Cboe Global Markets, Inc. — Proxy Solicitation & Information Statement 2025

Apr 3, 2025

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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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[x]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	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)
Payment of Filing Fee (Check all boxes that apply):
[x]	No fee required
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2025

Notice of Annual Meeting of Stockholders

and Proxy Statement

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April 3, 2025

Dear Cboe Stockholder:

We cordially invite you to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Cboe

Global Markets, Inc. to be held on Tuesday, May 6, 2025, at 8:00 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/CBOE2025 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:

Elect 12 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;

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

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2025

fiscal year;

Approve the Third Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive Plan to,

among other things, increase the share reserve by 3,000,000 shares and extend the term of the plan;

Consider one stockholder proposal, if properly presented at the Annual Meeting; and

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,
●
William M. Farrow, III Chairman

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CBOE GLOBAL MARKETS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Cboe Global Markets, Inc. will be held on

Tuesday, May 6, 2025, at 8:00 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/CBOE2025 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 7:45

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 12 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;

1. Consider and act upon a non-binding resolution to approve the compensation paid to our executive

officers;

1. Consider and act upon the ratification of the appointment of KPMG LLP as our independent registered

public accounting firm for the 2025 fiscal year;

1. Consider and act upon a proposal to approve the Third Amended and Restated Cboe Global Markets,

Inc. Long-Term Incentive Plan to, among other things, increase the share reserve by 3,000,000 shares

and extend the term of the plan;

1. Consider one stockholder proposal, if properly presented at the Annual Meeting; and

2. 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, 2025. 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 433 West Van Buren Street,

Chicago, Illinois 60607.

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 Before the Meeting Go to www.proxyvote.com
	By Order of the Board of Directors,
	●
April 3, 2025	Patrick Sexton Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 6, 2025:

Notice of Annual Meeting and Proxy Statement are on our Investor Relations website at http://ir.Cboe.com.

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TABLE OF CONTENTS

Proxy Statement Summary	1
Corporate Governance	5
Proposal 1—Election of Directors	5
Board Structure	14
Committees of the Board	18
Stockholder Engagement	23
Communications with Directors	24
Insider Trading Policy	24
Non-Employee Director Compensation	25
Executive Compensation	29
Proposal 2—Advisory Vote to Approve Executive Compensation	29
Compensation Discussion and Analysis	30
Compensation Committee Report	58
Risk Assessment	58
Summary Compensation	59
Severance, Change in Control, and Employment-Related Agreements	67
Pay Ratio	70
Pay Versus Performance	71
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information	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	78
Long-Term Incentive Plan	79
Proposal 4—Approval of the Third Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive Plan	79
Stockholder Proposal	88
Proposal 5—Stockholder Proposal—Support for Transparency in Political Spending	88
Other Items	91
Beneficial Ownership of Management and Directors	91
Relationships and Related Party Transactions	93
Incorporation by Reference	94
Stockholder Proposals	94
Voting Instructions	95
Appendix A—Reconciliation of Non-GAAP Financial Measures to GAAP Measures	100
Appendix B—Proposed Third Amended and Restated Cboe Global Markets, Inc. Long- Term Incentive Plan	104

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. 2025

Annual Meeting of Stockholders on Tuesday, May 6, 2025 at 8:00 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 3, 2025.

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.

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Note About Forward-Looking Statements

This Proxy Statement contains historical and forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these

statements by forward-looking words such as "may", "might", "should", "expect", "plan", "anticipate", "believe",

"estimate", "predict", "potential", or "continue", and the negative of these terms and other comparable

terminology. All statements that reflect our expectations, assumptions or projections about the future other than

statements of historical fact are forward-looking statements. These forward-looking statements, which are

subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our

future financial performance based on our growth strategies and anticipated trends in our business. These

statements are only predictions based on our current expectations and projections about future events. There

are important factors that could cause our actual results, level of activity, performance or achievements to differ

materially from those expressed or implied by the forward-looking statements. In particular, you should consider

the risks and uncertainties described in Part 1 of our Annual Report on Form 10-K for the fiscal year ended

December 31, 2024 under Item 1A., "Risk Factors", and our other filings with the SEC. While we believe we

have identified material risks, these risks and uncertainties are not exhaustive. Moreover, we operate in a very

competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is

not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or

the extent to which any factor, or combination of factors, may cause actual results to differ materially from those

contained in any forward-looking statements.

Cboe Global Markets 2025 Proxy Statement 1

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement for the Cboe Global Markets,

Inc. 2025 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 2024 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, 2024.

Annual Meeting Date:	May 6, 2025
Annual Meeting Time:	8:00 a.m. (Central time)
Virtual Meeting Website Address:	www.virtualshareholdermeeting.com/CBOE2025
Record Date:	March 18, 2025

Stockholder Actions and Board of Directors Voting Recommendations

Proposal	Board Voting Recommendation	Page Reference
1 - Elect 12 directors to the Board of Directors	FOR	5
2 - Approve, in a non-binding resolution, the compensation paid to our executive officers	FOR	29
3 - Ratify the appointment of KPMG LLP ("KPMG") as our independent registered public accounting firm for the 202 5 fiscal year	FOR	77
4 - Approve the Third Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive Plan to, among other things, increase the share reserve by 3,000,000 shares and extend the term of the plan	FOR	79
5 - Stockholder proposal regarding political spending	AGAINST	88

Business Highlights

Achieved record options volume activity levels

Launched new products and added new indices

Expanded collaborations with key strategic partners

Cboe Clear Europe launched Securities Financing

Transactions clearing service

Expanded geographic footprint with a minority ownership

stake in Japannext, the largest proprietary trading system

("PTS") in Japan

Reallocated resources to core competencies and wound

down Cboe Digital spot trading business

For more highlights, see "Executive Compensation—

Compensation Discussion and Analysis"

2 Cboe Global Markets 2025 Proxy Statement

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Returns to Stockholders

Cboe Global Markets and its Board of Dire ctors ("Board") have demonstrated an ongoing co mmitment to

creating long-term stockholder value and produced the following notable returns to stockholders in 2024.

Total Stockholder Return (2)

---

(1) $ in millions. Numbers may not foot due to rounding.

(2) As of December 31, 2024. Includes reinvestment of all dividends.

Cboe Global Markets 2025 Proxy Statement 3

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Director Nominee Highlights

The nominees for our Board exhibit an effective mix of qualifications, experiences, and tenure. For additional

information, see "Corporate Governance— Proposal 1—El ection of Directors" .

100%

100%

100%

50%

75%

67%

75%

33%

42%

9 years average tenure

33%

25%

42%

4 Cboe Global Markets 2025 Proxy Statement

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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" .

11 of the 12 Nominees are Independent;	Split Chairman and CEO roles;
Directors are Elected Annually;	Majority Voting Standard in Director Elections;
Majority Voting Standard for Bylaw and Charter Amendments;	Risk Oversight by Board and Committees, including a Risk Committee;
Independent Audit, Compensation, and Nominating and Governance Committees;	Human Capital and Succession Oversight by Board and Compensation Committee;
Stockholders can call special meetings;	Executive Sessions of Board and Committees; and
Robust Annual Board and Committees Self- Evaluation process;	Anti-Hedging, Anti-Pledging, and Clawback Policies for Executive Officers.
Proxy Access Bylaw Provision for Director Nominations;

Stockholder Engagement Highlights

We are 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, and executive compensation. See also "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 2024 executive compensation program. See also "Executive Compensation".

Annual cash incentives were based on corporate performance (weighted 70%), individual performance

(weighted 20%), and diversity, equity, and inclusion ("DEI") performance (weighted 10%);

Long-term incentives in the form of equity awards, other than special one-time grants to Messrs.

Howson, Isaacson, and Sexton and Ms. Griebenow and the 2023-2024 CEO appointment grant to Mr.

Tomczyk, were comprised of 50% time-based restricted stock units ("RSUs") and 50% performance-

based RSUs ("PSUs");

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

No excessive perquisites;

Mandatory and supplemental clawback policies for cash incentives and equity awards; and

Mandatory stock ownership and holding guidelines.

Additional Information

Please see the information under "Other Items" for 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 2026 Annual Meeting of Stockholders. Additional questions may be

directed to Investor Relations at investorrelations@Cboe.com or (312) 786-7559 .

Cboe Global Markets 2025 Proxy Statement 5

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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 12 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. Subject to retirement, 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 12 director nominees set forth below, each to

serve until the 2026 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.

All of the director nominees were elected as directors by stockholders at the 2024 Annual Meeting of

Stockholders.

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 12 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. In

addition, our Board's composition represents a balanced approach to director tenure, 5 of the 12 nominees

have tenures equal to or less than 5 years, with an average tenure of approximately 9 years, allowing the Board

to benefit from the experience of longer-serving directors combined with fresh perspectives from newer

6 Cboe Global Markets 2025 Proxy Statement

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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	Farrow	Tomczyk	Fitzpatrick	Fong	Froetscher	Goodman	Mansfield	Mao	Matturri	McPeek	Palmore	Parisi
Strategy
Experience developing and executing upon long-term strategic plans, growth strategies, and capital allocation plans	●	●	●	●	●	●	●	●	●	●	●	●
Management
Experience managing large and complex organizations at a senior level	●	●	●	●	●	●	●	●	●	●	●	●
Financial Markets, Clearing, and our Products
Experience with the trading or clearing of derivatives, equities, or FX and/or with our markets and products	●	●					●		●	●		●
Government Relations and Regulatory
Experience and understanding of the complex regulatory environment in which our businesses operate and/or working in or with the government and regulators	●	●	●	●			●		●	●	●	●
Corporate Governance
Knowledge of corporate governance matters, primarily through service on other public company boards, to help support our goals of strong Board and management accountability, transparency, effective oversight, and good governance	●	●		●	●	●				●	●	●
International
Experience in a senior leadership role in an organization with significant international operations or expansion into new international markets	●	●	●	●	●		●	●	●		●
Risk Management
Skills and experience in assessment, oversight, and/or management of risks	●	●	●	●	●	●	●	●	●	●	●	●
Technology
Experience or expertise in assessing opportunities and risks of new technologies and/or assessing cybersecurity risks and vulnerabilities	●	●		●				●
Fresh Perspective
Board tenure is equal to or less than five years				●			●	●	●	●

Cboe Global Markets 2025 Proxy Statement 7

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Nomine es

Set forth below is biographical information, as of March 18, 2025, for each of the directors nominated to serve

on our Board for a one-year term until the 2026 Annual Meeting of Stockholders, as well as the reasons why the

Board believes each candidate is well suited to serve as a director. Additionally, based on the characteristics of

our directors as reported in their respective directors and officers questionnaires, 5 of the nominees are women

and 4 of the nominees are racially or ethnically diverse. 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 have served on certain boards of directors and

committees of Cboe Futures Exchange, LLC ("CFE"), Cboe SEF, LLC ("SEF") and our U.S. 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").

William M. Farrow, III Chairman Independent Age: 70 Committees: Executive (Chair) Finance and Strategy Background Mr. Farrow has served as non-executive Chairman of the Board since September 2023, as our independent Lead Director from May 2023 to September 2023 and as a member of 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 board of directors of publicly traded company WEC Energy Group, Inc. and on the boards of directors of CoBank, Inc. and Endeavor Health. Mr. Farrow previously was the owner of Winston and Wolfe LLC, a privately held technology development and advisory company, and served on the boards of directors of the Federal Reserve Bank of Chicago, Urban Partnership Bank, and Echo Global Logistics, Inc., formerly a publicly traded company. 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. He also has knowledge of the corporate governance issues facing boards from his experience serving on them. We believe that these experiences give Mr. Farrow an important skill set that makes him well suited to serve on our Board and as our Chairman.

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Fredric J. Tomczyk CEO Age: 69 Committees: Executive Background Mr. Tomczyk is our CEO and director. He has served as our CEO since September 2023. Mr. Tomczyk served on our Board as an independent director from July 2019 to September 2023. Previously, he was 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 on the board of Willis Towers Watson PLC, a publicly traded company, and is a member of the Cornell University Athletic Alumni Advisory Council. Mr. Tomczyk also previously served as the lead independent director of Sagen MI Canada Inc., a publicly traded company, and of its operating subsidiary Sagen Mortgage Insurance Company Canada, 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 Mr. Tomczyk's extensive knowledge of the financial markets, technology and the financial services and banking industries gives him unique insights into our business. His prior service as TD Ameritrade's President and Chief Executive Officer also gives Mr. Tomczyk experience with corporate governance and leadership skills, working with the government and regulators, successfully developing and executing corporate strategic initiatives and overseeing risk management programs. We believe that these experiences, as well as being our CEO, make him well suited to serve on our Board.

Cboe Global Markets 2025 Proxy Statement 9

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Edward J. Fitzpatrick Independent Age: 58 Committees: Compensation (Chair) Executive Risk

Background Mr. Fitzpatrick has served on our Board since 2013. Mr. Fitzpatrick is currently Senior Vice President and Senior Client Advisor of Genpact Limited, a position he has held since August 2021, and prior to that was its Chief Financial Officer from July 2014 to August 2021. Prior to joining Genpact Limited, 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 former CFO of publicly traded companies 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.

Ivan K. Fong Independent Age: 63 Committees: Nominating and Governance Risk

Background Mr. Fong has served on our Board since December 2020. Mr. Fong is currently Executive Vice President, General Counsel and Secretary of Medtronic plc, a position he has held from February 2022. Prior to this position, he served as Senior Vice President, Chief Legal and Policy Officer and Secretary of 3M Company from 2019 to January 2022 and as its Senior Vice President, Legal Affairs and General Counsel from 2012 to 2019. Prior to joining 3M Company, Mr. Fong was General Counsel of the U.S. Department of Homeland Security from 2009 to 2012 and Chief Legal Officer and Secretary of Cardinal Health, Inc. from 2005 to 2009. He has previously served as Deputy Associate Attorney General with the U.S. Department of Justice and was a partner with the law firm of Covington & Burling LLP. 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.

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Janet P. Froetscher Independent Age: 65 Committees: Compensation Executive Risk (Chair)

Background Ms. Froetscher is currently the Chair and a Senior Advisor, since September 2023, of The J.B. and M.K. Pritzker Family Foundation, and was its President from April 2016 until September 2023. She 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. Ms. Froetscher currently serves on the board of directors of SouthState Corporation, a publicly traded company. She has also previously served on the board of directors of Independent Bank Group, Inc., formerly a publicly traded company that was acquired by SouthState Corporation, and 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 former President of a family foundation and former CEO of public service entities to our Board. In addition, her service on another public company board also gives Ms. Froetscher experience with corporate governance and leadership skills. We believe that these experiences give her leadership, operational and community engagement skills that make her well suited to serve on our Board.

Jill R. Goodman Independent Age: 58 Committees: Executive Finance and Strategy (Chair) 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 currently serves on the boards of directors of Cover Genius, a global insurance technology company, and publicly traded company Genworth Financial, Inc. 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. In addition, her service on another company board also gives Ms. Goodman experience with corporate governance and leadership skills. We believe that these experiences give her knowledge and skills that make her well suited to serve on our Board.

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Erin A. Mansfield Independent Age: 65 Committees: ATS Oversight Risk

Background Ms. Mansfield has served on our Board since 2024. Ms. Mansfield is a retired Managing Director from Barclays PLC, a position she held from 2003 to 2023, where she served in multiple roles, including Global Head of Regulatory Relations & Policy, Global Head of Investment Banking Compliance and Chief Compliance Officer Americas. Prior to her time with Barclays, Ms. Mansfield was a Vice President at Goldman Sachs & Co. LLC in their Fixed Income, Currencies & Commodities group. Ms. Mansfield holds a B.A. degree from Vassar College. Qualifications Ms. Mansfield has a strong understanding of our business, financial markets, products, compliance and the regulation of the financial and derivatives industries from her leadership positions at key financial institutions. We believe that her experience makes her well suited to serve on our Board.

Cecilia H. Mao Independent Age: 50 Committees: Finance and Strategy Risk

Background Ms. Mao has served on our Board since 2024. Ms. Mao is currently Global Chief Product Officer at Equifax, having served in this position since 2020. Previously, Ms. Mao was with Oracle Corp. from 2014 to 2020, holding multiple positions including Director, Senior Director, and Vice President of Oracle Data Cloud. Prior to her time at Oracle Corp., Ms. Mao held management positions at Verisk Analytics, FICO, and other technology companies. Ms. Mao graduated from the University of California, Berkeley with a B.A. degree. Qualifications As an experienced leader, Ms. Mao's positions at Equifax and Oracle give her unique insights into all aspects of corporate growth, enterprise management, and technology. Ms. Mao has a deep understanding of revenue acceleration and adapting to new strategic opportunities. We believe that her experience makes her well suited to serve on our Board.

