Lynne Fitzpatrick
President and Chief Financial Officer at CME
Executive
About Lynne Fitzpatrick
Lynne C. Fitzpatrick, 46, is CME Group’s President & Chief Financial Officer (since November 2024) after serving as CFO (April 2023–November 2024), Deputy CFO (2022), and Managing Director of Corporate Development & Treasurer (since 2017); she joined CME in 2006 and previously was an investment banker at Credit Suisse and UBS. Her remit spans corporate finance, accounting, IR, treasury, business development, corporate strategy, strategic investments, pricing, procurement, and now HR and transformation/execution; she also serves as a director of S&P Dow Jones Indices LLC. In the latest PSU cycle covering 2022–2024, CME’s relative TSR ranked at the 52.2nd percentile vs. the S&P 500, yielding a 108.7% payout of target, and 2024 “cash earnings” performance reached ~117.3% of target, driving above-target annual bonuses.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CME Group | President & CFO | Nov 2024–present | Expanded scope adds HR and transformation/execution to prior finance remit, centralizing financial/strategic levers under one leader. |
| CME Group | Chief Financial Officer | Apr 2023–Nov 2024 | Led corporate finance, accounting, IR, treasury, BD, strategy, strategic investments, pricing and procurement. |
| CME Group | Deputy CFO | 2022–2023 | Transition and leadership support for enterprise finance and capital allocation. |
| CME Group | MD, Corporate Development & Treasurer | 2017–2022 | Drove strategic investments, balance sheet/treasury, and corporate strategy initiatives. |
| CME Group | Various finance roles | 2006–2017 | Progressive responsibility across finance; foundation for enterprise-wide remit. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| S&P Dow Jones Indices LLC | Director | n/a | External directorship; relevant to indices/data ecosystem. |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 400,000 | 559,615 (reflects increases to $525k in Jan 2024 and to $750k effective Nov 6, 2024) |
| “All Other Compensation” ($) | 64,817 (incl. $9,900 401(k); $54,125 supplemental; $792 other) | 86,872 (incl. $10,350 401(k); $75,202 supplemental; $1,320 other) |
Base salary increased to better align with market and to reflect expanded responsibilities upon promotion to President & CFO.
Performance Compensation
Annual Bonus (cash)
| Year | Target as % of Salary | Max as % | Company performance metric | Company result vs target | Actual Payout ($) |
|---|---|---|---|---|---|
| 2023 | 100% | 200% | Cash earnings | ~119.5% of target; payouts approved at 197.69% of target | 786,959 |
| 2024 | n/a (plan amounts below) | n/a | Cash earnings | ~117.3% of target | 1,014,369 |
2024 bonus opportunity schedule for Fitzpatrick (plan-based awards):
- Threshold: $204,159; Target: $544,423; Maximum: $1,088,846.
Long-Term Incentives (equity) – design and 2024 grants
- Program design: 50% Performance Shares (PSUs) and 50% time-vested Restricted Stock (RS). PSUs vest after 3 years; RS vests 25% annually over 4 years. Awards granted on or around Sept 15 each year.
- 2024 equity target: 300% of base salary; actual award delivered at 100% of target ($1,575,000; based on $525k salary at grant).
| Award | Grant date | Metric(s) | Threshold (sh) | Target (sh) | Max (sh) | Grant-date FV ($) | Vesting |
|---|---|---|---|---|---|---|---|
| PSU-TSR (2025–2027) | 12/31/2024 (committee 9/9/24) | Relative TSR vs S&P 500 | 901 | 1,802 | 3,604 | 552,313 | Cliff after 3-year period (payout 0–200% of target; max capped at 100% if absolute TSR negative). |
| PSU-NIM (2025–2027) | 12/03/2024 (committee 9/9/24) | Absolute Net Income Margin (non-GAAP formula) | 901 | 1,802 | 3,604 | 433,795 | Cliff after 3-year period (0–200% based on absolute NIM goal). |
| RS | 09/16/2024 (committee 9/9/24) | Time-vested | — | 3,604 | — | 787,582 | 25% per year over 4 years. |
Performance certification history (for context):
- 2022–2024 PSU cycle (TSR vs S&P 500): 108.7% of target earned; Fitzpatrick earned 341 shares from 9/15/2021 grant and 1,110 shares from 3/15/2022 grant; vest date March 15, 2025.
Stock Vested
| Year | Shares vested | Value realized ($) |
|---|---|---|
| 2024 | 2,659 | 577,366 |
Equity Ownership & Alignment
Beneficial Ownership
- Class A shares beneficially owned: 16,865 (as of record date March 10, 2025). None of the directors or executive officers owns >1% of any class.
Stock Ownership Guidelines, Hedging/Pledging, Clawbacks
- Ownership guideline: NEOs must hold shares equal to ≥3x base salary; 5 years to comply; all NEOs have satisfied guidelines or are on track.
- Hedging/derivatives prohibited; pledging of Class A shares prohibited; currently no pledged shares by directors or executive officers.
- Executive Officer Recoupment Policy (effective Oct 2, 2023): 3-year lookback upon a financial restatement to recover excess incentive-based compensation; aligned with Dodd-Frank and Nasdaq listing standards.
