DEF 14A 1 tmb-20210513xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

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Soliciting Material under §240.14a-12

Cboe Global Markets, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Graphic

2021

Notice of Annual Meeting of Stockholders

and Proxy Statement


Graphic

April 1, 2021

Dear Cboe Stockholder:

We cordially invite you to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Cboe Global Markets, Inc. to be held on Thursday, May 13, 2021, at 9:00 a.m., Central time.

The Annual Meeting will be a completely virtual meeting of stockholders and there will be no physical meeting location. You will be able to attend the Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CBOE2021 and entering the 16-digit control number included in your proxy materials or on your proxy card. The live audio webcast of the Annual Meeting will also be available for listening to the general public.

At the Annual Meeting, you will be asked to do the following:

Graphic     elect 14 directors to the Board of Directors to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected and qualified;

Graphic     approve, in a non-binding resolution, the compensation paid to our executive officers;

Graphic     ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2021 fiscal year; and

Graphic     transact any other business that may properly come before the meeting and any adjournments and postponements of the meeting.

Enclosed with this letter are a formal notice of the Annual Meeting, a proxy statement, and a form of proxy.

Please carefully review the form of proxy that you receive to confirm that it reflects all of your shares of our stock. If you hold stock in different accounts, you may need to complete multiple proxy cards to vote all of your shares.

Whether or not you plan to attend the Annual Meeting via live audio webcast, it is important that your shares be represented and voted. Please submit your proxy by Internet or telephone, or complete, sign, date and return the enclosed proxy using the enclosed postage-paid envelope. The enclosed proxy, when returned properly executed, will be voted in the manner directed in the proxy.

We hope that you will participate in the Annual Meeting, either via live audio webcast or by proxy.

Sincerely,

Graphic

Edward T. Tilly

Chairman, President and Chief Executive Officer


Cboe Global Markets, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Cboe Global Markets, Inc. will be held on Thursday, May 13, 2021, at 9:00 a.m., Central time.

The Annual Meeting will be a completely virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CBOE2021 and entering the 16-digit control number included in your proxy materials or on your proxy card. Online check-in to the Annual Meeting live audio webcast will begin at 8:45 a.m., Central time, and you are encouraged to allow ample time to log in to the meeting webcast and test your computer audio system. There will be no physical meeting location.

The purpose of the Annual meeting is to:

1.Consider and act upon a proposal to elect 14 directors named in the proxy statement to the Board of Directors to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected and qualified;
2.Consider and act upon a non-binding resolution to approve the compensation paid to our executive officers;
3.Consider and act upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2021 fiscal year; and
4.Transact any other business that may properly come before the meeting and any adjournments or postponements of the meeting.

You are entitled to vote online during the Annual Meeting and any adjournments or postponements of the meeting if you were a stockholder of record at the close of business on March 18, 2021. A list of stockholders of record will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 400 South LaSalle Street, Chicago, Illinois, 60605, and online during the Annual Meeting live audio webcast.

Your vote is important. Whether or not you plan to attend, please vote as soon as possible. For additional details, please see the information under “How do I vote?” in the proxy statement.

Internet

Internet

Telephone

Mail

Before the Meeting

Graphic

During the Meeting

Graphic

Graphic

Graphic

Go to

www.proxyvote.com

Go to

www.virtualshareholdermeeting.com/CBOE2021

Call toll free

1-800-690-6903

Complete, sign, date and return the enclosed proxy using the enclosed postage-paid envelope

By Order of the Board of Directors,

Graphic

Patrick Sexton

April 1, 2021

Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 13, 2021:

The notice of the Annual Meeting and proxy statement are available on the Investor Relations section of our website at http://ir.Cboe.com.


TABLE OF CONTENTS

Proxy Statement Summary

1

Corporate Governance

5

Proposal 1—Election of Directors

5

Board Structure

17

Committees of the Board

21

Stockholder Engagement

28

Communications with Directors

28

Corporate Social Responsibility

28

Director Compensation

30

Executive Compensation

33

Proposal 2—Advisory Vote to Approve Executive Compensation

33

Compensation Discussion and Analysis

34

Compensation Committee Report

58

Risk Assessment

59

Summary Compensation

60

Severance, Change in Control and Employment-Related Agreements

69

Pay Ratio

75

Equity Compensation Plan Information

76

Audit Matters

77

Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm

77

Report of the Audit Committee

79

Other Items

80

Beneficial Ownership of Management and Directors

80

Relationships and Related Party Transactions

82

Incorporation by Reference

82

Stockholder Proposals

82

Voting Instructions

83

Appendix A—Reconciliation of Non-GAAP Financial Measures to GAAP Measures

90

We are furnishing this Proxy Statement to you in connection with a solicitation of proxies by the Board of Directors of Cboe Global Markets, Inc., a Delaware corporation, for use at the Cboe Global Markets, Inc. 2021 Annual Meeting of Stockholders on Thursday, May 13, 2021 at 9:00 a.m., Central time, and at any adjournments or postponements thereof. The approximate date on which this Proxy Statement and the accompanying form of proxy are first being sent to stockholders is April 1, 2021.


Except as otherwise indicated, the terms “the Company,” “Cboe Global Markets,” “we,” “us” and “our” refer to Cboe Global Markets, Inc. When we use the term “Cboe Options” or “C1” we are referring to Cboe Exchange, Inc., a wholly owned subsidiary and predecessor entity of Cboe Global Markets. On February 28, 2017, we closed our acquisition of Bats Global Markets, Inc. (“Bats”). In 2020, we purchased Hanweck Associates, LLC (“Hanweck”) and the assets of FT Providers, LLC (“FT Options”), which are providers of risk analytics market data, the assets of Trade Alert, LLC (“Trade Alert”), a real-time alerts and order flow analysis service provider, European Central Counterparty N.V. (“EuroCCP”), an operator of a European clearinghouse, and TriAct Canada Marketplace LP (“MATCHNow”), an operator of an equities alternative trading system (“ATS”) in Canada. At the end of 2020, we also purchased BIDS Trading, L.P. (“BIDS Trading”), a registered broker-dealer and operator of the BIDS ATS in the U.S., which is not a registered national securities exchange or a facility thereof.


PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement for the Cboe Global Markets, Inc. 2021 Annual Meeting of Stockholders (the “Annual Meeting”). It does not contain all of the information that you should consider in voting your shares of our common stock. Before voting, you should carefully read this entire Proxy Statement, as well as our 2020 Annual Report to Stockholders included in this mailing, which includes a copy of our Annual Report on Form 10-K for the year ended December 31, 2020.

Annual Meeting Information

Meeting Date:

May 13, 2021

Meeting Time:

9:00 a.m. (Central time)

Virtual Meeting Website Address:

www.virtualshareholdermeeting.com/CBOE2021

Record Date:

March 18, 2021

Stockholder Actions and Board of Directors Voting Recommendations

Proposal

     

Board Voting
Recommendation

     

Page
Reference

1 - Elect 14 directors to the Board of Directors

FOR

5

2 - Approve, in a non-binding resolution, the compensation paid to our executive officers

FOR

33

3 - Ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the 2021 fiscal year

FOR

77

Business Highlights

Graphic     Launched mini VIX futures and options on S&P 500 ESG Index

Graphic     Integrating information solutions acquisitions, Hanweck, FT Options, and Trade Alert

Graphic     Acquired MATCHNow, a leading Canadian ATS

Graphic     Acquired EuroCCP, a leading European clearinghouse, and started process to develop pan-European derivatives

Graphic     Acquired BIDS Trading, a leading U.S. ATS

Graphic     Launched Cboe FX Central and Cboe Swiss

Graphic     Launched Cboe Diversity Leadership Council to help drive a results-driven Diversity and Inclusion program

Graphic     For additional information, see “Corporate Governance—Board Structure—Board Oversight of Human Capital” and “Executive Compensation—Compensation Discussion and Analysis”

Graphic

Cboe Global Markets 2021 Proxy Statement

1


Navigating COVID-19 Global Pandemic

Graphic Capitalized on increased engagement among retail investors, such that total options volume and total U.S. equities volume reached new all-time highs in 2020.

Graphic Successfully transitioned open outcry trading to all electronic trading when open outcry trading was temporarily suspended; then reopened the trading floor with a modified layout and stringent safety protocols in place.

Graphic Provided frequent communications to directors, employees, customers, regulators, critical vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers.

Graphic Continued to operate our business and achieved solid results in 2020, while successfully shifting all global employees (except those deemed essential) to work from home on a temporary basis and implementing travel restrictions.

Graphic For additional information, see “Corporate Governance—Board Structure—Board Oversight of COVID-19 Global Pandemic”.

Returns to Stockholders

Cboe Global Markets and its Board of Directors (“Board”) have demonstrated an ongoing commitment to creating long-term stockholder value and produced the following notable returns to stockholders in 2020.

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Total Stockholder Return1

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1As of December 31, 2020. Includes reinvestment of all dividends.

2

Cboe Global Markets 2021 Proxy Statement


Director Nominee Highlights1

The nominees for our Board exhibit an effective mix of qualifications, experiences and diversity. For additional information, see “Corporate Governance—Proposal 1- Election of Directors”.

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1Certain highlights are based on self-identified characteristics.

Cboe Global Markets 2021 Proxy Statement

3


Corporate Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of stockholders by providing for effective oversight and management of the Company. The following are highlights of our corporate governance framework. For additional information, see “Corporate Governance”:

Graphic     13 of the 14 Director Nominees are Independent;

Graphic     Regular Executive Sessions of Board and Committees;

Graphic     Directors are Elected Annually;

Graphic     Lead Independent Director;

Graphic     Majority Voting Standard in Election of Directors;

Graphic     Risk Oversight by Board and Committees, including a Risk Committee;

Graphic     Majority Voting Standard for Bylaw and Charter Amendments;

Graphic     Anti-Hedging, Anti-Pledging, and Clawback Policies for Executive Officers; and

Graphic     Independent Audit, Compensation, and Nominating and Governance Committees;

Graphic     Commitment to Environmental, Social, and Governance Considerations.

Stockholder Engagement Highlights

Cboe Global Markets and our Board are also committed to fostering long-term and institution-wide relationships with stockholders and maintaining their trust and goodwill. Through a variety of engagement activities, our discussions with stockholders cover a variety of topics, including our performance, strategy, corporate governance, and executive compensation. For additional information, see “Corporate Governance—Stockholder Engagement”.

Executive Compensation Highlights

The design of our executive compensation program, including compensation practices and independent oversight, is intended to align management’s interests with those of our stockholders. The following are highlights of our 2020 executive compensation program, which is described in further detail in this Proxy Statement under “Executive Compensation”:

Graphic     Annual cash incentives were based on corporate performance (weighted 70%) and individual performance (weighted 30%);

Graphic     Long-term incentive was comprised of 50% time-based restricted stock units and 50% performance-based restricted stock units;

Graphic     Performance-based compensation with limits on all incentive award payouts;

Graphic     No excessive perquisites;

Graphic     Clawback provisions for cash incentives and equity awards; and

Graphic     Mandatory stock ownership and holding guidelines.

Additional Information

Please see the information under “Other Items” or important information about this Proxy Statement, voting, the Annual Meeting, Cboe Global Markets documents available to stockholders, communications, and the deadlines to submit stockholder proposals for the 2022 Annual Meeting of Stockholders. Additional questions may be directed to Investor Relations at investorrelations@Cboe.com or (312) 786-7136.

4

Cboe Global Markets 2021 Proxy Statement


CORPORATE GOVERNANCE

PROPOSAL 1 - ELECTION OF DIRECTORS

Board Composition

Our Third Amended and Restated Certificate of Incorporation provides that our Board will consist of not less than 11 and not more than 23 directors. Our Board currently has 15 directors. Each director is elected annually to serve until the next Annual Meeting of Stockholders or until his or her successor is elected or appointed and qualified, except in the event of earlier death, resignation or removal. There is no limit on the number of terms a director may serve on our Board.

General

At the Annual Meeting, our stockholders will be asked to elect the 14 director nominees set forth below, each to serve until the 2022 Annual Meeting of Stockholders. All of the director nominees have been recommended for election by our Nominating and Governance Committee and approved and nominated for election by our Board. In addition, with respect to Mr. Tilly, his employment agreement provides that the Company will nominate him as a director for stockholder approval at each annual meeting during his employment with us. All of the director nominees were elected as directors by stockholders at the 2020 Annual Meeting of Stockholders, other than Jennifer J. McPeek, who was appointed in August 2020, and Ivan K. Fong and Alexander J. Matturri, Jr., who were appointed in December 2020, and who are new nominees.

