Rahael Seifu
Director at CME
Board
About Rahael Seifu
Independent director at CME Group since 2020; age 43. She is Director, Legal at Google LLC (since Nov 2022) and has been an attorney at Google since 2014, including service as the first acting Chief of Staff for Google’s Legal Department and lead counsel to Google’s CIO. She began her legal career clerking for Judge George B. Daniels (S.D.N.Y.) after graduating from Yale Law School. Current CME board committees: Compensation Committee (member) and Market Regulation Oversight Committee (member); classified by the board as an independent “public director” under CFTC regulations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google LLC | Director, Legal | Nov 2022–present | Leads legal support for privacy/data protection, content & child safety, UX, customer support, GenAI tools; oversight of internal business functions . |
| Google LLC | Attorney; Acting Chief of Staff (Legal); Lead Counsel to CIO | Apr 2014–Nov 2022 | Implemented strategy and operating processes for global legal org; advised on systems safeguards, access controls, vendor compliance to Google security standards . |
| Morrison & Foerster LLP | Corporate Associate (M&A / governance) | 2013–2014 | Advised public company boards and special committees on M&A and governance . |
| Davis Polk & Wardwell LLP | Corporate Associate (M&A / investments) | 2008–2013 | Advised on transactions, securities law reporting, and compliance . |
| U.S. District Court, S.D.N.Y. | Law Clerk to Hon. George B. Daniels | Immediately following Yale Law School graduation | Federal clerkship . |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No current public company directorships disclosed for the past five years in CME’s proxy biographies . |
Board Governance
- Independence and “public director” status: The board determined all current directors except the CEO (Duffy) are independent; Seifu is also designated a CFTC “public director.” MROC is composed solely of public directors .
- Committees and responsibilities:
- Compensation Committee – oversees compensation program risks, shareholder engagement on executive comp, and proxy pay disclosures .
- Market Regulation Oversight Committee – oversees compliance with self-regulatory obligations and effectiveness of market regulation and surveillance .
- Attendance and engagement: In 2024 the board held six regular and one special meeting; each director attended >75% of combined board and committee meetings. Across eight board-level committees there were 52 meetings with average attendance of 99% .
- Executive sessions: Independent directors hold quarterly executive sessions chaired by the Lead Independent Director .
- Conflicts/related-party controls: Audit Committee approves related-party transactions under a written policy; none specific to Seifu disclosed. CME has a strategic partnership with Google Cloud; this presents a potential perceived conflict given Seifu’s Google role, but no related-party transaction is disclosed in the proxy, and board conflict policies and independence determinations apply .
Fixed Compensation
CME non‑executive director program (2024):
| Component | Amount | Notes |
|---|---|---|
| Annual cash stipend | $95,000 | Directors may elect to take some/all of cash as stock; paid pro‑rata monthly . |
| Committee membership retainer | $12,000 | Per board committee . |
| Committee chair retainer | $25,000 | For non‑executive committee chairs . |
| Lead Director stipend | $50,000 | Additional for Lead Independent Director . |
| Functional committee meeting fees | $1,000–$1,250 | For clearing house risk, interest rate swap risk, and other functional exchange committees . |
Rahael Seifu – 2024 director compensation:
| Metric | 2024 | Notes |
|---|---|---|
| Fees earned or paid in cash | $119,000 | Includes cash stipend, committee retainers/fees; may include any deferred amounts . |
| Stock awards (grant‑date fair value) | $145,187 | Annual director equity; calculated using $194.10 closing price on June 25, 2024; no vesting restrictions . |
| All other compensation | $0 | None . |
| Total | $264,187 | Sum of cash and equity . |
Program design notes:
- No change to director pay in the most recent annual review; last increase was in 2022 .
- Directors may defer compensation under the Director Deferred Compensation Plan; no pension/health benefits for non‑executive directors .
Performance Compensation
| Element | Structure | 2024 Detail |
|---|---|---|
| Annual equity stipend | Shares of Class A common stock; grants under Director Stock Plan | $145,187 grant; valued at $194.10 close on June 25, 2024; awards not subject to vesting; amounts above $145,187 for some directors reflect election to take additional stock in lieu of cash (Seifu’s award equals standard stipend) . |
| Options | Not disclosed for directors in 2024 | Director equity in 2024 consisted of share grants; plan permits options but none disclosed as granted to directors in 2024 . |
| Performance metrics | None for director equity | No performance conditions; no vesting restrictions on director share awards . |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Public company directorships (current) | None disclosed for Seifu . |
| Compensation committee interlocks | CME discloses no interlocking relationships between its directors/compensation committee members and other companies’ boards/comp committees; advisors’ independence assessed in 2024 . |
Expertise & Qualifications
- Technology, privacy, data protection, and security governance; systems safeguards, access controls, and third‑party compliance—relevant to CME’s cybersecurity and market integrity oversight .
- Corporate governance and M&A experience from Davis Polk and Morrison & Foerster, including advising public boards and special committees .
- Large‑scale legal operations leadership (acting Chief of Staff to Google Legal), process design, and risk‑control implementation .
- Classified as a “public director,” supporting independence of regulatory oversight (MROC) .
Equity Ownership
| Holder | Class A Shares | Class B-1 | B-2 | B-3 | B-4 | Notes |
|---|---|---|---|---|---|---|
| Rahael Seifu | 3,562 | — | — | — | — | Beneficial ownership as of Mar 10, 2025; none of the listed insiders owns ≥1% of any class . |
Ownership alignment and policies:
- Director stock ownership guideline: value ≥2x total annual retainer (for 2024, $480,000) within five years of election; all with ≥5 years service complied; others (like newer directors) on track per 2024 review .
- Anti‑hedging and anti‑pledging: insider trading policy prohibits short selling and hedging; directors and executive officers are prohibited from pledging Class A shares .
Governance Assessment
- Strengths: Independent “public director” with deep technology/privacy/security and governance expertise; active service on Compensation and Market Regulation Oversight Committees; strong attendance culture at CME (each director >75%; committees averaged 99%) supports engagement; director pay structure mixes cash and meaningful equity, with robust ownership guidelines and anti‑hedging/pledging, aligning incentives with shareholders .
- Compensation committee credibility: Committee uses independent advisors and reports no interlocks; say‑on‑pay support improved to 87% at 2024 annual meeting after engagement and program changes (Seifu is a member), signaling responsive governance .
- Potential red flag (monitor): Seifu’s Google employment alongside CME’s strategic Google Cloud partnership could present perceived conflicts; however, the proxy discloses no related‑party transaction, CME has a formal related‑party review policy, and Seifu is a designated public director; Audit Committee oversees related‑party approvals, and conflict‑mitigation and independence determinations were affirmed in early 2025 .
Overall: Seifu brings differentiated technology and regulatory risk acumen valuable for market regulation oversight and compensation governance, with clear independence and alignment mechanisms in place. Continued transparency around any Google‑related engagements and maintenance of robust recusal/oversight processes are advisable to protect investor confidence .