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Alexander J. Matturri, Jr. Independent Age: 66 Committees: ATS Oversight (Chair) Executive 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 also previously served as a member of the boards of directors of our securities exchanges. 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 and a former member of the boards of directors of our securities exchanges, 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.

Jennifer J. McPeek Independent Age: 55 Committees: ATS Oversight 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 boards of directors of First American Funds Trust, overseeing six money market funds, and Cushman & Wakefield plc, a publicly traded company. 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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Roderick A. Palmore Independent Age: 73 Committees: Executive Finance and Strategy 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 has previously served as a member of the boards of directors of The Goodyear Tire & Rubber Company, a publicly traded company, 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.

James E. Parisi Independent Age: 60 Committees: Audit (Chair) Compensation Executive

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 board of directors of ATI Physical Therapy, Inc., a publicly traded company. He has also previously served as the Chairman of the Illinois Special Olympics Foundation Board and as a member of the boards of directors of CFE and SEF, Pursuant Health Inc., and 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 former 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.

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

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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 directors serving in 2024,

except Mr. Tomczyk, are independent under BZX listing standards for independence. In addition, Joseph P.

Ratterman who resigned as a director effective February 5, 2024, was determined to be independent through

February 5, 2024.

All of the directors then serving 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.

Non-Executive Chairman

The Board has an independent Non-Executive Chairman, Mr. Farrow. Our Corporate Governance Guidelines

require that an independent director serve as our Lead Director or Non-Executive Chairman, as applicable. The

position is annually elected by the Board, upon the recommendation of the Nominating and Governance

Committee, however, it is expected that the elected director will serve 4 years, which may be extended in

extraordinary circumstances. Under our Bylaws, the Chairman shall be the presiding officer at all meetings of

the Board and stockholders and shall exercise such other powers and perform such other duties as are

delegated to the Chairman by the Board. Additionally, the Charter of the Lead Director/Non-Executive

Chairman, Appendix A to our Corporate Governance Guidelines, provides for the following responsibilities,

among other items:

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

sessions;

Approve agendas for Board meetings and consult with the CEO on other matters pertinent to us and the

Board;

Serve as a liaison between the CEO and the independent Directors;

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

Advise and consult with the CEO on the general scope and type of information to be provided in

advance of Board meetings;

In collaboration with the 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

To perform other duties as the Board may determine.

Chairman and CEO Roles

The Board carefully considers its Board leadership structure and the benefits of continuity in leadership roles

and believes having Mr. Farrow serve in the role of Non-Executive Chairman enhances the Company's strategic

alignment and supports Cboe Global Markets' ability to deliver stockholder value.

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.

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

for our Board:

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;

Establishing independent Audit, Compensation, and Nominating and Governance Committees; and

Appointing an independent Lead Director or Non-Executive Chairman, as applicable.

Board Oversight of Strategy

With oversight and direction from the Board and the Finance and Strategy Committee, our CEO develops the

Company's business strategy in conjunction with management. This process is collaborative and evolving. The

Finance and Strategy Committee meets quarterly with management to approve or make recommendations, as

necessary, to the Board regarding the Company's budget, capital allocation, strategic plans, and acquisition,

investment or divestment opportunities. Further, summaries of the proceedings from prior Finance and Strategy

Committee meetings are provided to the Board on a quarterly basis.

In particular, starting in late 2023 and throughout 2024, Mr. Tomczyk and management conducted a

comprehensive review of the Company's long-term strategy. The strategy review process involved, among other

items, a situation analysis, a review of the Company's existing business, a review of secular trends and the

competitive landscape, and meetings with key management leaders. Management presented to the Board and

the Finance and Strategy Committee the Company's sharpened long-term strategy, which included key strategic

themes and a greater focus on organic growth leveraging the Company's global securities platforms. For more

information on the Company's sharpened strategy, see "Executive Compensation—Compensation Discussion

and Analysis—Executive Summary—2024 Business Highlights".

Board Oversight of Human Capital and Succession Planning

The Board recognizes that our business depends on employee productivity, development, and engagement. In

particular, the Board and Compensation Committee each receive updates and reports on inclusion and

employee 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 inclusion. The Compensation Committee receives

presentations throughout the year on human resources matters, including succession planning, inclusion

initiatives, employee metrics, attrition and retention metrics, and employee engagement survey results. Further,

summaries of the proceedings from prior Compensation Committee meetings are provided to the Board on a

routine basis, including on a quarterly basis.

The Board further believes that providing for effective continuity of leadership is central to our long-term growth

strategy. The succession planning process includes consideration of ordinary course succession and planning

for situations where executives unexpectedly become unable to perform their duties. Executive succession

planning is an ongoing process, reviewed and discussed on at least an annual basis by the Compensation

Committee. The Compensation Committee reviews the Company's organizational chart for potential

successors. Summaries of these proceedings from prior Compensation Committee meetings are provided to the

Board on a routine basis. The Board also reviews reports about executive succession and undergoes other

relevant evaluations on an as needed basis.

In addition, Board succession planning is evaluated regularly within the Nominating and Governance

Committee, whose reports and other necessary action items are discussed and acted upon by the Board as a

whole. For more information see "Committees of the Board—Nominating and Governance Committee" below.

Further, as a result of recent executive transitions, in particular the appointment of Mr. Tomczyk as Chief

Executive Officer, Ms. Griebenow as Chief Financial Officer, Catherine R. Clay as Global Head of Derivatives,

and Adam Inzirillo as Global Head of Data Vantage (f/k/a Data and Access Solutions), effective succession

planning and the effective transfer of knowledge has been one of the Company's top priorities. In particular,

while the Board has devoted considerable time to leadership development and succession throughout 2024, in

the latter part of last year the Board engaged a search firm to more formally assist with the process of CEO

succession. The Board has reviewed internal candidates and is also considering external candidates with the

search firm's help.

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Board Oversight of Governance, Social, and Environmental Matters

The Board stays apprised of particular governance, social, and environmental matters in accordance with its

general oversight responsibilities. The Board has delegated to the Committees oversight over specific areas

relevant to the Committees and all Committees report to the full Board on a routine basis, including on a

quarterly basis, and when a matter rises to a material or enterprise level. For more information about Committee

responsibilities, see also "Committees of the Board" below.

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, for example, competition,

reputation, compliance, operational, and technology risks. The Board stays informed 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 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	Business and operation of BIDS Trading L.P.'s ("BIDS Trading's") U.S. equities businesses Adequacy and effectiveness of separation protocols between Cboe Global Markets and BIDS Trading's U.S. equities businesses
Audit	Adequacy and effectiveness of internal controls and procedures Financial reporting and taxation
Compensation	Compensation policies and procedures
Finance and Strategy	Credit and capital structure Strategy with business partners
Nominating and Governance	Corporate governance practices
Risk	Enterprise risk management Information security Operational risks relating to internal processes, people or systems, including information technology Compliance, environmental, legal and regulatory risks

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 Management and Information Security Department, Enterprise Risk

Management Committee, Compliance Department, Internal Audit Department, and the Board and Committees.

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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	Our Business managers and employees, which are responsible for the performance, supervision and/or monitoring of our policies and control procedures
Second	Compliance and Risk Management and Information Security Departments, which provide independent oversight by assessing first line risk, advising management on policies, procedures, and controls to mitigate identified risks, and monitoring and reporting on any identified deficiencies or control enhancements 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 significant new risks Enterprise Risk Management Committee, along with our Chief Risk Officer, provide information and recommendations to the Risk Committee as necessary
Third	Internal Audit Department, which provides additional independent assurance that significant risks and related policies, procedures, and controls are reasonably 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, as applicable,

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 on cybersecurity, including

architecture and resiliency, incident management, business continuity and disaster recovery, significant

information technology changes, data privacy, insider threat, physical security, information related to third-party

assessments conducted by leading information security providers of the Company's information security

program, and risks associated with the use of third party service providers. 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.

In addition, our 2024 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, 2024, also contains relevant additional

information under "Part I–Item 1C. Cybersecurity".

Board and Committee Meeting Attendance

There were 9 meetings of the Board during 2024. 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 2024.

Independent Directors Meetings

Periodically, the independent directors meet separately without management. The Lead Director or Non-

Executive Chairman, as applicable, presides over these meetings. The independent directors met separately

without management 6 times during 2024.

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 2024 Annual Meeting of Stockholders. Meetings of the Board

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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"):

The ATS Oversight Committee,

The Audit Committee,

The Compensation Committee,

The Executive Committee,

The Finance and Strategy Committee,

The Nominating and Governance Committee, and

The Risk Committee.

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 2024 and as of March 18,

2025, including the number of meetings of each Committee during 2024 .

Director	ATS Oversight	Audit	Compensation	Executive	Finance and Strategy	Nominating and Governance	Risk
Number of meetings	5	11	7	—	6	7	8
William M. Farrow, III				(1)	(2)
Fredric J. Tomczyk (3)				●
Edward J. Fitzpatrick			●	●			●
Ivan K. Fong						●	●
Janet P. Froetscher			●	●			●
Jill R. Goodman				●	●	●
Erin A. Mansfield	(2)						(2)
Cecilia H. Mao					(2)		(4)
Alexander J. Matturri, Jr.	(5)	●		(6)
Jennifer J. McPeek	●	●
Roderick A. Palmore				●	●	●
James E. Parisi		●	●	●
Joseph P. Ratterman (7)	(7)				(7)

---

= Chair = Member

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(1) The Non- Executive Chairman, Mr. Farrow, and the Chief Executive Officer, Mr.Tomczyk, are both members

of the Executive Committee. Mr. Farrow is an invited guest to the meetings of each of the other standing

Committees.

(2) Joined as a member of the Committee on February 8, 2024.

(3) Mr. Tomczyk is an invited guest to the meetings of each of the other standing Committees, other than the

ATS Oversight Committee.

(4) Joined as a member of the Committee on May 16, 2024.

(5) Effective February 8, 2024, Mr. Matturri became Chair of the ATS Oversight Committee.

(6) Joined as a member of the Committee on October 25, 2024.

(7) Effective February 5, 2024, Mr. Ratterman resigned from the Board and Committees of which he was a

member.

In addition, in August 2023 an ad hoc Special Committee of the Board (the "Special Committee") was formed in

connection with an investigation into personal relationships between Edward Tilly and colleagues. The Special

Committee met twice during 2024 and consisted of 7 directors: Mr. Farrow (Chair), Messrs. Fitzpatrick, Palmore,

Parisi, and Ratterman and Mses. Froetscher and Goodman.

Audit Committee

The Audit Committee consists of 3 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:

Engaging our independent auditor and overseeing its compensation, work, and performance,

Reviewing and discussing the annual and quarterly financial statements and related press releases with

management and the independent auditor,

Overseeing the internal audit function and reviewing the adequacy of internal controls and procedures,

and

Reviewing transactions with related persons for potential conflict of interest situations.

The Audit Committee also meets, as needed, with our independent auditor, Chief Executive Officer, Chief

Financial Officer, Chief Audit Executive, and other management in executive session without management

present and our independent auditor, Chief Audit Executive, and other management may communicate directly,

as needed, with members of the Audit Committee and the Board at large.

Compensation Committee

The Compensation Committee consists of 3 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:

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

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

Adopting, amending, and terminating cash and equity-based incentive compensation plans,

Approving any employment agreements, severance agreements, or change in control agreements with

executive officers,

Adopting, periodically reviewing, and overseeing any clawback policy governing the recoupment of

incentive-based compensation,

Overseeing the policies and strategies relating to talent, leadership, and culture, including inclusion, and

The level and form of non-employee director compensation and benefits.

For additional information, see "Corporate Governance—Board Structure—Board Oversight of Human Capital

and Succession Planning".

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Nominating and Governance Committee

Overview

The Nominating and Governance Committee consists of 3 directors, all of whom are independent under BZX

listing rules. The Nominating and Governance Committee's responsibilities include making recommendations to

the Board on:

Persons for election as director,

An independent director to serve as Non-Executive Chairman of the Board (or, if applicable, a director

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

Any stockholder proposals and nominations for director,

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

The Board and Committee annual self-evaluation process, and

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 shall receive, direct and supervise any investigations into any

matter brought to its attention within the scope of its duties, in the Company's Corporate Governance Guidelines

or as directed by the Board. In addition, the Committee shall review and may investigate matters pertaining to

the integrity of management, including conflicts of interest and adherence to codes of ethics or business

conduct.

The Nominating and Governance Committee also receives periodic reports from the Company regarding its

political activities and related expenditures and is also responsible for general oversight of the Cboe impact

reports and program. For additional information, see "Corporate Governance—Board Structure—Board

Oversight of Governance, Social, and Environmental Matters".

Selection Process and Criteria for Directors

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 addition, the Committee may consider such other factors it deems

appropriate when conducting its assessment of director candidates.

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. In evaluating incumbent and new potential

director candidates, the Committee takes into consideration many factors, including the individual's educational

and professional background, potential retirement plans, whether the individual has any special experience in a

relevant area, personal accomplishments, and cultural experiences. Among other attributes, our selection

process prioritizes individuals with integrity, substantial business experience, a track record of sound

professional judgment, and a commitment to the long-term growth of the company. As one of the world's largest

derivatives exchanges, our selection process seeks to create a Board with a deep understanding of the

derivatives industry and the knowledge and experience to execute on our strategic derivatives goals. Moreover,

we look for a mix of technological expertise in our Board that will help us to identify and adapt to opportunities in

the global financial industry. In addition, the Committee may consider such other factors it deems appropriate

when conducting its assessment of director candidates. For more information on each Directors' background

and individual skills, see "Corporate Governance—Proposal 1—Election of Directors".

Additionally, 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 to provide varied insights and competent

guidance regarding our operations, with a goal of having a Board that reflects diverse backgrounds, gender,

race, experience, and viewpoints. We believe that we benefit from having directors with a diversity of skills,

characteristics, backgrounds, and cultural experiences.

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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 asked to meet separately with

the Chairman of the Board, the Chair of the Nominating and Governance Committee, and the independent Lead

Director or Non-Executive Chairman, as applicable, 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.

Onboarding New Directors

New directors participate in a robust multi-session 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.

Continuing Education for Directors

Directors are encouraged to attend conferences, seminars, trainings and/or courses and take other actions as

they deem necessary to enhance their effectiveness as directors. Appropriate areas of director education need

not be confined to corporate governance but may include broader topics related to our businesses. In

furtherance of director education, Board meetings and dinners may include guest speakers, client

presentations, and our employees presenting on a variety of topics, including on emerging technologies, such

as artificial intelligence ("AI"), and Cboe's potential utilization and adoption thereof. Cboe will reimburse

directors, up to a certain amount, for the reasonable costs of attending relevant education programs.

Retirement

Our Corporate Governance Guidelines provide that the Board expects that no director shall be elected or

reelected as a director once he or she reaches age 75. Any director who turns 75 while serving as a director

may continue to serve for the remainder of their current term. The Board undertakes ongoing evaluation of its

members' performance with respect to their capacity to serve and keeps note of director age for director

planning purposes.

Annual Board, Committee, and Director 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,

Committees', and directors' annual self-evaluations to determine whether the Board, the Committees, and the

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directors 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 ↓	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	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 ↓	Chair of Nominating and Governance Committee and Lead Director or Non-Executive Chairman, as applicable, interview each director in one-on- ones to discuss Board's and directors' performances	Chair of each Committee facilitates discussion of Committee's performance in executive session and in one-on- ones
Feedback ↓	Chair of Nominating and Governance Committee and Lead Director or Non-Executive Chairman, as applicable, report results of discussions and recommendations to Nominating and Governance Committee for its consideration	Chair of each Committee reports results of Committee self- evaluation and recommendations to Nominating and Governance Committee for its consideration
Reviews ↓	Nominating and Governance Committee reviews results from Board, Committee, and director self-evaluations and provides summary of assessments and recommendations to full Board and each director, as applicable Board discusses results and, if necessary, provides additional recommendations
Feedback Incorporated	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.