Michael L. Richter is retiring as a director and not standing for reelection as a director at the Annual Meeting.  We thank him for his dedicated service to the Cboe family. The Board intends to reduce the size of the Board to 14 directors following the Annual Meeting.

All of the nominees have indicated their willingness to serve if elected. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, then shares represented by properly executed proxies will be voted at the discretion of the persons named in those proxies for such other person as the Board may designate. We do not presently expect that any of the nominees will be unavailable. Your proxy for the Annual Meeting cannot be voted for more than 14 nominees.

Qualifications and Experience

The Board believes that the skills, qualifications and experiences of the director nominees make them all highly qualified to serve on our Board, both individually and as providing complementary skills on our Board. Based on the self-identified characteristics of our directors, 7 of our director nominees bring an effective mix of diverse perspectives:

Graphic 4 are women, Mses. Froetscher, Goodman, McPeek, and Sommers,

Graphic 2 are African-Americans, Messrs. Farrow and Palmore, and

Graphic 1 is Asian-American, Mr. Fong.

Cboe Global Markets 2021 Proxy Statement

5


In addition, our Board’s composition represents a balanced approach to director tenure and age, 8 of the 14 nominees have tenures equal to or less than 5 years and the ages range from 51 to 71, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors. The following table shows the specific qualifications and experiences the Board and the Nominating and Governance Committee considered for each nominee.

Director Qualifications and Experiences

Tilly

Sunshine

Farrow

Fitzpatrick

Fong

Froetscher

Goodman

Matturri

McPeek

Palmore

Parisi

Ratterman

Sommers

Tomczyk

Company’s Mission

Understand and adhere to the Company's mission

Independence

Satisfy the independence requirements of BZX

Strategy

Experience developing and executing strategy

Management

Experience managing at a senior level

Financial Markets

Experience with our markets and the trading of derivatives and equities

Government Relations

Experience working in or with the government and regulators

Corporate Governance

Knowledge of corporate governance matters, including through service on other public company boards

Risk Management

Experience overseeing risk management

Technology

Experience in technology or cybersecurity

Fresh Perspective

Board tenure is equal to or less than five years

Nominees

Set forth below is biographical information, as of March 18, 2021, for each of the directors nominated to serve on our Board for a one-year term until the 2022 Annual Meeting of Stockholders, as well as the reasons why the Board believes each candidate is well suited to serve as a director. The terms indicated for service include the service on the board of Cboe Options prior to our demutualization and our initial public offering in 2010.

In addition, as indicated below, certain director nominees also serve on certain boards of directors and committees of Cboe Futures Exchange, LLC (“CFE”), Cboe SEF, LLC (“SEF”) and our securities exchanges, which include Cboe Options, Cboe C2 Exchange, Inc. (“C2”), Cboe BZX Exchange, Inc. (“BZX”), Cboe BYX Exchange, Inc., Cboe EDGA Exchange, Inc., and Cboe EDGX Exchange, Inc. (collectively, the “securities exchanges”).

6

Cboe Global Markets 2021 Proxy Statement


Edward T. Tilly

Chairman, President and CEO

Age: 57

Committees:

Graphic   Executive (Chair)

Background

Mr. Tilly is our Chairman, President and Chief Executive Officer (“CEO”). Mr. Tilly has served as Cboe Global Markets’ President since January 2019, Chairman since February 2017 and as CEO and a director since May 2013. Prior to that, he served as our President and Chief Operating Officer from November 2011 to May 2013 and as Executive Vice Chairman from August 2006 until November 2011. He was a member of Cboe Options from 1989 until 2006, and served on its Board from 1998 through 2000, from 2003 through July 2006, and from 2013 to the present, including as Member Vice Chairman from 2004 through July 2006 and as Chairman from February 2017 to the present. Mr. Tilly currently serves on the boards of directors of our securities exchanges, Northwestern Memorial HealthCare, Working in the Schools and as Vice Chairman of the World Federation of Exchanges. He is also a member of the Commercial Club of Chicago and the Economic Club of Chicago and a former member of the board of directors and Chairman of CFE and SEF. He holds a B.A. degree in Economics from Northwestern University.

Qualifications

Mr. Tilly has a deep understanding of the Company and the operations of our exchanges from trading on Cboe Options, representing the interests of market participants and serving in our management. He also brings significant knowledge of the global securities, futures and foreign currency exchange industries. We believe that Mr. Tilly’s experience overseeing our risk management, working with the government and regulators, successfully developing and executing our strategic initiatives, as well as being Chairman, President and CEO of Cboe Global Markets, makes him well suited to serve on our Board.

Cboe Global Markets 2021 Proxy Statement

7


Eugene S. Sunshine

Lead Director

Independent

Age: 71

Committees:

Graphic   Executive
Graphic   Nominating and Governance

Background

Mr. Sunshine currently serves as our independent Lead Director and has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2003 to 2017. Mr. Sunshine retired from his position as Senior Vice President for Business and Finance at Northwestern University in August 2014, a position he had held since 1997. Prior to joining Northwestern, he was Senior Vice President for administration at The John Hopkins University. At both The John Hopkins University and Northwestern University, Mr. Sunshine was CFO. Prior to joining The John Hopkins University, Mr. Sunshine held numerous positions in New York State government, including state treasurer. He is currently a member of the boards of directors of Arch Capital Group Ltd., a publicly traded company, and Kaufman Hall and Associates. He is a former member of the board of directors of Bloomberg L.P., KeyPath Education and National Mentor Holdings. He holds a B.A. degree from Northwestern University and a Masters of Public Administration degree from the Maxwell School of Citizenship and Public Affairs at Syracuse University.

Qualifications

Mr. Sunshine has extensive financial skills from his education and professional experiences. He also has knowledge of the corporate governance issues facing boards from his experience serving on them. He has extensive connections in the Chicago area business community. We believe that these skills make him well suited to serve on our Board and as our Lead Director.

8

Cboe Global Markets 2021 Proxy Statement


William M. Farrow III

Independent

Age: 66

Committees:

Graphic   Audit

Graphic   Executive

Graphic   Risk (Chair)

Background

Mr. Farrow has served on our Board since 2016. Mr. Farrow is the retired President and CEO of Urban Partnership Bank, a position he held from 2010 through 2017. Prior to that, he was the Managing Partner and CEO of FC Partners Group, LLC from 2007 to 2009, the Executive Vice President and Chief Information Officer of The Chicago Board of Trade from 2001 to 2007 and held various senior positions at Bank One Corporation. Mr. Farrow currently serves on the boards of directors of publicly traded companies Echo Global Logistics, Inc. and WEC Energy Group, Inc. and on the boards of directors of CoBank, Inc. and the NorthShore University Health Systems. He is also the owner of Winston and Wolfe LLC, a privately held technology development and advisory company. Mr. Farrow previously served on the boards of directors of the Federal Reserve Bank of Chicago and Urban Partnership Bank. Mr. Farrow holds a B.A. degree from Augustana College and a Masters of Management from Northwestern University’s Kellogg School of Management.

Qualifications

Mr. Farrow brings his experience as the retired President and CEO of a mission based community development financial institution to our Board. He has a strong understanding of information technology systems, including cybersecurity, and the financial services and banking industry. We believe that these experiences give Mr. Farrow an important skill set that makes him well suited to serve on our Board.

Edward J. Fitzpatrick

Independent

Age: 54

Committees:

Graphic   Compensation (Chair)

Graphic   Executive

Graphic   Risk

Background

Mr. Fitzpatrick has served on our Board since 2013. Mr. Fitzpatrick is currently Chief Financial Officer of Genpact Limited, a position he has held since July 2014. Prior to that, Mr. Fitzpatrick worked at Motorola Solutions, Inc. and its predecessors from 1998 through 2014 in various financial positions, including as its CFO from 2009 to 2013. Before joining Motorola, Mr. Fitzpatrick was an auditor at PricewaterhouseCoopers, LLP from 1988 to 1998. Mr. Fitzpatrick holds a B.S. degree in Accounting from Pennsylvania State University and an M.B.A. degree from The Wharton School at the University of Pennsylvania and earned his CPA certification in 1990.

Qualifications

Mr. Fitzpatrick brings his experience as the CFO of a publicly traded company to our Board. He has extensive experience with finance, public company responsibilities and strategic transactions. We believe that these experiences give Mr. Fitzpatrick an important skill set that makes him well suited to serve on our Board.

Cboe Global Markets 2021 Proxy Statement

9


Ivan K. Fong

Independent

Age: 59

Committees:

Graphic   Risk

Background

Mr. Fong has served on our Board since December 2020. Mr. Fong is currently Senior Vice President, General Counsel and Secretary of 3M Company, a position he has held from June 2019. Prior to this position, he served as Senior Vice President, Legal Affairs and General Counsel of 3M Company from 2012 to 2019. Prior to joining 3M Company, Mr. Fong was General Counsel of the United States Department of Homeland Security from 2009 to 2012 and the Chief Legal Officer and Secretary of Cardinal Health, Inc. from 2005 to 2009. Mr. Fong holds an S.B. degree in Chemical Engineering and an S.M. degree in Chemical Engineering Practice from Massachusetts Institute of Technology, a J.D. degree from Stanford University, and a Bachelor of Civil Law from Oxford University.

Qualifications

Mr. Fong brings his experience as the general counsel of public companies, in private practice and as the former general counsel of a government department. He has extensive experience in corporate governance, government relations and the types of legal issues that public companies face, which we believe makes him well suited to serve on our Board.

Janet P. Froetscher

Independent

Age: 61

Committees:

Graphic   Compensation

Graphic   Nominating and Governance

Graphic   Risk

Background

Ms. Froetscher is President of The J.B. and M.K. Pritzker Family Foundation, a position she has held since April 2016, and has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2005 to 2017. Previously, she served as President and CEO of Special Olympics International from October 2013 until October 2015, President and CEO of the National Safety Council from 2008 until October 2013, President and CEO of the United Way of Metropolitan Chicago and in a variety of roles at the Aspen Institute, most recently as Chief Operating Officer. From 1992 to 2000, Ms. Froetscher was the executive director of the Finance Research and Advisory Committee of the Commercial Club of Chicago. She also currently serves on the board of trustees of National Louis University. Ms. Froetscher holds a B.A. degree from the University of Virginia and a Masters of Management from Northwestern University’s Kellogg School of Management. Ms. Froetscher is also a Henry Crown Fellow of the Aspen Institute.

Qualifications

Ms. Froetscher brings her experiences as the President of a family foundation and former CEO of public service entities to our Board. We believe that these experiences give her leadership, operational and community engagement skills that make her well suited to serve on our Board.

10

Cboe Global Markets 2021 Proxy Statement


Jill R. Goodman

Independent

Age: 54

Committees:

Graphic   Executive

Graphic   Finance and Strategy (Chair)

Graphic   Nominating and Governance

Background

Ms. Goodman has served on our Board since 2012. Ms. Goodman is currently Managing Director of Foros, a strategic financial and mergers and acquisitions advisory firm, a position she has held since November 2013. Previously, she served as a Managing Director and Head, Special Committee and Fiduciary Practice—U.S. at Rothschild from 2010 to October 2013. From 1998 to 2010, Ms. Goodman was with Lazard in the Mergers & Acquisitions and Strategic Advisory Group, most recently as Managing Director. Ms. Goodman advises companies and special committees with regard to mergers and acquisitions. Ms. Goodman graduated magna cum laude from Rice University with a B.A. degree. She received her J.D. degree, with honors, from the University of Chicago Law School.

Qualifications

Ms. Goodman brings extensive experience in the boardroom to the Company. Her experiences, both as an investment banker and her corporate and securities legal background, bring a unique insight with which to consider our opportunities. We believe that these experiences give her knowledge and skills that make her well suited to serve on our Board.

Alexander J. Matturri, Jr.

