Kathryn Benesh
About Kathryn Benesh
Kathryn Benesh, age 65, has served as an independent “public” director of CME Group since 2023. She is a CPA, designated an audit committee financial expert, and retired from Deloitte in 2021 after a 40‑year career spanning audit, assurance, and advisory services, including leadership roles and experience in sustainability matters and cyber incident response. At CME, she serves on the Audit Committee (member), Market Regulation Oversight Committee (member), and Risk Committee (member). The board classified all current directors other than the CEO as independent, and MROC is composed solely of public directors. Each director attended more than 75% of combined board and committee meetings in 2024; across eight board-level committees, there were 52 meetings with average attendance of 99%.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Secretary and Board Member | 2004–2017 | Oversight of professional aspects of the audit & assurance practice; deep governance exposure |
| Deloitte (Advisory Services) | Executive Team member; Chief Quality Officer | Not disclosed | Leadership and risk oversight management; quality control in advisory services |
| Deloitte | Audit, assurance and advisory services to public and private companies | Retired 2021; 40-year career | Industry breadth (energy, utilities, renewables, construction, manufacturing, financial services); sustainability and cyber incident response experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marygrove Conservancy | Board Member | Not disclosed | Community/non-profit service |
| AICPA | Member | Ongoing | CPA; professional affiliation |
Board Governance
| Area | Detail |
|---|---|
| Independence | Board determined all current non-executive directors are independent; Benesh is classified as a “public director” under CFTC definitions |
| Committees | Audit Committee (member; 11 meetings in 2024; 100% independent); Market Regulation Oversight Committee (member; 6 meetings; 100% independent); Risk Committee (member; 5 meetings; 100% independent) |
| Roles/Chairs | Not disclosed as a chair (Audit chair: Daniel G. Kaye; MROC chair: Timothy S. Bitsberger; Risk chair: Dennis A. Suskind) |
| Attendance | Board held 6 regular and 1 special meeting in 2024; each director attended >75% of combined board and committee meetings; 52 committee meetings total with 99% average attendance |
| Oversight Focus | Audit: ICFR, external auditor, related party approvals; MROC: SRO compliance; Risk: ERM, cybersecurity oversight (quarterly CISO updates) |
| Board Effectiveness | Third-party supported self-evaluation in 2024; enhanced surveys and one-on-ones led by Lead Director; targeted board education (including generative AI oversight) |
Fixed Compensation
| Director | Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|---|
| Kathryn Benesh | 2024 | $126,000 | $145,187 | $271,187 |
- Annual equity grant was made June 25, 2024, valued using closing price of $194.10; awards are not subject to vesting restrictions; amounts above $145,187 (for some directors) reflect electing stock in lieu of cash. Non-executive directors may elect to receive cash stipends in stock; no pension/health/other benefit programs for non-executive directors; directors may participate in a deferred compensation plan (market-rate returns only). Stock ownership guideline is 2x total annual retainer ($480,000 for 2024), with five years from election to comply; as of the 2024 review, all with ≥5 years had satisfied and others were on track.
Performance Compensation
- CME does not use performance-based pay for non-executive directors; no PSU/option awards disclosed for directors in 2024. The 2024 director equity awards are fully vested (no vesting restrictions), and there are no performance metrics tied to director compensation in the proxy.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Not disclosed in CME’s 2025 proxy for Benesh | — | — | No other public company directorships/interlocks disclosed for Benesh in the filing. |
Expertise & Qualifications
- CPA; designated audit committee financial expert; extensive financial reporting and governance experience from a 40‑year Deloitte career.
- Risk oversight, leadership, and quality management (former Chief Quality Officer, Advisory Services).
- Familiarity with sustainability and cyber incident response; aligns with CME’s risk and market infrastructure oversight needs.
- Classified “public director,” enhancing independence profile for regulatory committees (MROC).
Equity Ownership
| Security Class | Beneficially Owned Shares | Notes |
|---|---|---|
| Class A Common Stock | 1,575 | As of March 10, 2025 record date |
| Class B (all series) | 0 | No Class B holdings disclosed |
- The proxy states none of the directors or executive officers beneficially own more than 1% of any class. Directors have five years from election to meet the 2x retainer ownership guideline; as of the 2024 review, all with ≥5 years had satisfied and others were on track.
Governance Assessment
-
Strengths: Independent/public director with financial expert designation; service on Audit, MROC, and Risk situates Benesh at the core of financial, regulatory, and enterprise risk oversight. CME’s committees are fully independent; MROC is solely public directors, mitigating market‑participant conflicts. The board runs a robust annual self‑evaluation (third‑party supported in 2024) and targeted education (including AI oversight), supporting board effectiveness.
-
Compensation/Alignment: 2024 mix is balanced between cash and equity, with the ability to elect shares in lieu of cash. Equity awards are not performance‑conditioned (typical for directors) and are fully vested at grant; ownership guideline of 2x retainer (five‑year window) provides alignment over time.
-
Conflicts/Related Party Exposure: No Benesh‑specific related party transactions disclosed; audit committee reviews/approves related party transactions; MROC public‑only composition addresses SRO conflict principles; the board reviewed trading/clearing relationships in independence determinations.
-
Attendance/Engagement: Each director exceeded the 75% attendance threshold; aggregate committee attendance averaged 99% across 52 meetings, indicating strong engagement.
-
RED FLAGS: None identified in the proxy specific to Benesh (no related‑party items, pledging, or attendance issues disclosed). Continue to monitor ownership guideline progress within the five‑year window and any changes in committee roles or independence determinations.