Harold Ford Jr.
Director at CME
Board
About Harold Ford Jr.
Harold Ford Jr. (age 54) is an independent Equity director at CME Group since 2023 and is designated a CFTC “public director.” He serves on the Compensation Committee and Finance Committee. Ford is Regional President (New York City market) at PNC Financial Services Group and previously served as Vice Chair, Corporate & Institutional Banking (from 2020), following more than a decade in investment banking at Merrill Lynch and Morgan Stanley; he taught public policy at Vanderbilt and the University of Michigan and is a co-host/contributor at Fox News programs “The Five” and “Special Report.” He has prior roles with One River Asset Management (advisory board, 2021–Mar 2023) and as non‑executive chairman of Rx Saver (2019–2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives | Member of Congress (TN‑9) | 1997–2007 | Served on House Financial Services, Budget, and Education Committees |
| PNC Financial Services Group | Regional President, New York City market | Jan 2023–present | Senior leadership; government/public policy expertise |
| PNC Financial Services Group | Vice Chair, Corporate & Institutional Banking | 2020–present | Institutional banking leadership |
| Merrill Lynch | Investment banking | >10 years (prior to PNC) | Capital markets/investment banking experience |
| Morgan Stanley | Investment banking | >10 years (prior to PNC) | Capital markets/investment banking experience |
| Vanderbilt University | Public policy instructor | Not disclosed | Academic/public policy perspective |
| University of Michigan | Public policy instructor | Not disclosed | Academic/public policy perspective |
| One River Asset Management | Advisory Board Member | 2021–Mar 2023 | Digital assets/markets advisory |
| Rx Saver | Non‑Executive Chairman | 2019–2020 | Technology/consumer healthcare platform |
| Fox News | Co‑host (“The Five”), Contributor (“Special Report”) | Not disclosed | Public affairs/regulatory commentary |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| SIGA Technologies, Inc. | Director | Current | Public directorship |
| Live Oak Acquisition Corp. (combined with Danimer Scientific, Inc.) | Director | Prior | SPAC → Danimer Scientific transaction |
| Empowerment & Inclusion Capital I Corporation | Director | Prior | SPAC board service |
Board Governance
- Independence: CME’s board determined all current directors except the CEO are independent; Ford is also one of eleven designated public directors per CFTC regulations .
- Attendance: The board held six regular and one special meeting in 2024; each director attended more than 75% of combined board/committee meetings. Across eight board‑level committees, aggregate 52 meetings with average attendance of 99% .
- Executive sessions: Independent directors meet in executive session quarterly, led by the Independent Lead Director .
- Shareholder engagement and say‑on‑pay: CME reported 87% support on 2024 say‑on‑pay following enhanced shareholder outreach and compensation changes .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation Committee | Member | 7 | 100% independent |
| Finance Committee | Member | 5 | 100% independent |
Fixed Compensation
- CME non‑executive director program components (2024): cash stipend $95,000; committee retainer $12,000 per board committee; chair retainer $25,000; equity stipend $145,000 (fully vested shares); Lead Director stipend $50,000; functional committee meeting fees $1,000–$1,250 .
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash stipend | $95,000 | Option to elect stock in lieu of cash |
| Committee retainer (per committee) | $12,000 | Paid annually; no board‑level meeting fees |
| Committee chair retainer | $25,000 | For non‑executive chairs |
| Annual equity stipend | $145,000 | Fully vested at grant |
| Lead Director stipend | $50,000 | Independent Lead Director |
| Functional committee meeting fees | $1,000–$1,250 | Clearing house risk/other functional committees |
- Harold Ford Jr. compensation totals:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned/Paid in Cash (USD) | $62,417 | $114,000 |
| Stock Awards (USD) | $145,080 | $145,187 |
| All Other Compensation (USD) | $0 | $0 |
| Total (USD) | $207,497 | $259,187 |
Notes: Ford was elected in May 2023, which explains lower pro‑rated cash in 2023 .
Performance Compensation
- CME director equity grants are not performance‑conditioned; shares under the Director Stock Plan are fully vested at grant .
| Item | Detail |
|---|---|
| Equity grant type | Fully vested shares under Director Stock Plan |
| Performance metrics | None disclosed/applicable for director equity grants |
| 2024 equity value (Ford) | $145,187 |
Other Directorships & Interlocks
- Current public board: SIGA Technologies, Inc. .
- Prior public boards: Live Oak Acquisition Corp. (Danimer Scientific), Empowerment & Inclusion Capital I Corp. .
- Potential interlocks/conflicts: Ford is a senior PNC executive; CME’s independence review and categorical standards address relationships with exchange members and market participants. Related‑party trading activity disclosures list several directors/firms but do not identify Ford, and transactions are at published terms and pre‑approved in policy .
Expertise & Qualifications
- Government/regulatory/public policy leadership from Congressional service; financial services leadership at PNC; investment banking experience; corporate governance from public boards; academic policy instruction .
- Board skills matrix tags Ford with Global Financial Services, Innovation and Strategy, Government/Regulatory/Public Policy, Leadership, Corporate Governance, Ethics and Integrity, and Fresh Perspective (tenure <5 years) .
Equity Ownership
| Item | Detail |
|---|---|
| Class A shares beneficially owned | 1,559 |
| Class B shares beneficially owned | None |
| Ownership as % of outstanding | None exceed 1% (director group total 0.3% of Class A) |
| Stock ownership guidelines (directors) | Value ≥2× total annual retainer; 2024 threshold $480,000; 5‑year compliance window; all with ≥5 years met; others on track |
| Hedging/pledging | Prohibited for directors and executives (anti‑hedging and anti‑pledging policy) |
| Pledges/wavers | None currently for directors/executives; waivers disclosed if ever granted |
Governance Assessment
- Strengths: Clear independence designation (public director), relevant committee assignments (Compensation and Finance), and strong attendance norms (board average ≥75%; committees ~99%) enhance oversight quality . Expertise in financial services and public policy aligns with CME’s regulated market oversight .
- Alignment: Director equity awards are fully vested and not performance‑based; however, CME applies robust anti‑hedging/anti‑pledging policies and stock ownership guidelines (two times total annual retainer) supporting alignment over time .
- Compensation governance: Compensation Committee uses an independent advisor (Meridian) and reports no interlocks or insider participation; CME amended stock plan to “double trigger” for change‑of‑control and maintains clawbacks for executives, indicating shareholder responsiveness and discipline .
- Conflicts/related‑party: CME’s audit/independence framework reviews trading affiliations and related‑party transactions; 2024 related‑party trading activity disclosures do not cite Ford, and such transactions (for others) occur at published terms and are policy‑preapproved, mitigating integrity concerns .
- Shareholder sentiment: Improved say‑on‑pay support (87% in 2024) following engagement and program changes supports investor confidence in CME’s compensation governance .
Note: Insider Form 4 transaction data for Harold Ford Jr. at CME could not be retrieved due to an API authorization error with the insider‑trades skill; no Form 4 records were identified in the proxy materials. We will update insider trading tables if access becomes available.