Independent

Age: 62

Committees:

Graphic   Audit

Background

Mr. Matturri has served on our Board since December 2020. Mr. Matturri is the retired Chief Executive Officer of S&P Dow Jones Indices LLC (“S&P”), a position he held from July 2012 to June 2020. Prior to this position, he served as Executive Managing Director and Head of S&P Indices from 2007 to 2012. Prior to joining S&P, Mr. Matturri served as Senior Vice President and Director of Global Equity Index Management at Northern Trust Global Investments from 2003 to 2007. From 2000 to 2003 he was Director and Senior Index Investment Strategist at Deutsche Asset Management. Mr. Matturri holds a B.S. degree in Finance from Lehigh University and a J.D. degree from Syracuse University. Mr. Matturri holds the Chartered Financial Analyst designation.

Qualifications

As the retired CEO of a financial services industry company, Mr. Matturri has extensive knowledge of financial markets, products, and the financial services and banking industry. In particular, he has a close understanding of one of our most important licensing arrangements. We believe that these experiences make him well suited to serve on our Board.

Cboe Global Markets 2021 Proxy Statement

11


Jennifer J. McPeek

Independent

Age: 51

Committees:

Graphic   ATS Oversight
Graphic   Audit

Background

Ms. McPeek has served on our Board since August 2020. Ms. McPeek is an independent advisor to companies on value-based management and incentive design. Previously, she has served as the Chief Financial Officer of Russell Investments from 2018 to 2019. From 2009 to 2017, Ms. McPeek was with Janus Henderson Investors plc and its predecessor company Janus Capital Group Inc., serving as the Chief Financial Officer from 2013 to 2017, and as the Chief Operating and Strategy Officer post-merger in 2017. Prior to that, Ms. McPeek was with ING Investment Management, Americas from 2005 to 2009, where she was a member of the management committee and led the strategy function. Ms. McPeek currently serves on the board of directors of First American Funds, Inc., overseeing six money market funds. She graduated magna cum laude from Duke University with an A.B. degree in Mathematics and Economics and received her M.S. degree in Financial Engineering from the MIT Sloan School of Management. Ms. McPeek holds the Chartered Financial Analyst designation.

Qualifications

As the former CFO of privately held and publicly traded asset management companies, Ms. McPeek has extensive experience with finance, public company responsibilities, strategic transactions and knowledge of our industry. In addition, her service on another company board also gives Ms. McPeek experience with corporate governance and leadership skills. We believe that her experience makes her well suited to serve on our Board.

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Cboe Global Markets 2021 Proxy Statement


Roderick A. Palmore

Independent

Age: 69

Committees:

Graphic   Executive

Graphic   Finance and Strategy

Graphic   Nominating and Governance (Chair)

Background

Mr. Palmore is Senior Counsel at Dentons where he advises public and private corporations and their leadership suites on risk management and governance issues across practices and industry sectors. Mr. Palmore retired from his position as Executive Vice President, General Counsel and Chief Compliance and Risk Management Officer of General Mills, Inc. in February 2015 and has served on the Board of Cboe Global Markets since our initial public offering in 2010 and of Cboe Options from 2000 to 2017. Prior to joining General Mills in February 2008, he served as Executive Vice President and General Counsel of Sara Lee Corporation. Before joining Sara Lee, Mr. Palmore served in the U.S. Attorney’s Office in Chicago and in private practice. Mr. Palmore is currently a member of the board of directors of publicly traded company The Goodyear Tire & Rubber Company and has previously served as a member of the boards of directors of Express Scripts Holding Company, formerly a publicly traded company, Nuveen Investments, Inc. and the United Way of Metropolitan Chicago. Mr. Palmore holds a B.A. degree in Economics from Yale University and a J.D. degree from the University of Chicago Law School.

Qualifications

Through his experience as general counsel of public companies, in private practice and as an Assistant U.S. Attorney, Mr. Palmore has extensive experience in corporate governance and the legal issues facing the Company. In addition, his experience provides him with strong risk management skills. We believe that his experience makes him well suited to serve on our Board.

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James E. Parisi

Independent

Age: 56

Committees:

Graphic   Executive

Graphic   ATS Oversight
Graphic   Audit (Chair)

Graphic   Compensation

Background

Mr. Parisi has served on our Board since 2018. Mr. Parisi most recently served as the Chief Financial Officer of CME Group Inc. from November 2004 to August 2014, prior to which he held positions of increasing responsibility and leadership within CME Group Inc. from 1988, including as Managing Director & Treasurer and Director, Planning & Finance. Mr. Parisi is currently a member of the boards of directors of CFE, SEF, Wilco Holdings, Inc., the parent company of ATI Physical Therapy, Pursuant Health Inc. and Chairman of the Illinois Special Olympics Foundation Board and has previously served as a member of the board of directors of Cotiviti Holdings, Inc., formerly a publicly traded company. Mr. Parisi holds a B.S. degree in Finance from the University of Illinois and an M.B.A. degree from the University of Chicago.

Qualifications

As the retired CFO of a publicly traded company offering a diverse derivatives marketplace and as a member of the boards of directors of CFE and SEF, Mr. Parisi has extensive knowledge of our industry. His service on other company boards also gives Mr. Parisi experience with corporate governance and leadership skills. We believe that his experience makes him well suited to serve on our Board.

Joseph P. Ratterman

Independent

Age: 54

Committees:

Graphic   ATS Oversight (Chair)

Graphic   Finance and Strategy

Background

Mr. Ratterman has served on our Board since 2017 in connection with the closing of the acquisition of Bats. Mr. Ratterman was one of Bats’ founders in 2005, and served as Chairman of Bats from 2015 until our acquisition of Bats. Mr. Ratterman also served as its Chairman from June 2007 until July 2012, as President from June 2007 until November 2014 and as CEO from June 2007 until March 2015. Mr. Ratterman is a member of the SEC’s Equity Market Structure Advisory Committee and a member of the board of directors of Axoni. Mr. Ratterman holds a B.S. degree in Mathematics and Computer Science from Central Missouri State University.

Qualifications

Mr. Ratterman, as the former Chairman and CEO of Bats, brings significant knowledge of Bats, a large component of the Company, and the securities and futures industry. In addition to serving at Bats, he has extensive experience in a similar capacity with another industry participant. We believe that his experience in our industry makes him well suited to serve on our Board. His experience allows him to provide our Board a unique perspective on our business, competition and regulatory concerns.

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Cboe Global Markets 2021 Proxy Statement


Jill E. Sommers

Independent

Age: 52

Committees:

Graphic   Nominating and Governance

Background

Ms. Sommers has served on our Board since 2018. Ms. Sommers is currently a senior advisor to Patomak Global Partners, a financial services consultancy group, a position she has held since 2014. Previously, Ms. Sommers served as a commissioner of the Commodities Futures Trading Commission (“CFTC”) from 2007 to 2013 and as a member of the boards of directors of the securities exchanges of Bats from 2013 through the time of our acquisition of Bats in 2017. Ms. Sommers is currently a member of the boards of directors of our securities exchanges, CFE, SEF and the Ethics and Compliance Initiative and a member of the advisory board of directors of Green Key Technologies. Ms. Sommers holds a B.A. degree in Political Science from the University of Kansas.

Qualifications

Ms. Sommers has a strong understanding of our business and the regulation of the financial and derivatives industries from her experience with the CFTC and as a member of the boards of directors of our securities exchanges, CFE and SEF. These skills, as well as her experience on other boards, make her well suited to serve on our Board.

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Fredric J. Tomczyk

Independent

Age: 65

Committees:

Graphic   Compensation

Graphic   Finance and Strategy

Background

Mr. Tomczyk has served on our Board since July 2019. He is the retired President and Chief Executive Officer of TD Ameritrade Holding Corporation, a position he held from October 2008 to October 2016.  Prior to this position, he held positions of increasing responsibility and leadership with the TD organization from 1999.  Mr. Tomczyk was also a member of the TD Ameritrade board of directors from 2006 to 2007 and 2008 to 2016.  Prior to joining the TD organization in 1999, Mr. Tomczyk was President and Chief Executive Officer of London Life. He currently serves as a director of Genworth Financial Mortgage Insurance Company Canada, the operating subsidiary of Genworth MI Canada Inc., a publicly traded company, and is a member of the Cornell University Athletic Alumni Advisory Council. Mr. Tomczyk also served as a director of Knight Capital Group, Inc. and as a trustee of Liberty Property Trust, both formerly publicly traded companies, and as a director of the Securities Industry and Financial Markets Association. Mr. Tomczyk holds a B.S. degree in Applied Economics & Business Management from Cornell University and is a Fellow of the Institute of Chartered Accountants of Ontario. 

Qualifications

As the retired President and CEO of a public financial services industry company, Mr. Tomczyk has extensive knowledge of the financial markets, technology and the financial services and banking industry. His service on TD Ameritrade’s and other company boards also gives Mr. Tomczyk experience with corporate governance and leadership skills. We believe that these experiences make him well suited to serve on our Board.

Each director nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election in order to be elected. Each nominee has tendered his or her resignation, contingent on failing to receive a majority of the votes cast in this election and acceptance by the Board. In the event any director fails to receive a majority of votes cast, the Nominating and Governance Committee will consider and make a recommendation to the Board as to whether to accept the resignation. Abstentions and broker non-votes will not be counted as votes cast and therefore will not affect the vote.

The Board recommends that the stockholders vote FOR each of the director nominees.

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Cboe Global Markets 2021 Proxy Statement


Board Structure

Independence

Our Bylaws require that, at all times, no less than two-thirds of our directors will be independent. The Nominating and Governance Committee has affirmatively determined that all of our current directors, except Mr. Tilly, are independent under BZX listing standards for independence. In addition, Frank E. English, Jr. and Carole E. Stone, who did not stand for reelection as directors in 2020, were determined to be independent through May 12, 2020.

All of the directors on each of the Audit, Compensation, and Nominating and Governance Committees are independent. Each of these Committees (as defined below) reports to the Board as they deem appropriate, and as the Board may request.

Lead Director

The Board has an independent Lead Director, Mr. Sunshine. Our Corporate Governance Guidelines require that an independent director serve as our Lead Director. The Lead Director is elected by the Board, upon the recommendation of the Nominating and Governance Committee. The Charter of the Lead Director, Appendix A to our Corporate Governance Guidelines, provides that the Lead Director’s responsibilities include, among other items:

Graphic     Chair all meetings of the non-employee and independent directors of the Board, including the executive sessions;

Graphic     Approve agendas for Board meetings and consult with the Chairman on other matters pertinent to us and the Board;

Graphic     Serve as a liaison between the Chairman and the independent Directors;

Graphic     Approve meeting schedules to assure that there is sufficient time for discussion of all agenda items;

Graphic     Advise and consult with the Chairman and CEO on the general scope and type of information to be provided in advance of Board meetings;

Graphic     In collaboration with the Chairman and CEO, consult with the appropriate members of senior management about what information pertaining to our finances, operations, strategic alternatives, and compliance is to be sent to the Board; and

Graphic     To perform other duties as the Board may determine.

Chairman and CEO Roles

Since 2017, in connection with the closing of the acquisition of Bats, we combined the roles of Chairman and CEO, with Mr. Tilly serving as the Chairman and CEO. Mr. Tilly was also appointed President effective January 14, 2019. The Board carefully considers its Board leadership structure and the benefits of continuity in leadership roles and continues to believe that the combined roles of Chairman and CEO at this time enhances the Company’s strategic alignment and supports Cboe Global Markets’ ability to deliver stockholder value.

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The Board periodically reviews the leadership structure and may make changes in the future based upon what the Board believes to be in the best interests of the Company and stockholders at the time. At certain points in our history, the Chairman and CEO roles have been held by the same person, and at other times, the roles have been held by different individuals. Under our Bylaws, the Chairman may, but need not be, our CEO, and the Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way that is in the best interests of the Company and stockholders at a given point in time based upon then-prevailing circumstances. The Board believes that the decision as to who should serve in those roles, and whether the offices should be combined or separate, should be assessed periodically by the Board, and that the Board should not be constrained by a rigid policy mandate when making these determinations.

In addition, our Board has implemented the following elements in order to ensure independent oversight for us and for our Board:

Graphic     requiring the Board to consist of at least two-thirds independent directors who meet regularly without management and solely with non-employee and independent directors,

Graphic     establishing independent Audit, Compensation, and Nominating and Governance Committees, and

Graphic     appointing an independent Lead Director.