Outstanding and Unvested Equity (12/31/2024 snapshot)
| Grant | Type | Unvested shares | Market value ($) | Notes |
|---|---|---|---|---|
| 09/16/2024 | RS | 3,604 | 836,957 | Vests 25% annually (price ref: $232.23 on 12/31/24). |
| 09/15/2023 | RS | 2,175 | 505,100 | Time-vested over 4 years. |
| 09/15/2022 | RS | 1,376 | 319,548 | Time-vested over 4 years. |
| 09/15/2021 | RS | 236 | 54,806 | Time-vested over 4 years. |
| 12/31/2024 | PSU-TSR | 901 | 209,239 | 2025–2027 cycle; shown at threshold. |
| 12/03/2024 | PSU-NIM | 901 | 209,239 | 2025–2027 cycle; shown at threshold. |
| 12/31/2023 | PSU-TSR | 726 | 168,599 | 2024–2026 cycle; shown at threshold. |
| 12/05/2023 | PSU-NIM | 726 | 168,599 | 2024–2026 cycle; shown at threshold. |
| 12/31/2022 | PSU-TSR | 1,376 | 319,548 | 2023–2025 cycle; shown at threshold. |
| 03/15/2022 | RS | 408 | 94,750 | Time-vested. |
| 03/15/2022 | PSU-TSR | 1,110 | 257,775 | 2022–2024 cycle; certified 108.7% and vested Mar 15, 2025. |
| 12/31/2021 | PSU-TSR | 341 | 79,190 | 2022–2024 cycle; certified and vested Mar 15, 2025. |
Options: No stock option grants reported in 2023–2024; long-term incentives comprised of RS and PSUs.
Employment Terms
Severance/Change-in-Control Illustrative Values (as of 12/31/2024)
| Scenario | Total Cash Severance ($) | Value of Equity Subject to Accelerated or Continued Vesting ($) | Health & Welfare ($) | Other Accrued Pay/Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Not for Cause | 1,269,231 | 384,341 | 21,455 | — | 1,675,027 |
| Change in Control | 1,269,231 | 4,298,113 | 21,455 | — | 5,588,799 |
| Death | — | 4,298,113 | — | 1,014,369 | 5,312,482 |
| Disability | — | 4,298,113 | — | 1,014,369 | 5,312,482 |
- Plan framework: Fitzpatrick participates in CME’s severance plan (not an individual employment agreement).
- Equity vesting on change-in-control: Single trigger only applies to awards before March 1, 2024; for awards after March 1, 2024, vesting requires a “double trigger” (termination under specified circumstances or non-assumption by acquirer).
- Insider trading policy on file; governance codes and recoupment policy filed as exhibits (including Exhibit 97.1).
Compensation Structure Analysis
- Mix skews to at-risk pay: For NEOs, 2024 compensation mix averaged ~11% base salary, ~30% annual cash bonus, ~55% equity, ~4% other—aligning compensation with performance and shareholder outcomes.
- Metrics rigor and breadth: Annual cash bonus funded by a single financial metric (cash earnings); LTIs balanced 50/50 between market-based (relative TSR) and operating profitability (absolute net income margin with defined non-GAAP adjustments).
- Plan improvements: Post–Mar 1, 2024 equity grants moved to double-trigger vesting on change-in-control, addressing investor feedback.
- Shareholder alignment safeguards: Robust ownership guidelines (3x salary), hedging banned, pledging prohibited, and formal executive recoupment policy effective Oct 2023.
Say‑on‑Pay & Peer Group
- 2024 Say‑on‑Pay support: ~87% FOR, indicating broad investor acceptance of program design and outcomes.
- TSR peer set for disclosures: Cboe Global Markets, Deutsche Börse, Intercontinental Exchange, London Stock Exchange Group, Nasdaq.
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited; no current pledges by executives or directors.
- Clawbacks: In place and aligned to current listing standards/regulation.
- Perquisites/tax gross-ups: Modest perquisites disclosed; no tax gross-ups for NEOs other than specific life/disability coverage arrangements for CEO; none noted for Fitzpatrick.
- Options repricing: Prohibited by plan design.
Investment Implications
- Alignment and retention: Significant unvested RS and multi-cycle PSUs, plus 3x salary ownership guideline compliance, reduce near-term retention risk and align incentives with TSR and profitability over a three-year window. Watch cliff vesting of PSU cycles (e.g., March cycles) and annual RS tranches (September) as potential supply events, though hedging/pledging prohibitions mitigate leverage-driven selling.
- Pay-for-performance: Annual bonuses track cash earnings (above target in 2023–2024), and PSUs mix market (TSR) and operating (net income margin) outcomes—supportive of capital discipline and shareholder value creation.
- Change‑in‑control risk: Double-trigger on new awards reduces windfall risk and aligns with best practices; severance economics are plan-based and quantified, providing transparency for downside scenarios.
Certifications: As CFO (and later President & CFO), Fitzpatrick executed Section 906 certifications on recent 10-Qs, underscoring accountability for fair presentation and controls.