Daniel G. Kaye
Director at CME
Board
About Daniel G. Kaye
Daniel G. Kaye, age 70, has served as a director of CME Group since 2019 and is currently Chair of the Audit Committee; he also serves on the Executive Committee and Risk Committee. He is a CPA and NACD Board Leadership Fellow, with 35 years at Ernst & Young (25 years as an audit partner) and interim CFO/Treasurer experience at HealthEast Care System, bringing deep GAAP/SEC, risk management, and internal control expertise to CME’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Audit Partner; New England Managing Partner; Midwest Managing Partner (Assurance) | 35 years; 25 years as audit partner | Led large audit practices; GAAP/SEC reporting, regulatory risk management, internal controls, technology controls/testing experience |
| HealthEast Care System | Interim CFO & Treasurer | 2013–2014 | Leadership and operations experience; oversight of finance and treasury |
| Ferrellgas Partners LP | Director | 2012–2015 | Public company board experience |
External Roles
| Organization | Role | Committees/Positions |
|---|---|---|
| Equitable Holdings, Inc. | Director | Audit Committee Chair; Nominating & Governance Committee Chair |
| AllianceBernstein | Director | Compensation Committee member |
Board Governance
| Committee | Role | 2024 Meetings | Oversight Focus |
|---|---|---|---|
| Audit Committee | Chair; Audit Committee Financial Expert | 11 | Financial reporting integrity; internal control over financial reporting; internal audit; external auditor oversight; related-party approvals; 100% independent membership |
| Risk Committee | Member; Audit Committee Financial Expert | 5 | ERM oversight across clearing, legal/compliance, financial, operational, reputational, strategic risks; cybersecurity program oversight; 100% independent |
| Executive Committee | Member | 3 | Exercises board authority when board not in session; reviews material policies/plans pre-submission; 90% independent |
- Independence and “public director” status: The board determined all non-executive directors, including Kaye, are independent; he is one of 11 “public directors” under CFTC regulations (no exchange relationships) .
- Attendance: The board held six regular and one special meeting in 2024; each director attended more than 75% of combined board and relevant committee meetings .
- Executive sessions: Independent directors meet in executive session quarterly, chaired by the Lead Independent Director .
- Lead Independent Director: Dennis A. Suskind; prescribed responsibilities include presiding over executive sessions, agenda input, special meeting authority, and board evaluations .
Fixed Compensation
CME non-executive director pay structure (2024):
| Component | Amount |
|---|---|
| Annual cash stipend | $95,000 |
| Annual board committee retainer (per committee) | $12,000 |
| Annual committee chair retainer | $25,000 |
| Annual equity stipend | $145,000 |
| Annual Lead Director stipend | $50,000 |
| Functional committee meeting fee | $1,000–$1,250 |
| Benefits | No pension/health/other benefit programs for non-executive directors |
Daniel G. Kaye – 2024 director compensation:
| Director | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Daniel G. Kaye | $156,000 | $145,187 (June 2024 grant) | $— | $301,187 |
Notes:
- The 2024 grant was made in June; fair value used closing price of $194.10 on June 25, 2024; awards are not subject to vesting; amounts above $145,187 reflect elections to receive additional shares instead of cash (Kaye’s award equals the standard equity stipend) .
Performance Compensation
| Director Performance-Linked Components | Status (2024) | Notes |
|---|---|---|
| Annual bonus | Not applicable | CME directors are paid stipends/retainers; schedule does not include bonuses |
| Performance stock units/options | None awarded in 2024 | Director equity stipend delivered as shares; no vesting restrictions; no other awards to non-executive directors in 2024 |
| Benefits/perquisites | Not applicable | No pension, health, or other benefit programs for non-executive directors |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Notes |
|---|---|---|
| Equitable Holdings, Inc. | Current director; Audit Chair; N&G Chair | Independent roles; no CME compensation committee interlocks disclosed |
| AllianceBernstein | Current director; Compensation Committee member | Independent roles; no CME compensation committee interlocks disclosed |
| Ferrellgas Partners LP | Former director (2012–2015) | Prior public directorship |
- Compensation Committee interlocks: CME’s compensation committee comprised independent directors; no interlocking relationships with other companies’ compensation committees were disclosed; only AMAC stipends for two members (not Kaye) .
Expertise & Qualifications
- CPA; Audit Committee Financial Expert designation; extensive GAAP/SEC reporting, internal controls, and regulatory risk management experience from EY tenure .
- Leadership and operations experience as interim CFO/Treasurer; managed EY regional assurance practices, contributing to audit quality and controls oversight .
- Board governance experience across audit, nominating/governance, compensation, executive, finance, and risk committees on multiple public boards .
Equity Ownership
| Holder | Class A Shares | Class B-1 | Class B-2 | Class B-3 | Class B-4 | Ownership % |
|---|---|---|---|---|---|---|
| Daniel G. Kaye | 4,168 | — | — | — | — | Less than 1% (none of directors >1%) |
- Stock ownership guidelines: Non-executive directors must hold stock valued at two times total annual retainer; for 2024, $480,000. Members have five years from election to reach compliance; as of 2024, all directors with ≥5 years of service had satisfied the guideline (Kaye was elected in 2019) .
- Hedging/pledging policy: Robust anti-hedging and anti-pledging policies; insider trading policy prohibits hedging and pledging for directors and executive officers .
Governance Assessment
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Strengths:
- Audit Committee Chair and SEC-defined audit committee financial expert, aligning with CME’s emphasis on financial integrity and controls .
- Independent and designated “public director,” enhancing conflict mitigation within CME’s CFTC-regulated structure .
- Meets attendance threshold; board and committee cadence indicates strong engagement (Audit: 11; Risk: 5; Executive: 3 meetings in 2024) .
- Ownership alignment via meaningful director ownership guidelines; equity stipend delivered as fully vested shares .
- Board governance practices include quarterly executive sessions, anti-hedging/anti-pledging policies, and active risk/cyber oversight .
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Potential risk indicators and mitigants:
- Prior EY affiliation while EY serves as CME’s auditor could present a perceived independence risk; mitigated by Kaye’s retirement from EY in 2012 and the audit committee’s annual independence review and conclusion that EY’s services are compatible with independence; all audit projects were pre-approved .
- Multiple external directorships may raise bandwidth concerns; CME policy limits non-employee directors to no more than four public company boards, supporting capacity discipline .
- Related-party transactions: CME has a formal policy and audit committee oversight; ordinary-course trading and market data subscriptions are pre-approved; no Kaye-specific related transactions are disclosed in the proxy .
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Shareholder engagement signal: CME’s say-on-pay support improved to 87% in 2024 following board-led outreach and program enhancements (context for overall board effectiveness) .