Board Oversight of Human Capital

The Board recognizes that our business depends on associate productivity, development, and engagement. In particular, the Board and Compensation Committee each receives updates and reports on diversity and inclusion and associate engagement from management, including from the Company’s Chief Human Resources Officer. More specifically, the Compensation Committee has been delegated the responsibility to oversee the policies and strategies relating to talent, leadership, and culture, including diversity and inclusion. The Compensation Committee receives presentations throughout the year on human resources matters, including succession planning, diversity and inclusion initiatives, and associate engagement surveys. Further, summaries of the proceedings from prior Compensation Committee meetings are provided to the Board on a routine basis, including on a quarterly basis.

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Cboe Global Markets 2021 Proxy Statement


Board Oversight of Risk

The Board is responsible for overseeing our risk management processes. The Board is responsible for overseeing our general risk management strategy, the risk mitigation strategies employed by management, including adequacy of resources, and the significant risks facing us, including competition, reputation and technology risks. The Board stays apprised of particular risk management matters in accordance with its general oversight responsibilities. The Board has delegated to the Committees oversight over the following specific areas and all Committees report to the full Board on a routine basis, including on a quarterly basis, and when a matter rises to the level of a material or enterprise level risk. For more information about Committee responsibilities, see “Committees of the Board” below.

Committee

Primary Areas of Risk Oversight

ATS Oversight

Graphic   Business and operation of BIDS Trading’s U.S. equities businesses

Graphic   Adequacy and effectiveness of separation protocols between Cboe Global Markets and BIDS Trading’s U.S. equities businesses

Audit

Graphic   Adequacy and effectiveness of internal controls and procedures

Graphic   Financial reporting and taxation

Compensation

Graphic   Compensation policies and procedures

Finance and Strategy

Graphic   Credit and capital structure

Graphic   Strategic challenges with business partners

Nominating and Governance

Graphic   Corporate governance practices

Risk

Graphic   Enterprise risk management

Graphic   Information security

Graphic   Operational risks relating to internal processes, people or systems, including information technology

Graphic   Compliance, environmental, legal and regulatory risks

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In addition to our Board, our management is responsible for daily risk management. To help achieve this goal, we have adopted an enterprise risk management framework that is supported by a three lines of defense approach, which involve the Business, Risk Department, Enterprise Risk Management Committee, Compliance Department, Internal Audit Department, and the Board and Committees. We believe the following division of risk management responsibilities is an effective approach for addressing the enterprise risks that we face.

Line of Defense

Description

First

Graphic   Our Business managers and associates, which are responsible for the performance, supervision and/or monitoring of our policies and control procedures

Second

Graphic   Compliance, Risk, and Information Security Departments, which provide independent oversight of the first line, by assessing risk, advising management on policies, procedures, and controls, monitoring and reporting on any identified deficiencies or control enhancements

Graphic   Enterprise Risk Management Committee, composed of representatives of each of our departments, which meets periodically to review an established matrix of identified risks to evaluate the level of potential risks facing us and to identify any new risks

Graphic   Enterprise Risk Management Committee, along with our Chief Risk Officer, provide information and recommendations to the Risk Committee as necessary

Third

Graphic   Internal Audit Department, which provides additional independent assurance that significant processes and related controls are designed and operating effectively

Board Oversight of Information Security

The Board recognizes that our business depends on the confidentiality, integrity, availability, performance, security, and reliability of our data and technology systems and devotes time and attention to the oversight of cybersecurity and information security risk. In particular, the Board and Risk Committee each receives updates and reports on information security from senior management, including from the Company’s Chief Compliance Officer, Chief Risk Officer, and Chief Information Security Officer. More specifically, the Risk Committee receives presentations from senior management throughout the year, including on a quarterly basis, on cybersecurity, including architecture and resiliency, incident management, business continuity and disaster recovery, significant information technology changes, data privacy, physical security, and information related to third-party assessments conducted by leading information security providers of the Company’s information security program. The Risk Committee also receives quarterly reports regarding the overall status of the Company’s information security strategy and program, including adequacy of staffing and resources, and reviews and approves any changes to the related information security charter. Further, summaries of the proceedings from prior Risk Committee meetings are provided to the Board on a routine basis, including on a quarterly basis.

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Cboe Global Markets 2021 Proxy Statement


Board Oversight of COVID-19 Global Pandemic

The Board also oversaw risk in the wake of the COVID-19 global pandemic. Starting in early 2020, the Board held additional informational and special meetings to monitor developments around COVID-19 and to facilitate frequent communications with management. These Board meetings focused on updates regarding impacts to business continuity, associates, customers, regulators, trading behaviors and volumes, open outcry trading, market disruptions, demand for our products, market data, critical vendors, technology equipment suppliers, and data and disaster recovery centers. In addition, the Committees also monitored developments around COVID-19, in particular, the Audit Committee focused on adequacy and effectiveness of internal controls and procedures, the Compensation Committee focused on compensation matters and associate well-being and engagement, the Finance and Strategy Committee focused on liquidity and capital structure, and the Risk Committee focused on potential information security risks.

Board and Committee Meeting Attendance

There were 12 meetings of the Board during 2020. Other than Mr. English due to health complications, each director attended at least 75% of the aggregate number of meetings of the Board and meetings of Committees of which the director was a member during 2020.

Independent Directors Meetings

Periodically, the independent directors meet separately in executive session without management. The Lead Director presides over these meetings. The independent directors met in executive session 6 times during 2020.

Annual Meeting Attendance

We encourage members of the Board to attend our annual meeting of stockholders. All of our current directors, who were then-serving on the Board, attended the 2020 Annual Meeting of Stockholders. Meetings of the Board and its Committees are being held in conjunction with the Annual Meeting. We expect all director nominees will attend the Annual Meeting.

Committees of the Board

Overview

Our Board has the following standing committees (each, a “Committee” and collectively, the “Committees”):

Graphic     the ATS Oversight Committee,

Graphic     the Audit Committee,

Graphic     the Compensation Committee,

Graphic     the Executive Committee,

Graphic     the Finance and Strategy Committee,

Graphic     the Nominating and Governance Committee, and

Graphic     the Risk Committee.

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Other than the members of the Executive Committee required to be on such Committee pursuant to our Bylaws, each of the members of the Committees was recommended by the Nominating and Governance Committee for approval by the Board for service on that Committee. Each of the Committees has a charter and the Audit Committee, Compensation Committee, and Nominating and Governance Committee charters are available on the Corporate Governance page of our Investor Relations section of our website at: http://ir.Cboe.com.

The following table is a listing of the composition of our standing Committees during 2020 and as of March 18, 2021, including the number of meetings of each Committee during 2020. The ATS Oversight Committee was formed on November 20, 2020.

Director

ATS Oversight

Audit

Compensation

Executive

Finance and Strategy

Nominating and Governance

Risk

Number of meetings

2

10

7

6

9

5

Edward T. Tilly (1)

Graphic

Eugene S. Sunshine (1)

Graphic

Graphic(2)

Frank E. English, Jr. (3)

Graphic(4)

Graphic(4)

Graphic(4)

William M. Farrow, III

Graphic

Graphic

Graphic

Edward J. Fitzpatrick

Graphic

Graphic

Graphic

Ivan K. Fong

Graphic(5)

Janet P. Froetscher

Graphic

Graphic

Graphic

Jill R. Goodman

Graphic

Graphic

Graphic

Alexander J. Matturri, Jr.

Graphic(5)

Jennifer J. McPeek

Graphic(6)

Graphic(7)

Roderick A. Palmore

Graphic

Graphic

Graphic

James E. Parisi

Graphic(6)

Graphic(8)

Graphic

Graphic(2)

Joseph P. Ratterman

Graphic(6)

Graphic

Michael L. Richter

Graphic

Graphic

Jill E. Sommers

Graphic(4)

Graphic(2)

Carole E. Stone (3)

Graphic(4,8)

Graphic(4)

Graphic(4)

Graphic(4)

Fredric J. Tomczyk

Graphic(2)

Graphic


Graphic= Chair Graphic= Member

(1)The Chairman, Mr. Tilly, and the Lead Director, Mr. Sunshine, are both members of the Executive Committee. Mr. Tilly is an invited guest to the meetings of each of the other standing Committees, other than the ATS Oversight Committee. Mr. Sunshine is an invited guest to the meetings of each of the other standing Committees.
(2)Joined the Committee on May 12, 2020.
(3)Mr. English and Ms. Stone stepped down as members of the Board and Committees in connection with the 2020 Annual Meeting of Stockholder on May 12, 2020.

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Cboe Global Markets 2021 Proxy Statement


(4)Stepped down as a member of the Committee on May 12, 2020.
(5)Joined the Committee on December 17, 2020.
(6)Joined the Committee upon its formation on November 20, 2020.
(7)Joined the Committee on August 14, 2020.
(8)Effective May 12, 2020, Mr. Parisi became Chair of the Audit Committee and Ms. Stone stepped down as Chair and a member of the Audit Committee.

Audit Committee

The Audit Committee consists of 5 directors, all of whom are independent under BZX listing rules, as well as under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee consists exclusively of directors who are financially literate. In addition, Mr. Parisi has been designated as our audit committee financial expert and meets the SEC definition of that position.

The Audit Committee’s responsibilities include:

Graphic     engaging our independent auditor and overseeing its compensation, work, and performance,

Graphic     reviewing and discussing the annual and quarterly financial statements and related press releases with management and the independent auditor, and

Graphic     reviewing transactions with related persons for potential conflict of interest situations.

The Audit Committee also meets with our independent auditor in executive session without management present and our independent auditor may communicate directly, as needed, with members of the Audit Committee and the Board at large.

Compensation Committee

The Compensation Committee consists of 4 directors, all of whom are independent under BZX listing rules. The Compensation Committee has primary responsibility to approve or make recommendations to the Board for:

Graphic     all elements and amounts of compensation for the executive officers, including any performance goals,

Graphic     reviewing succession plans relating to the CEO and our other executive officers,

Graphic     the adoption, amendment and termination of cash and equity-based incentive compensation plans,

Graphic     approving any employment agreements, severance agreements, or change in control agreements with executive officers,

Graphic     oversee the policies and strategies relating to talent, leadership, and culture, including diversity and inclusion, and

Graphic     the level and form of non-employee director compensation and benefits.

Nominating and Governance Committee

Overview

The Nominating and Governance Committee consists of 5 directors, all of whom are independent under BZX listing rules. The Nominating and Governance Committee’s responsibilities include making recommendations to the Board on:

Graphic     persons for election as director,

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Graphic     a director to serve as Chairman of the Board and an independent director to serve as Lead Director,

Graphic     any stockholder proposals and nominations for director,

Graphic     the appropriate structure, operations and composition of the Board and its Committees,

Graphic     the Board and Committee annual self-evaluation process, and

Graphic     the contents of the Corporate Governance Guidelines, Code of Business Conduct and Ethics, and other corporate governance policies and programs.

The Nominating and Governance Committee is also responsible for overseeing environmental, social, and governance (“ESG”). For additional information, see “Corporate Governance—Corporate Social Responsibility”.

Criteria for Directors

We believe that each of the individuals serving on our Board has the necessary skills, qualifications and experiences to address the challenges and opportunities we face. The Nominating and Governance Committee is responsible for considering and recommending to the Board nominees for election as director, including considering each incumbent director’s continued service on the Board. The Committee annually reviews the skills and characteristics required of all directors in the context of the current composition of the Board, our operating requirements, targeted skills and experiences, and the long-term interests of our stockholders. In evaluating incumbent and new potential director candidates, the Committee takes into consideration many factors, including the individual’s educational and professional background, whether the individual has any special experience in a relevant area, personal accomplishments, and cultural experiences. In addition, the Committee may consider such other factors it deems appropriate when conducting its assessment of director candidates.

Diversity

While we do not currently have a formal diversity policy, our Corporate Governance Guidelines provide that the Nominating and Governance Committee will seek to recommend to the Board candidates for director with a diverse range of experiences, qualifications, and skills in order to provide varied insights and competent guidance regarding our operations, with a goal of having a Board that reflects diverse backgrounds, experience, and viewpoints. We believe that we benefit from having directors with a diversity of skills, characteristics, backgrounds, and cultural experiences.

