Elizabeth A. Cook

About Elizabeth A. Cook

Elizabeth A. Cook (age 64) is an independent director of CME Group, serving on the board since 2015 and as a CME member since 1983, with deep options market expertise spanning FX and Eurodollar (now SOFR) options . She is founder/owner of MiCat Group LLC (options execution services) and president of Lucky Star LLC (commercial property management), and is an NACD Governance Fellow with risk and audit program participation and long-standing market risk management experience . She co-chairs CME arbitration and floor conduct committees, serves on CME’s membership and business conduct committees, and sits on the board of the CME Gratuity Fund, reflecting sustained engagement with exchange governance and discipline .

Past Roles

External Roles

Board Governance

• Independence: Designated independent director; CME’s categorical independence standards exceed Nasdaq; board affirms independence after reviewing trading and exchange relationships and applies conflict-of-interest policy for market participation .
• Tenure: Director since 2015 (≈10 years as of 2025) .
• Attendance: The board held 6 regular + 1 special meeting in 2024; each director attended >75% of combined board/committee meetings; 21 directors attended the 2024 annual meeting .
• Committee memberships (2024):
  • Audit Committee (member), 11 meetings, 100% independent .
  • Compensation Committee (member), 7 meetings, 100% independent .
• Additional board practices: Annual self-evaluations; independence and conflict reviews; prohibitions on hedging/pledging; stock ownership guidelines; policy engagement disclosure .

Fixed Compensation

• Standard non-executive director compensation (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
  • Directors can elect to receive some/all cash stipend in stock; equity awards to directors have no vesting restrictions; deferred compensation plan available, with market returns only .

• Stock awards were calculated using the June 25, 2024 closing price of $194.10; awards are not subject to vesting restrictions; amounts above $145,187 reflect election to take additional shares in lieu of cash (not applicable to Cook’s line) .
• Director compensation targets the 50th percentile; no changes made in the most recent review; last increase in 2022 .

Performance Compensation

• For directors: CME’s annual equity stipend to non-executive directors is time-based and not performance-conditioned; there are no director-specific performance metrics tied to awards .
• Company performance metrics used for executive pay (context only):

• Governance safeguards: Prohibition on hedging and derivative transactions for employees/board; policy restricting pledging of Class A shares; currently no pledges by directors/executives; SEC/Nasdaq-compliant clawback policy for executive incentive comp; discretionary recoupment policy for non-executive officers .

Other Directorships & Interlocks

Expertise & Qualifications

• Options complex expertise (FX and Eurodollar/SOFR) and long-time CME market participation .
• Risk management and audit program participation; disciplinary committees experience (hearings, charges, appropriate actions) .
• NACD Governance Fellow; training in corporate governance and board operations .
• Understanding of customer-facing systems and controls through market use .

Equity Ownership

• Directors/executive officers as a group own ~0.3% of Class A; none individually own ≥1% of any class .
• Stock ownership guidelines for non-executive directors: 2× total annual retainer; for 2024, $480,000; five years to comply; all directors with ≥5 years of service had satisfied the guideline as of the 2024 review (Cook qualifies by tenure) .
• Hedging and pledging: Hedging prohibited; pledging restricted; currently no pledged Class A shares by directors/executives .

Governance Assessment

• Strengths

  • Independent director with active roles on Audit and Compensation committees; committees fully independent; robust meeting cadence (11 and 7 respectively) .
  • Deep market operations and risk discipline through CME functional committee leadership and long-term options expertise .
  • Good engagement signals: >75% attendance threshold achieved; strong governance culture (self-evaluations; conflict policy; ownership guidelines; prohibitions on hedging/pledging) .
  • Ownership alignment via equity stipend, stock ownership guidelines compliance by tenure cohort; director equity awards without vesting restrictions simplify alignment and avoid complex vesting incentives .

• Potential conflicts and mitigants

  • As a CME member and founder of an options execution services firm, she may have trading relationships with CME markets; CME reviews director independence annually, examines trading/fee relationships and applies a conflict-of-interest policy; transactions deemed ordinary course and within Nasdaq thresholds .
  • No disclosed public company directorships → limited external interlocks risk; no board/comp committee interlocks at CME .

• RED FLAGS

  • Shares pledged: None (policy restricts pledging; current status shows no pledges) .
  • Hedging: Prohibited for directors; no hedging allowed .
  • Related-party transactions: None disclosed specific to Cook; board applies conflict policy for market participation .
  • Attendance: Board-wide threshold met; no low-attendance flag .
  • Pay anomalies: Director pay targeted to median; no recent increases beyond 2022; Cook’s 2024 comp aligns with program .