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 433 West Van Buren Street, Chicago, Illinois 60607.

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 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

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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, investment, or divestment

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, environment, and

the Company's compliance with laws, regulations, and its policies.

Compensation Committee Interlocks and Insider Participation

Messrs. Fitzpatrick and Parisi and Ms. Froetscher served as members of our Compensation Committee during

1. No member of the Compensation Committee is a current or former officer or employee of the Company.

In addition, there are no compensation committee interlocks with other entities with respect to any member of

the Compensation Committee.

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 2024 included attending investor and industry conferences,

participating in informational fireside chats, conducting investor road shows in major U.S. cities, and hosting

meetings at our corporate headquarters. Some of these conferences also featured webcasts and replays of the

presentations so that our stockholders could listen remotely. In addition, our quarterly earnings calls are open to

the general public and feature a live webcast.

Further, in 2024, 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 40% of our common stock outstanding. Through corporate governance outreach and investor

and industry conferences, we engaged in meetings with holders of approximately 47% of our common stock

outstanding. Through these discussions we gained valuable feedback, and this feedback was shared with the

Board and its relevant Committees.

Based on stockholder feedback, we also took steps to address areas of improvement, including incorporating

some of the suggestions into our governance practices and compensation program. For example, in 2024 the

Board amended the Company's Bylaws to provide stockholders with a right to call a special stockholder meeting

at the request of 25% or more of the outstanding common shares of the Company. This is the first time our

stockholders have been given such a right. The Board took this action in response to a stockholder advisory

proposal at the 2024 Annual Meeting of Stockholders which requested the same right at a 10% threshold, as

well as input gathered through stockholder outre ach. Such outreach efforts included conversations with our

largest stockholders which indicated support for a 25% threshold as opposed to a 10% threshold. The Board

believes this right is in the best interests of both the Company and its stockholders. A higher portion of our

stockholders voted in favor of the 25% special meeting threshold as opposed to the 10% threshold that was

also proposed at the 2024 Annual Meeting of Stockholders. The Board believes that a 25% threshold strikes the

proper balance between stockholder rights and protecting the Company and its stockholders from potential

abuse of the special meeting right.

24 Cboe Global Markets 2025 Proxy Statement

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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.

INSIDER TRADING POLICY

Our Insider Trading Policy prohibits directors, officers and employees worldwide from trading in Company

securities while in possession of material, non-public information about the Company. The Insider Trading Policy

is designed to promote compliance with insider trading laws, rules and regulations, as well as the rules and

regulations of BZX. The policy also applies to transactions in the securities of other entities to the extent

covered persons are in possession of any material, non-public information relating to those securities. Under the

policy, certain individuals are prohibited from trading in Company securities during various times throughout the

year known as "blackout periods", and certain individuals must receive preclearance from the General Counsel

before trading in Company securities.

Our Insider Trading Policy prohibits our executive officers and all employees, except as set forth below, from

entering into transactions involving options to purchase or sell our common stock or other derivatives related to

our common stock.

Employees, other than our executive officers, may enter covered calls and collars for hedging purposes through

the purchase or sale of exchange-traded options, provided that they otherwise comply with the remainder of our

Insider Trading Policy. See "Executive Compensation—Compensation Discussion and Analysis—Other

Executive Compensation Program Considerations—Hedging Policy".

Under the Insider Trading Policy, employees are prohibited from entering into pledges or margin loans of

Company securities.

Our policy on insider trading was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year

ended December 31, 2024.

Additionally, in 2011, the Board of Directors approved an initial authorization for the Company to repurchase

shares of its outstanding common stock of $100 million and subsequently approved additional authorizations for

a total authorization of $2.3 billion, as of December 31, 2024. The Company expects to fund repurchases

primarily through the use of existing cash balances. The program permits the Company to purchase shares,

through a variety of methods, including in the open market or through privately negotiated transactions, in

accordance with applicable securities laws. It does not obligate the Company to make any repurchases at any

specific time or situation.

Cboe Global Markets 2025 Proxy Statement 25

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NON-EMPLOYEE DIRECTOR COMPENSATION

Compensation Philosophy and Summary

Our non-employee 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 compensation 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 2024, our non-employee director compensation program consisted of a mix of: cash and stock retainers,

committee member cash retainers, committee chair cash retainers, committee meeting attendance fees, if

applicable, and a non-executive Chairman retainer. Committee chairs receive both the applicable committee

chair, committee member cash retainers, and committee meeting attendance fees, if applicable.

As part of its 2024 review of retainers and fees in consultation with Meridian, the Compensation Committee

recommended, and the Board approved, increasing the Risk Committee member annual cash retainer from

$7,500 to $12,000 to reflect the increased responsibilities and duties of Risk Committee members and to more

closely align with the other Committee retainers.

2024 Elements of Director Compensation Program

The compensation of our non-employee directors is based upon a compensation year beginning and ending in

May coinciding with the holding of our Annual Meeting of Stockholders. The following table reflects the base

amount payable (i.e., not prorated) with respect to each component of our director compensation program for

26 Cboe Global Markets 2025 Proxy Statement

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the Board term ending with the 2024 Annual Meeting of Stockholders and for the Board term ending with the

Annual Meeting in 2025:

Annual Fees	May 2023 — May 2024	May 2024 — May 2025
Cash retainer	$ 90,000	$ 90,000
Stock retainer, value based on closing price on date of grant	$ 170,000	$ 170,000
Committee chair cash retainer
ATS Oversight	$ 20,000	$ 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
Committee member cash retainer
ATS Oversight	$ 7,500	$ 7,500
Audit	$ 16,500	$ 16,500
Compensation	$ 12,000	$ 12,000
Finance and Strategy	$ 12,000	$ 12,000
Nominating and Governance	$ 12,000	$ 12,000
Risk	$ 7,500	$ 12,000
Non-Executive Chairman cash retainer fee	$ 150,000	$ 150,000
Meeting Fees
Committee meeting attendance fee per meeting attended (only if in excess of each committee's baseline meeting number + 2) (1)	$ 1,500	$ 1,500

---

(1) The baseline meeting number + 2 for each committee is ATS Oversight (7), Audit (13), Compensation (10),

Finance and Strategy (10), Nominating and Governance (10), and Risk (7).

Cboe Global Markets 2025 Proxy Statement 27

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2024 Director Compensation

The compensation of our non-employee directors for their service for the year ended December 31, 2024 is

shown in the following table.

Name	Fees Earned or Paid in Cash (1)	Stock Awards (2)	All other Compensation (3)	Total
William M. Farrow, III (4)(5)(6)	$ 248,591	$ 170,159	$ 5,000	$ 423,750
Edward J. Fitzpatrick (5)(6)(7)	$ 131,659	$ 170,159	$ 5,000	$ 306,818
Ivan K. Fong (6)	$ 112,159	$ 170,159	$ —	$ 282,318
Janet P. Froetscher (5)(6)(7)	$ 136,659	$ 170,159	$ 10,000	$ 316,818
Jill R. Goodman	$ 129,000	$ 170,159	$ —	$ 299,159
Erin A. Mansfield (8)	$ 96,577	$ 215,278	$ 5,000	$ 316,855
Cecilia H. Mao (8)	$ 98,325	$ 215,278	$ —	$ 313,603
Alexander J. Matturri, Jr.	$ 131,889	$ 170,159	$ 2,500	$ 304,548
Jennifer J. McPeek	$ 114,000	$ 170,159	$ —	$ 284,159
Roderick A. Palmore (5)	$ 130,500	$ 170,159	$ —	$ 300,659
James E. Parisi (5)(6)(7)	$ 148,000	$ 170,159	$ 15,000	$ 333,159
Joseph P. Ratterman (5)(9)	$ 256,155	$ —	$ 10,000	$ 266,155

---

(1) The amounts shown in the Fees Earned or Paid in Cash column also include certain fees that were earned

in 2024 and were paid in early 2025.

(2) The amounts in the stock award column represent the grant date fair value of equity grants of restricted

stock units received by non-employee directors serving on the Board on May 16, 2024, and on February 8,

2024 and May 16, 2024 with respect to Mses. Mansfield and Mao, as computed in accordance with stock-

based compensation accounting rules (Financial Standards Accounting Board ASC Topic 718).

Assumptions used in the calculation of these amounts are included in the footnotes to our 2024

consolidated financial statements, which are included in our Annual Report on Form 10‑K for the year

ended December 31, 2024 filed with the SEC. The non-employee directors then-serving on the Board

received an equity grant of restricted stock units on May 16, 2024. In addition, Mses. Mansfield and Mao

who joined the Board and Committees on February 8, 2024 also received an equity award grant on

February 8, 2024 on a pro-rata basis for the portion of time served in 2024. 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,

subject to the director's continuous service through the vesting date. Other than Mr. Ratterman who did not

receive an equity grant in 2024 since he resigned on February 5, 2024 and Mses. Mansfield and Mao, each

of the listed directors held 937 shares of unvested restricted stock units as of December 31, 2024. Mses.

Mansfield and Mao each held 1,182 shares of unvested restricted stock units as of December 31, 2024.

(3) 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 non-employee directors. D uring 2024, we matched eligible gifts from a minimum of $50 to an

aggregate maximum gift of $10,000 per non-employee director, per calendar year. In addition, in 2024, we

matched at a rate of 1.5x eligible gifts from a minimum of $50 to an aggregate maximum of $1,000 per non-

employee director, per calendar year to organizations that support select charitable causes. Amounts also

represent those provided through our Cboe Political Action Committee ("PAC") Matching Gift Program that

is available to non-employee directors. In 2024, we matched PAC contributions with eligible gifts from a

minimum of $50 to an aggregate maximum of $5,000 per non-employee director, per calendar year .

(4) The amount shown in the Fees Earned or Paid in Cash column for Mr. Farrow also include the non-

executive Chairman cash retainer fee and the Finance and Strategy Committee member cash retainer fee

for his membership on that Committee.

(5) The amounts shown in the Fees Earned or Paid in Cash column also include fees of $1,500 for Messrs.

Farrow, Fitzpatrick, Palmore, Parisi, and Ratterman and Ms. Froetscher for attending meetings for the

Special Committee.

28 Cboe Global Markets 2025 Proxy Statement

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(6) Mr . Fitzpatrick and Ms. Froetscher each elected to defer 100% of their 2024 cash fees (excluding any fees

paid from service to a subsidiary board of directors or committee), and Messrs. Farrow, Fong, and Parisi

and Mses. Goodman and Mao each elected to defer 100% of their 2024 equity grant.

(7) The amounts shown in the Fees Earned or Paid in Cash column also include committee meeting

attendance fees of $3,000 for Messrs. Fitzpatrick and Parisi and Ms. Froetscher for attending

Compensation Committee meetings in excess of the baseline meeting number + 2.

(8) Mses. Mansfield and Mao who joined the Board and Committees on February 8, 2024 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 2024.

(9) Mr. Ratterman resigned from the Board and Committees on February 5, 2024. The amount shown in the

Fees Earned or Paid in Cash column for Mr. Ratterman also includes (i) the cash retainers while on the

Board and (ii) a c ash payment of $222,280 in lieu of the unvested 2023 equity grant that he forfeited when

he resigned on February 5, 2024.

Deferred Compensation

Starting with 2023 compensation, U.S. based non-employee directors could elect to defer receipt of all or a

portion of his or her annual cash retainer and any meeting fees pursuant to a valid deferral election under the

Cboe Global Markets, Inc. Deferred Compensation Plan (f/k/a the Deferred Compensation Plan for Officers)

(the "Cash Deferral Plan"). To the extent that any such cash payments are deferred, they are credited to a

notional account and will be invested in either a retirement target date fund or other investment option selected

by the director under the terms of the Cash Deferral Plan.

Also, starting with 2023 compensation, non-employee directors could elect to defer all of their annual restricted

stock unit grants into a stock account pursuant to a valid deferral election under the Cboe Global Markets, Inc.

Director Equity Deferral Plan (the "Equity Deferral Plan"). Subjec t to and following satisfaction of the applicable

vesting requirements, the plan credits notional stock units for the restricted stock units until distribution in the

form of shares of common stock upon the distribution date. Deferred restricted stock units will remain eligible for

dividend equivalents, with U.S. based directors receiving dividend equivalents on a current basis and non-U.S.

based directors having their dividend equivalents deferred (but not reinvested) until the underlying shares are

distributed.

Neither plan permits matching contributions and deferred cash amounts are fully vested and deferred equity

grants are subject to applicable vesting requirements. In general, amounts deferred are paid to a non-employee

director dependent on the elections of the director, which could be: (i) the date elected by such director; (ii) the

director's separation from service; or (iii) the date a change of control (as defined in the Cash Deferral Plan and

the Equity Deferral Plan) occurs. In the event the director's death or qualifying disability, the elections of the

director are overridden. Amounts deferred under the Cash Deferral Plan are paid in cash in a single sum

payment or, at the director's election, in installments (other than on a change in control). Amounts deferred

under the Equity Deferral Plan are paid in shares of common stock in a single lump sum.

Director Stock O wnership and Holding Guidelines

The Compensation Committee has adopted stock ownership and holding guidelines, which provide that each

non-employee director should o wn stock equal to 5 times the cash annual retainer for directors within 5 years of

joining the Board. For purposes of this ownership and holding requirement, (a) shares owned outright or in trust,

(b) restricted stock or restricted stock units, including shares that have been granted but are unvested, and (c)

vested, deferred restricted stock units, are included. In addition, each non-employee director is required to hold

all shares received from annual equity awards 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 Mses. Mansfield and Mao who were

first elected to our Board in 2024, each of the non-employee incumbent directors as of December 31, 2024 has

met the ownership requirement as of December 31, 2024.

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. In 2024,

none of the directors had hedges, pledges, or margin loans on shares of our common stock. See also

"Corporate Governance—Insider Trading Policy".

Cboe Global Markets 2025 Proxy Statement 29

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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:

Attract and retain talented and dedicated executives,

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

Align the compensation of our executive officers with stockholder returns.

The Compensation Committee has implemented the following best practices applicable to our executive officers

to help achieve these objectives:

A high proportion of total compensation is in the form of performance-based compensation with limits on

all incentive award payouts,

Incentive awards are linked to the achievement of financial and relative stock price performance goals,

Stock ownership and holding guidelines,

Double trigger change in control provisions in equity awards and for severance benefits in the Executive

Severance Plan,

Prohibition on hedging of Company stock,

Prohibition on pledging of Company stock,

No tax gross-up payments in the event of a change in control, and

Clawbacks of 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.

The Board recommends that the stockholders vote FOR approval, in a non-binding resolution, of the

compensation paid to our executive officers.

30 Cboe Global Markets 2025 Proxy Statement

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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 2024 with respect to the total compensation awarded to, earned by, or paid

to each of the following 2024 "named executive officers" or "NEOs":

Name	Title*
Fredric J. Tomczyk	Chief Executive Officer
Jill M. Griebenow	Executive Vice President, Chief Financial Officer
David Howson	Executive Vice President, Global President
Christopher A. Isaacson	Executive Vice President, Chief Operating Officer
Patrick Sexton	Executive Vice President, General Counsel and Corporate Secretary

---

• Titles are as of December 31, 2024.

