Charles P. Carey
Director at CME
Board
About Charles P. Carey
Independent director at CME Group since 2007 (age 71). Former CME Group Vice Chairman (2007–2010) following the CBOT merger; long-time derivatives industry leader with prior service as CBOT Chairman (2003), Vice Chairman (2000–2002), and First Vice Chairman (1993–1994). He chairs CME Group’s Compensation Committee and serves on the Executive, Finance, and Nominating & Governance Committees; background includes trading, market structure expertise, and international exchange representation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CME Group | Vice Chairman | 2007–2010 | Senior leadership during post-merger integration; industry advocacy |
| CBOT | Chairman | 2003 | Led exchange; regulatory and government engagement |
| CBOT | Vice Chairman | 2000–2002 | Executive leadership |
| CBOT | First Vice Chairman | 1993–1994 | Executive leadership |
| CBOT | Board Member | 1997–1999; 1990–1992 | Governance oversight |
| HC Technologies LLC | Owner | Until sale in 2023 | Trading and technology investment experience |
| BM&FBovespa (now B3) | CME Group Board Representative | 2012–2017 | Latin America market expertise; soybean futures complex development support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CME Group Foundation | Chairman | Current | Philanthropy leadership aligned with CME citizenship strategy |
| CME Agricultural Markets Advisory Council (AMAC) | Member | Current | Eligible for $10,000 annual stipend; supports industry dialogue and collaboration |
Board Governance
- Independence: Board determined all current directors are independent except the CEO; Carey classified independent .
- Attendance: Board met 7 times in 2024 (6 regular, 1 special); each director >75% attendance; board committees held 52 meetings with 99% average attendance .
- Executive sessions: Independent directors meet quarterly without management, chaired by the Lead Independent Director .
- Conflict controls: Board maintains conflict of interest standards; independence determinations review director trading-related payments and exchange relationships; all assessed as ordinary course within Nasdaq thresholds .
Committee assignments and activity
| Committee | Role | Meetings (2024) | Key Oversight |
|---|---|---|---|
| Compensation Committee | Chair | 7 | Executive and director comp, equity plans, pay risk controls |
| Executive Committee | Member | 3 | Acts between board meetings; oversees corporate citizenship/sustainability |
| Finance Committee | Member | 5 | Capital structure, credit risk, investment and dividend policy |
| Nominating & Governance Committee | Member | 8 | Board composition/refreshment, governance policies, succession planning |
Fixed Compensation (Director)
- Structure (non-executive directors, 2024): Annual cash stipend $95,000; committee membership retainer $12,000; committee chair retainer $25,000; annual equity stipend $145,000; Lead Director stipend $50,000; functional committee meeting fees $1,000–$1,250 .
| Component | Amount |
|---|---|
| Annual cash stipend | $95,000 |
| Committee membership retainer | $12,000 |
| Committee chair retainer | $25,000 |
| Annual equity stipend | $145,000 |
| Lead Director stipend | $50,000 |
| Functional committee fees | $1,000–$1,250 per meeting |
- 2024 Actual (Carey): Fees earned $72,085; Stock awards $240,102; Other compensation $10,000 (AMAC stipend); Total $322,187. Stock awards above $145,187 indicate an election to receive additional shares in lieu of cash—suggesting alignment via equity .
| Category | Carey 2024 |
|---|---|
| Fees earned or paid in cash | $72,085 |
| Stock awards (grant-date fair value) | $240,102 |
| All other compensation | $10,000 |
| Total | $322,187 |
Performance Compensation
- CME does not tie non-executive director pay to performance metrics; compensation consists of cash stipends/retainers and equity stipends/elections (no performance scorecards for directors) .
Other Directorships & Interlocks
- Public company boards: Carey’s biography lists no current public company directorships in the past five years; prior representation role at BM&FBovespa/B3 was as CME’s board representative, not a disclosed public board seat .
- Compensation committee interlocks: None—committee members had no officer roles and no interlocking relationships; Carey’s only non-director compensation from CME is AMAC stipend eligibility .
Expertise & Qualifications
- Derivatives trading and exchange leadership (CBOT/CME), regulatory engagement, and customer-facing systems familiarity through trading activity .
- International market infrastructure experience (B3 representation) and product development input (soybean futures complex, Latin America focus) .
- Governance roles include Compensation Chair and membership on key oversight committees (risk, finance, governance via committee structure) .
Equity Ownership
- Beneficial ownership: 8,585 Class A shares; no Class B shares disclosed for Carey .
- Directors and executive officers generally own <1% of any class; group-level ownership confirms sub-1% concentrations .
- Stock ownership guidelines: Non-executive directors must hold stock valued at 2x total annual retainer ($480,000 for 2024); directors with ≥5 years of service satisfied guideline, others on track .
- Hedging/pledging: CME prohibits hedging; pledging is restricted and requires board-approved waivers; currently no pledged shares by directors/executive officers .
| Holder | Shares | % of Class |
|---|---|---|
| Charles P. Carey (Class A) | 8,585 | <1% (company-wide director/officer ownership <1% per class) |
Insider trades (recent signals)
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| 2025-05-15 | Sale | 3,000 | Noted aggregate sale; SEC Form 4 filing | |
| 2025-06-10 | Sale | 500 | $265.35–$265.36 | |
| 2025-06-25 | Purchase | 879 | $273.03 | |
| 2025-06-26 | Form 4 filing | — | — |
Note: Insider transactions can reflect portfolio management or tax planning and are not exclusively directional signals; SEC Form 4s provide the authoritative record of transaction details .
Governance Assessment
- Board effectiveness: Carey’s chair role on Compensation and memberships on Executive/Finance/NGC place him at the center of pay design, capital oversight, and board refreshment—consistent with CME’s emphasis on pay-for-performance (for executives), risk oversight, and multi-year board refresh .
- Independence and attendance: Classified independent; board-level attendance exceeds thresholds, with committees at ~99% average—supports investor confidence in governance rigor .
- Alignment: Carey elected incremental equity in lieu of cash in 2024 (stock awards above standard stipend), and CME enforces anti-hedging/anti-pledging and director ownership guidelines—positive alignment signals .
- Potential conflicts and related-party exposure: AMAC stipend ($10,000) is modest and disclosed; CME’s independence process reviews director trading-related payments to ensure compliance with thresholds; audit committee oversees related-party transactions .
- RED FLAGS:
- Long tenure (board since 2007) can raise refreshment questions, though CME is actively reducing board size and pursuing phased refresh; continued committee leadership mitigates concerns via active oversight .
- Routine insider trading activity (small sales/purchase) warrants monitoring but is not, in isolation, a governance concern given anti-hedging policy and ownership guidelines .
Overall, Carey presents as a seasoned market operator and governance leader with strong committee engagement, transparent compensation, and alignment mechanisms that support investor confidence, with tenure and ongoing insider activity meriting standard monitoring within CME’s robust governance framework .