | | | $ | — | | $ | 1,639,538 | | | (4) | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | | (5) | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | David Howson | | (1) | | $ | 625,000 | | $ | 1,687,500 | | $ | 2,870,531 | | | $ | 51,754 | | $ | 5,234,785 | | | (2) | | $ | 1,250,000 | | $ | 2,531,250 | | $ | 14,234,268 | | | $ | 69,005 | | $ | 18,084,523 | | | (3) | | $ | — | | $ | — | | $ | 10,389,514 | | | $ | — | | $ | 10,389,514 | | | (4) | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | | (5) | | $ | — | | $ | — | | $ | 2,870,531 | | | $ | — | | $ | 2,870,531 | Christopher A. Isaacson | | (1) | | $ | 650,000 | | $ | 1,950,000 | | $ | 3,986,173 | | | $ | 48,551 | | $ | 6,634,724 | | | (2) | | $ | 1,300,000 | | $ | 2,925,000 | | $ | 13,042,022 | | | $ | 64,734 | | $ | 17,331,756 | | | (3) | | $ | — | | $ | — | | $ | 9,958,291 | | | $ | — | | $ | 9,958,291 | | | (4) | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | | (5) | | $ | — | | $ | — | | $ | 3,986,173 | | | $ | — | | $ | 3,986,173 | Catherine R. Clay | | (1) | | $ | 500,000 | | $ | 983,333 | | $ | 2,428,000 | | | $ | 52,345 | | $ | 3,963,678 | | | (2) | | $ | 1,000,000 | | $ | 1,483,333 | | $ | 3,375,320 | | | $ | 69,793 | | $ | 5,928,446 | | | (3) | | $ | — | | $ | — | | $ | 2,463,235 | | | $ | — | | $ | 2,463,235 | | | (4) | | $ | — | | $ | — | | $ | 2,428,000 | | | $ | — | | $ | 2,428,000 | | | (5) | | $ | — | | $ | — | | $ | 2,428,000 | | | $ | — | | $ | 2,428,000 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | Cash | | Stock Vesting | | | | | | | | Name | | | | Salary | | Incentive(6) | | Acceleration(7) | | | Other(8) | | Total | Edward T. Tilly | | (1) | | $ | 2,530,000 | | $ | 6,261,750 | | $ | 13,593,548 | | | $ | 590,510 | | $ | 22,975,808 | | | (2) | | $ | 2,530,000 | | $ | 6,261,750 | | $ | 13,593,548 | | | $ | 885,765 | | $ | 23,271,063 | | | (3) | | $ | 2,530,000 | | $ | 6,261,750 | | $ | 13,593,548 | | | $ | 590,510 | | $ | 22,975,808 | | | (4) | | $ | 0 | | $ | 0 | | $ | 10,317,769 | | | $ | 0 | | $ | 10,317,769 | | | (5) | | $ | 0 | | $ | 0 | | $ | 10,317,769 | | | $ | 0 | | $ | 10,317,769 | Christopher A. Isaacson | | (1) | | $ | 650,000 | | $ | 1,950,000 | | $ | 330,303 | | | $ | 28,224 | | $ | 2,958,527 | | | (2) | | $ | 1,300,000 | | $ | 2,925,000 | | $ | 4,937,074 | | | $ | 56,449 | | $ | 9,218,523 | | | (3) | | $ | 0 | | $ | 0 | | $ | 4,937,074 | | | $ | 0 | | $ | 4,937,074 | | | (4) | | $ | 0 | | $ | 0 | | $ | 0 | | | $ | 0 | | $ | 0 | | | (5) | | $ | 0 | | $ | 0 | | $ | 330,303 | | | $ | 0 | | $ | 330,303 | Brian N. Schell | | (1) | | $ | 525,000 | | $ | 1,470,000 | | $ | 3,253,631 | | | $ | 30,707 | | $ | 5,279,338 | | | (2) | | $ | 1,050,000 | | $ | 2,205,000 | | $ | 4,297,202 | | | $ | 61,413 | | $ | 7,613,615 | | | (3) | | $ | 0 | | $ | 0 | | $ | 4,297,202 | | | $ | 0 | | $ | 4,297,202 | | | (4) | | $ | 0 | | $ | 0 | | $ | 3,253,631 | | | $ | 0 | | $ | 3,253,631 | | | (5) | | $ | 0 | | $ | 0 | | $ | 3,253,631 | | | $ | 0 | | $ | 3,253,631 | David Howson | | (1) | | $ | 567,000 | | $ | 1,678,725 | | $ | 0 | | | $ | 13,803 | | $ | 2,259,528 | | | (2) | | $ | 1,134,000 | | $ | 2,302,425 | | $ | 3,205,623 | | | $ | 13,803 | | $ | 6,655,851 | | | (3) | | $ | 0 | | $ | 1,055,025 | | $ | 3,205,623 | | | $ | 0 | | $ | 4,260,648 | | | (4) | | $ | 0 | | $ | 0 | | $ | 0 | | | $ | 0 | | $ | 0 | | | (5) | | $ | 567,000 | | $ | 0 | | $ | 0 | | | $ | 0 | | $ | 567,000 | Patrick Sexton | | (1) | | $ | 415,000 | | $ | 996,000 | | $ | 1,390,955 | | | $ | 30,707 | | $ | 2,832,662 | | | (2) | | $ | 830,000 | | $ | 1,494,000 | | $ | 1,835,119 | | | $ | 61,413 | | $ | 4,220,532 | | | (3) | | $ | 0 | | $ | 0 | | $ | 1,835,119 | | | $ | 0 | | $ | 1,835,119 | | | (4) | | $ | 0 | | $ | 0 | | $ | 1,390,955 | | | $ | 0 | | $ | 1,390,955 | | | (5) | | $ | 0 | | $ | 0 | | $ | 1,390,955 | | | $ | 0 | | $ | 1,390,955 |
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| (1) | Represents amounts to be paid in connection with a termination of the executive’sexecutive’s employment by us without cause or by the executive for good reason. |
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| (2) | Represents amounts to be paid in connection with a termination of the executive’s employment by us without cause or by the executive for good reason following a change in control. |
| (3) | Represents amounts to be paid in connection with death or disability. |
| (4) | Represents amounts to be paid in connection with a qualified retirement. As of December 31, 2021,2023, Messrs. Tomczyk, Howson and Isaacson and HowsonMs. Griebenow have not satisfied the retirement requirements of 55 years of age and 10 years of service. |
| (5) | Represents amounts to be paid in connection with a termination of the executive’s employment by the executive without good reason. |
| (6) | The amounts shown represent, in the aggregate, any unpaid bonus earned in any year prior to the year in which the executive’s employment terminates, a pro-ratedprorated target bonus amount, a pro-rated actual bonus amount with respect to Mr. Howson, and a bonus payment in an amount equal to one1 or two2 times target bonus, as applicable. |
| (7) | If a retirement-eligible executive terminates for any reason, other than death or disability or a termination of the executive’s employment by us without cause or by the executive for good reason following a change in control, they are assumed to have taken a retirement.Amounts for Messrs. Tilly, Schell, and SextonMs. Clay in rows 1, 4, and 5 include acceleration of vesting of certain equity awards, including full or pro-rata vesting of PSU awards, as applicable, because they haveshe has satisfied, as of December 31, 2021,2023, the retirement requirements of 55 years of age and 10 years of service. Amounts for Messrs. Tilly,Howson, and Isaacson Schell, and Sexton assume satisfaction of the performance period for the 20192021 PSU awards as of December 31, 2021,2023, which were certified and issued subsequent to the end of 2021.2023. The amounts shown are based on the market value of our common stock on December 31, 2021 and2023. The amounts that include 2021 PSU awards are shown at the target performance amount, other than 2019 PSU awards, which are shown at actual performance amount and include dividend equivalent payments. The amounts that include 2022 and 2023 PSU awards are shown at the maximum or target, as applicable, performance amounts. As discussed in more detail under “Summary Compensation—2023 Grants of Plan-Based Awards Table—Equity Incentives,” starting after October 12, 2024, Mr. Tomczyk’s October 2023 RSU award will become eligible for accelerated full or pro rata vesting in connection with certain separation and change in control events if Mr. Tomczyk remains in continuous service as CEO through October 12, 2024. Since this table assumes a separation or event took place on December 31, 2023, it does not reflect these accelerated amounts. |
| (8) | The amounts shown represent amounts contributed on behalf of Mr. Tilly under our qualified and non-qualified defined contribution plans in connection with his termination and on behalf of our executives the estimated COBRA or medical premium costs (based upon total monthly premiums as of December 31, 2021) for 12 months of coverage for Mr. Howson, and for Messrs. Tilly, Isaacson, Schell, and Sexton of 18 months of coverage or 24 months, in the case of a change in control. The reimbursement payable to Mr. Tilly at the end of the COBRA continuation period for an additional 6 months of medical insurance coverage (additional 18 months if termination is within 18 months of a change in control) is included. All of the participating named executive officersNEOs, except for Mr. Tomczyk, are fully vested in our qualified and non-qualified defined contribution plans, so there is no acceleration of vesting on these events.events. As of December 31, 2023, Mr. Tomczyk has not vested in any matching or employer contributions under our qualified and non-qualified defined contribution plans. |
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PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees (other than Mr. Tilly,Tomczyk, our Chairman, President and Chief Executive Officer)CEO) and the annual total compensation of Mr. Tilly.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 2021,2023, the median of the annual total compensation of all employees of the Company (other than our CEO)Mr. Tomczyk) was $165,355$179,120 and the annual total compensation of our CEOMr. Tomczyk was $10,646,558, as reported in the “Total” column of our 2021 Summary Compensation Table above.$10,289,759. Based on this information, the ratio of the annual total compensation of Mr. Tomczyk, our CEO, to the median of the annual total compensation of all employees (excluding Mr. Tomczyk) was 64 to 58:1. Median Employee We identified the median employee by reviewing the annual total compensation of all full-time, part-time, and temporary employees employed by us on November 15, 20212023 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 1,0001,583 employees as of November 15, 2021,2023, which excluded, (i) under the non-U.S. de minimis exception to the pay ratio rule, all of our associatesemployees in CanadaJapan (approximately 27), Singapore (approximately 5)26), and Hong Kongthe Philippines (approximately 1)57), out of a total of 1,0331,666 employees, or 3%, and (ii) under the business acquisition exception, all of our associates acquired as a result of the Chi-X Asia Pacific acquisition in July 2021.5%. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for calculating total compensation for each of our named executive officersNEOs as set forth in the 2021 Summary Compensation TableSCT above. CEO Mr. Tomczyk began serving as our CEO effective September 18, 2023. As permitted by Instruction 10 to Item 402(u) of Regulation S-K, for pay ratio purposes, Mr. Tomczyk’s compensation was annualized to represent his compensation as if he were CEO for the entire 2023 fiscal year. The calculation included the amounts reported in the SCT above for fiscal year 2023, except that (i) the salary was adjusted to assume Mr. Tomczyk received his year-end base salary rate for the entire fiscal year, (ii) the non-equity incentive plan compensation was adjusted to assume that Mr. Tomczyk received his year-end annual incentive plan award for the entire fiscal year, and (iii) car service element of “All Other Compensation” was adjusted to assume he was CEO for the entire fiscal year and not to include compensation related to his prior service as an independent director for the fiscal year. Consequently, the annual total compensation reported for CEO pay ratio purposes does not reflect the “Total” column of our SCT above, nor does it reflect amounts actually paid to our CEO for fiscal year 2023. Instead, the annual total compensation reported for the CEO above reflects the pay ratio disclosure requirements for a year in which a CEO transition occurs. | | | 90 | Cboe Global Markets 20222024 Proxy Statement | | 73