Cboe Global Markets 2025 Proxy Statement 31

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This Compensation Discussion and Analysis section is organized as follows :

Executive Summary	32
Principal Components of 2024 Executive Compensation	32
Performance Affecting Fiscal 2024 Annual Incentive Pay Outcomes	33
Performance Affecting 2022-2024 PSU Pay Outcomes	33
Compensation Governance Practices	33
2024 Business Highlights	34
Executive Compensation Program Practices	35
Compensation Philosophy and Summary	35
Company's Response to Stockholder Vote on Say on Pay	36
Compensation Refinements	37
Executive Compensation Program Governance Cycle	37
Independent Compensation Consultant	38
Peer Group and Comparative Data	38
2024 Elements of Executive Compensation Program	39
Base Salary	39
Annual Incentive	40
Overview	40
2024 Target Annual Incentive Opportunity	40
Annual Incentive Payout Formula and Opportunity	41
Corporate Financial Performance Measures, Goals, and Outcomes	42
Individual Performance	43
DEI Performance	50
Actual Annual Incentive Payouts	51
Long-Term Incentive Plan	51
Overview	51
2024 Grants	51
2024 Special One-Time Grants	53
Mr. Tomczyk's 2023 CEO Appointment Grant	54
2022 PSU Grants Vested	54
Other Executive Compensation Program Considerations	55
Stock Ownership and Holding Guidelines	55
Hedging Policy	55
Pledging Policy	56
Clawback Policies	56
Employee Benefit Plans, Severance, Change in Control, and Employment-Related	57
Tax and Accounting Considerations	57

32 Cboe Global Markets 2025 Proxy Statement

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Executive Summary

Principal Components of 2024 Executive Compensation

Base Salary
Fixed level of cash compensation based on performance, expertise, experience, and market value
Target annual incentive is based on percentage of base salary
Annual Incentive Bonus
Provides variable cash compensation payout opportunities if pre-established EBITDA and net revenue corporate, individual, and DEI performance goals are met over a one- year performance period
Individual performance goals include corporate strategy goals and individual goals tailored to the executive
DEI performance goals include a review of various metrics and an executive's related behaviors and self-assessment
Payout range is 0% to 200% of executive's target bonus opportunity
Long-Term Equity Awards—Restricted Stock Units
Provides compensation in the form of Company shares if 3- year graded service period is met
Aligns interests of our executives with those of our stockholders, encourages retention for executives, and motivates executives to focus on our long-term growth and increase stockholder value
Long-Term Equity Awards—Performance Stock Units
Provides variable compensation in the form of Company shares if pre-established relative total stockholder return ("TSR") and earnings per share ("EPS") goals are met over a 3-year period
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 increase stockholder value
Payout range is 0% to 200% of executive's target number of PSUs

CEO's Target Pay Mix*

at risk

Other NEOs' Target Pay Mix

at risk

---

• In 2023, Mr. Tomczyk received a long-term equity award of Restricted Stock Units for his appointment to

CEO for the reasons set forth below under "Long-Term Incentive Plan—Mr. Tomczyk's 2023 CEO

Appointment Grant". The CEO's target pay mix chart includes a pro rata portion of the long-term equity

grant made to Mr. Tomczyk in 2023 for the remainder of 2023 and for 2024.

Cboe Global Markets 2025 Proxy Statement 33

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Performance Affecting Fiscal 2024 Annual Incentive Pay Outcomes

2024 Net Revenues	2024 Adjusted EBITDA (1)
$2,071 Million	$1,363 Million
●	●
102.6% of Target Achieved	104.2% of Target Achieved

Performance Affecting 2022-2024 PSU Pay Outcomes

3-Year Relative TSR	3-Year Cumulative Adjusted Diluted EPS (1)
83rd Percentile	$23.34
●	●
200.0% of Target PSUs Earned	161.5% of Target PSUs Earned

---

(1) Adjusted earnings before interest, taxes, depreciation, and amortization ("adjusted EBITDA") and 3-year

cumulative adjusted diluted EPS are non-GAAP measures and reconciliations to GAAP measures are

provided in Appendix A.

Compensation Governance Practices

What we do

What we don't do

Mitigate compensation risk Enforce robust mandatory stock ownership and holding guidelines Utilize independent compensation consultant Maintain a Compensation Committee that is composed solely of independent directors Active engagement with stockholders Maintain double trigger change in control provisions in equity awards and for severance benefits in the Executive Severance Plan Apply mandatory and supplemental clawback policies to cash incentive and equity incentive awards for executives Impose maximum caps and limits on short- and long-term incentive award payouts

No hedging of Company stock by executives No pledging of Company stock by executives No payment of tax gross-ups upon a change in control or otherwise No current use of employment contracts No payouts for corporate performance below threshold level No excessive perquisites No guaranteed incentive payments

34 Cboe Global Markets 2025 Proxy Statement

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2024 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 is to build one of the world's largest global derivatives and securities

networks to create value and drive growth by:

1. Fueling growth of the core business in Global Derivatives;

2. Enhancing recurring revenue opportunities through Data Vantage (f/k/a Data and Access Solutions);

3. Harnessing our global network to expand product reach and access;

4. Leveraging our superior technology to drive innovation; and

5. Disciplined allocation of capital and resources to areas where we expect to see the strongest long-term

returns for stockholders.

The following is a brief summary of our 2024 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.

Financial Results

◦ Net revenues of $2,072 million for 2024, up 8% from $1,918 million for 2023.

◦ Diluted EPS of $7.21 for 2024, up 1% from $7.13 for 2023.

Business Results

◦ Achieved record volumes in our options segment:

▪ Total options average daily volume ("ADV") reached an all-time high of contracts traded per

day - the fifth consecutive record-breaking year; and

▪ Cboe's proprietary product suite set several ADV records for the year, including in S&P 500

Index (SPX) options, Cboe Volatility Index (VIX) options, and XSP (Mini-SPX) options.

◦ Launched new products and added new indices, such as:

▪ Cash-settled margin Bitcoin and Ether Futures,

▪ Options on VIX Futures,

▪ Cboe S&P 500 Variance Futures,

▪ Cboe Bitcoin U.S. ETF Index and options thereon, and

▪ U.S. Treasury Market Volatility Index.

◦ Enhanced existing collaborations with S&P Dow Jones Indices with plans to launch the Cboe S&P

500 Constituent Volatility Index, FTSE Russell to drive innovation in digital asset derivatives, and

with MSCI to offer new index options and volatility indices.

◦ Collaborated with a major retail broker to begin offering our index options to their customers and

thereby expanding retail access.

◦ Introduced dedicated cores in our equities markets, which is an optional service for customers to

host their specific order entry ports on their own dedicated CPU cores to help enhance consistency

and improve overall performance for customers.

◦ Introduced a new access architecture in one of our U.S. options markets to help provide customers

greater consistency for quoting and accessing liquidity.

◦ Built out our technology offerings in each of the U.S. and our international markets.

◦ Introduced a central counterparty clearing service for European Securities Financing Transactions.

◦ Continued to expand our geographic footprint with a minority stake in Japannext, the largest PTS in

Japan.

◦ Cboe Australia and Cboe Japan achieved market share records.

◦ Cboe FX achieved a record full year spot average daily notional value, eclipsing last year's record.

Cboe Global Markets 2025 Proxy Statement 35

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◦ Reallocated technology resources from integration efforts to organic revenue opportunities in Cboe

Data Vantage and other business lines.

◦ Realigned digital asset business to leverage its core strengths in derivatives, technology, and

product innovation.

◦ Explored ways to utilize and adopt AI and created an AI Center of Excellence.

We believe that the performance of the Company demonstrates that management is keenly focused on driving

the Company for sustainable long-term growth, while obtaining short-term results. Our business continued to

generate strong cash flows from operations and we were able to return $454 million to stockholders through

dividends and share repurchases while retaining the flexibility to pursue new growth opportunities. To that end,

in 2024:

In keeping with our goal of consistent and sustainable dividend growth, we increased our quarterly

dividend by 15% to $0.63 per share and paid cash dividends of $249 million; and

We repurchased 1.15 million of our outstanding shares of common stock under a share repurchase

program for a total of $204 million.

As a result of these solid results in 2024 and capital allocation decisions, as of December 31, 2024, we

achieved total stockholder returns and compound annual growth rates ("CAGR"), including reinvested

dividends, of approximately:

11% over the past year;

56% over the past three years, a 16% CAGR;

75% over the past five years, a 12% CAGR; and

208% over the past ten years, a 13% CAGR.

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 links a substantial portion of executive

compensation to the achievement of pre-set corporate and individual performance goals.

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 executives on achieving

critical corporate financial and strategic goals, while taking steps to position the business for sustained growth in

financial performance over time.

36 Cboe Global Markets 2025 Proxy Statement

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Our 2024 executive compensation program (other than with respect to Mr. Tomczyk's 2023 long-term equity

award, which was comprised solely of restricted stock units) generally consisted of the following elements, in

addition to retirement, health, and welfare benefits:

Base Salary

Net Revenue

The following charts show the 2024 total target compensation mix for the CEO and the other NEOs as a group.

Annual Incentive

(Bonus)

Long-Term Equity

Awards

Total Pay

Corporate

Performance

Individual

Performance

Adjusted EBITDA

Individual Goals

DEI Performance

DEI Goals

Restricted Stock

Units

Performance Stock

Units

Time-Based

Vesting

Total Stockholder

Return

Earnings Per Share

70%

20%

10 %

50%

50%

25%

25%

The majority of 2024 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 2024 target annual pay opportunities for

their respective roles, does not include special one-time long-term equity awards granted, and includes a pro

rata portion of the long-term equity grant made to Mr. Tomczyk in 2023 for the remainder of 2023 and 2024 .

CEO's Target Pay Mix*

at risk

Other NEOs' Target Pay Mix

at risk

---

• For more information on Mr. Tomczyk's 2023 long-term equity award grant, see "Long-Term Incentive Plan

—Mr. Tomczyk's 2023 CEO Appointment Grant".

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

At the 2024 Annual Meeting of Stockholders, our "say-on-pay" proposal received the support of approximately

84% of the votes cast for approval of our 2023 executive compensation program as disclosed in our 2024 Proxy

Statement, and every year since going public in 2010, we have received over 84% stockholder support of our

executive compensation programs.

The Compensation Committee has reviewed the results of the stockholder vote on our 2023 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

Cboe Global Markets 2025 Proxy Statement 37

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alignment with stockholder interests. In addition, the Compensation Committee has determined that the vote

result and stockholder engagement did not warrant any large-scale changes to our executive compensation

program; however, as discussed below, the Compensation Committee continues to take steps to help ensure

our compensation practices remain aligned with best practices and stockholder interests. See "Corporate

Governance—Stockholder Engagement" for more information about our stockholder outreach.

Compensation Refinements

In late 2023 and in 2024, t he Compensation Committee approved two important refinements to our

compensation programs: (i) new equity awards will impose additional requirements for continued vesting upon

an employee's qualified retirement and (ii) cash and equity incentive awards will be subject to a new

supplemental discretionary clawback policy.

In connection with the grants of new equity awards starting in 2024, the new award agreements impose a new

6-months' advance notice requirement prior to a retirement in order to be eligible for continued vesting upon an

employee's qualified retirement. More specifically, the award agreements provide that in the event of a

participant's retirement and the submission of prior 6-months' notice and satisfaction of other requirements, all

unvested outstanding RSUs and a pro-rata portion of unvested outstanding PSUs will remain outstanding and

be distributed in accordance with the award's original vesting and settlement schedule, even after the applicable

retirement date. Retirement eligibility will require, in addition to attaining 55 years of age and 10 years of

continuous service, submission of 6 months of advanced written notice of a retirement and submission,

approval, and satisfactory completion of a transition plan. These changes were made to help promote more

orderly transitions of employees, increase the retentive benefits of our equity awards (including for retirement

eligible employees), and to better align the interests of our employees with our long-term business strategy and

our stockholders as well as with market practice.

Effective December 18, 2024, we adopted a supplemental discretionary clawback policy that provides following

a covered event, the Compensation Committee may, in its sole discretion, recover up to 100% of the cash

(excluding base salary, commissions, and other qualified retirement benefits) and equity compensation

(including time and performance based equity grants) received by current and former executive officers and

other executive vice presidents. Covered events include engaging, after the effective date, (i) in any breach of

any restrictive covenants owed to the Company or (ii) in any conduct that is or could be grounds for termination

for cause. The supplemental discretionary clawback policy is in addition to our mandatory clawback policy which

requires recoupment of excess incentive compensation due to a financial restatement. For more information on

the supplemental discretionary clawback policy and the mandatory clawback policy, see "Other Executive

Compensation Program Considerations—Clawbacks".

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 2024.

The Compensation Committee either approves or makes recommendations to the Board regarding

compensation related decisions. Mr. Tomczyk and Ms. Griebenow generally attended portions of the 2024

meetings of the Compensation Committee to provide information and assistance, other than when the

Compensation Committee discussed the respective executive's compensation.

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While specific topics may vary from meeting to meeting and quarter to quarter, the following illustration

describes the general annual cycle of the Board's and Compensation Committee's activities.

Q1

• For prior service year:

• Review company and PSU performance

• Evaluate individual and DEI performance

• Determine incentive payment amounts

• Approve CD&A and Compensation Committee Report

• For current service year:

• Finalize base salary and target annual incentive opportunity

• Finalize amounts, structure, mix and equity performance goals

• Finalize corporate strategic, individual, and DEI goals

• Approve non-employee director compensation

• Discuss investor outreach, including executive compensation

feedback

Independent Compensation Consultant

Q3

• Review proxy advisory firm feedback

• Evaluate independence of compensation consultant

• Assess any potential risks arising from compensation policies and

practices

• Executive succession planning

• Conduct Compensation Committee annual self-assessment

Q4

• Review year-to-date company and PSU performance

• Discuss potential structure, mix and equity

performance goals

• Discuss potential corporate strategic, individual, and

DEI goals

Q2

• Determine peer group composition

• Review stock ownership and holding levels

• Review stockholder vote on "say-on-pay" proposal

• Approve non-employee director equity awards

For 2024, 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.

Peer Group and Comparative Data

For 2024 compensation decisions, the Compensation Committee considered competitive market data derived

from a 21-company custom peer group and an executive compensation survey published by a third party that

solely covered exchange holding companies, financial services firms, and technology-focused companies of

similar size to Cboe.

The 21-company custom peer group was composed of exchange holding companies, financial services firms,

and technology-focused companies with corporate profiles similar to ours. The Company's annual revenue fell

Cboe Global Markets 2025 Proxy Statement 39

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near the median of the peer group and the 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 and the executive

compensation survey as points of reference, rather than as the sole determining factor in setting compensation

for our NEOs.

Peer Group
Akamai Technologies, Inc.	LPL Financial Holdings Inc.
Broadridge Financial Solutions, Inc.	MarketAxess Holdings Inc.
CME Group Inc.	MSCI Inc.
Deutsche Borse AG	Nasdaq, Inc.
Equifax Inc.	SEI Investments Company
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.
London Stock Exchange Group plc

Following the 2024 compensation decisions, the Compensation Committe e 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 in 2024, removing Synopsys, Inc. following its recent acquisitions

activity because it no longer had a corporate profile similar to ours. The change decreased the number of peers

from 21 to 20 companies. With respect to the updated peer group, the Company's annual revenue and number

of employees fell below the median of the peer group and the market capitalization fell near the median of the

peer group.

2024 Elements of Executive Compensation Program

Base Salary

The base salary for our NEOs is designed to be part of a competitive total compensation package when

compared to our peer group. Base salary provides our NEOs 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 and

an executive compensation survey, the Compensation Committee also considered for each NEO the following

factors:

Position,	Individual performance,
Experience,	Potential to influence our future success, and
Industry specific knowledge,	Total compensation.
Level of responsibility,

For 2024, the Compensation Committee approved or made recommendations to the Board regarding the base

salaries for each of the NEOs, with input in part from Mr. Tomczyk regarding the individual performances of

40 Cboe Global Markets 2025 Proxy Statement

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Messrs. Howson, Isaacson, Sexton and Ms. Griebenow. Below are the annualized base salary amounts at

December 31, 2024 and 2023 for the NEOs and the aggregate percent change.

Named Executive Officer	2023 Base Salary (1)	2024 Base Salary (1)	Percent Change
Fredric J. Tomczyk	$ 1,000	$ 1,000	— %
Jill M. Griebenow (2)	$ 500	$ 500	— %
David Howson	$ 625	$ 625	— %
Christopher A. Isaacson	$ 650	$ 650	— %
Patrick Sexton (3)	$ 430	$ 450	5 %

---

(1) In thousands.

(2) Ms. Griebenow's 2023 base salary from January 1, 2023 through February 28, 2023 was a pro rata portion

of $350,000, March 1, 2023 through July 9, 2023 was a pro rata portion of $374,500, and then from July 10,

2023 through December 31, 2023 was a pro rata portion of $500,000.

(3) Mr. Sexton's 2023 base salary from January 1, 2023 through February 28, 2023 was a pro rata portion of

$415,000 and then from March 1, 2023 through December 31, 2023 was a pro rata portion of $430,000. Mr.

Sexton's 2024 base salary from January 1, 2024 through February 29, 2024 was a pro rata portion of

$430,000, and then from March 1, 2024 through December 31, 2024 was a pro rata portion of $450,000.

The base salary for Mr. Sexton increased due to his assumption of additional responsibilities and to align

compensation more closely with comparative market data.

