Julie Holzrichter
Director at CEG
Board
About Julie Holzrichter
Independent director at Constellation Energy Corporation (CEG); age 57; director since February 2022. Former Chief Operating Officer of CME Group (2014–2024), responsible for global operations, clearing, post-trade services, trading floor operations, data centers, security, and crisis management; previously held senior operations roles at CME Group from 2006–2014 . Current independence affirmed by the Board under Nasdaq and SEC standards; all non-employee directors (including Holzrichter) were determined independent for 2024 . 2024 Board attendance was 100% across Board and committees; Board held six meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CME Group Inc. | Chief Operating Officer | 2014–2024 | Led global operations, clearing and post-trade services; oversaw trading floor operations, market solutions/services, data centers, security, business continuity/crisis management; integration leadership for multi-billion-dollar M&A |
| CME Group Inc. | Senior Managing Director, Global Operations | 2012–2014 | Global operations leadership |
| CME Group Inc. | Managing Director, Global Operations | 2007–2012 | Global operations leadership |
| CME Group Inc. | Director, Operations | 2006–2007 | Operations leadership |
External Roles
| Organization | Role/Status | Tenure | Notes |
|---|---|---|---|
| Futures Industry Association | Member | Not disclosed | Industry association participation |
| Women in Listed Derivatives | Member | Not disclosed | Industry network membership |
| ChicagoFirst | Member | Not disclosed | Regional security/resilience network |
| DePaul University Finance Advisory Board | Former Member | Not disclosed | Advisory engagement |
| DePaul University Arditti Center for Risk Management Advisory Board | Former Member | Not disclosed | Risk management advisory |
Board Governance
- Committee assignments (as of March 1, 2025): Audit & Risk; Compensation. Not a committee chair .
- Independence: Board determined all non-employee directors and committee members are independent per Nasdaq and SEC standards .
- Attendance and engagement: Board held six meetings in 2024; directors attended >75% of meetings and overall attendance was 100% across Board and committees . Audit & Risk held five meetings in 2024; Compensation held four .
- Executive sessions: Independent directors hold regular executive sessions without management .
- Outside board service limits and governance practices: Maximum of three other public boards; robust director stock ownership requirement (5x annual cash retainer); annual Board and committee self-evaluations; declassification in 2026 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $125,000 | Standard non-employee director retainer |
| Committee chair fees | $0 | Not a chair; Audit & Risk chair stipend is $25,000; other chairs $20,000 |
| Meeting fees | $0 | No additional fees for regular meetings |
| Special committee fees | $0 | $5,000 per quarter if serving; not disclosed for Holzrichter in 2024 |
| All other compensation | $0 | No “All Other Compensation” reported for Holzrichter in 2024 |
| Total cash received (2024) | $125,000 | As reported |
| 2024 Director Compensation Summary | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Julie Holzrichter | 125,000 | 170,000 | — | 295,000 |
Performance Compensation
| Equity Program Element | Structure | 2024–2025 Details |
|---|---|---|
| Deferred Stock Units (DSUs) | Quarterly DSUs credited to a notional account; earn dividend equivalents; settled in shares upon distribution election | 2024 stock awards reported at $170,000; DSUs balances shown separately; quarterly grant-date fair value references provided in proxy footnote |
| 2025 Program Change | Annual grants in advance; option to defer as DSUs or receive RSUs vesting after one year | Change approved to align with market practices; RSUs alternative introduced |
| Performance Metrics (Director) | Not applicable | Non-employee director equity awards are time-based; no performance conditions apply |
No director-specific performance metrics (e.g., TSR or FCF targets) apply to Holzrichter’s director equity; performance metrics disclosed in the proxy relate to executive LTIP, not director compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None | — | — | No other current public company boards listed for Holzrichter |
- Interlocks: No compensation committee interlocks or insider participation disclosed for 2024; Meridian Compensation Partners served as independent consultant to the Compensation Committee; no conflicts of interest found .
Expertise & Qualifications
- Senior operational leadership in complex, regulated markets (derivatives exchange infrastructure, clearing, and post-trade) .
- Technology, cybersecurity, crisis management, and data center/critical infrastructure oversight experience supporting Audit & Risk committee service .
- Compensation and human capital oversight exposure via Compensation Committee membership .
- Board determined audit committee financial experts among members did not list Holzrichter; therefore not designated as an audit committee financial expert in proxy .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficially owned shares (incl. DSUs) | 4,670 | As of March 1, 2025; no options listed |
| DSUs held (12/31/2024) | 4,670 | DSUs balances table |
| Ownership as % of shares outstanding | ~0.0015% | Computed from 4,670 shares and 313,309,685 outstanding as of March 1, 2025 |
| Hedging/Pledging | Prohibited | Insider trading policy prohibits hedging and pledging for directors and employees |
| Stock ownership guideline | 5x annual cash retainer | Must be met within five years of initial election; DSUs and directly/indirectly owned shares count |
| Compliance status | Not individually disclosed | Company sets guideline; individual compliance not separately disclosed for directors |
Insider Trades
| Date | Form 4 Type | Shares | Price | Value | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | The proxy discloses ownership but does not list Form 4 transactions; consult current SEC Form 4 filings for any updates . |
Potential Conflicts, Related Party Transactions, and Red Flags
- Related party transactions: None identified in 2024 under the Related Person Transactions Policy overseen by the Corporate Governance Committee .
- Hedging/pledging: Prohibited by insider trading policy, reducing alignment risk concerns .
- Tax gross-ups and perquisites (directors): Not disclosed for Holzrichter; director program primarily cash/equity; executive perquisites described separately for NEOs and not applicable to directors .
- Attendance: Full attendance across 2024 Board/committee meetings — positive governance signal .
- Independence: Affirmed; all committees comprised solely of independent directors — positive governance signal .
- Say-on-pay and shareholder feedback: Engagement indicated no desired material changes to governance/compensation at this time — supportive context .
Compensation Committee Analysis (Context for Holzrichter’s Committee Service)
- Committee duties: CEO pay oversight; executive compensation policies; succession planning; incentive plans; CD&A review; clawback policies; human capital topics .
- Independent consultant: Meridian Compensation Partners; attended all Compensation Committee meetings in 2024; no conflicts; provided peer assessments and program design input .
- Interlocks: None disclosed in 2024 .
Governance Assessment
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Strengths:
- Independent director with deep operational/technology/market infrastructure expertise; service on Audit & Risk and Compensation aligns with experience .
- Board-wide 2024 attendance at 100% and committee independence across all standing committees .
- Robust ownership guidelines (5x retainer), prohibition on hedging/pledging, annual self-evaluations, and director education/site visits .
- No related party transactions in 2024; transparent director compensation structure and 2025 alignment of equity program with market practices (RSUs option) .
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Monitoring items:
- Ownership alignment: Individual compliance with director ownership guidelines not disclosed; Holzrichter’s reported DSUs/beneficial ownership provide alignment but percentage of total shares is naturally small for outside directors (~0.0015%) .
- Audit & Risk financial expert designation: Not listed among designated audit committee financial experts; continue to monitor committee composition relative to financial expert coverage .
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RED FLAGS: None identified in proxy disclosures for Holzrichter (no conflicts, no related-party transactions, no attendance issues, no hedging/pledging) .