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (as determined in accordance with Item 402(v)) to our principal executive officer (“PEO”) and average compensation actually paid to our non-PEO NEOs and certain financial performance of the Company. This information is a reasonable estimate calculated in a manner consistent with Item 402(v) of Regulation S-K and there can be no assurances that some of the amounts reported will ever be realized. For information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation–Compensation Discussion and Analysis.” | | | | | | | | | | Value Of Initial Fixed $100
Investment Based On: | | | Year | | Summary
Compensation
Table Total
For PEO
(Tomczyk) (1) | | Compensation
Actually
Paid To PEO
(Tomczyk) (2) | Summary
Compensation
Table Total
For PEO
(Tilly) (1) | Compensation
Actually
Paid To PEO
(Tilly) (2) | Average
Summary
Compensation
Table Total For
Non-PEO NEOs
(3) | Average
Compensation
Actually
Paid To Non-
PEO NEOs (4) | Total
Shareholder
Return (5) | Peer
Group
Total
Shareholder
Return (6) | Net Income
(7)
(in millions) | Adjusted
EBITDA (8)
(in millions) | 2023 | | $ | 8,366,510 | | $ | 9,420,432 | $ | 9,403,311 | $ | 6,889,839 | $ | 3,255,931 | $ | 5,156,162 | $ | 158.37 | $ | 137.61 | $ | 758 | $ | 1,245 | 2022 | | | — | | | — | $ | 11,915,247 | $ | 14,520,578 | $ | 4,096,611 | $ | 4,865,964 | $ | 109.69 | $ | 112.11 | $ | 234 | $ | 1,136 | 2021 | | | — | | | — | $ | 10,646,558 | $ | 16,085,506 | $ | 3,188,615 | $ | 4,608,036 | $ | 112.12 | $ | 142.25 | $ | 527 | $ | 987 | 2020 | | | — | | | — | $ | 9,062,411 | $ | 4,706,224 | $ | 2,600,752 | $ | 1,566,348 | $ | 78.83 | $ | 109.59 | $ | 467 | $ | 875 |
(1) | The dollar amounts reported in this column are the amounts of total compensation reported for Messrs. Tomczyk or Tilly in connection with their service as CEO of the Company during each corresponding year, as applicable, in the “Total” column of the SCT. Refer to “Executive Compensation – Summary Compensation—Summary Compensation Table.” |
(2) | The dollar amounts reported in this column represent the amount of “compensation actually paid” to Messrs. Tomczyk or Tilly, respectively, for the years during which they served as CEO, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation earned by or paid to either individual during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to each individual’s total compensation as reported in the SCT for each year to determine Messrs. Tomczyk’s and Tilly’s respective compensation actually paid for that year as computed pursuant to Item 402(v). |
| | | Fredric J. Tomczyk | Year | Amount Deducted or Added | 2023 | Subtract stock and option awards reported in SCT | $ | -7,150,104 | Add fair value of stock and option awards granted in covered fiscal years, valued at year-end, that are outstanding and unvested as of the end of the covered fiscal years | $ | 8,155,728 | Add/Subtract stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years | $ | — | Add stock and option awards that were granted and vested in the same year, the fair value as of the vesting date (1) | $ | — | Add/Subtract stock and option awards granted in prior fiscal years that vested during covered fiscal years, the changes in fair value from the end of prior covered fiscal years to vesting dates | $ | 19,273 | Add dividends paid on unvested shares/units and stock options in the covered fiscal year | $ | 29,025 |
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| | | | | | | | | Edward T. Tilly | Year | Amount Deducted or Added | 2023 | 2022 | 2021 | | 2020 | Subtract stock and option awards reported in SCT | $ | -7,398,497 | $ | -6,193,018 | $ | -5,348,882 | $ | -4,700,084 | Add fair value of stock and option awards granted in covered fiscal years, valued at year-end, that are outstanding and unvested as of the end of the covered fiscal years | $ | 2,641,722 | $ | 6,681,376 | $ | 8,067,733 | $ | 3,089,476 | Add/Subtract stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years | $ | 5,677,007 | $ | 2,325,770 | $ | 2,563,384 | $ | -3,062,317 | Add stock and option awards that were granted and vested in the same year, the fair value as of the vesting date (1) | $ | 168,750 | $ | 42,091 | $ | 51,826 | $ | 130,740 | Add/Subtract stock and option awards granted in prior fiscal years that vested during covered fiscal years, the changes in fair value from the end of prior covered fiscal years to vesting dates | $ | 122,708 | $ | -345,779 | $ | 17,833 | $ | 125,425 | For awards granted in prior fiscal years that were forfeited during covered fiscal years, subtract the fair value of forfeited awards determined at end of prior fiscal years | $ | -3,814,963 | $ | — | $ | — | $ | — | Add dividends paid on unvested shares/units and stock options in the covered fiscal year | $ | 89,801 | $ | 94,891 | $ | 87,053 | $ | 60,573 |
| (1) | 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. |
| (3) | The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Messrs. Tomczyk and Tilly) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs (excluding Messrs. Tomczyk and Tilly) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Schell, Howson, and Isaacson and Mses. Griebenow and Clay; (ii) for 2022, Messrs. Schell, Howson, Isaacson, and Sexton; (iii) for 2021, Messrs. Schell, Howson, Isaacson, and Sexton; and (iv) for 2020, Messrs. Schell, Howson, Isaacson, and Bryan Harkins. |
| (4) | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Tomczyk and Tilly), as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Tomczyk and Tilly) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Messrs. Tomczyk and Tilly) for each year to determine the compensation actually paid as |
| | | 92 | Cboe Global Markets 2024 Proxy Statement | |
| computed pursuant to Item 402(v), using the same methodology described above in Note 2. Numbers may not foot due to rounding. |
| | | | | | | | | | | | | | | | | | | Year | Average Amount Deducted or Added | 2023 | 2022 | 2021 | | 2020 | Subtract average stock and option awards reported in SCT | $ | -1,953,534 | $ | -2,141,846 | $ | -1,479,798 | $ | -1,137,627 | Add average fair value of stock and option awards granted in covered fiscal years, valued at year-end, that are outstanding and unvested as of the end of the covered fiscal years | $ | 2,474,877 | $ | 2,341,864 | $ | 2,231,984 | $ | 747,786 | Add/Subtract average stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years | $ | 1,673,107 | $ | 626,640 | $ | 629,577 | $ | -589,383 | Add average for stock and option awards that were granted and vested in the same year, the fair value as of the vesting date (1) | $ | 28,066 | $ | 7,703 | $ | 6,952 | $ | 5,442 | Add/Subtract average stock and option awards granted in prior fiscal years that vested during covered fiscal years, the changes in fair value from the end of prior covered fiscal years to vesting dates | $ | 27,534 | $ | -91,526 | $ | 6,552 | $ | -76,806 | For awards granted in prior fiscal years that were forfeited during covered fiscal years, subtract the fair value of forfeited awards determined at end of prior fiscal years | $ | -376,095 | $ | — | $ | — | $ | — | Add average dividends paid on unvested shares/units and stock options in the covered fiscal year | $ | 26,276 | $ | 26,518 | $ | 24,153 | $ | 16,185 |
| (1) | 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 |
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| 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 Adjusted 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 the section “Executive Compensation–Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. Approximately 25% of the value of total compensation awarded to the NEOs consists of amounts determined under the Company short-term incentive compensation program and approximately 60% of the value of total compensation awarded to the NEOs is long-term incentive compensation generally comprised of equity awards, including RSUs and/or PSUs. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. Description of Relationship Between Compensation Actually Paid to our NEOs and Each Financial Metric Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Tomczyk and Tilly and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Tomczyk and Tilly) is generally aligned with the Company’s cumulative TSR over the 4 years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Messrs. Tomczyk and Tilly and to the other NEOs is comprised of equity awards. As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” | | | 94 | Cboe Global Markets 2024 Proxy Statement | |
approximately 60% of the value of total compensation awarded to the NEOs is comprised of equity awards, including RSUs and/or PSUs. 
Compensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid to Messrs. Tomczyk and Tilly and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Tomczyk and Tilly) is generally aligned with the Company’s net income. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is generally correlated with the measures net revenue, adjusted EBITDA, and adjusted EPS, which the Company does use for setting goals in the Company’s short-term incentive compensation program and any PSUs that are awarded to the NEOs. In 2022, net income was negatively impacted due to the impairment of goodwill recognized in the Digital reporting unit. This recognized goodwill impairment charge on the Cboe Digital asset, formerly known as Eris Digital Holdings, LLC, which was acquired in 2022, was adjusted out for purposes of our adjusted EBITDA performance to allow for a more comparable measure of actual performance against our pre-established adjusted EBITDA goal that was based on the 2022 annual budget that was developed prior to, and does not include, the impairment. The Compensation Committee and the Board of Directors applied negative discretion to reduce applicable individual performance payouts due to this recognized goodwill impairment charge, which contributed to lower compensation actually paid with respect to 2022. As described in more detail in the section “Executive Compensation—Compensation Discussion and | | | | Cboe Global Markets 2024 Proxy Statement | 95 |
Analysis,” approximately 25% of the value of total compensation awarded to the NEOs consists of amounts determined under the Company short-term incentive compensation program. 
Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Tomczyk and Tilly and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Tomczyk and Tilly) is generally aligned with the Company’s adjusted EBITDA over the 4 years presented in the table. As described above, the Company has determined that adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance. The Company utilizes adjusted EBITDA when setting goals in the Company’s short-term incentive compensation program. As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” approximately 25% of the value of total compensation awarded to the NEOs consists of amounts determined under the Company short- | | | 96 | Cboe Global Markets 2024 Proxy Statement | |
term incentive compensation program and approximately 60% of the value of total compensation awarded to the NEOs is comprised of equity awards, including RSUs and/or PSUs. 
