Michael Dennis
About Michael Dennis
Michael G. Dennis is Senior Managing Director, Global Head of Fixed Income at CME Group, effective August 5, 2024, after resigning from CME Group’s Board on July 8, 2024 to join management; he reports to the Chairman and CEO and serves on the Management Team . He previously served as a Class B-2 Director since 2020 (age 43 as of the 2024 proxy) and sat on the Clearing House Oversight Committee and Finance Committee . Dennis holds a B.S. in Finance from Marquette University and FINRA Series 3, 7, 24, and 63 licenses; his background spans trading, clearing, and prime brokerage, and he has been a CME and CBOT member with service on the business conduct and probable cause committees . In his current role, Dennis oversees CME’s interest rate futures and options and BrokerTec; CME highlighted a 14% increase in its interest rates business in Q2 as context for the franchise’s momentum .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ABN AMRO Clearing USA LLC | Principal; Chief Commercial Officer; Management Team member | 2018–2024 | Helped launch fixed income clearing and repo initiative for cash Treasuries as an FICC member; led commercial strategy at one of CME’s largest clearing firms . |
| Société Générale | Director, Prime Brokerage & Clearing Services | — | Led prime brokerage and clearing services initiatives . |
| Advantage Futures | Clearing roles | — | Clearing operations experience supporting futures market participants . |
| PEAK6 Investments | Interest rate trader | — | Traded interest rates; applied market-making and risk expertise . |
| Proprietary trading firm | Market-maker in back-month Eurodollar futures and U.S. cash Treasuries | Early 2000s | Liquidity provision in CME open outcry and electronic markets . |
| JPMorgan Chase (Chicago) | Corporate Investment Banking Division | 2002 | Early career foundation in capital markets . |
External Roles
| Organization / Committee | Role | Years | Note |
|---|---|---|---|
| CME & CBOT Exchanges | Exchange Member | — | Member; service on CME business conduct committee; previously probable cause committee . |
| CME Board – Clearing House Oversight Committee (CHOC) | Committee Member | 2023 | Oversight of clearing house risk management activities . |
| CME Board – Finance Committee (FC) | Committee Member | 2023 | Oversight of financial policies, capital structure, and budgets . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary (CME executive role) | — | — | Not disclosed in 8-K appointment or proxy; Dennis is not listed among Named Executive Officers (NEOs) in the Summary Compensation Table . |
| Target bonus % (CME executive role) | — | — | Not disclosed in filings reviewed . |
| Director fees (cash) | $120,000 | $70,417 | Cash retainers and fees for board/committee service when he was a director. |
| Director stock awards (grant-date fair value) | $145,080 | $145,187 | Annual director equity grants; calculated at close prices on June 26, 2023 and June 25, 2024, not subject to vesting restrictions . |
| Total director compensation | $265,080 | $215,604 | Sum of cash and stock awards for director service. |
CME’s program uses a mix of fixed and variable compensation; senior leaders are subject to stock ownership guidelines and clawbacks, and hedging is prohibited with restricted pledging (see “Equity Ownership & Alignment”) .
Performance Compensation
| Incentive Type | Metric | Period | Weighting | Target | Actual | Payout | Vesting / Notes |
|---|---|---|---|---|---|---|---|
| Annual Cash Bonus (company program) | Company cash earnings (threshold gate) | Annual | — | — | — | — | Annual plan pays zero if cash earnings below threshold; committee can reduce awards for risk or performance considerations . |
| Performance Shares (PS-TSR) | Relative TSR vs S&P 500 | 2025–2027 | — | — | — | — | Granted as target shares; adjusted based on results over 3-year period; annual awards typically in September . |
| Performance Shares (PS-NIM) | Absolute Net Income Margin | 2025–2027 | — | — | — | — | Granted as target shares; adjusted based on results over 3-year period; annual awards typically in September . |
| Restricted Stock (RS) | Time-based | Typically 3–4 years | — | — | — | — | Time-vested RS granted annually in September; 2024 grants approved Sept 9, granted Sept 16, 2024 to executive officers per plan . |
Individual award levels, weightings, and outcomes for Mr. Dennis were not disclosed. CME amended its Omnibus Stock Plan to provide double-trigger vesting upon change-of-control for future awards not already governed by an employment agreement .
Equity Ownership & Alignment
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (Class A shares) | 2,868 | Mar 11, 2024 | Includes 41 shares held in spouse’s name . |
| Ownership as % of shares outstanding | <1% | Mar 11, 2024 | None of directors/NEOs owned ≥1% (table applies to those listed) . |
| Hedging of company stock | Prohibited | 2025 Proxy | Applies to all employees and board members . |
| Pledging of Class A shares | Prohibited (waivers possible, disclosed if granted); none currently pledged | 2025 Proxy | Policy covers directors and executive officers . |
| Stock ownership guidelines | CEO: ≥5x base salary; other NEOs: ≥3x salary; 5-year compliance window | 2025 Proxy | Senior management group subject to guidelines; shares valued as described; unexercised options and unearned PSUs excluded . |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Role | Senior Managing Director, Global Head of Fixed Income | |
| Start date | August 5, 2024 | |
| Reporting line | Reports to Chairman & CEO; member of Management Team | |
| Employment agreement details | Not disclosed in 8-K appointment or proxy | |
| Severance / Change-of-control (individual) | Not disclosed | |
| Equity plan CoC treatment | Double-trigger vesting for future awards not otherwise subject to an employment agreement | |
| Clawback policy | Dodd-Frank/SEC/Nasdaq-compliant recoupment for Section 16 officers; additional recoupment for certain employees | |
| Non-compete / Non-solicit / Garden leave | Not disclosed |
Track Record, Related-Party History, and Governance Considerations
- As a director in 2023–2024, Dennis was affiliated with ABN AMRO Clearing USA LLC, which made payments to CME of nearly $540 million in 2023 and approximately $642 million in 2024; due to payment levels exceeding 5% of CME’s consolidated gross revenues, the board classified him as non-independent at that time .
- On July 8, 2024, he resigned from the board to accept the executive role effective August 5, 2024, eliminating his board independence classification issue in conjunction with the management transition .
- In his CME role, Dennis oversees the interest rate complex (SOFR and U.S. Treasuries futures/options) and BrokerTec; CME cited a 14% increase in its interest rates business in Q2 as context for franchise strength .
Investment Implications
- Alignment and trading-signal read-through: company-wide prohibitions on hedging and pledging, plus ownership guidelines with a five-year compliance window, reduce hedging/pledging-related forced-selling risk and promote long-term alignment for senior leaders, including Dennis .
- Equity award calendar: CME typically grants annual executive equity awards in September (PS-TSR, PS-NIM, RS), creating a predictable cadence for potential Form 4 activity and future vesting-related supply to monitor for trading signals .
- Role leverage: Dennis’ mandate spans CME’s flagship rates complex and BrokerTec, a core earnings engine; CME highlighted Q2 interest rate business up 14%, underscoring the strategic importance and operating leverage of the franchise he leads .
- Disclosure gap: Specific salary/bonus targets, individual equity grants, and severance/CoC economics for Dennis were not disclosed; monitor future 8-Ks, the next proxy, and Form 4 filings to assess retention incentives, vesting timelines, and potential selling pressure .
Additional governance context: CME maintains clawback policies for Section 16 officers and a double-trigger change-of-control framework for future equity awards, both supportive of shareholder-friendly compensation risk controls .