Identifying and Evaluating New Directors

The Nominating and Governance Committee utilizes a variety of methods to identify, recruit, and evaluate potential new director candidates. The Committee considers various potential candidates for director, considering the criteria discussed above and qualifications of the individual candidate. Board nominees can be identified by current directors, management, third-party professional search firms, stockholders, or other persons. Prior to a potential new director’s nomination, the director candidate is planned to meet separately with the Chairman of the Board, the Chair of the Nominating and Governance Committee, and the independent Lead Director, who will each consider the potential director’s candidacy. New director candidates may also meet separately with other members of the Board. In addition, a background check is completed before a final recommendation is made to the Board. After a review and evaluation of a potential new director based on the criteria discussed above, the Nominating and Governance Committee will decide whether to recommend to the Board the candidate’s appointment as a director or nominee for election as a director, and the Board will decide whether to approve the candidate’s appointment as a director or a nominee.

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Cboe Global Markets 2021 Proxy Statement


Onboarding New Directors

New directors participate in a robust all-day orientation program to familiarize themselves with the company and management. Our orientation program for new directors includes a discussion of a broad range of topics, including the background of the company, the Board and its governance model, subsidiary governance, regulatory oversight, strategy and business operations, financial statements and capital structure, the management team, key industry and competitive factors, the legal and ethical responsibilities of the Board, and other matters crucial to the ability of a new director to fulfill his or her responsibilities.

Retirement

Our Corporate Governance Guidelines provide that once an individual serving on our Board reaches age 71, the Board shall begin to discuss the retirement plan with respect to such director. The Board expects that no director shall be elected or reelected as a director once he or she reaches age 73. Any director who turns 73 while serving as a director may continue to serve for the remainder of their current term.

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Annual Board and Committee Self-Evaluations

The Board believes that a robust annual evaluation process is a critical part of its governance practices. The Nominating and Governance Committee is responsible for establishing and overseeing the Board’s and Committees’ annual self-evaluations to determine whether the Board and the Committees are functioning effectively and to identify potential areas of improvement. The annual self-evaluation process includes the following:

Stage in Process

Board of Directors

Committees

Determine Discussion Topics

Graphic     Nominating and Governance Committee determines specific topics and subject areas to discuss with each director, such as roles, responsibilities, structure, skills, experience, background, composition, and effectiveness

Graphic     Nominating and Governance Committee determines and distributes to each Committee a list of specific topics and subject areas to facilitate discussion about each Committee’s roles and responsibilities, structure, charter, policies, composition, and effectiveness

Discussions

Graphic     Chair of Nominating and Governance Committee and Lead Director interview each director in one-on-ones to discuss Board’s performance

Graphic     Chair of each Committee facilitates discussion of Committee’s performance in executive session and in one-on-ones

Feedback

Graphic     Chair of Nominating and Governance Committee and Lead Director report results of discussions and recommendations to Nominating and Governance Committee for its consideration

Graphic     Chair of each Committee reports results of Committee self-evaluation and recommendations to Nominating and Governance Committee for its consideration

Reviews

Graphic     Nominating and Governance Committee reviews results from Board and Committee self-evaluations and provides summary of assessments and recommendations to full Board

Graphic     Board discusses results and, if necessary, provides additional recommendations

Feedback Incorporated

Graphic     Changes and enhancements, if any, are implemented to governance policies and practices

In addition to the annual evaluation process, the Board and Committees meet in regular executive sessions, which provides the directors with opportunities to reflect and provide feedback on an ongoing basis to determine whether the Board and the Committees are functioning effectively and to identify potential areas of improvement.

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Cboe Global Markets 2021 Proxy Statement


Stockholder Nominations

The Nominating and Governance Committee will consider stockholder recommendations for candidates for our Board and will consider those candidates using the same criteria applied to candidates suggested by management. Stockholders may recommend candidates for our Board by contacting the Corporate Secretary of Cboe Global Markets, Inc. at 400 South LaSalle Street, Chicago, Illinois 60605.

In addition, stockholders may formally nominate candidates for our Board to be considered at an annual meeting of stockholders through the process described below under the heading “Other Items—Stockholder Proposals”.

ATS Oversight Committee

The ATS Oversight Committee, formed on November 20, 2020, is responsible for, among other things, overseeing the business and operations of BIDS Trading’s U.S. equities businesses, overseeing the adequacy and effectiveness of the information and other barriers established to maintain the separation of BIDS Trading’s U.S. equities businesses from Cboe Global Markets’ registered national exchange businesses, and helping to ensure that specified functions of those BIDS Trading’s U.S. equities businesses are independent of and not integrated with or otherwise linked to Cboe Global Markets’ registered national exchange businesses.

Executive Committee

The Executive Committee has the authority to exercise the powers and authority of the Board when the convening of the Board is not practicable, except as limited by its charter, the Company’s Bylaws and applicable law.

Finance and Strategy Committee

The Finance and Strategy Committee’s responsibilities include approving or making recommendations to the Board regarding the budget, capital allocation, strategic plans, and acquisition or investment opportunities.

Risk Committee

The Risk Committee is generally responsible for, among other things, overseeing the risk assessment and risk management of the Company, including risk related to cybersecurity, information technology, and the Company’s compliance with laws, regulations, and its policies.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is a current or former officer or employee of ours. In addition, there are no compensation committee interlocks with other entities with respect to any member of the Compensation Committee.

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Stockholder Engagement

Cboe Global Markets and its Board are committed to fostering long-term and institution-wide relationships with stockholders and maintaining their trust and goodwill. As a result, each year we interact with stockholders through a variety of engagement activities. These engagements routinely cover strategy and performance, corporate governance, executive compensation, and other current and emerging issues to help ensure that our Board and management understand and address the issues that are important to our stockholders.

Our key stockholder engagement activities in 2020 included attending virtual investor and industry conferences, participating in informational fireside chats, conducting telephonic investor road shows, and hosting telephonic meetings. Some of these conferences also featured webcasts and replays of the presentations so that our stockholders could listen remotely. In 2020, we engaged with holders of approximately 35 percent of our common stock outstanding.

In 2020 and early 2021, we also conducted an outreach specifically focused on corporate governance, executive compensation, and proxy season trends and issues, targeting our top stockholders that represented approximately 45 percent of our common stock outstanding and engaged with holders of approximately 20 percent of our common stock outstanding. Through these discussions we gained valuable feedback, and this feedback was shared with the Board and its relevant Committees. We also took steps to address any areas of improvement, including incorporating some of the disclosure suggestions into this Proxy Statement.

In addition, our quarterly earnings calls are open to the general public and feature a live webcast.

Communications with Directors

As provided in our Corporate Governance Guidelines, stockholders and other interested parties may communicate directly with our independent directors or the entire Board. Our policy and procedures regarding these communications are located in the Investor Relations section of our website at http://ir.Cboe.com.

CORPORATE SOCIAL RESPONSIBILITY

The Board recognizes that operating in a socially responsible manner helps promote the long-term interests of our stockholders, organization, associates, industry, and community. Our guiding principles help us deliver on our corporate mission and strategy, including good citizenship.

Graphic

We believe that being a good citizen means that we hold ourselves accountable for the integrity of the markets and to the communities we serve, seek to help resolve conflicts and build consensus, inform those impacted before taking action, lead by example, and serve as part of the solution. We also seek to be good citizens to the communities we serve by being committed to being environmentally conscious. Additionally, being good citizens also means that we strive to support our associates and better serve our industry and community through our human capital development, volunteerism and policies.

28

Cboe Global Markets 2021 Proxy Statement


Additional information on our approach to ESG can be found in the Cboe Global Markets, Inc. ESG Report located in the Corporate Social Responsibility section of our website at https://markets.cboe.com/about/corporate-social-responsibility, which does not form a part of this Proxy Statement. Further, our 2020 Annual Report to Stockholders included in this mailing, which includes a copy of our Annual Report on Form 10-K for the year ended December 31, 2020, also contains relevant additional information under “Part I—Item 1. Business—Human Capital Management”. See also herein “Corporate Governance—Board Structure—Board Oversight of Human Capital”.

Cboe Global Markets 2021 Proxy Statement

29


director compensation

Compensation Philosophy and Summary

Our director compensation program provides director fees that are generally designed to be paid at competitive levels that are near the median of director fees of our peer group, which is discussed in further detail below in the “Executive Compensation—Compensation Discussion and Analysis” section. This allows us to attract and retain individuals with the skills, qualifications, and experiences required to sit on our Board.

Annually, the Compensation Committee reviews a competitive market data analysis for non-employee director compensation produced by Meridian Compensation Partners, LLC (“Meridian”), our independent compensation consultant, and recommends changes to our director compensation program, if any, to the Board for approval.

For 2020, our director compensation program consisted of a mix of: cash and stock retainers, committee meeting attendance fees, committee chair retainers, and an additional Lead Director retainer.

2020 Elements of Director Compensation Program

The compensation of our non-employee directors is based upon a compensation year beginning and ending in May at the time of our Annual Meeting of Stockholders. The following table reflects the amount paid with respect to each component of our director compensation program for the Board term ending with the 2020 Annual Meeting of Stockholders and for the Board term ending with the Annual Meeting in 2021:

Annual Fees

May 2019 —
May 2020

  

May 2020 —
May 2021

Cash retainer

$

90,000

$

90,000

Stock retainer, value based on closing price on date of grant

$

130,000

$

145,000

Committee chair cash retainer

ATS Oversight

$

$

20,000

Audit

$

25,000

$

25,000

Compensation

$

15,000

$

15,000

Finance and Strategy

$

15,000

$

15,000

Nominating and Governance

$

15,000

$

15,000

Risk

$

20,000

$

20,000

Lead Director cash retainer, in addition to above cash and stock retainers

$

50,000

$

50,000

Meeting Fees

Committee meeting attendance fee per meeting attended

$

1,500

$

1,500

Lead Director meeting attendance fee per Committee meeting attended for the Company and for each subsidiary board of directors or committee meeting attended

$

1,500

$

1,500

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Cboe Global Markets 2021 Proxy Statement


In early 2020, the Board increased the stock retainer to more closely align with our peer group compensation median. The Board adjusted the stock retainer, and not the cash retainer, to better align with our peer group’s pay mix and to further align our directors’ interests with our stockholders. The ATS Oversight Committee chair received a pro rata cash retainer in 2020.

2020 Director Compensation

The compensation of our non-employee directors for the year ended December 31, 2020 for their service is shown in the following table.

    

Fees Earned or

    

Stock

All other

Name

Paid in Cash

Awards(1)

Compensation(2)

Total

Eugene S. Sunshine (3)

$

255,500

$

145,088

$

11,900

$

412,488

Frank E. English, Jr. (4)

$

55,500

$

$

$

55,000

William M. Farrow, III

$

132,500

$

145,088

$

$

277,588

Edward J. Fitzpatrick

$

123,000

$

145,088

$

$

268,088

Ivan K. Fong (5)

$

13,500

$

58,022

$

$

71,522

Janet P. Froetscher

$

121,500

$

145,088

$

5,500

$

272,088

Jill R. Goodman

$

127,500

$

145,088

$

$

272,588

Alexander J. Matturri, Jr. (5)

$

13,500

$

58,022

$

$

71,522

Jennifer J. McPeek (5)

$

50,569

$

108,119

$

$

158,688

Roderick A. Palmore

$

127,500

$

145,088

$

$

272,588

James E. Parisi (6)

$

197,250

$

145,088

$

10,000

$

352,338

Joseph P. Ratterman

$

102,000

$

145,088

$

$

251,568

Michael L. Richter

$

112,500

$

145,088

$

10,330

$

267,918

Jill E. Sommers (7)

$

261,000

$

145,088

$

$

406,088

Carole E. Stone (4)

$

74,000

$

$

$

74,000

Fredric J. Tomczyk

$

105,000

$

145,088

$

$

250,088


(1)The non-employee directors then-serving on the Board received an equity grant of restricted stock on May 12, 2020, other than Ms. McPeek who received an equity grant of restricted stock on August 14, 2020 and Messrs. Fong and Matturri who each received an equity grant of restricted stock on December 17, 2020. The equity grants vest on the earlier of the one year anniversary of the grant date or the completion of their final year of director service. Each of the listed directors who received an equity grant holds 1,482 shares, other than Ms. McPeek who holds 1,225 shares and Messrs. Fong and Matturri who each holds 648 shares, of unvested restricted stock as of December 31, 2020.
(2)Amounts shown in the All Other Compensation column represent matching gifts made to qualified non-profit organizations on behalf of non-employee directors and do not represent total charitable contributions made by them during the year. Amounts represent those provided through our Matching Gift Program that is available to full-time employees with typically at least one year of service and non-employee directors. During 2020, we matched eligible gifts from a minimum of $50 to an aggregate maximum gift of $10,000 per employee or non-employee director, per calendar year. In addition, in 2020, we matched at a rate of 1.5x eligible gifts from a minimum of $50 to $1,000 per employee or non-employee director, per calendar year to organizations that (i) support social justice and/or improve the lives of those in Black communities or (ii) provide services to COVID-19 global pandemic relief efforts.
(3)The amount shown in the Fees Earned or Paid in Cash column for Mr. Sunshine also includes fees of $28,500 for attending subsidiary board of directors or Committee meetings.