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 4 year period presented in the table was 58%, while the cumulative TSR of the peer group presented for this purpose was 38% over the 4 years presented in the table. The Company’s cumulative TSR underperformed the peer group in 2020, generally matched the performance of the peer group in 2021, outperformed the peer group in 2022, and outperformed the peer group in 2023, representing the Company’s increased financial performance and execution of its growth strategy as compared to the companies comprising the peer group. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Executive Compensation—Compensation Discussion and Analysis.” 
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EQUITY COMPENSATION PLAN INFORMATION The following is information about our equity compensation plans as of December 31, 2021.2023. | | | | | | | | | | | | | | | | | Number of securities | | | Number of securities | | | | remaining available for | | | to be issued upon | | | | future issuance under | | | exercise of | | Weighted-average | | equity compensation plans | | | outstanding options, | | exercise price of | | (excluding securities | | | warrants and | | outstanding options, | | reflected in column | Plan Category | | rights (a) | | warrants and rights (b) | | (a)) (c) | Equity compensation plans approved by security holders | | N/A | (1) | | N/A | (1) | | 3,056,950 | (2) | Equity compensation plans not approved by security holders | | — | | | — | | | — | | Total | | — | (1) | | — | (1) | | 3,056,950 | (2) |
| | | | | | | | | | | | | | | | | Number of securities | | | Number of securities | | | | remaining available for | | | to be issued upon | | | | future issuance under | | | exercise of | | Weighted-average | | equity compensation plans | | | outstanding options, | | exercise price of | | (excluding securities | | | warrants and | | outstanding options, | | reflected in column | Plan Category | | rights(a) | | warrants and rights(b) | | (a))(c) | Equity compensation plans approved by security holders | | N/A | (1) | | N/A | (1) | | 3,981,307(2) | Equity compensation plans not approved by security holders | | — | | | — | | | — | Total | | — | (1) | | — | (1) | | 3,981,307(2) |
| (1) | The Company has grants of unvested restricted stock638,181 time-based RSUs and restricted stock units covering a total268,968 PSUs (which are reflected here at maximum of 595,729 shares of our common stock200%) as of December 31, 20212023 under the Second Amended and Restated Long-Term Incentive Plan. The weighted average exercise price of outstanding RSUs and PSUs is not included at column (b) as such awards do not have an exercise price. |
| (2) | Consists, as of December 31, 2021,2023, of 3,326,2292,504,216 shares of our common stock available for future issuance under the Second Amended and Restated Long-Term Incentive Plan and 655,078552,734 shares of our common stock available for future issuance under the Employee Stock Purchase Plan.Plan, including an estimated 21,262 shares of our common stock potentially subject to purchase as of December 31, 2023, with respect to the offering period that ran from September 15, 2023 through March 15, 2024. The estimated shares of our common stock subject to purchase under the Employee Stock Purchase Plan were calculated by dividing participant withholdings as of December 31, 2023 by a purchase price equal to the closing share price of our common stock on September 15, 2023 less the applicable program discount. |
| | | 7498
| Cboe Global Markets 20222024 Proxy Statement | |
AUDIT MATTERS PROPOSAL 3 - —RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM General KPMG, an independent registered public accounting firm, served as our independent registered public accounting firm for the year ended December 31, 2021,2023, and our Audit Committee has again selected KPMG to serve as our independent registered public accounting firm for the 20222024 fiscal year. Representatives of KPMG will be present at the Annual Meeting, will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions. Although stockholder ratification is not required by our Bylaws or otherwise, the Board, as a matter of good corporate governance, is requesting that stockholders ratify the selection of KPMG as our independent registered public accounting firm for the 20222024 fiscal year. If stockholders do not ratify KPMG, the Audit Committee will reconsider its appointment. The ratification of the appointment of KPMG as our independent registered public accounting firm for the 2022 fiscal year requires that a majority of the shares cast on this matter be cast in favor of the proposal. Your broker is permitted to vote your shares of common stock on this matter even when you have not given voting instructions. Abstentions will not be counted as votes cast and therefore will not affect the vote.
The Board and the Audit Committee recommend that stockholders vote FOR ratification of the appointment of KPMG as our independent registered public accounting firm for the 20222024 fiscal year. Independent Registered Public Accounting Firm Fees KPMG served as our independent registered public accounting firm for the years ended December 31, 20212023 and 20202022 and is serving in such capacity for the 20222024 fiscal year. The following table presents fees billed, or expected to be billed, to us by KPMG infor the years ended December 31, 20212023 and 2020:2022: | | | | | | | | | | | | | 2021 | | 2020 | | 2023 | | 2022 | Audit Fees | $ | 3,116,542 | | $ | 2,908,889 | $ | 4,444,862 | | $ | 4,220,321 | Audit-Related Fees | | 251,046 | | | 216,461 | | 384,240 | | | 310,592 | Tax Fees | | 42,060 | | | 33,285 | | 46,206 | | | 67,075 | All Other Fees | | — | | | — | | — | | | — | Total | $ | 3,409,648 | | $ | 3,158,635 | $ | 4,875,308 | | $ | 4,597,988 |
Audit Fees consist of the aggregate fees billed, or expected to be billed, for professional services rendered by KPMG for the integrated audit of our annual consolidated financial statements and internal control over financial reporting, quarterly reviews of our unaudited condensed consolidated financial statements, and audits of various domestic and international subsidiaries. Audit-Related Fees consist of the aggregate fees billed, or expected to be billed, for assurance and related services rendered by KPMG, including services rendered in connection with certain regulatory requirements of our subsidiaries. Tax Fees consist of the aggregate fees billed, or expected to be billed, for tax consulting services rendered by KPMG in various jurisdictions in which we operate. | | | | Cboe Global Markets 20222024 Proxy Statement | 7599
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Pre-Approval Policies and Procedures The Audit Committee of the Board has adopted policies and procedures for the pre-approval of services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services, and other services. Such policies and procedures provide that the Audit Committee shall pre-approve all auditing and permitted non-audit services (including the fees and terms thereof). As permitted under the Sarbanes-Oxley Act of 2002 and its pre-approval policies and procedures, the Audit Committee has delegated certain pre-approval authority to its Chair and a majority of the Audit Committee members, one of which must be the Chair. The Audit Committee member or members to whom such authority is delegated must then report any pre-approval decisions to the Audit Committee at the next scheduled Audit Committee meeting. REPORT OF THE AUDIT COMMITTEE The Audit Committee assists the Board in its oversight of the integrity of our consolidated financial statements, compliance with legal and regulatory requirements and the performance of the internal audit function. Management is responsible for our internal control over financial reporting and financial reporting process. KPMG, our independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements and assertions related to the effectiveness of our internal control over financial reporting and for issuing reports on these consolidated financial statements and assertions related to the effectiveness of our internal control over financial reporting. In this context, the Audit Committee hereby reports as follows: The Audit Committee has reviewed and discussed with management and KPMG the audited consolidated financial statements and the assertions related to effectiveness of our internal control over financial reporting.
The Audit Committee has discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States)(U.S.) (“PCAOB”) and the SEC.
The Audit Committee has received the written disclosures and communications from KPMG required by applicable requirements of the PCAOB regarding its communications with the Audit Committee concerning independence and has discussed with KPMG its independence.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the consolidated financial statements and our assertions related to the effectiveness of our internal control over financial reporting, along with KPMG’s audit opinions thereon, be included in our Annual Report on Form 10-K for the year ended December 31, 20212023 for filing with the SEC. We selected KPMG as our independent registered public accounting firm for fiscal year 2022.2024. The Board is recommending that stockholders ratify that selection at the Annual Meeting. See “Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm” for more information. Audit Committee James E. Parisi Chair William M. Farrow, III(Chair)
Alexander J. Matturri, Jr. Jennifer J. McPeek | | | 76100
| Cboe Global Markets 20222024 Proxy Statement | |
MANAGEMENT PROPOSAL PROPOSAL 4—ADVISORY VOTE TO PROVIDE STOCKHOLDERS THE RIGHT TO CALL A SPECIAL MEETING OF STOCKHOLDERS AT A 25% OWNERSHIP THRESHOLD General If stockholders approve this proposal, the Board intends to amend our Seventh Amended and Restated Bylaws (the “Bylaws”) to provide stockholders owning a combined 25% or more of the Company’s outstanding common stock with the right to request a special meeting of stockholders. Currently, under the Company’s Bylaws, our stockholders do not have the right to request that the Company call a special meeting of stockholders. As part of the Board’s and the Nominating and Governance Committee’s review of the Company’s corporate governance standards, the Board and the Nominating and Governance Committee have determined it is appropriate and timely to provide stockholders with the right to request a special meeting of stockholders. In evaluating the advisability of a special meeting request right, the Board and the Nominating and Governance Committee considered certain principal positions for and against such a right, stockholder feedback, trends and best practices in corporate governance, and the receipt of the stockholder proposal regarding special meeting rights included in this Proxy Statement (Proposal 5). After careful consideration of the foregoing factors, the Board and the Nominating and Governance Committee believes that the adoption of a right for stockholders to request a special meeting at an ownership threshold of 25% in this proposal, instead of the 10% ownership threshold suggested in the stockholder proposal (Proposal 5), establishes the appropriate balance between enhancing stockholder rights and adequately protecting stockholder interests. Overview and Effects of the Amendments While the Board recognizes that providing stockholders with the right to request special meetings is a meaningful corporate governance practice, the Board considers special meetings to be extraordinary events that a significant number of stockholders should support. Special meetings should not be a mechanism that a small group of stockholders can misuse to advance private agendas and interests that our broader stockholder base may not share. In addition, organizing and preparing for a special meeting can result in substantial expenses to the Company and divert significant time and attention of our Board and management away from their primary focus of operating our business and creating long-term stockholder value. The stockholder proposal in this Proxy Statement (Proposal 5) seeks a 10% common stock ownership threshold for requesting special meetings. The Board believes that requiring a higher common stock ownership threshold for stockholders to request a special meeting would strike a more appropriate balance between enhancing stockholder rights and mitigating the risk that a small minority of stockholders with narrow self-interests that may not be shared by the majority of the Company’s stockholders could waste corporate resources and disrupt our business. For example, the Company’s current stockholder composition would allow 1 or 2 stockholders to satisfy the threshold of owning in excess of 10% of the Company’s common stock, and the Board believes it would be prudent and in the | | | | Cboe Global Markets 2024 Proxy Statement | 101 |