Annual Incentive

Overview. The annual incentive, or bonus, component of the total compensation package paid to our NEOs is

designed to reward the achievement of key corporate and individual performance goals that drive our annual

operating and financial results.

The Compensation Committee established a target annual incentive opportunity for each of the NEOs by

considering market benchmark data derived from our peer group and an executive compensation survey, and

separately by considering the following factors:

Position,	Individual performance,
Experience,	Potential to influence our future success, and
Industry specific knowledge,	Total compensation.
Level of responsibility,

2024 Target Annual Incentive Opportunity. The table below shows each NEO's 2023 and 2024 target annual

incentive opportunity, shown as a percentage of salary, and the change in percentage points.

Named Executive Officer	2023 Target Annual Incentive Opportunity as Percentage of Base Salary	2024 Target Annual Incentive Opportunity as Percentage of Base Salary	Change in Percentage Points
Fredric J. Tomczyk	165 %	165 %	— pts
Jill M. Griebenow (1)	120 %	130 %	10 pts
David Howson (2)	135 %	150 %	15 pts
Christopher A. Isaacson	150 %	150 %	— pts
Patrick Sexton	120 %	120 %	— pts

---

(1) Ms. Griebenow's 2023 target annual incentive opportunity from January 1, 2023 through July 9, 2023 was

60% of her base salary, and then from July 10, 2023 through December 31, 2023 was 120% of her base

Cboe Global Markets 2025 Proxy Statement 41

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salary. Ms. Griebenow was appointed Chief Financial Officer effective July 10, 2023, prior to which she held

the title of Chief Accounting Officer. The increase in annual incentive opportunity in 2023 was in connection

with Ms. Griebenow's promotion.

Ms. Griebenow's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024

was 120% of her base salary, and then from March 1, 2024 through December 31, 2024 was 130% of her

base salary.

(2) Mr. Howson's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024

was 135% of his base salary, and then from March 1, 2024 through December 31, 2024 was 150% of his

base salary.

The target annual incentive opportunity for Ms. Griebenow and Mr. Howson increased due to their assumption

of additional responsibilities and to align compensation more closely with comparative 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.

Annual Incentive Payout Formula and Opportunity. The following is a graphical depiction showing the

formula used for determining annual incentive bonus payouts.

Base Salary

Target

Incentive

Percentage

Opportunity

Percentage

of Target

Incentive

Earned

Annual

Incentive

Payout

Weighted Sum of Percentage

Payouts of Target for Corporate,

Individual, and DEI Metrics

Metric

Weighting

Percentage

Payout of

Target for

each Metric

For the 2024 annual incentive plan the Compensation Committee approved three types of performance metrics:

(i) corporate financial performance metrics (weighted 70%), (ii) individual performance metrics (weighted 20%),

and (iii) DEI performance metrics (weighted 10%). The Compensation Committee established goals at

threshold, target, and maximum performance levels with respect to the corporate financial performance metrics.

However, given the nature of the individual and DEI performance metrics, the Compensation Committee did not

set a range of individual and DEI performance levels. Rather, the Compensation Committee determined each

NEO's payout based on the assessment of the executive officer's actual performance measured against pre-

established individual and DEI performance goals, which are set forth in further detail below. In general,

changes to base salary and target annual incentive opportunity are effective March 1, 2024.

42 Cboe Global Markets 2025 Proxy Statement

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The Company will pay no annual incentive bonus to a named executive officer with respect to a corporate

financial metric, if the actual performance for such corporate financial metric is below threshold. The following

chart shows the bonus payout opportunity for each NEO at various performance levels .

Named Executive Officer	Base Salary (1)	Target Annual Incentive Opportunity as Percentage of Base Salary	Annual Incentive Payout Opportunity (1) — Threshold	Target	Maximum
Fredric J. Tomczyk	$ 1,000	165 %	$ 289	$ 1,650	$ 3,300
Jill M. Griebenow (2)	$ 500	See note 2	$ 112	$ 642	$ 1,283
David Howson (3)	$ 625	See note 3	$ 161	$ 922	$ 1,844
Christopher A. Isaacson	$ 650	150 %	$ 171	$ 975	$ 1,950
Patrick Sexton (4)	See note 4	120 %	$ 94	$ 536	$ 1,072

---

(1) In thousands.

(2) Ms. Griebenow's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024

was 120% of her base salary, and then from March 1, 2024 through December 31, 2024 was 130% of her

base salary.

(3) Mr. Howson's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024

was 135% of his base salary, and then from March 1, 2024 through December 31, 2024 was 150% of his

base salary.

(4) Mr. Sexton's 2024 base salary from January 1, 2024 through February 29, 2024 was a pro rata portion of

$430,000, and then from March 1, 2024 through December 31, 2024 was a pro rata portion of $450,000.

Corporate Financial Performance Measures, Goals , and Outcomes . For the 2024 annual incentive plan, the

Compensation Committee approved the following corporate financial performance metrics for Messrs. Tomczyk,

Howson, Isaacson, and Sexton and Ms. Griebenow: (i) corporate-wide net revenue (weighted 30%) and (ii)

corporate-wide adjusted EBITDA (weighted 40%). These performance metrics, in the aggregate, are weighted

70% of each NEO's target annual incentive opportunity.

The Compensation Committee approved the corporate financial performance metrics for the NEOs for the

following reasons:

To align the interests of our executives with stockholders,

To focus our executives on long-term growth by continuing to increase our revenue and earnings by

increasing volumes in our products, and

To allocate a larger weighting to adjusted EBITDA growth rather than to revenue growth because

executives are able to influence adjusted EBITDA growth to a greater degree than revenue growth.

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 NEO, the table below shows the corporate performance metric threshold, target, and maximum goals,

actual performances and percentage payouts of target for 2024. The table below also shows each officer's 2024

Percentage Payout of Target based on achieved performance.

Performance Metrics	Weighting	Threshold*	Target*	Maximum*	Actual*	Percentage Payout of Target
Net Revenue	30%	$ 1,818	$ 2,020	$ 2,222	$ 2,071	126.0%
Adjusted EBITDA (1)	40%	$ 1,112	$ 1,308	$ 1,505	$ 1,363	128.0%

---

• In millions.

Cboe Global Markets 2025 Proxy Statement 43

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(1) Adjusted EBITDA for the Company is a non-GAAP measure used by the Company and a reconciliation of

actual performance to a GAAP measure is provided in Appendix A.

The achievement of net revenue and adjusted EBITDA are measured as of December 31, 2024. The target

2024 net revenue and adjusted EBITDA projections were presented to and reviewed by the Board as part of the

Company's annual budgeting process. Adjustments to the target corporate-wide adjusted EBITDA projections

was further reviewed in February 2025 by the Board. The adjusted EBITDA projection for the Company

excludes the performance of our minority investments, such as 7Ridge Fund (which owns Trading

Technologies), since earnings related to these investments do not reflect actual corporate performance. In

February 2025, the Board approved the actual performances of the corporate-wide net revenue and corporate-

wide adjusted EBITDA.

Individual Performance. For the 2024 annual incentive plan, individual performance goals comprised 20% of

each NEO'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 NEO.

In 2024, with respect to each NEO, the Compensation Committee set the following corporate strategic goals

and considered, among other items, the following achieved performance in 2024:

Goal	Performance
Create World-Class Employee Experience Continuously enhance our employee experience through culture, ethics and communications to achieve satisfaction, engagement, career development, inclusion and retention	• Regular communications with employees, such as townhalls, weekly letters, and fireside chats • Completed and analyzed employee engagement and pulse surveys, while keeping similar engagement scores • Launched new employee resource groups and increased engagement and participation in such groups • Introduced a new performance management program • Emphasized the importance of employee mental health • Held routine succession planning meetings to determine appropriate talent pipeline • Named best place to work by third parties
Focus on Client Driven Solutions Listen to our customers to develop and deploy smart, innovative products and services to address their needs and support efficient markets Invest in and measure organic growth initiatives	• Completed projects across all business lines to deliver client driven solutions • Grew client meetings, penetration, and contacts and broadened targeted content delivery campaigns • Grew the client coordination model and initiated the cross sell initiative • Reported quarterly on organic growth of businesses • Provided world class education on our products through conferences, including a Risk Management Conference in Utah

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Expand & Enhance Global Derivatives Offering Drive market innovation, transparent liquidity and risk-transfer solutions across our exchanges and clearing houses, while broadening access to more global participants	• Launched new products and indices such as cash-settled margin Bitcoin and Ether Futures, Options on VIX Futures, Cboe S&P 500 Variance Futures, Cboe Bitcoin U.S. ETF Index and options thereon, and US Treasury Market Volatility Index • Unified derivatives business lines to integrate Cboe Labs, Cboe Options Institute, and Cboe European Derivatives into a single global business unit • Asia Pacific expansion plan developed and commenced • Made wide range of functionality, market structure, and technology improvements across options and futures • Invested in enhancements to market intelligence group and education • Expanded FLEX options functionality
Expand Global Data Vantage Footprint Grow non-transaction revenue globally Be on the forefront of data content, index and analytics product creation and distribution to support greater customer insights and decision making throughout the trade lifecycle	• Established new branding to change Data and Access Solutions to Data Vantage • Successfully restructured Data Vantage team • Simplified RMA products, added new market data feeds, and rolled out new time stamping service • Continued expansion of Cboe Global Cloud and increase in distribution of Cboe data
Deliver Leading-Edge Technology Deliver trusted, best-in-class global securities platforms with greater access and distribution Refine the data platform strategy to maximize the value of our data Delight customers with continuous improvement, insights and superior service Leverage advances in technology to enhance productivity, competitiveness and customer loyalty	• Created new Cboe Titanium brand for Cboe technology platform • Defined and executed against new technology initiatives, such as scaling our technology platform, decreasing latency, increasing cybersecurity preparedness, and enhancing functionality in a globally consistent, locally optimized manner • 100% uptime across 25 of our 27 markets in 2024 and greater than 99.9% uptime across our markets globally • Rolled out dedicated cores in equity markets and new options access architecture • Successfully completed Cboe Canada migration in early 2025 • Continued to explore ways to utilize and adopt AI and created an AI Center of Excellence • Supported the listing of new options classes, new products, new order types, and market enhancements

The Compensation Committee received input from Mr. Tomczyk regarding the individual performances and

recommendations regarding incentive compensation of the executive officers (other than himself), including

Messrs. Howson, Isaacson, and Sexton and Ms. Griebenow. The Compensation Committee, with input from the

Board, also evaluated the individual performance of Mr. Tomczyk. More specifically, with respect to Messrs.

Tomczyk, Howson, and Isaacson and Ms. Griebenow, the Compensation Committee set the following individual

goals and considered, among other items, the following achieved performance in 2024.

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The table below shows Mr. Tomczyk's individual goals and achieved performance highlights in 2024.

Goal	Performance
Manage the Company and its affiliates to achieve the corporate strategic goals listed above	• As discussed above and in "2024 Business Highlights", overall, substantially performed on targeted 2024 strategic goals
Manage global internal and external communications with the investment community, government, regulators and the public to promote integrity of the markets and confidence in our innovation superiority and products	• Managed and stabilized employee and senior management team retentions and transitions • Engaged with customers and stockholders at investor and industry conferences, and by participating in informational fireside chats, conducting investor road shows, and hosting meetings • Met with global government officials, lawmakers, and regulators • Refocused investor relations messaging on the long term
Manage business continuity with scalable, efficient growth across global footprint	• Global technology platform stability • Rolled out dedicated cores and new options access architecture • Continued exploration of emerging technologies, such as AI and setting up an AI center of excellence • Progressed on cyber security preparedness, including holding management and board cyber security tabletop exercises
Sharpen our strategy with a greater focus on organic growth leveraging our global securities platform Outline the role of inorganic investments in the execution of our overall strategy	• Reviewed and revised the Company's long-term strategy with Board of Directors and senior leadership team • Stabilized the Company's EBITDA margins • Communicated sharpened strategic focus with stockholders and employees • Developed and implemented a more robust and disciplined approach to capital allocation • Refocused the role of inorganic investments
Execute on Cboe environmental goals	• Purchased renewable energy credits to help address our nonrenewable emissions for our offices • Piloted new energy efficient technology in our offices • Collaborated with our third party vendors to help reduce energy emissions • Released updated and enhanced impact report

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Execute on and advance Cboe's employee related aspirations	• Held trainings to help promote integrity, inclusivity and ethical conduct • Employees are encouraged to support a culture of inclusion • Launched two additional employee resource groups • Reviewed and tracked relevant metrics, including related to new hires, promotions and retentions • Sustained a high level of employee inclusivity engagement score
Develop a succession plan for both an unexpected and an orderly succession and take the steps necessary to implement	• Held succession planning meetings with Compensation Committee and Board • Held succession planning meetings to determine appropriate talent pipeline and retention risk • Refining and developing a successor talent bench across critical positions

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The table below shows Mr. Howson's individual goals and achieved performance highlights in 2024.

Goal	Performance
Manage the Company and its affiliates to achieve the corporate strategic goals listed above	• As discussed above and in "2024 Business Highlights", overall, substantially performed on targeted 2024 strategic goals
Manage global internal and external communications with the investment community, government, regulators and the public to promote integrity of the markets and confidence in our innovation superiority and products	• Engaged with customers and stockholders at investor and industry conferences, and by participating in informational fireside chats, conducting investor road shows, and hosting meetings • Met with global government officials, lawmakers, and regulators • Continued open dialogue with customers, investors, and strategic partners • Continued board leadership and governance at Cboe Global Markets and its subsidiaries
Manage development and execution of customer led innovations and solutions across business lines	• Successfully hosted leadership and business line summits • Led long range planning and strategic alignment initiatives • Continued growth and expansion of global client coordination model and cross-selling
Sharpen our strategy with a greater focus on organic growth leveraging our global securities platform Outline the role of inorganic investments in the execution of our overall strategy	• Reviewed the Company's long-term strategy with Board of Directors and senior leadership team • Communicated sharpened strategic focus with stockholders and employees • Successfully exited the spot crypto business to focus on digital derivatives • Helped increase financial rigor through development of appropriate metrics and continued budget review • Focused on global growth through cross-geography ecosystems and launching APAC import/export growth plan • Reviewed a more focused group of potential inorganic targets and managed minority investments in alignment with corporate strategy

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Ensure recruitment, retention and rewarding of diverse, top performing talent and institutional knowledge by driving overall engagement and innovation

• Continued to maintain high employee retention and engagement, despite competitive job market and leadership transitions • Held routine succession planning meetings to determine appropriate talent pipeline, including focus on recruitment and retention of key talent throughout 2024 • Fostered a long-term growth mindset through innovation and employee engagement • Unified derivatives business lines to integrate Cboe Labs, Cboe Options Institute, and Cboe European Derivatives into a single global business unit • Successfully implemented multiple leadership transitions

Execute on and advance Cboe's employee related aspirations

• Helped promote integrity, inclusivity and ethical conduct • Actively participated in employee resource groups and mentorship program • Reviewed and tracked relevant metrics, including related to new hires, promotions and retentions • Sustained a high level of employee engagement score

The table below shows Mr. Isaacson's individual goals and achieved performance highlights in 2024.

