Suzanne Sprague

About Suzanne Sprague

Suzanne Sprague is CME Group’s Chief Operating Officer and Global Head of Clearing (appointed November 2024). She joined CME in 2002, previously serving as Senior Managing Director & Global Head of Clearing and Post‑Trade Services (Feb 2022–Nov 2024) and, since 2015, as Managing Director overseeing Credit & Liquidity Risk, Risk Policy & Banking for CME Clearing. She is 44 years old (ages as of Feb 12, 2025) and holds a B.S. in finance and international business from Indiana University and an M.S. in Financial Markets from Illinois Institute of Technology. Her promotion was part of CME’s 2024 succession actions to broaden senior leaders’ responsibilities; the board highlighted her COO appointment as strengthening bench depth.

Company performance context during 2022–2024 (useful for pay‑for‑performance and alignment assessments):

Metric	FY 2022	FY 2023	FY 2024
Revenues ($USD)	$4,753,600,000*	$5,252,200,000*	$5,698,400,000*
EBITDA ($USD)	$3,365,300,000*	$3,810,900,000*	$4,273,500,000*
EBITDA Margin (%)	67.05%*	68.43%*	69.83%*

*Values retrieved from S&P Global.

Past Roles

Organization	Role	Years	Strategic Impact
CME Group	COO & Global Head of Clearing	Nov 2024 – present	Elevated to COO while continuing to lead Clearing; part of board’s 2024 succession actions to deepen leadership bench strength.
CME Group	Senior MD & Global Head of Clearing and Post‑Trade Services	Feb 2022 – Nov 2024	Led global clearing/post‑trade; key role in risk policy development and operational leadership of CME Clearing.
CME Group	MD, Credit & Liquidity Risk, Risk Policy & Banking	2015 – 2022	Oversaw counterparty credit risk, liquidity risk, acceptable collateral, financial operations and banking for CME Clearing.
CME Group	Various leadership roles in financial and risk management	2002 – 2015	Contributed to development of risk management policy; increasing responsibilities since joining CME in 2002.

External Roles

Education: Indiana University (B.S., finance & international business); Illinois Institute of Technology (M.S., Financial Markets).
No public-company directorships or external committee roles for Ms. Sprague were disclosed in the executive officer biographies reviewed.

Fixed Compensation

Element	Program Design (CME policy)	Notes relevant to Sprague
Base Salary	Fixed pay; reviewed annually; set with reference to market medians and individual responsibilities.	Individual base salary not disclosed for Ms. Sprague in the proxy (she was not an NEO for 2024).
Annual Cash Bonus	Company‑funded by “cash earnings” metric; no payout if cash earnings are ≥25% below target; pool capped at 20% above target; committee may consider net income, EPS, TSR and strategic progress.	As part of the senior management group, her bonus structure follows this framework; individual payout not disclosed.
Long‑Term Incentives	Annual equity delivered 50% time‑vested restricted stock (RS) and 50% performance shares (PSUs); PSUs have a 3‑year performance period with metrics of relative TSR (vs S&P 500) and absolute net income margin; RS vests ratably over 4 years; annual grants on or near Sept 15.	Mix and metrics apply to senior management equity program. Specific award sizes for Ms. Sprague not disclosed.

Benchmarking and peer group:

CME targets around the 50th percentile of market for total compensation; uses a blended set of financial services/technology/exchange peers for benchmarking (no rigid formula).
2024 compensation peer group: Cboe, Equifax, Fiserv, Franklin Resources, ICE, Invesco, Mastercard, Moody’s, Nasdaq, Northern Trust, Paychex, Charles Schwab, S&P Global, T. Rowe Price, Western Union.

Clawback and risk controls:

Dodd‑Frank compliant executive officer clawback: recoup incentive‑based compensation in excess of restated results for 3 years prior to a required restatement.
No hedging of company securities; pledging of Class A shares by directors/executive officers is restricted; currently none have pledged shares.