best interests of the Company and its stockholders to establish a threshold that would require more than a nominal number of stockholders to request a special meeting. In addition, a 25% ownership threshold is consistent with market practice. Approximately 49.7% of the S&P 500 companies that provide a special meeting request right have set the ownership threshold at or greater than 25%, while only 17.3% have adopted a 10% ownership threshold. Of these companies with a special meeting right, a 25% threshold is the most common ownership requirement. Accordingly, the Board is proposing to amend the Bylaws to require that, to request a special meeting, stockholders must hold, at the time the special meeting request is delivered and through the date of any resulting special meeting, beneficial ownership of at least 25% of our outstanding shares of common stock. The Board is presenting this approach to stockholders for approval in this non-binding, advisory proposal. The proposed special meeting Bylaw amendments are contemplated to include customary procedural requirements. The Board considered the views of our stockholders in connection with crafting this proposal. In late 2023 and early 2024, we requested meetings with the corporate governance teams at stockholders representing approximately 40% of our outstanding shares, as a result of which we engaged with teams at stockholders representing 25% of our outstanding shares. We used these meetings to discuss a variety of governance-related topics, including our stockholders’ views of rights to call special meetings. Based on these discussions, we believe our stockholders generally support rights to call special meetings at a 25% threshold. In particular, certain of our stockholders expressed concerns that a 10% threshold is too low. If stockholders approve this proposal, the Board intends to approve amendments to the Bylaws and then submit the proposed amendments to be filed with and approved by the Securities and Exchange Commission (the “SEC”), as required by Section 19(b)(1) of the Exchange Act and the Bylaws. This approval is required because the Company operates national securities exchanges, and these exchanges also have status as self-regulatory organizations (“SROs”). As part of the approval process, we may be asked to implement changes to the proposed amendments as requested by the SEC. These additional changes, if applicable, will be considered and adopted by the Board and will not be presented for additional stockholder approval. The amendments to the Bylaws will not be effective until approved by the SEC in final form, at which time the Company will disclose the amended Bylaws to stockholders on a Current Report on Form 8-K or other appropriate SEC filing. The provisions ultimately adopted in the Bylaw amendments could be further amended in the future by the Board or our stockholders. The Stockholder Proposal Regarding Special Meeting Rights in this Proxy Statement As noted above, a stockholder proponent has notified us that he intends to submit Proposal 5 at the Annual Meeting, which is an advisory and non-binding stockholder proposal asking the Board to take steps to provide stockholders with a right to call special meetings using a significantly lower ownership threshold of 10%. For the reasons outlined above, as well as in our Statement in Opposition to Proposal 5, the Board believes that a 25% ownership threshold to call a special meeting, as set forth in this Proposal 4, is more closely aligned with market practice and more appropriately balances the rights of stockholders with the long-term interests of the Company and our stockholders. Procedural Matters If approved, this proposal would not automatically provide stockholders with the right to request special meetings, as this proposal is a non-binding recommendation to the Board to establish a special meeting right at a 25% ownership threshold. However, if stockholders approve this proposal, the Board intends to amend the Bylaws to include this special meeting right. Approval of this Proposal 4 is not conditioned on approval or disapproval of the stockholder proposal (Proposal 5). | | | 102 | Cboe Global Markets 2024 Proxy Statement | |
Recommendation The Board recommends that stockholders vote FOR approval of this non-binding advisory proposal (Proposal 4) to provide stockholders owning a combined 25% or more of the Company’s outstanding common stock with the right to request a special meeting of stockholders. | | | | Cboe Global Markets 2024 Proxy Statement | 103 |
STOCKHOLDER PROPOSAL PROPOSAL 5—STOCKHOLDER PROPOSAL—RIGHT TO CALL A SPECIAL MEETING OF STOCKHOLDERS AT A 10% OWNERSHIP THRESHOLD We have received notice of the intention of stockholder John Chevedden to present the following proposal at the Annual Meeting. Mr. Chevedden has advised us that he owns at least 50 shares of stock in the Company. We will furnish the address for the proponent upon receipt of a request to the Corporate Secretary for such information. In accordance with federal securities regulations, the text of the stockholder proposal and supporting statement appears below exactly as received. The contents of the proposal or supporting statement are the sole responsibility of the proponent, and we are not responsible for the content of the proposal or any inaccuracies it may contain. As explained below, the Board does not support the adoption of this proposal and asks stockholders to consider the Board’s response following the proponent’s statement below. If the proposal is properly presented at the Annual Meeting, the Board recommends you vote AGAINST this proposal. Proposal 5—Adopt a Shareholder Right to Call a Special Shareholder Meeting 
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. Calling a special shareholder meeting is hardly ever used by shareholders but the main point of calling a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management. Management will have an incentive to genuinely engage with shareholders, instead of stonewalling, if shareholders have a reasonable Plan B alternative of calling a special shareholder meeting. Management likes to claim that shareholders have multiple means to communicate with management but in most cases these means are as effective as mailing a post card to the CEO. A reasonable right to call a special shareholder meeting is an important step for effective shareholder engagement with management. Since a special shareholder meeting can be called to replace a director, adoption of this proposal could foster better performance by Cboe Global Markets directors. With the widespread use of online shareholder meetings it is much easier for management to conduct a special shareholder meeting and our bylaws thus need to be updated accordingly. Please vote yes: Adopt a Shareholder Right to Call a Special Shareholder Meeting – Proposal 5 | | | 104 | Cboe Global Markets 2024 Proxy Statement | |
BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION After carefully considering the Stockholder Special Meeting Proposal, the Board has concluded that it is not in the best interests of the Company and its stockholders. Accordingly, the Board unanimously recommends a vote AGAINST the proposal. The Board recognizes that providing stockholders the ability to request a special meeting is a meaningful governance mechanism. Accordingly, the Board recommends that stockholders approve the alternate proposal (Proposal 4) to provide stockholders owning a combined 25% of our outstanding shares of common stock to request a special meeting. As further described in Proposal 4, the Board believes a 25% ownership threshold strikes the appropriate balance between enhancing stockholder rights and protecting the long-term interests of the Company and its stockholders and does not support the 10% ownership threshold in the stockholder proposal. The Board has determined that the Company’s special meeting right proposal better ensures that stockholders have the right to request a special meeting to act on extraordinary and urgent matters and minimizes the risk that a small minority of stockholders will pursue special interests that are not aligned with or in the best interests of stockholders generally and cause the Company to unduly incur substantial costs and distraction. Furthermore, setting the threshold to call a special meeting at 25% vs. 10% is appropriate given the Company’s strong existing corporate governance best practices that demonstrate our accountability to our stockholders. Our key substantive stockholder rights and governance practices, which are also described more extensively elsewhere in this Proxy Statement, include the following: | |  11 of the 12 Nominees are Independent;
| Split Chairman and CEO roles; | Directors are Elected Annually; | Majority Voting Standard in Director Elections; | Majority Voting Standard for Bylaw and Charter Amendments; | Risk Oversight by Board and Committees, including a Risk Committee; | Independent Audit, Compensation, and Nominating and Governance Committees; | Human Capital and Succession Oversight by Board and Compensation Committee; | Commitment to ESG Considerations; | Executive Sessions of Board and Committees; | Robust Annual Board and Committees Self-Evaluation process; | Anti-Hedging, Anti-Pledging, and Clawback Policies for Executive Officers; and | | Proxy Access Bylaw Provision for Director Nominations. |
In addition, we are committed to fostering long-term and institution-wide relationships with stockholders and maintaining their trust and goodwill. Through a variety of engagement activities, our discussions with stockholders cover a variety of topics. See “Corporate Governance—Stockholder Engagement” elsewhere in this Proxy Statement. | | | | Cboe Global Markets 2024 Proxy Statement | 105 |
Procedural Matters Approval of this Stockholder Special Meeting Proposal is not conditioned on approval or disapproval of the Board’s special meeting proposal (Proposal 4). If approved, this proposal would not automatically provide stockholders with the right to request special meetings, as this proposal is a non-binding recommendation to the Board to take steps necessary to amend our governing documents to provide stockholders with the right to request special meetings at a 10% ownership threshold. Recommendation The Board recommends that stockholders vote AGAINST this Proposal 5 and FOR the Board’s Proposal 4. | | | 106 | Cboe Global Markets 2024 Proxy Statement | |
OTHER ITEMS BENEFICIAL OWNERSHIP OF MANAGEMENT AND DIRECTORS The following table lists the shares of our common stock that were beneficially owned as of March 17, 2022,13, 2024, or as of the date otherwise indicated below, and the percentage of our common stock beneficially owned, based on 106,188,545105,659,195 shares outstanding on March 17, 2022,13, 2024, by each of: our Our directors and nominees,
our named executive officers,Our NEOs,
ourOur directors, nominees, and nominees, named executive officers,NEOs and other executive officers in service as of March 13, 2024, as a group, and
beneficialBeneficial owners of more than 5% of our common stock.
