Phyllis M. Lockett
Director at CME
Board
About Phyllis M. Lockett
Independent Equity Director at CME Group since 2019; age 59. Founder of LEAP Innovations (Strategic Advisor since Feb 2024; previously CEO since 2014). Prior leadership: President & CEO, New Schools for Chicago (2005–2014); Executive Director, Civic Consulting Alliance (1999–2005); earlier marketing/sales/business development roles at IBM, Kraft Foods, and General Mills. Current external board role: independent director, Federal Home Loan Bank of Chicago. At CME, she serves on Compensation, Executive, and Risk Committees and is Chair of the Nominating & Governance Committee; designated a CFTC “Public Director.” The board determined all non‑executive directors, including Lockett, are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LEAP Innovations | Founder; CEO; Strategic Advisor | CEO 2014–Feb 2024; Strategic Advisor since Feb 2024 | Led national nonprofit to research, pilot and scale new instructional designs and edtech; serial entrepreneur leading transformation in education/civic sectors |
| New Schools for Chicago | President & CEO | 2005–2014 | Raised >$70M to open ~80 new public schools (primarily charters); advocacy for school choice |
| Civic Consulting Alliance | Executive Director | 1999–2005 | Led pro‑bono strategy/process/program efforts for government agencies |
| IBM; Kraft Foods; General Mills | Marketing, sales, business development | Not disclosed | Corporate commercial experience (sales/marketing/business development) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Home Loan Bank of Chicago | Independent Director | Not disclosed | External board role (government‑sponsored enterprise) |
| Economic Club of Chicago; The Chicago Network; Commercial Club of Chicago; Aspen Institute (Henry Crown Fellow) | Member/Fellow | Not disclosed | Professional networks/recognitions |
| Forbes | Contributor | Not disclosed | Writes on education innovation/future of learning |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all current directors independent except CEO; Lockett is independent |
| CFTC “Public Director” | Listed among CME’s CFTC “public directors” |
| Committee assignments (2024) | Chair, Nominating & Governance (8 meetings in 2024; 100% independent). Member, Compensation (7 meetings; 100% independent). Member, Risk (5 meetings; 100% independent). Member, Executive (3 meetings; 90% independent) |
| Board attendance | Each director attended >75% of combined Board/committee meetings in 2024; Board held 6 regular + 1 special meetings |
| Committee activity | Eight board‑level committees held 52 meetings in aggregate in 2024; average attendance 99% |
| Executive sessions | Independent directors meet in executive session quarterly, led by the Lead Independent Director |
| Governance practices | Majority voting for Equity directors; proxy access; robust conflict‑of‑interest policy; prohibition on hedging/pledging; stock ownership guidelines |
Fixed Compensation
| Component (Non‑Executive Directors) | Amount/Policy (2024) |
|---|---|
| Annual cash stipend | $95,000 |
| Committee membership retainer | $12,000 per committee |
| Committee chair retainer | $25,000 |
| Equity stipend | $145,000; granted June 2024; calculated at $194.10 closing price on 6/25/2024; not subject to vesting restrictions |
| Lead Independent Director stipend | $50,000 |
| Functional committee meeting fees | $1,000–$1,250 (e.g., clearing house/IRS risk/other exchange committees) |
| Deferral | Directors may defer fees via Director Deferred Compensation Plan; returns solely based on selected market investments |
| Cash‑for‑stock election | Directors may elect to receive some/all cash stipend in stock at the annual grant date price; excess stock award values over $145,187 reflect such elections |
| Director (2024) | Fees Earned/Paid in Cash | Stock Awards | Options | All Other | Total |
|---|---|---|---|---|---|
| Phyllis M. Lockett | $164,250 | $145,187 | — | — | $309,437 |
Notes: Stock awards reflect aggregate grant‑date fair value under ASC 718; 2024 director awards granted June 2024 using $194.10 closing price; no vesting restrictions for director stock awards .
Performance Compensation
- CME does not use performance‑conditioned pay for non‑executive directors; 2024 director equity grants were fully vested shares (no performance metrics or options) .
- No pensions, SERP, or perquisites for non‑executive directors; only the elective Director Deferred Compensation Plan is available .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Noted |
|---|---|---|---|
| Federal Home Loan Bank of Chicago | Financial institution (GSE) | Independent Director | No CME‑related conflict disclosed |
Expertise & Qualifications
- Entrepreneurial/operator background founding and scaling LEAP Innovations; domain expertise in education innovation and technology ecosystems .
- Venture philanthropy leadership with substantial fundraising/execution track record ($70M+; ~80 schools) .
- Public sector consulting leadership (Civic Consulting Alliance) supporting government strategy/process improvement .
- Corporate commercial experience in marketing/sales/business development at IBM, Kraft Foods, General Mills .
- Governance credentials: independent director; CFTC “Public Director”; Chair of Nominating & Governance Committee .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership (Class A) | 4,168 shares (sole voting/investment power unless noted) |
| Shares outstanding (Class A) | 360,379,572 as of Mar 10, 2025 |
| Ownership as % of Class A | ≈0.0012% (4,168 of 360,379,572) |
| Options/RSUs (director) | 2024 director stock awards have no vesting restrictions; no options disclosed for directors in 2024 |
| Hedging/Pledging | Prohibited by policy for directors; insider trading policy forbids hedging and pledging of Class A shares |
| Ownership guidelines | Non‑executive directors must hold stock valued at 2× total annual retainer ($480,000 for 2024); 5‑year compliance window; as of the 2024 review, all directors with ≥5 years of service had satisfied the guideline and others were on track |
Governance Assessment
- Committee leadership: As Chair of Nominating & Governance, Lockett influences board refreshment, evaluation, succession planning, and governance policy, with 8 committee meetings in 2024—central to board effectiveness and CEO succession oversight. This is a strong governance signal of influence and engagement.
- Independence and public director status: Independent and designated a CFTC “Public Director,” enhancing perceived objectivity in a self‑regulatory organization structure.
- Attendance/engagement: Board reported all directors met the >75% attendance threshold; committees were active (52 aggregate meetings; 99% average attendance). No attendance red flags disclosed.
- Compensation alignment: Director pay mix combines fixed cash retainers (role/committee‑based) with fully vested equity; elective stock in lieu of cash increases alignment. No options, no performance awards, no perquisites or pensions; deferral permitted. Program targeted to market median; no director pay increase since 2022—restrained pay governance.
- Conflicts/related‑party exposure: Proxy discloses related‑party items tied to certain trading‑member directors; no related‑party transactions disclosed involving Lockett. CME highlights conflict‑management processes and categorical independence standards.
- Shareholder input: Following enhanced engagement, say‑on‑pay support improved to 87% in 2024, indicating responsive governance; contextually positive for board oversight climate in which Lockett serves as NGC Chair.
RED FLAGS: None disclosed for Lockett—no related‑party transactions, no hedging/pledging, attendance above threshold, independent/public director status.