Performance Compensation

Plan	Metric	Weighting	Target/Threshold/Max	Payout/Outcome	Vesting
Annual Bonus	Cash Earnings (primary funding metric)	Not disclosed for individuals	Threshold: no bonus if ≥25% below target; pool capped at +20% vs target; committee also considers net income, TSR, EPS, strategic goals.	Not disclosed for Ms. Sprague	Cash; paid per plan after year‑end.
PSUs (3‑yr)	Relative TSR (vs S&P 500); Net Income Margin	Not disclosed between metrics	Company sets 3‑yr performance goals; earned shares vest after performance period.	Not disclosed for Ms. Sprague	Cliff vest post performance period.
RS	Time‑vested	50% of annual equity award value	N/A	N/A	Vests ratably over 4 years; annual grant on or near Sept 15.

Clawback applies to incentive‑based comp for executive officers in event of restatement.

Equity Ownership & Alignment

Ownership guidelines: CEO 5x salary; other NEOs 3x salary; senior management group monitored annually; as of 2024 review, all NEOs met guidelines and other senior leaders were on track.
Hedging/derivatives prohibited; pledging of Class A shares by directors/executive officers restricted; no current pledges.
Directors and executive officers as a group held ~0.3% of Class A shares as of March 10, 2025; no individual director/executive owns >1% of any class.
Beneficial ownership for Ms. Sprague specifically was not itemized in the 2025 proxy tables (table covers directors and named executive officers).

Vesting/plan mechanics that influence selling pressure:

RS vest ratably over four years (potential for periodic tax‑related share sales at vest).
PSUs vest once at end of three‑year performance period.

Employment Terms

Contract status: CME uses employment contracts selectively; among NEOs, only the CEO has an employment agreement; other senior executives are governed by company policies and plans (e.g., severance, equity plans).
Severance plan (non‑CEO, U.S. policy): Typically two weeks per year of service with caps (max 52 weeks for position eliminations; 38 weeks for performance terminations); potential health plan continuation and outplacement; acceleration of RS that would have vested during the severance pay period; subject to release of claims.
Retirement vesting (senior leadership awards from Sept 2021 onward): if eligible (≥55 years old and ≥10 years’ service, plus notice/approval and successful transition), 75% of unvested RS vests at retirement; 25% of PSUs continue and settle based on actual results after period end. Ms. Sprague’s age (44) suggests she is not currently retirement‑eligible despite long tenure since 2002.
Change‑in‑control treatment: Awards granted prior to March 1, 2024 were single‑trigger (automatic vesting at or above target for PSUs); effective March 1, 2024, new awards are double‑trigger (require qualifying termination or non‑assumption post‑CIC for vesting).
Clawback: Executive officer policy requires recoupment of incentive‑based compensation following a required financial restatement (3‑year lookback).

Investment Implications

Alignment and risk controls: The equity mix (50% RS/50% PSUs), ownership guidelines, and prohibition on hedging/pledging support alignment and reduce governance risk; the shift to double‑trigger CIC on new awards further curtails windfalls.
Retention: Sprague’s 20+ year tenure and elevation to COO during 2024 succession actions suggest low near‑term flight risk; retirement vesting rules are not yet applicable given her age, which can further anchor retention incentives through standard vesting.
Pay‑for‑performance: Incentives center on cash earnings (annual) and multi‑year relative TSR and net income margin (long‑term), which are tied to CME’s business drivers and shareholder outcomes.
Operating backdrop: CME delivered rising revenues, EBITDA and margins over 2022–2024, providing constructive context for performance‑linked pay programs. See the performance table above (S&P Global).

Notes and Sources

Executive officer biography, role changes, age and responsibilities: 2024 and 2025 Form 10‑K executive officer sections.
Education and promotion to COO: November 7, 2024 press release and 8‑K.
Succession and bench‑strength disclosure (COO appointment highlighted): 2025 Proxy.
Compensation framework, benchmarking, peer group, and equity design: 2025 and 2024 Proxy.
Ownership guidelines, hedging/pledging restrictions and compliance: 2025 and 2024 Proxy.
Clawback (executive officers): 2025 and 2024 Proxy.
Severance plan and retirement vesting (senior leadership): 2025 Proxy.
Change‑in‑control (double‑trigger effective March 1, 2024): 2025 Proxy.
Group ownership and <1% per individual: 2025 Proxy.

If you want, I can extend this with Form 4 insider transaction analysis to quantify any historic selling pressure patterns around vesting dates.