| | | | | | | | Number of | | Percent of | | | | Shares of | | Voting | | Name | | Common Stock (1) | | Common Stock | | Fredric J. Tomczyk (2) | | 13,599 | | * | | Jill M. Griebenow | | 10,466 | | * | | David Howson | | 17,573 | | * | | Christopher A. Isaacson | | 57,690 | | * | | Catherine R. Clay (3) | | 8,888 | | * | | Edward T. Tilly (4) | | 177,983 | | * | | Brian N. Schell (5) | | 3,898 | | * | | William M. Farrow, III | | 10,539 | | * | | Edward J. Fitzpatrick | | 15,202 | | * | | Ivan K. Fong | | 5,245 | | * | | Janet P. Froetscher | | 12,834 | | * | | Jill R. Goodman | | 12,936 | | * | | Erin A. Mansfield (6) | | — | | * | | Cecilia H. Mao (6) | | — | | * | | Alexander J. Matturri, Jr. | | 4,595 | | * | | Jennifer J. McPeek | | 6,172 | | * | | Roderick A. Palmore | | 25,534 | | * | | James E. Parisi | | 7,773 | | * | | All serving directors, nominees, NEOs and other executive officers as a group (20 persons) (7) | | 230,582 | | * | | The Vanguard Group (8) | | 12,688,861 | | 12.0 | % | BlackRock, Inc. (9) | | 10,063,762 | | 9.5 | % |
| | | | | | | | Number of | | Percent of | | | | Shares of | | Voting | | Name | | Common Stock(1) | | Common Stock | | Edward T. Tilly (2) | | 222,537 | | * | | Christopher A. Isaacson | | 58,583 | | * | | Brian N. Schell (3) | | 33,298 | | * | | David Howson | | 19,185 | | * | | Patrick Sexton (4) | | 24,500 | | * | | William M. Farrow, III | | 7,868 | | * | | Edward J. Fitzpatrick | | 12,531 | | * | | Ivan K. Fong | | 1,924 | | | | Janet P. Froetscher | | 10,163 | | * | | Jill R. Goodman | | 15,316 | | * | | Alexander J. Matturri, Jr. | | 1,924 | | * | | Jennifer J. McPeek | | 3,501 | | * | | Roderick A. Palmore | | 22,863 | | * | | James E. Parisi | | 5,102 | | * | | Joseph P. Ratterman (5) | | 37,615 | | * | | Jill E. Sommers | | 5,102 | | * | | Eugene S. Sunshine | | 23,163 | | * | | Fredric J. Tomczyk | | 10,928 | | * | | All serving directors, nominees, NEOs and other executive officers as a group (21 persons) (6) | | 537,715 | | * | | The Vanguard Group (7) | | 12,196,048 | | 11.5 | % | BlackRock, Inc. (8) | | 9,910,418 | | 9.3 | % | T. Rowe Price Associates, Inc. (9) | | 7,028,195 | | 6.6 | % |
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| (1) | Amounts include 1,276 shares of unvested restricted common stock granted to each non-employee director pursuant toExcept as described below, the Second AmendedRSUs and Restated Long-Term Incentive Plan. The number of shares of unvested restricted common stock held by all directors as a group is 16,588. The restricted stock unitsPSUs granted to our directors and executives, as applicable, which do not entitle the holder to voting rights and are described in the “Non-Employee Director Compensation” and “Executive Compensation—Summary Compensation” sectionsections of this proxy statement, are not included in this table. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of a security if that person has the right to acquire beneficial ownership of such security within 60 days. As such, amounts also include shares of common stock that the named executive officersdirectors, NEOs and the other executive officers who are not named executive officersNEOs have or will have the right to acquire pursuant to restricted stock unitsRSUs and PSUs that will become vested within 60 days following March 17, 2022.13, 2024. Amounts for directors, other than Mses. Mansfield and Mao, include 1,223 shares of unvested RSUs granted to each non-employee director pursuant to the Second Amended and Restated Long-Term Incentive Plan that will become vested within 60 days following March 13, 2024. The number of shares of unvested RSUs that will become vested within 60 days following March 13, 2024 held by applicable directors, other than Mr. Tomczyk, as a group is 11,007. |
| (2) | Amount includes 48,4141,223 shares of common stock that Mr. TillyTomczyk has the right to acquire and be issued within 60 days following March 17, 202213, 2024 upon the acceleration of vesting of certain restricted stock units in connection with a qualified retirement.RSUs. |
| (3) | Amount includes 14,4972,648 shares of common stock that Mr. SchellMs. Clay has the right to acquire and be issued within 60 days following March 17, 202213, 2024 upon the acceleration of vesting of certain restricted stock unitsRSUs in connection with a qualified retirement. |
(4) | Amount also includes 6,438484 shares of common stock that Mr. SextonMs. Clay has the right to acquire and be issued within 60 days following March 17, 202213, 2024 upon the acceleration of vesting of certain restricted stock unitsRSUs. |
| (4) | Amount is as of September 18, 2023. Mr. Tilly resigned as Chairman and CEO, effective September 18, 2023, and his last day with the Company was September 18, 2023. See “Severance, Change in Control and Employment-Related Agreements—Mr. Tilly’s Separation Letter Agreement” for a description of the vesting treatment of Mr. Tilly’s awards in connection with a qualified retirement.his resignation. |
| (5) | ConsistsAmount is as of 2,758 shares of common stock held of record byDecember 31, 2023. Mr. RattermanSchell resigned as Executive Vice President, CFO and 34,857 shares of common stock held of record byTreasurer, effective July 10, 2023, and his last day with the Joseph P.Company was July 18, 2023. See “Severance, Change in Control and Sandra M. Ratterman Trust. Joseph P. Ratterman and Sandra M. Ratterman, as TrusteesEmployment-Related Agreements—Mr. Schell’s Equity Award Acceleration” for a description of the Joseph P. and Sandra M. Ratterman Trust dated September 15, 2008, or their Successorsvesting treatment of Mr. Schell’s awards in Trust, may be deemed to share voting power and dispositive power over the shares held by the Trust.connection with his resignation. |
| (6) | In connection with Mses. Mansfield’s and Mao’s appointments as new directors on February 8, 2024, each was granted 245 shares of unvested RSUs that will vest on February 8, 2025, provided that they remain in service continuously through such date. |
| (7) | Amount also includes 4842,963 shares of common stock that other executive officers have the right to acquire and be issued within 60 days following March 17, 202213, 2024 upon the acceleration of vesting of restricted stock units.certain RSUs in connection with a qualified retirement. |
(7)(8) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 9, 2022.13, 2024. The Schedule 13G/A reports that, as of December 31, 2021,2023, The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, has sole dispositive power with respect to 11,764,98012,242,338 shares of common stock. In addition, The Vanguard Group has shared voting power with respect to 168,155135,611 shares of common stock and shared dispositive power with respect to 431,068446,523 shares of common stock. |
(8)(9) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 3, 2022.January 24, 2024. The Schedule 13G/A reports that, as of December 31, 2021,2023, BlackRock Inc., 55 East 52nd Street50 Hudson Yards, New York, NY 10055,10001, has sole voting power with respect to 8,809,9079,132,722 shares of common stock and sole dispositive power with respect to 9,910,41810,063,762 shares of common stock. |
(9) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2022. The Schedule 13G/A reports that, as of December 31, 2021, T. Rowe Price Associates, Inc., 100 E. Pratt Street, Baltimore, MD 21202, has sole voting power with respect to 2,773,699 shares of common stock and sole dispositive power with respect to 7,028,195 shares of common stock. |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires that our executive officers, directors and persons who own more than 10% of our common stock file reports of ownership and changes in ownership on
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Forms 3, 4 and 5 with the Securities and Exchange Commission (the “SEC”). Executive officers, directors and greater-than-10% stockholders, if any, are required by regulation to furnish us with copies of all Forms 3, 4 and 5 that they file.
Based on our review of the copies of those forms, any amendments that we have received and written representations from our executive officers and directors, we believe that all executive officers and directors and the owners of more than 10% of our common stock complied with all of the filing requirements applicable to them with respect to transactions during the year ended December 31, 2021, except for Mr. Sexton’s inadvertently late by one business day Form 4 filing filed on May 27, 2021.
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Our Audit Committee has responsibility for reviewing and approving all related party transactions. The Committee has adopted a related-party transactions approval policy. Under this policy, transactions between us and any executive officer, director or holder of more than 5% of our common stock, or any immediate family member of such person, must be approved or ratified by the Committee in accordance with the terms of the policy. SinceExcept as disclosed below, since January 1, 2021,2023, there were no transactions in which Cboe Global Markets or any of its subsidiaries was a party, in which the amount involved exceeded $120,000 and in which a director, a director nominee, an executive officer, a security holder known to own more than 5% of our common stock, or an immediate family member of any of the foregoing had, or will have, a direct or indirect material interest. Phil Ratterman, the brother of Joe Ratterman, one of our former directors who resigned February 5, 2024, was formerly the Vice President of Software Development at Bats and an independent contractor of the Company. Phil Ratterman now serves as an employee, providing software development services to the Company. The Company paid Phil Ratterman approximately $120,000 in fees for software development services as an independent contractor from January 1, 2023 to September 30, 2023, and $62,000 in salary as an employee from October 2, 2023 to December 31, 2023 (his salary rate for 2023 was approximately $250,000). Phil Ratterman’s compensation was established by the Company in accordance with its compensation practices applicable to employees with comparable qualifications and responsibilities, holding similar positions and without the involvement of Joe Ratterman, including with respect to any salary negotiations. The Company has long-term business relationships with several providers of market indices and some of those providers may be or may have been affiliated with members of the Board. For example, Mr. Matturri, a member of the Board, is the retired Chief Executive OfficerCEO of S&P Dow Jones Indices LLC, and as disclosed in the Company’sCompany’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, the Company is party to a license with S&P pursuant to which the Company has the exclusive right to offer exchange-listed options contracts in the United StatesU.S. on the S&P 500 Index, the S&P 100 Index, and the S&P Select Sector Indices through December 31, 2033, with an exclusive license to trade options on the S&P 500 Index through December 31, 2032. The Company believes that such relationships involved terms no less favorable to the Company than those that it believes would have been obtained in the absence of such affiliation. Some of the companies or their respective affiliates that may be or may have been affiliated with members of the Board are our customers, including trading permit holders, trading privilege holders, participants or members (collectively “Participants”), engage in trading activities on Company exchanges, or have engaged in, and may in the future engage in investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. In addition, certain of the Participants are clearing members of the Options Clearing Corporation, and, as such, these Participants clear the market-maker sides of transactions at Company exchanges. Ms. Mansfield, a member of the Board, is a retired Managing Director at Barclays PLC and former Vice President at Goldman Sachs & Co. LLC, and as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, affiliates of Goldman Sachs Bank USA and Barclays Capital Inc. are or were agents and/or lenders under Cboe Global Markets’ revolving credit facility, Cboe Global Markets’ term loan facility and/or the Cboe Clear Europe credit facilities, and are or were our customers, including trading permit holders, trading privilege holders, participants or members. They have received, or may in the future receive, customary fees and commissions for these transactions. The Company believes that such relationships involved terms no less favorable to the Company than those that it believes would have been obtained in the absence of such affiliations. | | | | Cboe Global Markets 2024 Proxy Statement | 109 |
INCORPORATION BY REFERENCE To the extent that this Proxy Statement is incorporated by reference into any other filing by Cboe Global Markets with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, the information contained in the sectionsections of this proxy statement entitled “Report of the Audit Committee” and “Pay Versus Performance” (to the extent permitted by the rules of the SEC) shall not be deemed to be “soliciting material” and will not be deemed incorporated, unless specifically provided otherwise in such filing. The information contained in the “Compensation Committee Report” shall not be deemed to be “soliciting material” and will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, other than Cboe Global Markets’ Annual Report on Form 10-K, except to the extent specifically provided otherwise in such filing. STOCKHOLDER PROPOSALS Any stockholder who, in accordance with SEC rules, wishes to present a proposal for inclusion in the proxy materials to be distributed in connection with next year’s annual meeting must timely submit the proposal to the Corporate Secretary, Cboe Global Markets, Inc., 433 West Van Buren Street, Chicago, Illinois 60607. Stockholder proposals for inclusion in our proxy statement for the 2023