Goal	Performance
Manage the Company and its affiliates to achieve the corporate strategic goals listed above	• As discussed above and in "2024 Business Highlights", overall, substantially performed on targeted 2024 strategic goals
Manage global internal and external communications with the investment community, government, regulators and the public to promote integrity of the markets and confidence in our innovation superiority and products	• Engaged with stockholders at investor and industry conferences, and by participating in informational fireside chats, conducting investor road shows, and hosting meetings • Continued open dialogue with customers, investors, and regulators • Successfully hosted client and Cboe technology summits • Continued board leadership and governance at Cboe Global Markets and its subsidiaries
Manage the operation of the Company and its affiliates to ensure resilient, efficient, and innovative service at a competitive cost Maintain best in class platforms with a high level of performance, availability, and resilience while driving innovation, organic initiatives, and merger and acquisition integrations	• Improved EBITDA margins year over year • Introduced dedicated cores in our equities markets • Successfully drove and implemented new options access architecture • Weekly software releases continued across our platforms, executing against strategic technology roadmap • 100% uptime across 25 of our 27 markets in 2024 and greater than 99.9% uptime across all our markets globally • Continued exploration of emerging technologies, such as AI and setting up an AI center of excellence • Supported global business lines' introductions of a wide range of differentiated new features, offerings, and market structure changes in a globally consistent, locally optimized manner • Prudent expense growth and monitoring to help fuel revenue growth

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Sharpen our strategy with a greater focus on organic growth leveraging our global securities platform Outline the role of inorganic investments in the execution of our overall strategy	• Reviewed the Company's long-term strategy with Board of Directors and senior leadership team • Communicated sharpened strategic focus with stockholders and employees • Developed and communicated internally technology strategy and key principles • Improved resource tracking and allocation • Continued to drive technology • Reviewed potential inorganic targets and minority investments in alignment with corporate strategy
Assess risks to the Company and ensure they are monitored and minimized	• Reviewed and analyzed enterprise risk management program and key risk indicators on a periodic basis with key Company leaders and the Risk Committee • Progressed on cyber security preparedness and resilience, including holding cyber security tabletop exercises • Implemented additional metrics that are updated on a recurring basis to help inform our risk profile • Monitored and planned for global capacity to handle most volatile times
Ensure recruitment, retention and rewarding of diverse, top performing talent and institutional knowledge by driving overall engagement and innovation, including during integration of any mergers and acquisitions	• Continued to maintain high employee retention and engagement, despite competitive job market and leadership transitions • Continued to lead leadership development program • Held routine succession planning meetings to determine appropriate talent pipeline, including focus on recruitment and retention of key talent throughout 2024 • Successfully implemented multiple leadership transitions • Extensive coaching and engagement with team members to help with development and retention
Execute on and advance Cboe's employee related aspirations	• Helped promote integrity, inclusivity and ethical conduct • Actively participated in employee resource groups, mentorship program, and women in technology and operations groups • Reviewed and tracked relevant metrics, including related to new hires, promotions and retentions • Sustained a high level of employee engagement scores

The table below shows Ms. Griebenow's individual goals and achieved performance highlights in 2024.

Goal	Performance
Manage the Company and its affiliates to achieve the corporate strategic goals listed above	• As discussed above and in "2024 Business Highlights", overall, substantially performed on targeted 2024 strategic goals
Manage the financial and administrative functions of Cboe and its affiliates	• Continued timely and accurate financial reporting • Enhanced control framework • Standardized new business initiative evaluations and internal financial reporting • Completed sale of former headquarters and leading the build out of new office space in Kansas

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Effective communication with investment (equity and credit) community, and the public to articulate investment thesis, strategic priorities, capital allocation approach and key performance metrics	• Engaged with stockholders at investor and industry conferences, and by participating in informational fireside chats, conducting investor road shows, and hosting meetings • Continued open dialogue with customers and investors • Maintained strong relationships with banking syndicate group and rating agencies
Sharpen our strategy with a greater focus on organic growth leveraging our global securities platform Outline the role of inorganic investments in the execution of our overall strategy	• Reviewed the Company's long-term strategy with Board of Directors and senior leadership team • Communicated sharpened strategic focus with stockholders and employees • Helping to increase financial rigor through building out an enhanced framework
Ensure recruitment, retention and rewarding of diverse, top performing talent and institutional knowledge by driving overall engagement and innovation	• Continued to maintain high employee retention and engagement, despite competitive job market and leadership transitions • Held routine succession planning meetings to determine appropriate talent pipeline, including focus on recruitment and retention of key talent throughout 2024 • Successfully implemented multiple leadership transitions • Hosted a finance leadership summit to help foster global finance alignment and identify areas of opportunity • Served as executive sponsor for a new company-wide leadership group
Execute on Cboe's employee related aspirations	• Helped promote integrity, inclusivity and ethical conduct • Actively participated in employee resource groups, mentorship programs, Cboe's Charity Board, and Cboe Empowers • Reviewed and tracked relevant metrics, including related to new hires, promotions and retentions • Sustained a high level of employee engagement scores

In addition to contributions to corporate performance, in determining the achievement of NEOs' 2024

performance, the Compensation Committee considered the following individual contributions:

Mr. Sexton: As discussed above and in "2024 Business Highlights", overall, substantially performed on

targeted 2024 strategic goals; supported business growth initiatives by navigating global regulatory

frameworks to assist the Company in offering new products and features; maintained existing regulatory

relationships; supported control functions; supported cyber security preparedness; developed

succession plans and cross training; globalized the legal function; oversaw successful leadership

transitions; defended Cboe's positions; reviewed and tracked relevant metrics, including related to new

hires, promotions and retentions; and actively participated in employee resource groups and community

programs.

Based on, among other items, the above performances, the performance of each NEO and the business unit(s)

or function(s) under his or her leadership, input from Mr. Tomczyk regarding performances (other than himself),

and its deliberations, the Compensation Committee and the Board of Directors, as applicable, determined the

payout percentage for individual performance of each NEO's target annual incentive award opportunity. Such

individual performance payouts ranged from 109% to 128% of target.

DEI Performance. For the 2024 annual incentive plan, the DEI performance goal comprised 10% of each

NEO's target annual incentive opportunity. DEI performance was evaluated on overall Cboe performance and

the NEO's performance related to their functions of responsibility. This evaluation included, among other items,

a review of progress towards corporate social impact aspirations, engagement scores, and the related NEOs'

behaviors and self-assessments. Following the evaluation of these items, the Compensation Committee

determined the payout percentage of target annual incentive award opportunity for DEI performance for each

NEO.

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The Compensation Committee considered, among other items, the following achieved performance:

Engaged in recruiting efforts to increase pool of qualified candidates reflective of the populations from

which the Company recruits, while ensuring that employment decisions are based purely on merit and

made without consideration of any protected characteristics;

Continued to champion employee well being for all employees;

Completed and analyzed employee engagement and pulse surveys;

Increased number of employee resource groups and their engagement; and

Each NEO's leadership or sponsorship of employee resource groups and other charitable and

community programs.

Based on input from Mr. Tomczyk regarding each NEO's performance (other than himself), and their respective

evaluations, the Compensation Committee and the Board, as applicable, determined the payout percentage for

DEI performance of each NEO's target annual incentive award opportunity. The individual DEI performance

payouts ranged from 105% to 138% of target.

Actual Annual Incentive Payouts. For 2024, the following table shows the combined payout percentage for

corporate, individual, and DEI performance of each NEO's target annual incentive award opportunity. The "Non-

Equity Incentive Plan Compensation" column of the Summary Compensation Table ("SCT") below reflects

amounts paid under the annual incentive plan.

Named Executive Officer	2024 Target Annual Incentive Opportunity as Percentage of Base Salary	2024 Percentage Payout of Target Incentive Opportunity
Fredric J. Tomczyk	165%	127%
Jill M. Griebenow (1)	130%	125%
David Howson (2)	150%	123%
Christopher A. Isaacson	150%	124%
Patrick Sexton	120%	124%

---

(1) Ms. Griebenow's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024

was 120% of her base salary, and then from March 1, 2024 through December 31, 2024 was 130% of her

base salary.

(2) Mr. Howson's 2024 target annual incentive opportunity from January 1, 2024 through February 29, 2024

was 135% of his base salary, and then from March 1, 2024 through December 31, 2024 was 150% of his

base salary.

Long-Term Incentive Plan

Overview. The Compensation Committee strongly believes that a stock ownership culture enhances our long-

term success. We have adopted the Second Amended and Restated Long-Term Incentive Plan, which was

approved by stockholders at the 2016 Annual Meeting of Stockholders. Under the plan, the Compensation

Committee may grant equity or cash awards, including restricted stock, RSUs, and options. Stock options were

not featured in our long-term incentive program in 2024.

The Compensation Committee believes that equity awards assist us in meeting the following goals:

Aligning the financial interests of our executive officers with the interests of our stockholders;

Aligning our executive compensation with that of our peers in terms of components and value;

Providing competitive compensation to assist in retaining highly skilled and qualified executives; and

Providing strong retentive value and linking the ultimate value of the award to our future stock price.

2024 Grants. Other than for Mr. Tomczyk, the Compensation Committee set each NEO's 2024 target long-term

incentive value following a review of comparative peer group and executive compensation survey market data

and individual performance. Once the Compensation Committee set the target long-term incentive value for

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each NEO (other than Mr. Tomczyk), one-half of the target value was granted in the form of time-based RSUs

and one-half of the target value was granted in the form of PSUs.

Described below are the equity awards granted to each NEO in 2024, other than Mr. Tomczyk. As discussed in

more detail below, Mr. Tomczyk received an equity grant in October 2023, in connection with his appointment to

CEO that was intended to cover 2023 and 2024 fiscal years. No equity was granted to Mr. Tomczyk in 2024.

Time-Based Restricted Stock Units. Time-based RSUs comprise 50% of each NEO's 2024 total

target long-term incentive award value. These RSUs are subject to a 3 year vesting period, with one-

third of the RSUs vesting on each of the first, second, and third anniversaries of the grant date. The

vesting of these awards is not subject to performance conditions. The Compensation Committee

granted time-based RSUs to align the interests of management with those of our stockholders and to

provide a retention incentive.

Performance-Based Restricted Stock Units. PSUs comprise the remaining 50% of each NEO's 2024

total target long-term incentive award value. As described below, one-half of PSU grants are subject to

the achievement of Company TSR measured against pre-determined relative performance goals and

one-half of PSU grants are subject to the achievement of EPS measured against pre-determined

performance goals, both over a 3 year performance period. The PSU grants cliff-vest following the

completion of the 3 year performance period, to the extent performance goals are achieved.

◦ Performance-Based Restricted Stock Units subject to Relative Total Stockholder Return

("PSUs-TSR"). 25% of the 2024 total target long-term incentive award value is subject to the

achievement of Company TSR measured against pre-determined relative performance goals over a

3 year performance period. The number of PSUs-TSR that will vest at the end of the 3 year

performance period will vary from 0% to 200% of the target number of PSUs-TSR granted to each

NEO, based on our TSR relative to the TSR for the S&P 500 Index during the 3 year performance

period. We calculate TSR as the increase in our stock price over the performance period plus

reinvested dividends, divided by the stock price at the beginning of the performance period.

The Compensation Committee selected the relative TSR performance metric to incent management

to increase TSR for the benefit of stockholders, and believes that tying a portion of each executive's

compensation to TSR compared to a broad index encourages management to generate superior

returns.

◦ Performance-Based Restricted Stock Units subject to Earnings Per Share ("PSUs-EPS").

25% of the 2024 total target long-term incentive award value is subject to the achievement of

cumulative adjusted diluted EPS measured against pre-determined performance goals over a 3

year performance period. The number of PSUs-EPS that will vest at the end of the 3 year

performance period will vary from 0% to 200% of the target number of PSUs-EPS granted to each

NEO, based on our cumulative adjusted diluted EPS during the 3 year performance period, as

adjusted for certain extraordinary, unusual or non-recurring items.

The Compensation Committee selected the cumulative adjusted diluted EPS performance metric to

encourage management to continue growing the business and increasing trading and listings on

our exchanges. Because of the operating leverage inherent in our business, the Compensation

Committee believes that EPS growth over the next 3 years is an appropriate performance measure

for these awards.

PSUs-TSR and PSUs-EPS are equally weighted to encourage management to maintain an equal focus on

enhancing Company TSR and profitably grow the Company to increase EPS.

For each vested RSU or PSU, the NEO will receive one share of our common stock. To receive shares earned

under RSUs and PSUs, an NEO generally must be continuously employed during the applicable service period

or performance period. Vesting of RSUs and PSUs will be accelerated in the event of a change in control

followed by a qualified termination or in the event of a participant's earlier death or disability. Upon a qualified

retirement, all unvested outstanding RSUs will continue to vest and be settled in the normal course and a pro-

rata portion of unvested outstanding PSUs will vest based on achieved performance over the applicable

performance period and be settled in the normal course.

Please see above "Executive Compensation Program Practices—Compensation Refinements" for a discussion

of recent updates to retirement provisions in RSUs and PSUs.

2024 Time-Based RSU Grants. The following table shows the target equity award value and number of time-

based RSUs that were granted to each NEO on February 19, 2024. The target equity award value and the

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closing share price on February 19, 2024 were used to calculate the number of RSUs that were granted on

February 19, 2024. Mr. Tomczyk did not receive an RSU grant in 2024.

Named Executive Officer	# of RSUs	Target Value of RSUs
Jill M. Griebenow	4,955	$ 925,000
David Howson	9,207	$ 1,718,750
Christopher A. Isaacson	5,022	$ 937,500
Patrick Sexton	2,706	$ 505,000

2024 Performance-Based RSU Grants. The following table shows the target equity award value and number

of PSUs (tied to TSR and EPS performance) that were granted to each NEO on February 19, 2024 and the

number of PSUs that would be paid at achievement of threshold, target, and maximum performance goals. The

target equity award value and the closing share price on February 19, 2024 were used to calculate the number

of PSUs that were granted on February 19, 2024. Mr. Tomczyk did not receive any PSU awards in 2024.

Named Executive Officer	Performance Metric	# of PSUs — Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)	Target Value of PSUs
Jill M. Griebenow	2024-2026 TSR	1,239	2,478	4,956	$ 462,500
	2024-2026 EPS	1,239	2,478	4,956	$ 462,500
David Howson	2024-2026 TSR	2,302	4,604	9,208	$ 859,375
	2024-2026 EPS	2,302	4,604	9,208	$ 859,375
Christopher A. Isaacson	2024-2026 TSR	1,256	2,511	5,022	$ 468,750
	2024-2026 EPS	1,256	2,511	5,022	$ 468,750
Patrick Sexton	2024-2026 TSR	677	1,353	2,706	$ 252,500
	2024-2026 EPS	677	1,353	2,706	$ 252,500

The following table displays the threshold, target, and maximum performance goals for the PSU awards granted

in 2024, measured over the performance period beginning on January 1, 2024 and ending on December 31,

	Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)
Relative TSR Compared to S&P 500	25th Percentile	50th Percentile	75th Percentile
Cumulative Adjusted Diluted EPS	$25.82	$28.40	$31.15

For performance levels that fall between the goals shown above, the percentage of PSUs that vest will be

determined by straight line interpolation, provided that no PSUs will vest if the performance does not equal or

exceed the threshold amount.

2024 Special One-Time Grants . During February 2024, the Compensation Committee and the Board, as

applicable, granted special one-time equity awards ("Special Grants") to the NEOs (other than Mr. Tomczyk) to

further align their interests with stockholders and provide additional retention incentive in light of the executive

transitions that occurred in 2023 and a desire to help to provide for stability during the period following those

transitions. The Compensation Committee reviewed market benchmark data derived from our peer group and

executive compensation survey source to determine the value of the Special Grants.

The Special Grants were granted on February 19, 2024 and were equally split between (i) time-based RSUs

that will cliff-vest in full on February 19, 2027, subject to continuous employment with the Company through

such date and (ii) PSUs subject to the achievement of the same performance goals as our other 2024 PSUs

granted relating to (A) cumulative adjusted diluted EPS and (B) relative TSR (each 25% of the total award) that

will vest at the conclusion of the performance period, each subject to continuous employment with the Company

through such dates. These special RSUs and PSUs are ineligible for continued vesting following a qualified

retirement.

The following table shows the target equity award value and number of time-based RSUs. The target equity

award value and the closing share price on February 19, 2024 were used to calculate the number of RSUs that

were granted on February 19, 2024.

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Named Executive Officer	# of RSUs	Target Value of RSUs
Jill M. Griebenow	670	$ 125,000
David Howson	1,340	$ 250,000
Christopher A. Isaacson	1,340	$ 250,000
Patrick Sexton	670	$ 125,000

The following table shows the target equity award value and number of PSUs (tied to TSR and EPS

performance) that were granted on February 19, 2024. The target equity award value and the closing share

price on February 19, 2024 was used to calculate the number of PSUs that were granted on February 19, 2024.

Named Executive Officer	Performance Metric	# of PSUs — Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)	Target Value of PSUs
Jill M. Griebenow	2024-2026 TSR	168	335	670	$ 62,500
	2024-2026 EPS	168	335	670	$ 62,500
David Howson	2024-2026 TSR	335	670	1,340	$ 125,000
	2024-2026 EPS	335	670	1,340	$ 125,000
Christopher A. Isaacson	2024-2026 TSR	335	670	1,340	$ 125,000
	2024-2026 EPS	335	670	1,340	$ 125,000
Patrick Sexton	2024-2026 TSR	168	335	670	$ 62,500
	2024-2026 EPS	168	335	670	$ 62,500

The following table displays the threshold, target, and maximum performance goals for the PSU awards granted

in 2024, measured over the performance period beginning on January 1, 2024 and ending on December 31,

	Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)
Relative TSR Compared to S&P 500	25th Percentile	50th Percentile	75th Percentile
Cumulative Adjusted Diluted EPS	$25.82	$28.40	$31.15

For performance levels that fall between the goals shown above, the percentage of PSUs that vest will be

determined by straight line interpolation, provided that no PSUs will vest if the performance does not equal or

exceed the threshold amount.

