Martin J. Gepsman
Director at CME
Board
About Martin J. Gepsman
Martin J. Gepsman, age 72, has served on CME Group’s board since 1994 and previously served as Board Secretary from 1998 to 2007. He is an independent director and a long-tenured market participant, having been a CME member for more than 35 years and an independent floor broker and trader since 1985, with earlier membership at CBOE from 1982 to 1985 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CME Group Board | Director; Board Secretary | Director since 1994; Secretary 1998–2007 | Long-standing service across compensation, strategic steering, executive, clearing house oversight, ethics and arbitration committees; deep understanding of market operations and regulatory functions . |
| CME Exchange Operations | Chairman | Ongoing | Chairs Business Conduct, Membership, and Floor Conduct Committees; chairs CME Gratuity Fund; extensive experience reviewing disciplinary charges and determining appropriate actions . |
| CME Former FX Subsidiaries | Board roles (including Chairman) | Prior service | Governance roles at regulated subsidiaries; applied options trading and market oversight expertise . |
| CME Political Action Committee | Secretary & Treasurer | Current | Regularly interacts with government officials; governance and public policy engagement . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Futures Association | Membership Appeals Committee (Member) | Current | External regulatory oversight exposure; appeals review experience . |
| CBOE | Exchange Member | 1982–1985 | Equity/options market participation; trading expertise . |
Board Governance
- Committee memberships: Clearing House Oversight Committee (member) and Nominating & Governance Committee (member) .
- Independence: Identified as independent; CME requires independence for Audit, Compensation, and Nominating & Governance committees and has categorical standards exceeding Nasdaq; independence reviewed with attention to member trading relationships and payments in ordinary course .
- Attendance: The board held six regular meetings and one special meeting in 2024; each director attended >75% of combined board and committee meetings; 21 directors attended the 2024 annual meeting . In 2023, six regular meetings were held; each director attended >75%; 20 directors attended the annual meeting .
- Committee activity levels: CHOC met 8 times in 2024; NGC met 8 times in 2024; each committee is 100% independent .
- Years of service: Director since 1994, bringing continuity and deep market/regulatory knowledge .
Fixed Compensation
Director Compensation (Gepsman)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $132,000 | $137,000 |
| Stock Awards ($) | $145,080 | $145,187 |
| Total ($) | $277,080 | $282,187 |
Program Structure (Non-Executive Directors)
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash stipend | $95,000 (2023 program) | Directors may elect to receive all or part of cash stipend in shares; repayment required for unearned pro-rata if leaving board before next annual meeting . |
| Committee membership retainer | $12,000 (annual) | Paid for service on board committees . |
| Committee chair retainer | $25,000 (annual) | For non-executive directors serving as committee chairs . |
| Lead Director stipend | $50,000 (annual) | Additional leadership compensation . |
| Annual equity stipend | ~$145,000 (2023) | Value of equity grant; directors can elect additional shares in lieu of cash; awards under Director Stock Plan; no vesting restrictions . |
| Functional committee meeting fees | $1,000–$1,250 per meeting | For clearing house risk/interest rate swap risk/other functional exchange committees . |
| Deferred compensation plan | Available | Market-based investment returns only; no pension/health/other benefits for non-executive directors . |
Performance Compensation
| Year | Equity Grant Fair Value ($) | Pricing Reference | Vesting/Performance Conditions | Notes |
|---|---|---|---|---|
| 2023 | $145,080 | Closing price on June 26, 2023 of $178.89 | No vesting restrictions; no performance conditions | Awards made under Director Stock Plan; directors may elect additional shares via cash in stock . |
| 2024 | $145,187 | Closing price on June 25, 2024 of $194.10 | No vesting restrictions; no performance conditions | No other equity awards to non-executive board members in 2024 . |
CME’s director compensation is not performance-based; equity awards are fixed annual grants without vesting restrictions or performance hurdles .
Other Directorships & Interlocks
| Company | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Gepsman in the last five years . |
Expertise & Qualifications
- Long-term CME market participant and independent floor broker since 1985; former CBOE member; deep options trading knowledge aligned with CME’s strategic focus .
- Extensive disciplinary and conduct oversight through chairing business conduct, membership, and floor conduct committees; strong understanding of exchange operations and market regulatory functions .
- Policy and government engagement through role as Secretary & Treasurer of CME’s PAC; familiarity with stakeholder engagement .
Equity Ownership
| Holder | Class A Shares | Class B‑1 | Class B‑2 | Class B‑3 | Class B‑4 | Notes |
|---|---|---|---|---|---|---|
| Martin J. Gepsman | 25,067 | — | — | 1 | 1 | Includes 495 Class A shares and 1 Class B‑4 share in joint ownership with voting power . |
| Directors & Execs (33 persons) | 1,022,264 (Class A) | 11 | 15 | 14 | 5 | Group ownership equals ~0.3% of Class A; each individual <1% of any class . |
- Ownership guidelines: Non-executive directors must hold stock valued at 2× total annual retainer ($480,000 for 2024); five-year compliance window; all directors with ≥5 years of service satisfied guidelines; others on track .
- Hedging/pledging: Hedging prohibited; policy restricts pledging of Class A shares; currently no pledges by board members or executive officers .
Governance Assessment
- Board effectiveness: Gepsman’s decades-long market participation and leadership of disciplinary and conduct committees provide valuable operational and regulatory insight; his membership on CHOC and NGC places him directly in risk oversight and governance/succession planning processes .
- Independence & attendance: Independent status with >75% meeting attendance and service on 100% independent committees supports investor confidence .
- Compensation alignment: Balanced cash/equity mix with fixed annual equity (no performance awards), optional deferral, and stringent ownership/anti-hedging/anti-pledging policies; overall low risk of misalignment or pay-driven conflicts .
- Potential conflicts: As an exchange member and floor broker/trader, there is inherent potential exposure; CME’s categorical independence standards and conflict policy review member trading/fees to ensure ordinary-course terms and threshold compliance; no related-party transactions or pledging disclosed—risk mitigated but should be monitored as a standing consideration. RED FLAG potential: market participant direct economic ties; mitigants in place via independence and conflict policies .
Overall signal: Long-tenured, operationally grounded independent director with strong committee engagement and compliance posture; minimal pay-related risks; monitor ongoing member/trading interactions as part of independence reviews .