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2025 Annual Meeting of Stockholders must be received on or before December 1, 2022[_], 2024 and must comply in all other respects with applicable SEC rules. Our Bylaws allow any stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding shares of common stock continuously for at least 3 years, to nominate and include in our proxy statement for the 20232025 Annual Meeting of Stockholders director nominees constituting up to the greater of 2 individuals and 20% of the total number of directors then in office, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in our Bylaws. The stockholder(s) must notify the Corporate Secretary of Cboe Global Markets, Inc. in writing and provide the specified information described in our Bylaws concerning the proposed nominee(s). The notice must be delivered to the address set forth in the paragraph above and received at our principal executive offices not less than 120 days nor more than 150 days prior to the first anniversary of the date that we first distributed this proxy statement to stockholders, which is March 31, 2022.April [_], 2024. As a result, notice of director nominations submitted under these requirements must be received no earlier than the open of business on November 1, 2022[_], 2024 and no later than the close of business on December 1, 2022,[_], 2024, unless our annual meeting date occurs more than 30 days before or after May 12, 2023,16, 2025, in which case the stockholder’s notice must be received no earlier than 150 days before such annual meeting and no later than the later of 120 days before such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by us. The requirements for such notice are set forth in our Bylaws, a copy of which can be obtained upon request directed to the Corporate Secretary at the address set forth above. Any stockholder who wishes to propose any business or nominate a person for election to the Board to be considered by the stockholders at the 20232025 Annual Meeting of Stockholders, which proposal or nomination would not be included in the Company’s proxy statement, must notify the Corporate Secretary of Cboe Global Markets, Inc. in writing and provide the specified information described in our Bylaws concerning the proposed business or nominee. The notice must be delivered to or mailed to the address set forth in the paragraph above and received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date of the Annual Meeting. As a result, any notice given by a stockholder pursuant to these provisions of our Bylaws (and not pursuant to the SEC rules relating to stockholder proposals for inclusion in the proxy materials) must be received no | | | 110 | Cboe Global Markets 2024 Proxy Statement | |
earlier than 5:00 p.m., Eastern time, on January 12, 202316, 2025 and no later than 5:00 p.m., Eastern time, on February 11, 2023,15, 2025, unless our annual meeting date occurs more than 30 days before or more than 70 days after May 12, 2023,16, 2025, in which case the stockholder’s notice must be received not later than 5:00 p.m., Eastern time, on the tenth day following the day on which public announcement is first made of the date of the annual meeting. The requirements for such notice are set forth in our Bylaws, a copy of which can be obtained upon request directed to the Corporate Secretary at the address set forth above. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by applicable SEC rules, including Rule 14a-19, no later than March 17, 2025. However, we note that this date does not supersede any of the requirements or timing described above and set forth in our Bylaws, a copy of which can be obtained upon request directed to the Corporate Secretary at the address set forth above. If a stockholder that has notified the Company of its intention to present a proposal at the 2025 Annual Meeting of Stockholders does not appear or send a qualified representative to present their proposal at the 2025 Annual Meeting of Stockholders, the Company need not present the proposal for a vote at the 2025 Annual Meeting of Stockholders. VOTING INSTRUCTIONS Why did I receive these proxy materials? Our Board is asking for your proxy in connection with the Annual Meeting. By giving us your proxy, you authorize the proxyholders (Edward T. Tilly(Fredric J. Tomczyk and Patrick Sexton) to vote your shares at the Annual Meeting according to the instructions that you provide. If the Annual Meeting is adjourned or postponed, your proxy will be used to vote your shares when the meeting reconvenes. Our 20212023 Annual Report to Stockholders, which includes a copy of our Annual Report on Form 10-K for the year ended December 31, 20212023 (excluding exhibits), as filed with the SEC, is being mailed to stockholders with this Proxy Statement.
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Who can vote at the Annual Meeting? You are entitled to vote your shares of our common stock if you were a stockholder at the close of business on March 17, 2022,21, 2024, the record date for the Annual Meeting. On that date, there were 106,171,957[__] shares of our common stock outstanding and 16,588 unvested restricted shares of our common stock outstanding, which have been granted to our directors and have voting rights at the Annual Meeting.outstanding. Therefore, there are 106,188,545[__] shares of voting common stock outstanding, each of which entitles the holder to one1 vote for each matter to be voted on at the Annual Meeting. Our outstanding common stock is held by approximately 133[_] stockholders of record as of March 17, 2022.21, 2024. A list of stockholders of record will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 433 West Van Buren Street, Chicago, Illinois 60607, and online during the Annual Meeting live audio webcast.60607. Who is and is not a stockholder of record? If you hold shares of common stock registered in your name at our transfer agent, Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), you are a stockholder of record. If you hold shares of common stock indirectly through a broker, bank, or similar institution, or are an employee or director who holds shares of restricted stock at Fidelity, you are not a stockholder of record, but instead hold in “street name”. Please see the information under the heading “If I hold my shares in “street name” and do not provide voting instructions, can my broker still vote my shares?” for important information. | | | | Cboe Global Markets 2024 Proxy Statement | 111 |
If you are a stockholder of record, Broadridge is sending these proxy materials to you directly. If you hold shares in street name, these materials are being provided to you either by the broker, bank, or similar institution through which you hold your shares. What do I need to do to attend the Annual Meeting? The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live audio webcast. The live audio webcast of the Annual Meeting will also be available for listening to the general public, but participation in the Annual Meeting, including voting shares and submitting questions, will be limited to stockholders. You are entitled to participate in the Annual Meeting only if you were a stockholder at the close of business on March 17, 2022,21, 2024, the record date for the Annual Meeting, or if you hold a valid proxy to vote at the Annual Meeting. If you were a stockholder of record as of the close of business on March 17, 2022,21, 2024, or you hold a valid proxy for the Annual Meeting, you will be able to attend the Annual Meeting via live audio webcast, vote your shares, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CBOE2022.CBOE2024. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. If you were not a stockholder of record, but you hold shares in street name and you want to attend the Annual Meeting via live audio webcast, vote your shares, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CBOE2022CBOE2024, you must obtain, from the broker, bank, or other organization that holds your shares, the information required, including a 16-digit control number, and you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the record date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. If you are not a stockholder or if you have lost your 16-digit control number, you will be able to listen to the live audio webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/CBOE2022CBOE2024, but you will not be able to vote or submit your questions during the meeting.
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The Annual Meeting will begin promptly at 9:8:00 a.m., Central time. We encourage you to access the meeting prior to the start time. Online access will open at 8:7:45 a.m., Central time, and you should allow ample time to log in to the meeting live audio webcast and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance. If you do not comply with the procedures described here for attending the Annual Meeting via live audio webcast, you will not be able to participate online. Please contact Investor Relations at investorrelations@Cboe.com or (312) 786-7559 in advance of the Annual Meeting if you have questions about attending the Annual Meeting. If I am unable to attend the live audio webcast of the Annual Meeting, may I listen at a later date? Yes, an audio replay of the Annual Meeting will be posted and publicly available on the Events and Presentations page of our Investor Relations website at http://ir.Cboe.com. This audio replay will cover the entire Annual Meeting, including each stockholder question addressed during the Annual Meeting. | | | 112 | Cboe Global Markets 2024 Proxy Statement | |
What if during the check-in period or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting live audio webcast? During online check-in and continuing through the length of the virtual Annual Meeting, we will have technicians standing by to assist you with any technical difficulties you may have accessing the live audio webcast. If you encounter any difficulties accessing the Annual Meeting during the check-in or at meeting time, please call (800) 586-1548 (U.S.) or (303) 562-9288 (International). Why is the Annual Meeting being conducted as a virtual meeting via live audio webcast? We believe a virtual meeting format for the Annual Meeting may facilitate stockholder attendance, dialogue, and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. We will be able to engage with all stockholders as opposed to just those who can afford to travel to an in-person meeting. The virtual format will also allow stockholders to submit questions and comments during the meeting. We are utilizing technology from Broadridge, a leading virtual meeting solution. The platform is expected to accommodate most, if not all, stockholders. Both we and Broadridge will test the platform technology before going “live” for the Annual Meeting. How do I submit questions or comments for the Annual Meeting? Stockholders can submit questions or comments online during the Annual Meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CBOE2022.CBOE2024. We will answer timely submitted questions or comments on a matter to be voted on at the Annual Meeting before voting is closed on the matter. Then, we will address appropriate general questions or comments from stockholders regarding the Company. Questions or comments received during the Annual Meeting will be presented as submitted, uncensored and unedited, except that we may omit certain personal details for data protection issues or we may edit profanity or other inappropriate language. Questions or comments regarding general economic, political, or other views that are not directly related to the business of the meeting, that are of an individual concern to a stockholder or that are not an appropriate subject matter for general discussion, are not pertinent to the meeting and therefore will not be presented. If we receive substantially similar questions, we may group those questions together and provide a single response to avoid repetition.
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How do I vote? You may cast your vote in one of four ways:
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By Mail. Mark the enclosed proxy card, sign and date it, and return it in the pre-paid envelope we have provided. If you choose to vote by Internet before or during the Annual Meeting or by telephone, then you do not need to return the proxy card. To be valid, your vote by Internet before the Annual Meeting or telephone must be received by 11:59 p.m., Eastern time, on May 11, 202215, 2024 for shares held directly, the deadline specified on the proxy card. If you vote by Internet before the Annual Meeting or telephone and subsequently obtain a legal proxy from your account representative, then your prior vote will be revoked regardless of whether you vote that legal proxy. The Internet and telephone voting procedures are designed to authenticate stockholders’ identities, allow stockholders to give their voting instructions, and confirm that stockholders’ instructions have been recorded properly. Stockholders voting by Internet or telephone should understand that, while we do not charge any fees for voting by Internet or telephone, there may nevertheless be costs that must be borne by you. May I change my vote? If you are a stockholder of record, you may revoke your proxy or change your vote at any time before it is voted at the Annual Meeting by: submitting Submitting a new proxy by telephone or through the Internet, after the date of the earlier voted proxy,
returning Returning a signed proxy card dated later than your last proxy,
submitting Submitting a written revocation to the Corporate Secretary of Cboe Global Markets, Inc. at 433 West Van Buren Street, Chicago, Illinois 60607, or
voting Voting online during the Annual Meeting.
If you are a stockholder of record and need a new proxy card, to change your vote or otherwise, please contact the Corporate Secretary at the address above or via email at CorporateSecretary@Cboe.com. If your bank, broker, or other nominee holds your shares in “street name,” you may revoke your proxy or change your vote only by following the separate instructions provided by your bank, broker, or nominee.