Mr. Tomczyk's 2023 CEO Appointment Grant. In connection with Mr. Tomczyk's appointment to CEO in

October 2023, he received a grant of RSUs. Consistent with the Compensation Committee's decision to grant

the RSUs in 2023 in lieu of any annual equity incentive award grant for the 2023 and 2024 fiscal years, Mr.

Tomczyk did not receive an equity grant in 2024. The following table shows the target equity award value and

number of time-based RSUs that were granted to Mr. Tomczyk on October 12, 2023. The target equity award

value and the closing share price on October 12, 2023 were used to calculate the number of RSUs that were

granted on October 12, 2023. These RSUs will vest in three equal annual installments, the first installment

having vested on October 12, 2024 and the remaining installments vesting on October 12, 2025 and October

12, 2026, respectively, subject to (i) Mr. Tomczyk's continued employment through at least the first anniversary

of the grant date (which occurred on October 12, 2024) and (ii) Mr. Tomczyk's continued service on the Board

thereafter.

The target value of the grant was determined following a review of comparative peer group compensation data

and with consideration to Mr. Tomczyk's prior experience as a CEO, multi-decade experience in the financial

services industry with deep experience across the securities industry, and knowledge of the Company's

products. See below under "Summary Compensation—2024 Outstanding Equity Awards at Fiscal Year End

Table" for a further description of the vesting conditions applicable to this award.

Named Executive Officer	# of RSUs	Target Value of RSUs
Fredric J. Tomczyk	44,452	$ 7,150,000

2022 PSU Grants Vested. The Compensation Committee and the Board, as applicable, approved grants on

February 19, 2022 of PSUs ("Regular 2022 PSUs") to our NEOs, except for Mr. Tomczyk and Ms. Griebenow,

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who did not receive grants of 2022 PSUs. Additionally, the Compensation Committee and the Board approved a

special one-time grant on February 19, 2022 of PSUs to Mr. Isaacson and a promotion related grant on May 12,

2022 of PSUs to Mr. Howson (together with the Regular 2022 PSUs, the "2022 PSUs"). The 2022 PSUs were

subject to the achievement of TSR and EPS measured against the pre-determined performance goals, both

over a 3 year performance period beginning on January 1, 2022 and ending on December 31, 2024. In early

2025, the Compensation Committee determined that the following performance was achieved resulting in the

indicated payout:

The TSR percentile attained was the 83rd percentile, which resulted in the vesting of 200% of the target

number of PSUs-TSR granted to each applicable NEO.

The 3-year cumulative adjusted diluted EPS attained was $23.34 (1) , which resulted in the vesting of

161.5% of the target number of PSUs-EPS granted to each applicable NEO.

---

(1) The 3 year adjusted EPS is a non-GAAP measure used by the Company and a reconciliation to a GAAP

measure is provided in Appendix A.

The specific performance goals for the PSUs-TSR and PSUs-EPS for the 2022-2024 performance period were

previously disclosed in our proxy statement covering 2022 compensation.

The table below shows the number of 2022 PSUs that vested at the conclusion of the applicable performance

period for each applicable NEO and does not include dividend equivalent payments.

Named Executive Officer	Performance Metric	# of PSUs at Target (100% Payout)	# of PSUs Vested
David Howson	2022-2024 TSR	5,269	10,538
	2022-2024 EPS	5,269	8,510
Christopher A. Isaacson	2022-2024 TSR	4,904	9,808
	2022-2024 EPS	4,904	7,921
Patrick Sexton	2022-2024 TSR	1,518	3,036
	2022-2024 EPS	1,518	2,452

Other Executive Compensation Program Considerations

Stock Ownership and Holding Guidelines

Our stock ownership and holding guidelines specify the levels of stock ownership that each NEO must maintain

while employed by us. The following shares count toward the stock ownership guidelines: (a) shares owned

outright or in trust and (b) restricted stock or stock units, including shares or units with time-based vesting

conditions that have been granted but are unvested. Restricted stock units with performance conditions that are

unvested do not count towards the stock ownership guidelines.

Each NEO has 5 years to meet the guidelines from the date that such officer was appointed to his or her

position. Each NEO is required to hold all shares until the guidelines are met, except for sales of shares to pay

taxes with respect to the vesting or exercising of equity grants. As of December 31, 2024, each of our NEOs has

met the applicable holding requirement based on his or her position with us.

Named Executive Officer	Holding Requirement
Fredric J. Tomczyk	Six times base salary
Jill M. Griebenow	Four times base salary
David Howson	Four times base salary
Christopher A. Isaacson	Four times base salary
Patrick Sexton	Three times base salary

Hedging Policy

Our Insider Trading Policy prohibits our executive officers and all employees, except as set forth below, from

entering into transactions involving options to purchase or sell our common stock or other derivatives related to

our common stock.

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In 2024, none of our executive officers had hedges on shares of our common stock.

Employees, other than our executive officers, may enter into the following types of security transactions on our

common stock through the purchase or sale of exchange-traded options, provided that they otherwise comply

with the remainder of our Insider Trading Policy:

Covered calls (i.e., the writing of exchange-traded call options covering a number of shares less than or

equal to the total number of unrestricted shares and vested shares owned by the call writer); and

Collars for hedging purposes (i.e., the sale of exchange-traded call options and the purchase of an

equivalent number of put options, in each case, covering a number of shares less than or equal to the

total number of unrestricted shares and vested shares owned by the holder).

As one of the world's largest exchange holding companies, offering cutting-edge trading and investment

solutions to investors around the world and owning the largest options exchange, we believe options are first

and foremost incredibly useful and powerful risk mitigation tools that can help protect an investor's financial

portfolio. From buying puts to hedge the downside risk of owning a stock to writing covered calls to collect

income, listed options strategies are protective tools employed by institutions, pension funds, and individual

investors. As such, we believe that it is appropriate for our employees, other than our executive officers, to

engage in the above mentioned selected hedging transactions, because:

These strategies help empower our employees to preserve their investment capital and protect their

financial future, while continuing to own our common stock and be invested in their workplace;

Employees are required to comply with our Insider Trading Policy and other policies, which may include

trade monitoring, receiving certain pre-approvals, and observing blackout periods when purchasing or

selling options;

Employees must wait generally 1 year until a portion of their equity grants vest before they are able to

purchase or sell options on the related vested common stock;

The interests of our employees continue to be aligned with our stockholders through their continued

ownership of our common stock and ability to retain their rights to voting and dividends as Cboe

stockholders;

Employees are able to collect income on their common stock from the sale of options without having to

sell our stock; and

Due to their continued ownership of our common stock, employees continue to be discouraged from

excessive risk-taking that could negatively impact our business and stock price over time.

See also "Corporate Governance—Insider Trading Policy" for more information.

Pledging Policy

Our Insider Trading Policy prohibits our executive officers and all employees from entering into any pledges or

margin loans on shares of our common stock. In 2024, none of our executive officers had pledges or margin

loans on shares of our common stock. See also "Corporate Governance—Insider Trading Policy" for more

information.

Clawback Policies

Mandatory Clawback Policy. Effective October 11, 2023, we adopted a mandatory clawback policy with

respect to incentive compensation received by executive officers on or after October 2, 2023. The policy

provides that following an accounting restatement, the Compensation Committee must assess whether any

incentive amounts paid to current and former executive officers were in excess of what should have been paid

based on the revised financial statements, and thus should be subject to mandatory recovery (subject to certain

limited regulatory exceptions). The policy has a 3 year look-back and applies to both current and former

executives, regardless of such executive's fault, misconduct or involvement in causing the restatement. The

equity award agreements contain provisions applying the clawback policy to equity grants. The clawback policy

is intended to meet the requirements of Section 954 of the Dodd-Frank Act, the final rules issued by the SEC on

October 26, 2022, and BZX listing requirements.

Additionally, the Company's prior clawback policy will continue to cover compensation received prior to October

2, 2023. The prior clawback policy provides that we will attempt to recover incentive amounts paid to executive

officers in the event of a restatement of our financial statements due to any material noncompliance with any

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financial reporting requirement. The prior policy has a 3 year look-back and applies to both current and former

executives, regardless of such executive's fault, misconduct or involvement in causing the restatement.

Supplemental Discretionary Clawback Policy. Effective December 18, 2024, we adopted a supplemental

discretionary clawback policy covering any cash and equity compensation, such as annual incentives, time-

based RSUs, performance-based PSUs, severance and termination related benefits, but excluding base salary,

commissions, and other qualified retirement benefits (collectively, "Covered Compensation"), received by

current and former executive officers and other executive vice presidents who are not already executive officers

("Covered Persons"). The policy provides that following a covered event, the Compensation Committee may, in

its sole discretion, recover up to 100% of the Covered Compensation paid to applicable Covered Persons.

Covered events include engaging, after the effective date, in any breach of any restrictive covenants owed to

the Company and in any conduct that is or could be grounds for termination for cause, which includes, among

other items, (a) willful failure to perform material duties owed to the Company, (b) fraud, breach of fiduciary duty,

dishonesty, misappropriation or any other action causing damage to the Company, (c) admission or conviction

of any felony that adversely affects that Company, and (d) act or omission in violation of the Company's policies,

including the Company's harassment and discrimination policies and the Code of Business Conduct and Ethics,

that causes damage to the Company.

Additionally, if a Covered Person is not covered by the mandatory clawback policy, the supplemental

discretionary clawback policy provides that following an accounting restatement, the Compensation Committee

may recover any incentive amounts paid to a Covered Person that was in excess of what should have been

paid based on the revised financials, regardless of such executive's fault, misconduct or involvement in causing

the restatement.

The policy has a 3 year look-back. The equity award agreements contain provisions applying the supplemental

discretionary clawback policy to equity grants. This policy applies to compensation received on or after

December 18, 2024.

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

We provide medical, life, and disability insurance coverage to all of our employees, including our NEOs. In

addition, for NEOs and certain other employees, we provide participation in the Supplemental Executive

Retirement Plan ("SERP") and the Cash Deferral Plan, which are described more fully below under "Summary

Compensation—Non-Qualified Deferred Compensation Plans". We offer this coverage to provide a competitive

benefits program, a level of protection for catastrophic events, and income during retirement. The SERP and

Cash Deferral Plan are defined contribution plans. We do not provide any defined benefit retirement plans to our

executive officers or employees.

In May 2018, the Company's stockholders approved an Employee Stock Purchase Plan ("ESPP") under which

a total of 750,000 shares of the Company's common stock is made available for purchase to employees and,

starting in September 15, 2022, to our executive officers. The ESPP is a broad-based plan that permits

employees to contribute up to 10% of wages and base salary to purchase shares of the Company's common

stock at a discount, subject to applicable annual Internal Revenue Service limitations. Under the ESPP, a

participant may not purchase more than a maximum of 312 shares of the Company' common stock during any

single offering period. No participant may accrue options to purchase shares of the Company's common stock

at a rate that exceeds $25,000 in fair market value of the Company's common stock (determined at the time

such options are granted) for each calendar year in which such rights are outstanding at any time. The exercise

price per share of common stock shall be 85% of the lesser of the fair market value of the stock on the first day

of the applicable offering period or the applicable exercise date.

As of December 31, 2024, we had an Executive Severance Plan for executive officers to encourage retention,

maintain a consistent management team to effectively run our operations, assist with separation proceedings,

and allow executives to focus on our strategic business priorities. The Executive Severance Plan contains

severance and change in control provisions and is described more fully below under "Severance, Change in

Control, and Employment-Related Agreements". Any payments under the Executive Severance Plan upon a

change in control will only occur if the NEO's employment is terminated without cause or he or she resigns for

good reason during a set period following the change in control, known as a double trigger provision.

Tax and Accounting Considerations

The Compensation Committee considers the tax and accounting implications of compensation to us and the tax

implications to our NEOs. However, changes in tax laws or their interpretation and other outside factors may

affect the deductibility of certain compensation payments. The Compensation Committee reserves the right to

pay compensation that is not deductible for tax purposes when, in its judgment, such compensation is

appropriate.

58 Cboe Global Markets 2025 Proxy Statement

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COMPENSATION COMMITTEE REPORT

The Compensation Committee consists of Mr. Fitzpatrick (Chair), Ms. Froetscher, and Mr. Parisi, each of whom

the Board has determined is independent under BZX listing rules and our Corporate Governance Guidelines.

The Compensation Committee has duties and powers as described in its written charter adopted by the Board.

A copy of the charter can be found on our Investor Relations page at http://ir.Cboe.com.

The Compensation Committee has reviewed and discussed with management the disclosures contained in the

foregoing section entitled "Compensation Discussion and Analysis". Based on this review and discussion, the

Compensation Committee recommended to the Board that the section entitled "Compensation Discussion and

Analysis" be included in this Proxy Statement for the Annual Meeting.

Compensation Committee

Edward J. Fitzpatrick (Chair)

Janet P. Froetscher

James E. Parisi

RISK ASSESSMENT

We believe that any potential risks arising from our employee compensation policies and practices are not likely

to have a material adverse effect on us. With assistance from Meridian, the Compensation Committee reviewed

and discussed a risk assessment of our compensation policies and practices for all employees for 2024,

including non-executive officers, in its oversight capacity.

The Compensation Committee and management considered a number of factors, including the following

factors, when reviewing potential risk from our employee compensation policies and practices:

Our compensation program is designed to provide a mix of both fixed and variable incentive

compensation.

The variable ("at-risk") portions of compensation are designed to reward both annual and long-term

performance. We believe that this design mitigates any incentive for short-term risk-taking that could be

detrimental to the Company's long-term best interests.

Our senior executives are subject to stock ownership and holding guidelines, which we believe provide

incentives for our executives to consider the long-term interests of the Company and our stockholders

and discourage excessive risk-taking that could negatively impact our stock price over time.

We include clawback provisions in our executives' cash incentive and equity incentive awards as a

mechanism to recover compensation.

We utilize an independent compensation consultant to provide the Compensation Committee with

advice on best practices and the risks associated with various compensation policies.

Cboe Global Markets 2025 Proxy Statement 59

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SUMMARY COMPENSATION

2024 Summary Compensation Table

The table below sets forth, for the years indicated below, the compensation earned by our NEOs.

Name and Principal Position	Year	Salary	Bonus (1)	Stock Awards (2)	Non-Equity Incentive Plan Compensation (3)	All Other Compensation (4)	Total
Fredric J. Tomczyk (5)	2024	$ 1,000,000	—	$ —	$ 2,087,250	$ 238,169	$ 3,325,419
Chief Executive Officer	2023	$ 287,500	—	$ 7,150,104	$ 584,990	$ 343,916	$ 8,366,510
Jill M. Griebenow (6)	2024	$ 500,000	—	$ 2,343,978	$ 800,650	$ 77,673	$ 3,722,301
Executive Vice President,	2023	$ 430,522	$ 150,000	$ 1,039,970	$ 454,911	$ 78,503	$ 2,153,906
Chief Financial Officer
David Howson	2024	$ 625,000	—	$ 4,427,097	$ 1,132,684	$ 321,888	$ 6,506,669
Executive Vice President,	2023	$ 625,000	—	$ 3,058,526	$ 978,480	$ 294,250	$ 4,956,256
Global President	2022	$ 601,000	—	$ 2,724,861	$ 1,281,720	$ 179,156	$ 4,786,737
Christopher A. Isaacson	2024	$ 650,000	—	$ 2,695,626	$ 1,209,000	$ 158,735	$ 4,713,361
Executive Vice President,	2023	$ 650,000	—	$ 2,091,848	$ 1,130,688	$ 201,720	$ 4,074,256
Chief Operating Officer	2022	$ 650,000	—	$ 2,354,538	$ 1,613,625	$ 191,253	$ 4,809,416
Patrick Sexton	2024	$ 446,667	—	$ 1,422,809	$ 662,041	$ 62,455	$ 2,593,972
Executive Vice President,	2023	$ 427,500	—	$ 1,085,605	$ 595,942	$ 66,256	$ 2,175,303
General Counsel and Corporate Secretary	2022	$ 415,000	—	$ 806,155	$ 861,540	$ 55,256	$ 2,137,951

---

(1) The amount reported in this column for Ms. Griebenow for 2023 represents a one-time retention bonus of

$150,000.