Cboe Global Markets 2021 Proxy Statement

31


(4)Mr. English and Ms. Stone left the Board and Committees in connection with the 2020 Annual Meeting of Stockholders on May 12, 2020. The amounts shown in the Fees Earned or Paid in Cash column reflect the remaining cash retainers and Committee meeting fees while on the Board.
(5)Ms. McPeek and Messrs. Fong and Matturri who joined the Board on August 14, 2020 and December 17, 2020, respectively, also received the same compensation and equity as described above for all other directors, but on a pro-rata basis for the portion of time served in 2020.
(6)The amount shown in the Fees Earned or Paid in Cash column for Mr. Parisi also includes fees of $60,000 for his service as a member of the boards of directors of CFE and SEF.
(7)The amount shown in the Fees Earned or Paid in Cash column for Ms. Sommers also includes fees of $160,500 for her service as a member of the boards of directors of our securities exchanges, CFE, and SEF.

Director Stock Ownership and Holding Guidelines

The Compensation Committee has adopted stock ownership and holding guidelines, which provide that each non-employee director should own stock equal to five times the cash annual retainer for directors within five years of joining the Board or within four years of May 2019 for directors then-serving when the guidelines were updated in May 2019. For purposes of this ownership and holding requirement, (a) shares owned outright or in trust and (b) restricted stock, including shares that have been granted but are unvested, are included. In addition, each non-employee director is required to hold all of their shares until the guidelines are met, except for sales of shares to pay taxes with respect to the vesting or exercising of equity grants. Other than Mr. Parisi, Ms. Sommers, Ms. McPeek, and Messrs. Fong and Matturri, who were first elected to our Board in 2018, 2019 and, with respect to the last three, 2020, respectively, each of the non-employee incumbent directors has met the ownership requirement as of December 31, 2020.

Director Hedging and Pledging Policies

Under our Insider Trading Policy, our directors are prohibited from entering into transactions involving options to purchase or sell our common stock or other derivatives related to our common stock. Our Insider Trading Policy also prohibits directors from entering into any pledges or margin loans on shares of our common stock. None of the directors have existing hedges, pledges or margin loans on shares of our common stock.

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Cboe Global Markets 2021 Proxy Statement


executive Compensation

PROPOSAL 2 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, the Board is providing our stockholders with an advisory vote to approve executive compensation. This advisory vote, commonly known as a “say-on-pay” vote, is a non-binding vote to approve the compensation paid to our named executive officers as disclosed in this proxy statement in accordance with SEC rules. The Board has adopted a policy of providing for annual “say-on-pay” votes in accordance with the results of our last stockholder advisory vote.

As discussed in the “Compensation Discussion and Analysis” section, our executive compensation program is designed to meet the following objectives:

Graphic     attract and retain talented and dedicated executives,

Graphic     motivate our executives to achieve corporate goals that create value for our stockholders, and

Graphic     align the compensation of our executive officers with stockholder returns.

The Compensation Committee has implemented the following best practices applicable to our executive officers in order to achieve these objectives:

Graphic     a high proportion of total compensation is in the form of performance-based compensation with limits on all incentive award payouts,

Graphic     incentive awards include financial measures and a relative stock price performance goal,

Graphic stock ownership and holding guidelines,

Graphic     double trigger change in control provisions in equity awards and for severance benefits in employment agreements and the Executive Severance Plan,

Graphic     prohibition on hedging,

Graphic     prohibition on pledging,

Graphic     elimination of tax gross-up payments in the event of a change in control, and

Graphic     clawbacks of incentive compensation.

We believe that the compensation paid to the named executive officers is appropriate to align their interests with those of our stockholders to generate stockholder returns. Accordingly, the Board recommends that our stockholders vote in favor of the say-on-pay vote as set forth in the following non-binding resolution:

RESOLVED, that our stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this Proxy Statement, including under the heading “Compensation Discussion and Analysis,” the accompanying compensation tables and the corresponding narrative discussion.

As this is an advisory vote, the outcome of the vote is not binding on us with respect to executive compensation decisions, including those relating to our named executive officers. Our Compensation Committee and Board value the opinions of our stockholders. The Compensation Committee and Board will consider the results of the say-on-pay vote and evaluate whether any actions should be taken in the future.

Cboe Global Markets 2021 Proxy Statement

33


Non-binding approval of our executive compensation program requires that a majority of the shares cast on this matter be cast in favor of the proposal. Abstentions and broker non-votes will not be counted as votes cast and therefore will not affect the vote.

The Board recommends that the stockholders vote FOR approval, in a non-binding resolution, of the compensation paid to our executive officers.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis section is intended to provide our stockholders with an understanding of our compensation practices and philosophy, material elements of our executive compensation program, and the decisions made in 2020 with respect to the total compensation awarded to, earned by, or paid to each of the following 2020 “named executive officers” or “NEOs”:

Name

Title*

Edward T. Tilly

Chairman, President and Chief Executive Officer

Christopher A. Isaacson

Executive Vice President and Chief Operating Officer

Brian N. Schell

Executive Vice President, Chief Financial Officer and Treasurer

David Howson

Executive Vice President, President Europe

Bryan Harkins

Executive Vice President, Head of Markets Division


*

Titles are as of December 31, 2020.

34

Cboe Global Markets 2021 Proxy Statement


This Compensation Discussion and Analysis section is organized as follows:

Executive Summary

36

Principal Components of 2020 Executive Compensation

36

Performance Affecting Fiscal 2020 Annual Incentive Pay Outcomes

36

Performance Affecting 2018-2020 PSU Pay Outcomes

36

Compensation Governance Practices

37

2020 Business Highlights

37

Executive Compensation Program Practices

38

Compensation Philosophy and Summary

38

Company’s Response to Stockholder Vote on Say on Pay

40

Compensation Refinements

40

2020 Target Annual Pay Opportunities

41

Executive Compensation Program Governance Cycle

41

Independent Compensation Consultant

42

Tally Sheets

43

Peer Group and Comparative Data

43

2020 Elements of Executive Compensation Program

44

Base Salary

44

Annual Incentive

44

Overview

44

Corporate Performance

46

Individual Performance

49

Actual Performance and Payouts

53

Long-Term Incentive Plan

53

Overview

53

2020 Grants

53

2018 PSU Grants Vested

55

Other Executive Compensation Program Considerations

56

Stock Ownership and Holding Guidelines

56

Hedging Policy

56

Pledging Policy

57

Clawbacks

57

Employee Benefit Plans, Severance, Change in Control and Employment-Related Agreements

57

Tax and Accounting Considerations

58

Cboe Global Markets 2021 Proxy Statement

35


Executive Summary

Principal Components of 2020 Executive Compensation

A close up of a logo

Description automatically generated

Base Salary (16% of CEO’s target pay mix)

Graphic Fixed level of cash compensation based on performance, expertise, experience, and market value

Graphic Target annual incentive is based on percentage of base salary

Annual Incentive Bonus (26% of CEO’s target pay mix)

Graphic Provides variable cash compensation payout opportunities to the extent pre-established EBITDA and net revenue corporate and individual performance goals are met over one-year performance period

Graphic Individual performance goals include, among others, ESG related goals such as attracting, engaging, developing and retaining key talent, communicating with investors, promoting a culture of inclusion, succession planning, and overseeing a pipeline of diverse talent

Graphic Payouts range 0% to 200% of executive’s target bonus opportunity

Long-Term Equity Awards

-Restricted Stock Units (29% of CEO’s target pay mix)

A picture containing flower

Description automatically generated

Graphic Provides compensation in the form of Company shares to the extent three-year graded service period is met

Graphic Aligns interests of our executives with those of our stockholders and encourages retention

-Performance Share Units (29% of CEO’s target pay mix)

Graphic Provides variable compensation in the form of Company shares to the extent pre-established relative total stockholder return (“TSR”) and earnings per share (“EPS”) goals are met over a 3-year period

Graphic Aligns the interests of our executives with stockholders, provides significant incentive for retention, and motivates our executives to focus on our long-term growth and increased stockholder value

Graphic Payouts range 0% to 200% of executive’s target number of PSUs

Performance Affecting Fiscal 2020 Annual Incentive Pay Outcomes

2020 Adjusted Net Revenues1

2020 Adjusted EBITDA1

$1,213 Million

$865 Million

Graphic

Graphic

96% of Target Earned

124% of Target Earned

Performance Affecting 2018-2020 PSU Pay Outcomes

3-Year Adjusted EPS1

3-Year Relative TSR

$15.02

14th Percentile

Graphic

Graphic

200% of Target PSUs Earned

0% of Target PSUs Earned


1 Adjusted revenues less cost of revenues (“net revenues”), adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”), and 3-year adjusted EPS are non-GAAP measures used by the Company and reconciliations to GAAP measures are provided in Appendix A.

36

Cboe Global Markets 2021 Proxy Statement


Compensation Governance Practices

What we do

    

What we don’t do

Graphic     Mitigate compensation risk

Graphic     Enforce robust mandatory stock ownership and holding guidelines

Graphic     Utilize independent compensation consultant

Graphic     Maintain a Compensation Committee that is composed solely of independent directors

Graphic     Active engagement with stockholders

Graphic     Maintain double trigger change in control provisions in equity awards and for severance benefits in employment agreements and the Executive Severance Plan

Graphic     Provide clawback provisions for cash incentive and equity incentive awards for executives

Graphic     Impose maximum caps and limits on short- and long-term incentive award payouts

Ä No hedging of Company stock by executives

Ä No pledging of Company stock by executives

Ä No tax gross-ups upon a change in control or otherwise

Ä No excessive use of employment contracts

Ä No payouts for below threshold level for corporate performance

Ä No excessive perquisites

Ä No guaranteed annual incentive payments

2020 Business Highlights

Cboe Global Markets and its Board are committed to a corporate mission and strategy designed to create long-term stockholder value. Our strategy to lead the industry in defining the markets of today and tomorrow is to:

(1)build upon core proprietary products,
(2)leverage leading proprietary trading technology,
(3)diversify business mix with growth of non-transactional revenue,
(4)broaden geographic reach, and
(5)expand product lines across asset classes.

The following is a brief summary of our 2020 business highlights as they relate to the ongoing commitment of our team and the Board to this strategy and the key performance metrics used in our performance-based compensation program.

Graphic     Financial Results

oNet revenues of $1,254 million for 2020, up 10% from $1,137 million for 2019.
oDiluted EPS of $4.27 for 2020, up 28% from $3.34 for 2019.

Graphic     Business Results

oLaunched mini VIX futures and options on S&P 500 ESG Index.
oAcquired and integrating information solutions companies Hanweck, FT Options, and Trade Alert, in furtherance of the Company’s strategy to increase non-transactional revenue.
Cboe Global Markets 2021 Proxy Statement
37

oAcquired MATCHNow, BIDS Trading, and EuroCCP to expand geographic reach and diversify product capabilities.
oStarted process to develop pan-European derivatives for a planned launch in 2021.

Graphic     Navigating COVID-19 Global Pandemic

oCapitalized on increased engagement among retail investors, such that total options volume and total U.S. equities volume reached new all-time highs in 2020.
oSuccessfully transitioned open outcry trading to all electronic trading when open outcry trading was temporarily suspended; then reopened the trading floor with a modified layout and stringent safety protocols in place.
oProvided frequent communications to directors, employees, customers, regulators, critical vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers.
oContinued to operate our business and achieved solid results in 2020, while successfully shifting all global employees (except those deemed essential) to work from home on a temporary basis and implementing travel restrictions.