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If I submit a proxy by Internet, telephone or mail, how will my shares be voted? If you properly submit your proxy by one of these methods, and you do not subsequently revoke your proxy, your shares of common stock will be voted in accordance with your instructions. If you sign, date, and return your proxy card but do not give voting instructions, your shares of common stock will be voted as follows:
20222024 fiscal year,
FOR the advisory vote on a management proposal to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold, AGAINST the advisory vote on a stockholder proposal to provide stockholders the right to call a special meeting of stockholders at a 10% ownership threshold, and otherwise
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Otherwise in accordance with the judgment of the persons voting the proxy on any other matter properly brought before the Annual Meeting. In addition, if you properly submit your proxy by one of these methods, and you do not subsequently revoke your proxy, and any other matters are properly presented at the Annual Meeting, your shares of common stock will be voted in accordance with the judgment of the persons voting the proxy on such matters. We are not aware of any other matters that will be considered at the Annual Meeting. If I hold my shares in “street name” and do not provide voting instructions, can my broker still vote my shares? Under the rules of various securities exchanges, brokers that have not received voting instructions from their customers 10 days prior to the meeting date may vote their customers’ shares in the brokers’ discretion on the proposal regarding the ratification of the appointment of KPMG as our independent registered public accounting firm for our 20222024 fiscal year, because the rules of the exchanges currently deem this a “discretionary” matter. Absent instruction, brokers will not be able to vote on any of the other matters included in this Proxy Statement. If brokers exercise their discretion in voting on the proposal regarding the ratification of KPMG, a “broker non-vote” will occur as to the other matters presented for a vote at the Annual Meeting, unless you provide voting instructions. What vote is required for adoption or approval of each matter? Election of Directors. You may vote FOR or AGAINST each of the director nominees or you may ABSTAIN. Each nominee must receive the affirmative vote of a majority of the votes properly cast with respect to his or her election in order to be elected. Each nominee has tendered his or her resignation, contingent on failing to receive a majority of the votes cast in this election and acceptance by the Board. In the event any director fails to receive a majority of votes cast, the Nominating and Governance Committee will consider and make a recommendation to the Board as to whether to accept the resignation. Advisory Vote to Approve Executive Compensation. You may vote FOR or AGAINST the advisory proposal to approve our executive compensation or you may ABSTAIN. A majority of the shares of common stock properly cast upon this proposal must be voted FOR approval of the advisory proposal in order for it to pass. Votes cast FOR or AGAINST with respect to the proposal will be counted as shares cast on the proposal. Ratification of the Appointment of our Independent Registered Public Accounting Firm. You may vote FOR or AGAINST the ratification of the appointment of our independent registered public accounting firm or you may ABSTAIN. A majority of the shares of common stock properly cast upon this proposal must be voted FOR ratification in order for it to pass. Votes cast FOR or AGAINST with respect to this matter will be counted as shares cast on the matter. Advisory Vote on a Management Proposal to Provide Stockholders the Right to Call a Special Meeting of Stockholders at a 25% Ownership Threshold. You may vote FOR or AGAINST the advisory management proposal to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold or you may ABSTAIN. A majority of the shares of common stock properly cast upon this proposal must be voted FOR approval this proposal for it to pass. Votes cast FOR or AGAINST with respect to the proposal will be counted as shares cast on the proposal. Advisory Vote on a Stockholder Proposal to Provide Stockholders the Right to Call a Special Meeting of Stockholders at a 10% Ownership Threshold. You may vote FOR or AGAINST the stockholder proposal to provide stockholders the right to call a special meeting of stockholders at a 10% ownership threshold or you may ABSTAIN. A majority of the shares of common stock properly cast upon this | | | | 84
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proposal must be voted FOR approval of this proposal for it to pass. Votes cast FOR or AGAINST with respect to the proposal will be counted as shares cast on the proposal. Abstentions and Broker Non-Votes. Abstentions and broker non-votes will not be considered a vote cast either for or against any of the matters being presented in this proxy statement.statement and will not impact the voting results. If you do not provide your broker with voting instructions, the broker cannot vote your shares on any matter other than the ratification of the appointment of our independent registered public accounting firm. A “broker non-vote” occurs when your broker submits a proxy for the meeting with respect to discretionary matters, but does not vote on non-discretionary matters because you did not provide voting instructions on these matters. In the case of a discretionary matter (i.e., the ratification of the appointment of our independent registered public accounting firm), your broker is permitted to vote your shares of common stock even when you have not given voting instructions (as described above under “If I hold my shares in “street name” and do not provide voting instructions, can my broker still vote my shares?”). How many votes are required to transact business at the Annual Meeting? A quorum is required to transact business at the Annual Meeting. The holders of a majority of the outstanding shares of our common stock as of March 17, 2022,21, 2024, present or represented by proxy and entitled to vote, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes are treated as present for quorum purposes. What happens if the meeting is postponed or adjourned?adjourned or encounters technical difficulties? Your proxy will remain valid and may be voted at the postponed or adjourned meeting. You will be able to change or revoke your proxy until it is voted. If there are any technical issues in convening or hosting the meeting, we will promptly post information to our Investor Relations website, including information on when the meeting will be reconvened. How do I obtain more information about Cboe Global Markets, Inc.? A copy of our 20212023 Annual Report to Stockholders, which includes our Annual Report on Form 10-K, is enclosed with this Proxy Statement. The 20212023 Annual Report, our Annual Report on Form 10-K for the fiscal year ended December 31, 20212023 filed with the SEC, our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, ,andand the charters for our Audit, Compensation, and Nominating and Governance Committees are available on our website at http://ir.Cboe.com. In addition, we intend to disclose any future amendments to certain provisions of our Code of Business Conduct and Ethics, or any waivers of such provisions, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions on our website at http://ir.Cboe.com. These documents may also be obtained, free of charge, by writing to: Cboe Global Markets, Inc., 433 West Van Buren Street, Chicago, Illinois 60607, Attn: Investor Relations; or by sending an e-mail to: investorrelations@Cboe.com. These documents, as well as other information about us, are also available on our website at http://ir.Cboe.com. | | | 116 | Cboe Global Markets 2024 Proxy Statement | |
Information on our website does not form a part of this Proxy Statement. How do I sign up for electronic delivery of proxy materials? This Proxy Statement and our 20212023 Annual Report to Stockholders are available on our website at http://ir.Cboe.com. If you would like to help reduce our costs of printing and mailing future materials, you can consent to access these documents in the future over the Internet rather than receiving printed copies in the mail.
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If you are a stockholder of record, you may sign up for this service by contacting our transfer agent in writing at Broadridge, 51 Mercedes Way, Edgewood, NY 11717 or calling (866) 540-7095.301-8223. If you hold shares of common stock in “street name,” you can contact your account representative at the broker, bank, or similar institution through which you hold your shares for information regarding electronic delivery of future materials. Your consent to electronic delivery will remain in effect until you revoke it. Who pays the expenses of this proxy solicitation? The Company will pay the expenses of the preparation of our proxy materials and the solicitation of proxies by the Company for the Annual Meeting. Certain of our directors, officers or employees may make solicitations in person, telephonically, electronically, or by other means of communication. We have also engaged Morrow Sodali LLC to assist in the solicitation and distribution of proxies. Our directors, officers, and employees will receive no additional compensation for any such solicitation, and we will pay Morrow Sodali LLC a fee of $8,500$9,500 for its services, as well as reimbursements for certain expenses. We will request that banks, brokerage houses, and other custodians, nominees, and fiduciaries forward all of our solicitation materials to the beneficial owners of the shares that they hold of record. We will reimburse these record holders for customary clerical and mailing expenses incurred by them in forwarding these materials to customers. If you have any questions about the Annual Meeting or need additional copies of this Proxy Statement or additional proxy cards, please contact Morrow Sodali LLC at 333 Ludlow St, 5th Floor, Stamford, Connecticut 06902. Banks and brokerage firms may call (203) 658-9400 and stockholders may call toll-free at (800) 662-5200.662-5200 or by sending an e-mail to: CBOE.info@investor.morrowsodali.com. Who will count the vote? The Company has engaged Broadridge to serve as the inspector of elections for the Annual Meeting. As inspector of elections, Broadridge will tabulate the voting results. What does it mean if I get more than one proxy or voting instruction card? If your shares are registered in more than one name or in more than one account, you will receive more than one card. This may occur if you hold common stock in multiple accounts, such as with different brokers in street name and as the record holder with Broadridge. Please complete and return all of the proxy or voting instruction cards that you receive (or vote by telephone or through the Internet all of the shares on all of the proxy or voting instruction cards received) to ensure that all of your shares are voted. | | | | 86
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APPENDIX A—A—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES In addition to disclosing results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), Cboe Global Markets, Inc. has disclosed certain non-GAAP measures of operating performance in this Proxy Statement. These measures are not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. The non-GAAP measures provided in this Proxy Statement are adjusted net revenues,corporate-wide and business unit EBITDA and adjusted EBITDA, as applicable, and 3-year adjusted EPS, and Europe segment adjusted net revenues, and Europe segment adjusted EBITDAs.EPS. Management believes that the non-GAAP financial measures presented in this Proxy Statement provide the appropriate means to determine compensation payouts under our annual incentive plan. The Company also believes that providing a discussion of these metrics provides management and investors an additional perspective on the Company’sCompany’s financial and operational performance and trends. | | | | | | Twelve Months Ended | (in millions) | | December 31, 2023 | Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA | | | Net income allocated to common stockholders | | $ | 757.5 | Interest expense, net | | | 50.4 | Income tax provision | | | 286.2 | Depreciation and amortization | | | 158.0 | EBITDA | | $ | 1,252.1 | | | | | Non-GAAP adjustments not included in above line items | | | | Acquisition-related expenses | | | 7.4 | Income from investment | | | (2.1) | Change in contingent consideration | | | (14.4) | Impairment of investment | | | 1.8 | Adjusted EBITDA, including minority investments | | $ | 1,244.8 | Minority investments (1) | | | (3.5) | Adjusted EBITDA, excluding minority investments | | $ | 1,241.3 |
