CME GROUP INC CLASS A (CME)
Sector: Financials
2026 Annual Meeting Analysis
CME GROUP INC CLASS A · Meeting: May 14, 2026
Directors FOR
14
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Equity Directors
CME's 3-year price return of 86.4% outpaces the XLF sector ETF by +22.6 percentage points, well below the 65pp threshold needed to trigger a vote against under the strong-positive TSR tier; no overboarding, attendance, or independence concerns apply.
Joined in 2023 (within 24 months of the meeting), so the TSR trigger does not apply; brings strong audit and financial services credentials as a CPA and former Deloitte audit partner with 40 years of experience.
No TSR trigger fires (CME outperforms XLF by only +22.6pp, far below the 65pp threshold); brings deep financial markets experience including senior roles at U.S. Treasury and TCW Group.
No TSR trigger fires given CME's strong positive returns well within the 65pp allowance; brings long tenure in derivatives industry leadership including as former Chairman of CBOT and now serves as independent Lead Director.
No TSR trigger fires; brings over 30 years of operational and regulatory experience at CME Group and CBOT covering technology, clearing, and market regulation.
Joined in 2023 (within 24 months), so the TSR trigger does not apply; brings relevant financial services, government relations, and public policy experience through roles at PNC, Morgan Stanley, and Merrill Lynch as well as 10 years in Congress.
No TSR trigger fires; brings deep institutional knowledge of CME's exchange operations and regulatory functions accumulated over more than 30 years as a member and board director.
No TSR trigger fires; serves as audit committee financial expert with 35 years at Ernst & Young and current audit committee chair roles at two other public companies, providing strong financial oversight credentials.
No TSR trigger fires; brings entrepreneurial leadership, technology, and strategy experience relevant to CME's innovation initiatives, and serves on the Federal Home Loan Bank of Chicago board.
No TSR trigger fires; brings MIT-based academic expertise in derivatives, fixed income, and government financial policy directly relevant to CME's core business and regulatory environment.
No TSR trigger fires; brings technology, privacy, cybersecurity, and corporate governance expertise from her senior legal roles at Google, directly relevant to CME's operational risk focus.
No TSR trigger fires; brings decades of experience as a futures commission merchant founder and long-time market participant, with specialized expertise in clearing house oversight.
No TSR trigger fires; brings over 35 years of trading experience and deep knowledge of CME's clearing house risk management as long-time co-chair and now chair of the clearing house oversight committee.
No TSR trigger fires; brings extensive risk management and financial markets expertise as a retired Goldman Sachs general partner and prior Lead Director, chairing CME's risk committee since its inception in 2014.
CME's 3-year price return of 86.4% outperforms the XLF sector ETF benchmark by +22.6 percentage points, far below the 65pp threshold required to trigger a vote against any director under the strong-positive TSR tier; no directors are overboarded, have attendance issues, or raise independence concerns, and the board discloses a comprehensive skills matrix — all 14 equity director nominees receive a FOR vote.
Say on Pay
✓ FORCEO
Terrence A. Duffy
Total Comp
$23,394,854
Prior Support
N/A
CEO Terrence Duffy's total compensation of approximately $23.4 million is consistent with benchmarks for a CEO of a $108 billion market cap financial services firm with record revenue and earnings; pay mix is strongly performance-oriented, with roughly 85% of total pay variable (55% in equity awards and 30% in annual cash bonus tied to a cash earnings target that required 114% achievement to generate the actual payout). The company's 3-year stock return of 86.4% and TSR of approximately 22% in 2025 alone reflects strong alignment between executive pay outcomes and shareholder results, with performance share awards requiring the company to rank in the top half of S&P 500 companies by TSR to earn target payout and the 2023-2025 awards paying out at 200% after CME reached the 78.8th TSR percentile. The company maintains a meaningful clawback policy compliant with Dodd-Frank, robust stock ownership requirements, and anti-hedging and anti-pledging policies, all supporting a FOR vote.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$8,122,159
Non-Audit Fees
$193,105
Non-audit fees (tax services of $193,105) represent only about 2.4% of audit fees ($8,122,159), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; Ernst & Young is a Big 4 firm fully appropriate for a company of CME's size and complexity.
Overall Assessment
CME Group's 2026 annual meeting presents a straightforward ballot: the company delivered record 2025 financial performance with strong TSR that clears all director election benchmarks, executive pay is heavily performance-linked and aligned with shareholder outcomes, and the auditor relationship raises no independence concerns. The most notable governance items are four charter amendments proposing to eliminate Class B shareholders' special director election rights — a meaningful step toward simplified, one-class governance that deserves shareholder support.