Jonathan Marcus
Senior Managing Director and General Counsel at CME
Executive
About Jonathan Marcus
Senior Managing Director and General Counsel of CME Group since October 2022; he serves as chief legal advisor and oversees Legal, Compliance, Enterprise Risk Management (ERM), and Market Regulation, reporting to the CEO . He co-leads CME’s internal ESG management committee framework alongside Global Brand/Communications leadership, reinforcing cross-functional governance of sustainability priorities . ERM’s Chief ERM & Compliance Officer reports internally to the General Counsel and externally to the Board Risk Committee, highlighting the legal function’s centrality to risk oversight at CME . During his tenure, CME delivered multi-year growth across key financials: revenues and EBITDA increased each year from FY22–FY24 (see table), while executive pay programs emphasized relative TSR vs. S&P 500 and absolute net income margin—metrics that shape management incentives and signal alignment with shareholder value creation .
Performance snapshot (company-level)
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $4,753,600,000* | $5,252,200,000* | $5,698,400,000* |
| EBITDA | $3,365,300,000* | $3,810,900,000* | $4,273,500,000* |
Values retrieved from S&P Global*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CME Group | Senior Managing Director & General Counsel | Since Oct 2022 | Oversees Legal, Compliance, ERM, Market Regulation; chief legal advisor; reports to CEO . |
| U.S. CFTC | General Counsel | 2013–2017 | Led legal oversight on Dodd-Frank implementation and digital asset regulation . |
| U.S. CFTC | Deputy General Counsel (Litigation) | 2011–2013 | Senior litigation counsel for the Commission . |
| Reed Smith LLP | Partner | Not disclosed | Derivatives regulation, litigation & enforcement focus . |
| Skadden, Arps, Slate, Meagher & Flom | Senior role/Of Counsel (Derivatives) | Not disclosed | Senior derivatives advisory roles . |
| Covington & Burling | Of Counsel (Appellate & Supreme Court) | Not disclosed | Appellate and Supreme Court practice experience . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| U.S. Department of Justice | Assistant to the Solicitor General | Not disclosed | Briefed/argued matters before the Supreme Court (legal strategy and advocacy experience) . |
| U.S. Courts | Law Clerk to Judge José A. Cabranes (2d Cir.) | Not disclosed | Federal appellate clerkship—foundation for appellate advocacy . |
Education: B.A. Yale; J.D. Yale Law School .
Fixed Compensation
| Element | 2024 | Notes |
|---|---|---|
| Base salary | Not disclosed for Marcus | CME targets base salary at ~50th percentile for role; individual adjustments reflect responsibilities/performance . |
| Perquisites | Modest only | Company emphasizes modest perquisites . |
| Pension/Deferred Comp | Available; no above-market earnings | Non-qualified deferral returns tied to market investments; no above-market earnings (methodology referenced in 2025 SCT notes). |
Performance Compensation
| Incentive type | Metric(s) | Weighting/Design | Targets/Bounds | Payout mechanics | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Company cash earnings (primary); committee also considers NI, EPS, TSR, and strategic/operational goals | Company-wide plan for senior management | Threshold at 25% below target funds zero; pool capped at 20% above target | Individual awards based on role, goals, and performance; no guaranteed incentives | Annual, cash . |
| Long-term equity – Time-vested RS | N/A | 50% of annual LTI mix | N/A | Realized value tied to share price | Time-vested; schedule not specified in excerpts . |
| Long-term equity – Performance Shares (PSUs) | 50% Relative TSR vs S&P 500; 50% Absolute Net Income Margin | 50% of annual LTI mix | Negative absolute TSR over the period caps TSR-linked payout at 100% | Earned over 3-year performance period based on metrics | Cliff after 3 years (performance period 2025–2027 example) . |
| Plan risk controls | Clawback; no hedging; pledging restricted; double-trigger CIC for new awards | Company-wide | N/A | Recoupment on restatement (Dodd-Frank/SEC/Nasdaq compliant); no option repricing | Applies to execs incl. General Counsel . |
Notes:
- In 2024, at least 50% of NEO target total comp was performance-based (cash earnings, NI margin, relative TSR) .
