Howard J. Siegel
CME GROUPAbout Howard J. Siegel
Independent director at CME Group, age 68, serving since 2000. A CME member since 1977, he began at Mocatta Metals in 1978 (Class B arbitrage operations), then filled orders and traded cattle (1980–1982); later became partner and officer of a futures commission merchant clearing at CME until selling his interest in 1990. He has been an independent trader for 35+ years, actively trading CME agricultural products; he serves as Secretary and Treasurer of the CME Group Foundation and currently chairs the Clearing House Oversight Committee; he previously co‑chaired the Clearing House Risk Committee (2004–Aug 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mocatta Metals | Class B arbitrage operations; order filler | 1978–1980 | Early market operations experience |
| CME trading floor | Order filler and cattle trader | 1980–1982 | Direct trading execution experience |
| Futures Commission Merchant (clearing at CME) | Partner and officer | ~1982–1990 | FCM leadership; sold ownership interest in 1990 |
| CME Clearing House Risk Committee | Co‑Chair | 2004–Aug 2021 | Built relationships with clearing firms; deep knowledge of financial safeguards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CME Group Foundation | Secretary & Treasurer | Current | Corporate philanthropy governance role |
Board Governance
| Committee | Role | 2024 Meetings | Independence | Mandate |
|---|---|---|---|---|
| Clearing House Oversight Committee (CHOC) | Chair | 8 | 100% Independent | Oversight of Clearing House risk management activities and program effectiveness |
| Executive Committee (EC) | Member | 3 | 90% Independent | Exercises board authority when not in session; oversight of corporate citizenship and sustainability |
| Risk Committee (RC) | Member | 5 | 100% Independent | Oversight of enterprise risks, including cybersecurity program |
- Director independence: Listed as independent in board matrices; CME requires a majority independent board and independent membership on Audit, Compensation, and Nominating & Governance committees .
- Attendance: Board held 6 regular and 1 special meeting in 2024; each director attended more than 75% of combined board and committee meetings .
Fixed Compensation
| 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $61,085 |
| Stock Awards (Grant Date Fair Value) | $240,102 |
| All Other Compensation | $0 |
| Total | $301,187 |
- Stock awards for directors in 2024 were valued using the 6/25/2024 closing price of $194.10; awards are not subject to vesting restrictions; awards above $145,187 reflect elections to receive additional shares in lieu of cash .
- Directors may elect to receive annual cash stipends in stock; non‑executive directors can participate in the Director Deferred Compensation Plan; CME provides no pension/health/other benefit programs to non‑executive directors .
Performance Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Equity (Stock Awards) | Granted in June 2024; not subject to vesting restrictions | Valued using $194.10 closing price; no other awards to non‑executive directors in 2024 |
| Options | None disclosed for non‑executive directors in 2024 | Director Stock Plan permits options, restricted stock, and shares; committee administers annual equity stipend |
| Performance Metrics (PSUs, TSR, financial KPIs) | Not disclosed/applicable for non‑executive directors | No performance‑conditioned awards disclosed for directors in 2024 |
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Class A Shares Beneficially Owned | 78,785 |
| Held in Trust (subset of Class A) | 31,873 |
| Class B‑2 Shares | 1 |
| Ownership as % of Shares Outstanding | <1% (none of directors individually exceed 1%) |
- Stock ownership guideline: Non‑executive directors must hold stock valued at 2x total annual retainer; for 2024 this equaled $480,000; all directors with ≥5 years of service satisfied the guideline as of the 2024 review (Siegel qualifies given tenure since 2000) .
Other Directorships & Interlocks
- The CME proxy biography for Mr. Siegel does not list other public company board roles; it emphasizes his long‑standing trading career and CME committee leadership .
Expertise & Qualifications
- Market participant with 35+ years of independent trading on CME; active electronic trader in agricultural products .
- Extensive clearing house risk oversight experience (former co‑chair of Clearing House Risk Committee and current CHOC chair) .
- Executive Committee membership reflects board trust in his judgment on material policies and oversight .
Election Results (Investor Confidence Signal)
| 2025 Annual Meeting (Equity Director Election) | Votes For | Votes Against | Abstain |
|---|---|---|---|
| Howard J. Siegel | 267,743,441 | 19,671,146 | 384,702 |
Related‑Party & Conflict Considerations
- CME’s unique structure includes directors who participate in CME markets; independence determinations explicitly review trading activities and affiliated clearing firm payments to ensure thresholds conform to Nasdaq standards .
- Transactions relating to trading activity (clearing/transaction fees, data, connectivity) are based on published fee schedules without special discounts; such transactions are deemed pre‑approved under the Audit Committee’s related‑party policy and do not impair independence per CME’s policy statement .
- Mr. Siegel is an active trader and oversees clearing house risk via CHOC, a potential conflict vector mitigated by CME’s independence review process and formal conflict‑of‑interest policy .
Governance Assessment
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Strengths:
- Deep risk oversight leadership (CHOC chair; prior CH risk co‑chair) and active market participant knowledge beneficial to clearing house governance .
- Strong board process (third‑party‑assisted board self‑evaluation in 2024) and high meeting cadence and independence across key committees .
- Ownership alignment via equity grants and stock ownership guidelines compliance for long‑tenured directors .
-
Watch‑items / potential conflicts:
- Active trading while chairing CHOC and serving on RC requires ongoing vigilance; CME’s categorical independence standards and related‑party policies provide structured mitigation, but investors should monitor disclosures annually .
- Director equity grants are unrestricted (no vesting/performance conditions), which may reduce performance‑contingent alignment at the director level; however, directors can elect equity in lieu of cash, increasing exposure to shareholder outcomes .