We believe that the performance of the Company demonstrates that management is keenly focused on driving the Company for sustainable long-term growth and diversifying the Company’s business, while obtaining short-term results. Our business continued to generate strong cash flows from operations and we were able to return $520 million to stockholders through dividends and share repurchases while retaining the flexibility to pursue new growth opportunities. To that end, in 2020:

Graphic     in keeping with our goal of consistent and sustainable dividend growth, we increased our quarterly dividend by 17% to $0.42 per share and paid cash dividends of $171 million in 2020; and

Graphic     we repurchased 3.5 million of our outstanding shares of common stock under a share repurchase program for a total of $349 million.

Despite these solid results in 2020, capital allocation decisions, and successfully navigating the COVID-19 global pandemic, as of December 31, 2020, we achieved total stockholder returns, including reinvested dividends, of approximately:

Graphic     -21% over the past year;

Graphic -22% over the past three years;

Graphic 53% over the past five years; and

Graphic 387% over the past ten years.

Executive Compensation Program Practices

Compensation Philosophy and Summary

Our executive compensation program is designed to attract and retain talented and dedicated executives who are instrumental in our achievement of key strategic business objectives. To meet these objectives, the Compensation Committee designed and implemented a program that pays a substantial portion of executive compensation based on corporate and individual performance.

The Compensation Committee believes that our executive compensation program plays a vital role in contributing to the achievement of key strategic business objectives that ultimately drive long-term business success. Accordingly, we designed our executive compensation program to focus our

38

Cboe Global Markets 2021 Proxy Statement


executives on achieving critical corporate financial and strategic goals, while taking steps to position the business for sustained growth in financial performance over time.

Our executive compensation program generally consists of the following elements, in addition to retirement, health, and welfare benefits:

Diagram

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Cboe Global Markets 2021 Proxy Statement

39


The following charts show the 2020 total target compensation mix for the Chief Executive Officer and the other named executive officers as a group. For the Chief Executive Officer and the other named executive officers, the majority of 2020 total target compensation is “at-risk” (i.e., linked to achievement of performance goals and/or the value is tied to our common stock price) and, further, the majority of “at-risk” pay is in the form of equity awards. Total target compensation is the sum of an executive officer’s 2020 base salary, target annual incentive opportunity and target value for long-term equity awards (i.e., RSUs and PSUs).

A close up of a logo

Description automatically generated

    

A picture containing flower

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Company’s Response to Stockholder Vote on Say-on-Pay

At the 2020 Annual Meeting of Stockholders, our “say-on-pay” proposal received the support of over 93% of the votes cast for approval of our 2019 executive compensation program as disclosed in our 2020 Proxy Statement, and every year since going public in 2010, we have received over 85% stockholder support of our executive compensation programs.

The Compensation Committee has reviewed the results of the stockholder vote on our 2019 executive compensation program and considered such results supportive of our executive compensation program and the Compensation Committee’s measured approach to modifying our compensation practices to enhance their alignment with stockholder interests. In addition, the Compensation Committee has determined that the vote result did not warrant any large-scale changes to our executive compensation program; however, the Compensation Committee continues to take steps, as described below, to help ensure our compensation practices remain aligned with best practices and stockholder interests.

Compensation Refinements

The Board and Compensation Committee did not make any in-cycle changes to the annual incentive program or long-term equity awards in 2020 as a result of the COVID-19 global pandemic.

40

Cboe Global Markets 2021 Proxy Statement


The Board and Compensation Committee determine actual annual incentive bonus payouts based on achieved results measured against pre-established corporate and individual performance goals. As a result of our successful integration of Bats and larger focus on individual performance, at the beginning of 2020 the Compensation Committee removed the annual incentive award’s corporate performance synergy metric and redistributed its weighting to individual and other corporate performance metrics to better align the interests of our executives with our business strategy and stockholders. For 2020, the metrics and weightings were updated as follows:

9

2019 Metrics

2020 Metrics

Graphic   Individual Performance (weighted 25%)

Graphic   Individual Performance (weighted 30%)

Graphic   Corporate Performance (weighted 75%)

Graphic   Corporate Performance (weighted 70%)

o

Achievement of Synergies

o

Achievement of Adjusted Net Revenue

o

Achievement of Net Revenue

o

Achievement of Adjusted EBITDA

o

Achievement of Adjusted EBITDA

o

Achievement of Business Unit Performance

o

Achievement of Business Unit Performance

2020 Target Annual Pay Opportunities

The following chart shows the 2020 total target compensation for each named executive officer.

Target Long-Term

Target Annual

Equity Awards

Named Executive Officer(1)

Base Salary

Incentive Bonus

 

RSUs (2)

PSUs (2)

Total

Edward T. Tilly

$

1,265

$

2,087

$

2,350

$

2,350

$

8,052

Christopher A. Isaacson

$

650

$

975

$

875

$

875

$

3,375

Brian N. Schell

$

525

$

735

$

750

$

750

$

2,760

David Howson (3)

$

575

$

633

$

325

$

325

$

1,858

Bryan Harkins

$

500

$

500

$

325

$

325

$

1,650


(1)All amounts are in thousands.
(2)Represents the target equity award value used to calculate the number of shares to grant.
(3)Mr. Howson receives his cash compensation in British pounds. The amounts reported were converted to U.S. dollars using a rate of £1.00 to $1.37, which was the exchange rate as of December 31, 2020.

This supplemental table is not required, but rather it is provided to demonstrate our named executive officers’ total target compensation opportunity for 2020. Please refer to the Summary Compensation Table below for complete disclosure of the total compensation of our named executive officers reported in accordance with the SEC disclosure requirements.

Executive Compensation Program Governance Cycle

Throughout the year, the Board and the Compensation Committee are heavily involved in reviewing, monitoring, and approving, as applicable, the executive compensation program. The Compensation Committee, composed of all independent directors, is responsible for reviewing the various components of the total compensation program for all executive officers. The Compensation Committee met 7 times in 2020. The Compensation Committee either approves or makes recommendations to the Board regarding compensation related decisions. Messrs. Tilly, Isaacson, and Schell generally attended portions of the 2020 meetings of the Compensation Committee to provide information and assistance, other than when the Compensation Committee discussed the respective executive’s compensation.

Cboe Global Markets 2021 Proxy Statement

41


While specific topics may vary from meeting to meeting, the following illustration describes the general annual cycle of the Board’s and Compensation Committee’s activities.

Text, application, chat or text message

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Independent Compensation Consultant

For 2020, the Compensation Committee engaged Meridian as its independent compensation consultant to provide the Compensation Committee with advice and assistance related to the design of our executive compensation program.

Meridian reviews our executive compensation program and advises the Compensation Committee on best practices and plan design to help improve the program’s effectiveness and alignment with market practices. In addition, Meridian provides advice to the Compensation Committee on the Company’s compensation peer group and on the competitive positioning of the various components of the executive compensation program. Meridian consultants regularly attend meetings of the Compensation Committee. Meridian also meets with the Compensation Committee in executive session without management present and may communicate directly, as needed, with members of the Compensation Committee and the Board at large. Based on a review of its engagement of Meridian and consideration of factors set forth in SEC and BZX rules, the Compensation Committee determined that Meridian’s work did not raise any conflicts of interest and that it is independent from management.

42

Cboe Global Markets 2021 Proxy Statement


Tally Sheets

When reviewing compensation for the named executive officers, the Compensation Committee may consider tally sheets that detail the various elements of compensation for each executive. These tally sheets, developed with the assistance of Meridian, are used to evaluate the appropriateness of each named executive officer’s total compensation package, to compare each executive’s total compensation opportunity with his or her actual payout, to assess the level of holding power in unvested equity awards, and to help ensure that the compensation appropriately reflects the executive compensation program’s focus on pay for performance and alignment with stockholder interests.

Peer Group and Comparative Data

For the 2020 compensation decisions, the Compensation Committee used a single peer group from which to derive competitive market compensation data. The 24-company peer group was composed of exchange holding companies, financial services firms, and technology-focused companies with corporate profiles similar to ours. Based on the then-available fiscal year 2019 data, the Company’s annual revenue, market capitalization, and number of employees fell below the median of the peer group. The Compensation Committee used the market data derived from the peer group as points of reference, rather than as the sole determining factor in setting compensation for our named executive officers.

Peer Group

Akamai Technologies, Inc.

London Stock Exchange Group plc

Broadridge Financial Solutions, Inc.

LPL Financial Holdings Inc.

Citrix Systems, Inc.

MarketAxess Holdings Inc.

CME Group Inc.

MSCI Inc.

Deutsche Borse AG

Nasdaq, Inc.

Equifax Inc.

SEI Investments Company

E*TRADE Financial Corporation

SS&C Technologies Holdings, Inc.

Euronet Worldwide, Inc.

Stifel Financial Corp.

FactSet Research Systems Inc.

Synopsys, Inc.

Fortinet, Inc.

TransUnion

Intercontinental Exchange, Inc.

Verisk Analytics, Inc.

Jack Henry & Associates, Inc.

Virtu Financial, Inc.

Following the 2020 compensation decisions, the Compensation Committee reviewed the peer group. The Committee reviewed the data provided by Meridian and compared our corporate performance to our peer group in the areas of revenues, gross profit, market capitalization, and number of employees. The Committee also considered business descriptions, complexity of business and other qualitative factors. The Committee approved one change to the peer group, removing SS&C Technologies Holdings, Inc. because the company’s compensation programs and practices are not representative of typical market practice. The change decreased the number of peers from 24 to 23 companies.

Cboe Global Markets 2021 Proxy Statement

43


2020 Elements of Executive Compensation Program

Base Salary

The base salary for our named executive officers is designed to be part of a competitive total compensation package when compared to our peer group. Base salary provides our named executive officers with a measure of certainty within their total compensation package and provides a baseline for their target payout opportunity under the annual incentive plan. In setting base salary, in addition to considering market benchmark data derived from our peer group, the Compensation Committee also considered for each named executive officer the following factors:

Graphic     position,

Graphic     individual performance,

Graphic     experience,

Graphic     potential to influence our future success, and

Graphic     industry specific knowledge,

Graphic     total compensation.

Graphic     level of responsibility,

For 2020, the Compensation Committee approved or made recommendations to the Board regarding the base salaries for each of the named executive officers, with input in part from Mr. Tilly regarding the individual performances of Messrs. Isaacson, Schell, Howson, and Harkins. Below are the base salary amounts at December 31, 2020 and 2019 for the named executive officers and the aggregate percent change.

2019 Base

2020 Base

Percent

Named Executive Officer

Salary (1)

Salary (1)

Change

Edward T. Tilly

$

1,265

$

1,265

0

%

Christopher A. Isaacson

$

650

 

$

650

0

%

Brian N. Schell

$

521

 

$

525

1

%

David Howson (2)

$

492

 

$

575

17

%

Bryan Harkins

$

500

 

$

500

0

%


(1)In thousands
(2)Mr. Howson receives his cash compensation in British pounds. The 2020 amounts reported were converted to U.S. dollars using a rate of £1.00 to $1.37, which was the exchange rate as of December 31, 2020. The 2019 amounts reported were converted to U.S. dollars using a rate of £1.00 to $1.33, which was the exchange rate as of December 31, 2019.

The base salary for Mr. Howson increased due to his assumption of additional responsibilities as the new Executive Vice President, President Europe and to more closely align compensation with comparative peer group market data.

Annual Incentive

Overview. The annual incentive, or bonus, component of the total compensation package paid to our named executive officers is designed to reward the achievement of key corporate and individual performance goals that drive our annual operating and financial results.

44

Cboe Global Markets 2021 Proxy Statement


The Compensation Committee established a target annual incentive opportunity for each of the named executive officers by considering market benchmark data derived from our peer group and the following factors:

Graphic     position,

Graphic     individual performance,

Graphic     experience,

Graphic     potential to influence our future success, and

Graphic     industry specific knowledge,

Graphic     total compensation.

Graphic     level of responsibility,

The table below shows each named executive officer’s 2019 and 2020 target annual incentive opportunity, shown as a percentage of salary, and the change in percentage points.