- Equity design and guardrails (negative TSR cap; double-trigger) aim to align pay with sustained shareholder returns and profitability .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 5x salary; other named executive officers 3x salary; senior management group subject to ownership requirements and annual monitoring .
- Hedging prohibited; pledging of Class A shares by directors/executive officers prohibited; board discloses waivers if any; currently none of directors or executive officers have pledged shares .
- No option repricings; no excise tax gross-ups; clawback in place for Section 16 officers and a broader recoupment policy for other senior employees .
Ownership specifics for Marcus: His individual beneficial share count was not included in the available excerpts of the beneficial ownership tables; CME’s ownership tables cover “each executive officer who is not also a director,” but Marcus did not appear in the excerpts reviewed .
Employment Terms
- Role/title confirmation: “Senior Managing Director, General Counsel and Duly Authorized Officer” in company 8-K filings (signature block), confirming officer status .
- Company practices: reasonable post-employment and change-of-control provisions; no excise tax gross-ups; double-trigger vesting under the Omnibus Plan for future awards not already subject to an employment agreement .
- Clawback policy compliant with Dodd-Frank/SEC/Nasdaq; prohibition on hedging; restricted pledging policy; stock ownership guidelines to reinforce alignment .
- A Marcus-specific employment agreement was not filed in the reviewed period; CEO agreement disclosures are not directly applicable to Marcus .
Performance & Track Record
| Company KPI (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $4,753,600,000* | $5,252,200,000* | $5,698,400,000* |
| EBITDA | $3,365,300,000* | $3,810,900,000* | $4,273,500,000* |
Values retrieved from S&P Global*
Context:
- Incentive design emphasizes multi-year relative TSR vs S&P 500 and absolute net income margin, directly linking leadership equity outcomes to shareholder returns and profitability .
- Governance scope: The General Counsel’s office anchors risk, compliance, market regulation, and ERM reporting to the Board, which is a critical lever for execution quality and regulatory posture in a highly regulated exchange environment .
- ESG governance: Co-led ESG management processes indicates cross-functional influence on non-financial value drivers and disclosure quality .
Risk Indicators & Red Flags (as disclosed)
- Hedging prohibited; pledging restricted and currently none by directors/executive officers—reduces misalignment risks and margin-call–driven selling pressure .
- No option repricings; no tax gross-ups; clawback policy in force—shareholder-friendly constructs .
- Compensation risk controls include bonus funding thresholds and caps; significant equity weighting for senior management .
Compensation Committee & Benchmarking
- Compensation Committee comprised of independent directors; seven meetings in 2024; uses independent consultant (Meridian) and outside counsel (Skadden) for CEO agreement review and program design; management retained Exequity for technical guidance .
- Program philosophy: pay-for-performance, retention of top talent, balanced risk-taking, objective targets, and shareholder alignment .
Investment Implications
- Alignment: Strong alignment through ownership guidelines, heavy use of performance shares (relative TSR and absolute profitability), clawback, and anti-hedging/pledging policies; these reduce behavioral and liquidity-driven selling risk from the executive bench including the General Counsel .
- Insider selling pressure: Time-vested RS and 3-year PSU cycles can create episodic vesting events, but pledging prohibition and absence of repricings mitigate pressure signals; no Marcus-specific selling/pledge disclosures in reviewed materials .
- Retention: Company-wide LTI balance and ESG/ERM governance roles suggest high strategic importance of the General Counsel; lack of a publicly filed Marcus-specific employment agreement limits visibility into severance/CIC economics, but company constructs (double-trigger, no gross-ups) are shareholder-friendly and generally retention-supportive .
- Execution risk: Strong legal/regulatory stewardship is critical to CME’s franchise; ERM and market regulation oversight routed through the GC can be a positive leading indicator for regulatory outcomes and operational resilience .
Notes:
- Title/role confirmation for Marcus in SEC filings (signature block) .
- Education and career history from company press release and investor site .
- Company incentive design and governance policies from CME DEF 14A filings .