| | | | Twelve Months Ended | (in millions) | December 31, 2021 | Reconciliation of Net Revenue to Non-GAAP | | | Net revenues | $ | 1,476.1 | Non-GAAP adjustments | | | Acquisition revenues less cost of revenues | | (16.7) | Adjusted Net Revenue | $ | 1,459.4 |
| | | | | | Twelve Months Ended | (in millions) | | December 31, 2021 | Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA | | | Net income allocated to common stockholders | | $ | 527.3 | Interest | | | 47.4 | Income tax provision | | | 227.1 | Depreciation and amortization | | | 167.4 | EBITDA | | $ | 969.2 | | | | | Non-GAAP adjustments not included in above line items | | | | Acquisition-related expenses | | | 15.6 | Impairment of investment | | | 5.0 | Change in contingent consideration | | | (2.7) | Acquisition EBITDA | | | (3.6) | Adjusted EBITDA | | $ | 983.5 |
(1) | Actuals exclude impact from minority investments which are removed for purposes of STI achievement calculations. |
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| | | | Thirty Six Months Ended | (in millions, except per share amounts) | December 31, 2021 | Reconciliation of 3-Year Net Income Allocated to Common Stockholders to Non-GAAP | | | Net income allocated to common stockholders | $ | 1,367.0 | Non-GAAP adjustments | | | Acquisition-related expenses (1) | | 109.3 | Amortization of acquired intangible assets (2) | | 389.8 | Provision for notes receivable (3) | | 30.1 | Bargain purchase gain (4) | | (32.6) | Change in redemption value of noncontrolling interests | | 0.5 | Impairment of investments | | 5.0 | Change in contingent consideration | | (2.7) | Total Non-GAAP adjustments | | 499.4 | Income tax expense related to the items above | | (120.5) | Tax provision re-measurements | | 18.7 | Release of tax reserves | | (5.4) | Impairment charges attributed to noncontrolling interests | | (3.6) | Net income allocated to participating securities - effect on reconciling items | | (1.7) | Adjusted 3-year net income allocated to common stockholders | $ | 1,753.9 | | | | Reconciliation of 3-Year Diluted EPS to Non-GAAP | | | Diluted earnings per common share | $ | 12.53 | Per share impact of non-GAAP adjustments noted above | | 3.52 | 3-year Adjusted diluted earnings per common share | $ | 16.05 |
| | | | | | Twelve Months Ended | (in millions) | | December 31, 2022 | Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA | | | Net income allocated to common stockholders | | $ | 234.1 | Interest expense, net | | | 56.4 | Income tax provision | | | 197.9 | Depreciation and amortization | | | 166.8 | EBITDA | | $ | 655.2 | | | | | Non-GAAP adjustments not included in above line items | | | | Acquisition-related expenses | | | 19.9 | Impairment of investment | | | 10.6 | Loan forgiveness | | | (1.3) | Gain on investment | | | (7.5) | Goodwill impairment | | | 460.9 | Investment establishment costs | | | 3.0 | Change in contingent consideration | | | (5.2) | Other adjustment | | | 0.7 | Adjusted EBITDA | | $ | 1,136.3 |
| | | | | | Twelve Months Ended | (in millions) | | December 31, 2021 | Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA | | | Net income allocated to common stockholders | | $ | 527.3 | Interest expense, net | | | 47.4 | Income tax provision | | | 227.1 | Depreciation and amortization | | | 167.4 | EBITDA | | $ | 969.2 | | | | | Non-GAAP adjustments not included in above line items | | | | Acquisition-related expenses | | | 15.6 | Impairment of investment | | | 5.0 | Change in contingent consideration | | | (2.7) | Adjusted EBITDA | | $ | 987.1 |
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| | | | | | Twelve Months Ended | (in millions) | | December 31, 2020 | Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA | | | Net income allocated to common stockholders | | $ | 467.0 | Interest | | | 37.6 | Income tax provision | | | 192.2 | Depreciation and amortization | | | 158.5 | EBITDA | | $ | 855.3 | | | | | Non-GAAP adjustments not included in above line items | | | | Acquisition-related expenses | | | 45.2 | Provision for notes receivable | | | 6.7 | Bargain purchase gain (1) | | | (32.6) | Adjusted EBITDA | | $ | 874.6 |
(1) | This amount represents the bargain purchase gain related to the acquisition of Cboe Clear Europe on July 1, 2020. |
| | | | | | Twelve Months Ended | (in millions) | | December 31, 2023 | Reconciliation of Data and Access Solutions Net Income Allocated to Common Stockholders to EBITDA | | | Net income allocated to common stockholders | | $ | 461.6 | Depreciation and amortization | | | 2.5 | EBITDA | | $ | 464.1 |
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| Twelve Months Ended | (in millions) | | December 31, 2023 | Reconciliation of Digital Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA | | | Net income allocated to common stockholders | | $ | (34.1) | Interest income, net | | | (2.0) | Income tax benefit | | | (10.4) | Depreciation and amortization | | | 7.4 | EBITDA | | $ | (39.1) | | | | | Non-GAAP adjustments not included in above line items | | | | Acquisition-related costs | | | 1.0 | Corporate allocations (1) | | | 8.5 | Digital Adjusted EBITDA | | $ | (29.6) |
(1) | Actuals exclude allocated expenses from the Corporate segment for purposes of STI achievement calculations. |
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| | | | | | Twelve Months Ended | (in millions) | | December 31, 2023 | Reconciliation of US Options Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA | | | Net income allocated to common stockholders | | $ | 572.6 | Interest income, net | | | (0.1) | Income tax provision | | | 275.7 | Depreciation and amortization | | | 30.1 | EBITDA | | $ | 878.3 | | | | | Non-GAAP adjustments not included in above line items | | | | Corporate allocations (1) | | | 183.0 | US Options Adjusted EBITDA | | $ | 1,061.3 |
(1) | Actuals exclude allocated expenses from the Corporate segment for purposes of STI achievement calculations. |
| | | | | | Twelve Months Ended | (in millions) | | December 31, 2023 | Reconciliation of Futures Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA | | | Net income allocated to common stockholders | | $ | 52.4 | Interest expense, net | | | — | Income tax provision | | | 33.4 | Depreciation and amortization | | | 2.0 | EBITDA | | $ | 87.8 | | | | | Non-GAAP adjustments not included in above line items | | | | Corporate allocations (1) | | | 34.8 | Futures Adjusted EBITDA | | $ | 122.6 |
(1) | Actuals exclude allocated expenses from the Corporate segment for purposes of STI achievement calculations. |
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| | | | Thirty Six Months Ended | (in millions, except per share amounts) | December 31, 2023 | Reconciliation of 3-Year Net Income Allocated to Common Stockholders to Non-GAAP | | | Net income allocated to common stockholders | $ | 1,518.9 | Non-GAAP adjustments | | | Acquisition-related expenses (1) | | 42.9 | Income from investment | | (2.1) | | | | Amortization of acquired intangible assets (2) | | 367.5 | Impairment of investments | | 17.4 | Change in contingent consideration | | (22.3) | Investment establishment costs | | 3.0 | Gain on investment | | (7.5) | Loan forgiveness | | (1.3) | Goodwill impairment | | 460.9 | Total Non-GAAP adjustments | $ | 858.5 | Income tax expense related to the items above | | (206.2) | Tax provision re-measurements | | 13.7 | Tax reserves | | 37.1 | Valuation allowances | | (2.7) | Net income allocated to participating securities - effect on reconciling items | | (2.6) | Adjusted 3-year net income allocated to common stockholders | $ | 2,216.7 | | | | Reconciliation of 3-Year Diluted EPS to Non-GAAP | | | Diluted earnings per common share | $ | 14.3 | Per share impact of non-GAAP adjustments noted above | | 6.5 | 3-year Adjusted diluted earnings per common share | $ | 20.8 |
| (1) | This amount includes professional fees and outside services, severance, facilities expenses, impairment charges and other costs related to the company’s acquisitions. |
| (2) | This amount represents the amortization of acquired intangible assets related to the company’sCompany’s acquisitions. |
(3) | This amount represents the provision for notes receivable, recorded in other expenses on the consolidated statements of income, associated with the funding for the development of the consolidated audit trail (“CAT”). |
(4) | This amount represents the bargain purchase gain related to the acquisition of EuroCCP on July 1, 2020. |
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| Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V33202-P05213 For Against Abstain For Against Abstain For Against Abstain For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! CBOE GLOBAL MARKETS, INC. 1a. William M. Farrow, III The Board of Directors recommends you vote FOR all the nominees listed. 1. Election of Directors Nominees: 2. Approve, in a non-binding resolution, the compensation paid to our executive officers. 1l. James E. Parisi 1k. Roderick A. Palmore 3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year. 4. Advisory vote on a management proposal to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold. 5. Advisory vote on a stockholder proposal to provide stockholders the right to call a special meeting of stockholders at a 10% ownership threshold. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 1c. Edward J. Fitzpatrick 1d. Ivan K. Fong 1b. Fredric J. Tomczyk 1g. Erin A. Mansfield 1e. Janet P. Froetscher 1f. Jill R. Goodman 1h. Cecilia H. Mao 1i. Alexander J. Matturri, Jr. 1j. Jennifer J. McPeek ! ! ! ! ! ! ! ! ! ! ! ! The Board of Directors recommends you vote FOR proposals 2, 3 and 4. The Board of Directors recommends you vote AGAINST proposal 5. ! ! ! CBOE GLOBAL MARKETS, INC. C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTEw VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 15, 2024 for shares held directly. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CBOE2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 15, 2024 for shares held directly. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
| | | | Twelve Months Ended | (in millions) | December 31, 2021 | Reconciliation of Europe and Asia Pacific Segment Net Revenues to Non-GAAP | | | Net revenues | $ | 183.9 | Non-GAAP adjustments | | | Acquisition revenues less cost of revenues | | (16.7) | Europe Segment Adjusted Net Revenues | $ | 167.2 |
| | | | | | | (in millions) | | Twelve Months Ended
December 31, 2021 | Reconciliation of Europe and Asia Pacific Segment Net Income Allocated to Common Stockholders to Non-GAAP | | | Net income (loss) allocated to common stockholders | | $ | 18.6 | Interest | | | 12.4 | Income tax provision | | | 26.5 | Depreciation and amortization | | | 35.1 | EBITDA | | | 92.6 | Acquisition-related costs | | | 1.4 | IFRS adjustments | | | (1.1) | Acquisition EBITDA | | | (3.6) | European expenses related to transferred lease | | | 1.7 | Europe Segment Adjusted EBITDA | | $ | 91.0 |
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| | | V33203-P05213 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at https://ir.cboe.com/annual-meeting-and-proxy-materials. 2024 Annual Meeting of Cboe Global Markets, 2022 Proxy Statement | 89
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TableInc. Stockholders Thursday, May 16, 2024, 8:00 a.m. CT Live webcast at www.virtualshareholdermeeting.com/CBOE2024 Please see your proxy statement for instructions should you wish to attend the virtual meeting. CBOE GLOBAL MARKETS, INC. Notice of 2024 Annual Meeting of Stockholders May 16, 2024 8:00 a.m. CT This proxy is solicited by the Board of Directors The undersigned hereby appoints Fredric J. Tomczyk and Patrick Sexton, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Contents
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| | | | Cboe Global Markets 2022 Proxy Statement
| 91Inc. Common Stock that the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the 2024 Annual Meeting of Stockholders of the company to be held on May 16, 2024 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors, FOR proposals 2, 3 and 4, and AGAINST proposal 5. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. Continued and to be signed on reverse side
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