    

2019 Target Annual

2020 Target Annual

Incentive

Incentive

Opportunity as

Opportunity as

Change in

Percentage of

Percentage of

Percentage

Named Executive Officer

Base Salary

Base Salary

Points

Edward T. Tilly

 

165

%

165

%

0

pts

Christopher A. Isaacson

 

150

%

150

%

0

pts

Brian N. Schell

 

140

%

140

%

0

pts

David Howson

 

90

%

110

%

20

pts

Bryan Harkins

 

100

%

100

%

0

pts

The target annual incentive opportunity for Mr. Howson increased due to his assumption of additional responsibilities, including as the new Executive Vice President, President Europe, and to more closely align compensation with comparative peer group market data.

The Compensation Committee determines actual annual incentive bonus payouts based on achieved results measured against pre-established performance goals. The use of pre-established performance metrics and related goals creates an annual incentive plan that rewards our executive officers for strong performance, reduces payouts when performance does not meet target and eliminates payouts if performance does not meet threshold. In addition, the performance metrics and related goals create a structured, formulaic annual incentive plan—the executive officers know throughout the year what needs to be accomplished and what specific bonus dollar amounts can be earned at different performance levels.

The following is a graphical depiction showing the formula used for determining annual incentive bonus payouts.

Graphic

Cboe Global Markets 2021 Proxy Statement

45


As more fully described below, for the 2020 annual incentive plan the Compensation Committee approved two types of performance metrics: (i) corporate performance metrics (weighted 70%) and (ii) individual performance metrics (weighted 30%). The Compensation Committee established goals at threshold, target, and maximum performance levels with respect to the corporate performance metrics. However, given the nature of the individual performance metrics, the Compensation Committee did not set a range of individual performance levels. Rather, the Compensation Committee determined each named executive officer’s payout based on the assessment of the executive officer’s actual performance measured against pre-established individual performance goals.

The Company will pay no annual incentive bonus if actual performance is below threshold. The following chart shows the bonus payout opportunity for each named executive officer at various performance levels.

Target Annual

Incentive

Opportunity as

Annual Bonus Payout

Base

Percentage of

Opportunity (1)

Named Executive Officer

  

Salary (1)

    

Base Salary

    

Threshold

    

Target

    

Maximum

Edward T. Tilly

$

1,265

 

165

%

$

365

$

2,087

$

4,175

Christopher A. Isaacson

$

650

 

150

%

$

171

$

975

$

1,950

Brian N. Schell

$

525

 

140

%

$

129

$

735

$

1,470

David Howson (2)

$

575

 

110

%

$

111

$

633

$

1,266

Bryan Harkins

$

500

 

100

%

$

88

$

500

$

1,000


(1)In thousands
(2)Mr. Howson receives his cash compensation in British pounds. The amounts reported were converted to U.S. dollars using a rate of £1.00 to $1.37, which was the exchange rate as of December 31, 2020.

Corporate Performance.For the 2020 annual incentive plan, the Compensation Committee approved the following corporate performance metrics: (i) adjusted net revenue, (ii) adjusted EBITDA, and (iii) business unit performance. Given their corporate-wide responsibilities, business unit performance goals were not assigned to Messrs. Tilly or Isaacson. These performance metrics, in the aggregate, are weighted 70% of each named executive officer’s target annual incentive opportunity. The Compensation Committee approved these metrics for the following reasons:

Graphic     to align the interests of our executives with stockholders,

Graphic     to focus our executives on long-term growth by continuing to increase our revenue and earnings by increasing trading in our products,

Graphic     to allocate a larger weighting to adjusted EBITDA growth because executives are able to influence it to a larger degree than revenue growth, and

Graphic     to allocate different weightings of the corporate performance metrics based on whether an executive is a corporate or business unit leader, thereby driving the importance of certain metrics over which an executive has more impact.

46

Cboe Global Markets 2021 Proxy Statement


The following shows the corporate performance metrics and their relative weightings for 2020 for the named executive officers.

Named Executive Officer

Adjusted Net Revenue

Adjusted

EBITDA

Business Unit

Performance

Edward T. Tilly

25

%

45

%

%

Christopher A. Isaacson

25

%

45

%

%

Brian N. Schell

25

%

35

%

10

%

David Howson

15

%

15

%

40

%

Bryan Harkins

15

%

15

%

40

%

The Compensation Committee also established goals at threshold, target, and maximum performance levels and payouts with respect to the corporate performance metrics. The Compensation Committee used straight-line interpolation to determine payouts for performance results in between the threshold and target performance levels and in between the target and maximum performance levels. The percentage payout of target incentive opportunity for each of the metrics is 25% for threshold, 100% for target, and 200% for maximum.

For each named executive officer, the tables below show the corporate performance metric threshold, target, and maximum goals, actual performances and percentage payouts of target for 2020. The tables below also show each officer’s 2020 Percentage Payout of Target based on achieved performance.

Messrs. Tilly’s and Isaacson’s 2020 Percentage Payout of Target

As officers with corporate-wide responsibilities, Messrs. Tilly’s and Isaacson’s 2020 annual incentive awards were subject to achievement of adjusted net revenue and adjusted EBITDA for the Company performance goals.

Performance Metrics

    

Weighting

    

Threshold*

    

Target*

    

Maximum*

    

Actual*

    

Percentage
Payout of Target

Adjusted Net Revenue (Company) (1)

25%

$

1,098

$

1,220

$

1,342

$

1,213

96%

Adjusted EBITDA (Company) (1)

45%

$

710

$

836

$

961

$

865

124%


*

In millions

(1)Adjusted net revenue and adjusted EBITDA for the Company are non-GAAP measures used by the Company and reconciliations of actual performances to GAAP measures are provided in Appendix A.

Mr. Schell’s 2020 Percentage Payout of Target

As the Executive Vice President, Chief Financial Officer and Treasurer and an officer with corporate wide responsibilities, Mr. Schell’s annual incentive award was subject to the achievement of adjusted net revenue and adjusted EBITDA for the Company and the finance, facilities and administrative

Cboe Global Markets 2021 Proxy Statement

47


department budgetary goals. The specific goals for the department metrics are not disclosed for competitive purposes.

Performance Metrics

   

Weighting

   

Threshold*

   

Target*

   

Maximum*

   

Actual*

   

Percentage
Payout of Target

Adjusted Net Revenue (Company) (1)

25%

$

1,098

$

1,220

$

1,342

$

1,213

96%

Adjusted EBITDA (Company) (1)

35%

$

710

$

836

$

961

$

865

124%

Finance, Facilities & Admin

10%

$

— (2)

$

— (2)

$

— (2)

$

— (2)

153%


*

In millions

(1)Adjusted net revenue and adjusted EBITDA for the Company are non-GAAP measures used by the Company and reconciliations of actual performances to GAAP measures are provided in Appendix A
(2)Not disclosed for competitive purposes.

Mr. Howson’s 2020 Percentage Payout of Target

As leader of our European business unit, Mr. Howson’s annual incentive award was primarily subject to the achievement of the European business unit and also subject to adjusted net revenue and adjusted EBITDA for the Company performance goals.

Performance Metrics (1)

   

Weighting

   

Threshold*

   

Target*

   

Maximum*

   

Actual*

   

Percentage
Payout of Target

Adjusted Net Revenue (Company) (2)

15%

$

1,098

$

1,220

$

1,342

$

1,213

96%

Adjusted EBITDA (Company) (2)

15%

$

710

$

836

$

961

$

865

124%

Adjusted Net Revenue (Europe) (3)

10%

$

79

$

93

$

107

$

93

98%

Adjusted EBITDA (Europe) (3)

30%

$

41

$

51

$

62

$

58

151%


*

In millions

(1)European performance goals were converted to U.S. dollars using a rate of £1.00 to $1.28, which was the budgeted exchange rate.
(2)Adjusted net revenue and adjusted EBITDA for the Company are non-GAAP measures used by the Company and reconciliations of actual performances to GAAP measures are provided in Appendix A.
(3)Adjusted net revenue and adjusted EBITDA for the European business unit are non-GAAP measures used by the Company and reconciliations of actual performances to GAAP measures are provided in Appendix A.

Mr. Harkins’ 2020 Percentage Payout of Target

As the leader of the markets business unit, Mr. Harkins’ annual incentive award was primarily subject to the achievement of the markets business unit and also subject to adjusted net revenue and adjusted EBITDA for the Company performance goals. The markets business unit performance is

48

Cboe Global Markets 2021 Proxy Statement


derived from the sum of the performances of the options, futures, North American (“NA”) equities, and global FX business units.

Performance Metrics

   

Weighting

   

Threshold*

   

Target*

   

Maximum*

   

Actual*

   

Percentage
Payout of Target

Adjusted Net Revenue (Company) (1)

15%

$

1,098

$

1,220

$

1,342

$

1,213

96%

Adjusted EBITDA (Company) (1)

15%

$

710

$

836

$

961

$

865

124%

Options Adjusted Net Revenue (2)

n/a

$

524

$

617

$

709

$

632

n/a

Futures Net Revenue

n/a

$

118

$

139

$

160

$

106

n/a

NA Equities Adjusted Net Revenue (2)

n/a

$

268

$

315

$

362

$

324

n/a

Global FX Net Revenue

n/a

$

48

$

56

$

65

$

58

n/a

Adjusted Net Revenue (Markets) (2)

10%

$

958

$

1,127

$

1,296

$

1,120

97%

Options Adjusted EBITDA (2)

n/a

$

355

$

444

$

533

$

476

n/a

Futures Adjusted EBITDA (2)

n/a

$

68

$

85

$

102

$

57

n/a

NA Equities Adjusted EBITDA (2)

n/a

$

184

$

230

$

276

$

247

n/a

Global FX Adjusted EBITDA (2)

n/a

$

23

$

29

$

35

$

32

n/a

Adjusted EBITDA (Markets) (2)

30%

$

630

$

787

$

945

$

812

116%


*

In millions, numbers may not foot due to rounding

(1)Adjusted net revenue and adjusted EBITDA for the Company are non-GAAP measures used by the Company and reconciliations of actual performances to GAAP measures are provided in Appendix A.

(2)Adjusted net revenue and adjusted EBITDA for each respective business unit, as applicable, are non-GAAP measures used by the Company and reconciliations of actual performances to GAAP measures are provided in Appendix A.

The achievement of adjusted net revenue, adjusted EBITDA, and business unit performances are measured as of December 31, 2020. Minor adjustments to the Options and Futures business unit metrics were further reviewed and approved in February 2021 by the Board to better reflect organizational budgeting. In February 2021, the Board approved the actual performances of adjusted net revenues, adjusted EBITDA, and European and markets business units.

The actual adjusted net revenue and adjusted EBITDA results for the Company exclude our acquisitions completed in 2020 (MATCHNow, EuroCCP, TradeAlert, FT Options, and Hanweck). The actual adjusted net revenue and adjusted EBITDA results for the European business unit exclude our EuroCCP acquisition and the related expenses in connection with the development of our European derivatives. The actual adjusted net revenue and adjusted EBITDA results for the markets business unit exclude our TradeAlert, FT Options, and Hanweck acquisitions from the options business unit and our MATCHNow acquisition from the NA equities business unit. The actual performance results exclude our 2020 acquisitions in order to allow for a more comparable measure of actual performance against the pre-established corporate performance metric goals, which were based on the 2020 annual budget that was developed prior to, and does not include, the acquisitions.

Individual Performance.For the 2020 annual incentive plan, individual performance goals comprised 30% of each named executive officer’s target annual incentive opportunity. Based upon the level of achievement for the individual performance goals, the Compensation Committee determined the payout percentage of target annual incentive award opportunity for individual performance for each named executive officer.

Cboe Global Markets 2021 Proxy Statement

49


Early in 2020, the Compensation Committee set the following corporate strategic goals and considered the following achieved performance in 2020:

Goal

Performance

Build a strong performance culture that attracts, engages, develops and retains key talent

Graphic Completed and analyzed employee engagement survey and started to implement organizational changes, such as unconscious bias trainings

Graphic Initiated employee Diversity and Inclusion Committee

Graphic Held routine succession planning meetings to determine appropriate talent pipeline, including a focus on diverse talent

Deploy our core strengths for the benefit of index and product partners