(2) The amounts in the stock award column for 2024 include the grant date aggregate fair value of the awards

of RSUs and PSUs granted in 2024, as computed in accordance with stock-based compensation

accounting rules (Financial Standards Accounting Board ASC Topic 718). The award date value of PSUs is

based upon the probable outcome of the performance conditions and is consistent with the estimate of

aggregate compensation cost to be recognized over the service period determined as of the grant date,

excluding the effect of estimated forfeitures. For purposes of the SCT, we have assumed that the probable

outcome of the PSUs-EPS performance conditions would result in the awards vesting at approximately

target and the best estimate available for the aggregate compensation cost to be recognized over the

service period as of the grant date would reflect the value of each PSU-EPS at the Company's stock price

on the grant date and each PSU-TSR computed in accordance with the Monte Carlo valuation model. There

can be no assurance that these values will ever be realized. Assumptions used in the calculation of these

amounts are included in the footnotes to our 2024 consolidated financial statements, which are included in

our Annual Report on Form 10‑K for the year ended December 31, 2024 filed with the SEC. The grant date

fair value of the PSUs awarded to each NEO, assuming the highest level of performance conditions will be

achieved is $2,100,636 for Ms. Griebenow, $3,938,412 for Mr. Howson, $2,375,444 for Mr. Isaacson, and

$1,260,531 for Mr. Sexton.

(3) The amounts shown reflect awards to the NEOs under our annual incentive plan. Annual incentive

payments for services performed in 2022, 2023, and 2024 by NEOs were paid in early 2023, 2024, and

2025, respectively.

(4) The amounts shown represent benefits that were, from time to time, made available to our executives,

including retirement plan contributions. For more information on the amounts shown in this column for 2024,

please see the following "2024 All Other Compensation Detail Table".

(5) Mr. Tomczyk became an NEO for the first time in 2023, and thus no amounts are shown in the table for

1. Because the CEO appointment grant made to Mr. Tomczyk in October 2023 was intended to cover

2023 and 2024, Mr. Tomczyk was not granted additional RSUs or PSUs in 2024. For more information see

above "Compensation Discussion and Analysis—Long-Term Incentive Plan—Mr. Tomczyk's 2023 CEO

Appointment Grant".

(6) Ms. Griebenow became an NEO for the first time in 2023, and thus no amounts are shown in the table for

60 Cboe Global Markets 2025 Proxy Statement

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2024 All Other Compensation Detail Table

Name	Qualified Defined Contributions (1)	Non-Qualified Defined Contributions (2)	Insurance (3)	Matching Gift Program (4)		Other (5)
Fredric J. Tomczyk (6)	$ —	$ —	$ 3,200	$ —	0	$ 235,618
Jill M. Griebenow	$ 27,600	$ 48,793	$ 630	$ —		$ 650
David Howson (7)	$ 27,600	$ 100,678	$ 630	$ 510		$ 192,470
Christopher A. Isaacson	$ 27,600	$ 114,855	$ 630	$ 15,000		$ 650
Patrick Sexton	$ 27,600	$ 31,433	$ 2,772	$ —		$ 650

---

(1) The amounts shown are matching contributions to our qualified 401(k) plan, the Cboe Global Markets

SMART Plan, on behalf of each of the officers listed. In 2024 and early 2025 with respect to 2024, we

matched 200% of employee contributions up to 4% of the employee's compensation, subject to statutory

limitations.

(2) The amounts shown are our contributions to the SERP, a non-qualified defined contribution plan, on behalf

of each NEO. We matched 200% of such employee's contributions up to 4% of the employee's

compensation, subject to statutory limitations. The SERP is described more fully below under "Non-

Qualified Defined Contribution Plans".

(3) Represents the amount attributable to taxable life insurance in excess of $50,000.

(4) Amounts represent those provided (i) through our Matching Gift Program that is available to full-time

employees and (ii) by matching PAC contributions with eligible gifts that is available to eligible full-time

employees. During 2024, we matched eligible gifts from a minimum of $50 to an aggregate maximum gift of

$15,000 per eligible employee, per calendar year. In addition, in 2024, we matched at a rate of 1.5x eligible

gifts from a minimum of $50 to an aggregate maximum of $1,000 per employee, per calendar year to

organizations that support select charitable causes. Amounts shown only represent matching gifts made to

qualified non-profit organizations on behalf of the NEOs and do not represent total charitable contributions

made by them during the year. In 2024, we matched PAC contributions with eligible gifts from a minimum of

$50 to an aggregate maximum of $5,000 per eligible employee, per calendar year.

(5) The amount shown in the "Other" column includes airline club membership of $650 for Messrs. Tomczyk,

Howson, Isaacson, and Sexton and for Ms. Griebenow.

(6) The amount shown in the "Other" column for Mr. Tomczyk includes the reimbursement of $120,904

representing relocation assistance benefits and $69,329 representing a tax gross-up on such benefits,

related to his relocation to the Company's headquarters in Chicago, Illinois at the Company's request in

connection with his appointment as CEO. The relocation assistance benefits include, among others,

housing and services for tax liability assistance. The amount shown in the "Other" column for Mr. Tomczyk

also includes $24,918 for car service benefits and $19,818 representing a tax gross-up on such benefits.

(7) The amount shown in the "Other" column for Mr. Howson includes a payment of $59,431 to reimburse Mr.

Howson for personal income tax penalties incurred and a payment of $47,267 representing a tax-gross up

on such benefits, related to an administrative error by the Company relating to Mr. Howson's relocation to

the Company's headquarters in Chicago, Illinois from London. It also includes a payment of $47,413 for tax

preparation fees and immigration expenses and a payment of $37,709 representing a tax-gross up on such

benefits.

Cboe Global Markets 2025 Proxy Statement 61

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2024 Grants of Plan-Based Awards Table

The 2024 grants of plan-based awards are as follows and are explained in more detail below:

	Approval Date	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards — Threshold	Target	Maximum	Estimated Future Payouts Under Equity Incentive Plan Awards — Threshold	Target	Maximum	All Other Stock Awards: Number of Shares of Stock or Units	Grant Date Fair Value of Stock and Option Awards
Name	(1)	(1)	($)*	($)*	($)*	(#)	(#)	(#)	(#)	($) (2)
Fredric J. Tomczyk	2/8/2024	n/a	$ 289	$ 1,650	$ 3,300	—	—	—	—	—
Jill M. Griebenow	2/8/2024	n/a	112	$ 642	1,283	—	—	—	—	—
	2/7/2024	2/19/2024	—	—	—	1,239	2,478	4,956	—	$ 498,332
	2/7/2024	2/19/2024	—	—	—	1,239	2,478	4,956	—	$ 641,430
(3)	2/7/2024	2/19/2024	—	—	—	168	335	670	—	$ 67,369
(3)	2/7/2024	2/19/2024	—	—	—	168	335	670	—	$ 86,715
	2/7/2024	2/19/2024	—	—	—	—	—	—	4,955	$ 925,049
(4)	2/7/2024	2/19/2024	—	—	—	—	—	—	670	$ 125,082
David Howson	2/8/2024	n/a	$ 161	$ 922	$ 1,844	—	—	—	—	—
	2/8/2024	2/19/2024	—	—	—	2,302	4,604	9,208	—	$ 925,876
	2/8/2024	2/19/2024	—	—	—	2,302	4,604	9,208	—	$ 1,191,745
(3)	2/8/2024	2/19/2024	—	—	—	335	670	1,340	—	$ 134,739
(3)	2/8/2024	2/19/2024	—	—	—	335	670	1,340	—	$ 173,430
	2/8/2024	2/19/2024	—	—	—	—	—	—	9,207	$ 1,718,855
(4)	2/8/2024	2/19/2024	—	—	—	—	—	—	1,340	$ 250,165
Christopher A. Isaacson	2/8/2024	n/a	$ 171	$ 975	$ 1950	—	—	—	—	—
	2/8/2024	2/19/2024	—	—	—	1,256	2,511	5,022	—	$ 504,968
	2/8/2024	2/19/2024	—	—	—	1,256	2,511	5,022	—	$ 649,972
(3)	2/8/2024	2/19/2024	—	—	—	335	670	1,340	—	$ 134,739
(3)	2/8/2024	2/19/2024	—	—	—	335	670	1,340	—	$ 173,430
	2/8/2024	2/19/2024	—	—	—	—	—	—	5,022	$ 937,557
(4)	2/8/2024	2/19/2024	—	—	—	—	—	—	1,340	$ 250,165
Patrick Sexton	2/8/2024	n/a	$ 94	$ 536	$ 1,072				—
	2/7/2024	2/19/2024	—	—	—	677	1,353	2,706	—	$ 272,092
	2/7/2024	2/19/2024	—	—	—	677	1,353	2,706	—	$ 350,224
(3)	2/7/2024	2/19/2024	—	—	—	168	335	670	—	$ 67,369
(3)	2/7/2024	2/19/2024	—	—	—	168	335	670	—	$ 86,715
	2/7/2024	2/19/2024	—	—	—	—	—	—	2,706	$ 505,183
(4)	2/7/2024	2/19/2024	—	—	—	—	—	—	670	$ 125,082

---

• In thousands.

(1) For Messrs. Tomczyk, Howson, and Isaacson, the date reported in the "Approval Date" column is the date

the Board of Directors ratified the grants previously approved by the Compensation Committee. For all other

NEOs, the date is the date of Compensation Committee approval. The grant date is the date the equity

award was actually granted and effective.

(2) Represents the grant date aggregate fair value of the awards of RSUs and PSUs that were granted in 2024,

as computed in accordance with stock-based compensation accounting rules (Financial Standards

Accounting Board ASC Topic 718). The award date value of PSUs is based upon the probable outcome of

the performance conditions and is consistent with the estimate of aggregate compensation cost to be

recognized over the service period determined as of the grant date, excluding the effect of estimated

forfeitures. For purposes of the Grants of Plan-Based Awards, we have assumed that the probable outcome

of the PSUs-EPS performance conditions would result in the awards vesting at approximately target and the

best estimate available for the aggregate compensation cost to be recognized over the service period as of

the grant date would reflect the value of each PSU-EPS at the Company's stock price on the grant date and

each PSU-TSR computed in accordance with the Monte Carlo valuation model. There can be no assurance

that these values will ever be realized. Assumptions used in the calculation of these amounts are included

in the footnotes to our 2024 consolidated financial statements, which are included in our Annual Report on

Form 10‑K for the year ended December 31, 2024 filed with the SEC.

62 Cboe Global Markets 2025 Proxy Statement

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(3) These special one-time equity incentive awards were made in PSUs and do not provide for qualified

retirement eligibility.

(4) These special one-time equity incentive awards were made in RSUs not subject to performance conditions.

The awards cliff-vest in full on February 19, 2027. These RSUs do not provide for qualified retirement

eligibility.

Non-Equity Incentives

A summary of the Company's annual incentive program is set forth above under the heading, "Compensation

Discussion and Analysis—2024 Elements of Executive Compensation Program—Annual Incentive".

Equity Incentives

All of the equity incentive awards were granted pursuant to the Second Amended and Restated Long-Term

Incentive Plan and were made in the form of RSUs, half of which are subject to performance conditions and

also known as PSUs. Except as noted in the table above, the RSU awards that are not subject to performance

conditions have a 3 year vesting schedule under which one-third of the shares granted will vest each year on

the anniversary of the grant date. Dividend equivalent payments are made on these RSUs and PSUs.

Half of the PSUs, or 25% of the total RSUs, have a performance condition under which the number of units that

will ultimately be awarded will vary from 0% to 200% of the original grant, based on our total stockholder return

(calculated as the increase in our stock price over the performance period plus reinvested dividends, divided by

the stock price at the beginning of the performance period) relative to the total stockholder returns for the S&P

500 Index during the performance period. The remaining half of the PSUs, or 25% of the total PSUs, have a

performance condition under which the number of units that will ultimately be awarded will vary from 0% to

200% of the original grant, based on our cumulative earnings per share during the performance period.

Dividend equivalent payments on these PSUs accrue and are paid out in shares upon vesting. The PSUs cliff-

vest following the completion of the 3 year performance period and are issued following the determination of the

achievement of the performance conditions.

For all of the awards, vesting will accelerate upon death, disability, or the occurrence of a qualified termination

following a change in control.

With respect to awards granted prior to 2024, vesting will also accelerate upon a qualified retirement, where

applicable, except that the PSUs accelerate pro-rata based on the number of days in employment during the

performance period and subject to attainment of the applicable performance goals through the full performance

period. Qualified retirement eligibility occurs upon attaining 55 years of age and 10 years of service.

With respect to awards granted beginning in 2024, the award agreements provide that in the event of a

participant's retirement, all unvested outstanding RSUs and a pro-rata portion of unvested outstanding PSUs,

based on the number of days in employment during the performance period, will remain outstanding and be

distributed in accordance with the award's original vesting and settlement schedule, subject to attainment of the

applicable performance goals through the full performance period, and not engaging in any activity that

constitutes cause, even after the applicable retirement date. Retirement eligibility requires, in addition to

attaining 55 years of age and 10 years of continuous service, submission of 6 months of advanced written

notice of a retirement and submission, approval, and satisfactory completion of a transition plan.

Unless retirement eligible, unvested portions of the RSUs and PSUs will be forfeited if the executive officer

terminates employment with us prior to the applicable vesting date.

The RSUs and PSUs are subject to non-compete, non-solicitation, and confidentiality covenants. Except as

noted in the table below, Mr. Sexton is entitled to acceleration of vesting in full of certain RSU awards and pro-

rata vesting of certain PSU awards granted prior to 2024, as applicable, because he has satisfied, as of

December 31, 2024, the retirement requirements of 55 years of age and 10 years of service. See "Severance,

Change in Control, and Employment-Related Agreements" for more information.

Cboe Global Markets 2025 Proxy Statement 63

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2 024 Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth outstanding equity awards held by each NEO at December 31, 2024 based on the

market value of our common stock on December 31, 2024 (the last trading day of the year).

Name	Stock Awards — Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested
Fredric J. Tomczyk	29,635	(1)	$ 5,790,679
Jill M. Griebenow	826	(2)	$ 161,400
	863	(3)	$ 168,630
	1,306	(4)	$ 255,192
	4,955	(5)	$ 968,207
	670	(6)	$ 130,918
				1,294	(7)	$ 252,848
				1,294	(8)	$ 252,848
				1,960	(9)	$ 382,984
				1,960	(10)	$ 382,984
				2,478	(11)	$ 484,201
				2,478	(12)	$ 484,201
				335	(13)	$ 65,459
				335	(14)	$ 65,459
David Howson	2,753	(2)	$ 537,936
	760	(15)	$ 148,504
	7,330	(3)	$ 1,432,282
	9,207	(5)	$ 1,799,048
	1,340	(6)	$ 261,836
	8,627	(16)	$ 1,685,716
	6,967	(17)	$ 1,361,352
	2,372	(18)	$ 463,489
	1,916	(19)	$ 374,386
				10,994	(7)	$ 2,148,228
				10,994	(8)	$ 2,148,228
				4,604	(11)	$ 899,622
				4,604	(12)	$ 899,622
				670	(13)	$ 130,918
				670	(14)	$ 130,918
Christopher A. Isaacson	2,581	(2)	$ 504,327
	4,975	(3)	$ 972,115
	5,022	(5)	$ 981,299
	1,340	(6)	$ 261,836
	8,088	(16)	$ 1,580,395
	6,532	(17)	$ 1,276,353
	2,159	(20)	$ 421,869
	1,744	(21)	$ 340,778
				7,462	(7)	$ 1,458,075
				7,462	(8)	$ 1,458,075
				2,511	(11)	$ 490,649
				2,511	(12)	$ 490,649
				670	(13)	$ 130,918
				670	(14)	$ 130,918
Patrick Sexton	1,012	(2)	$ 197,745
	1,951	(3)	$ 381,225
	2,706	(5)	$ 528,752
	670	(6)	$ 130,918
	3,172	(16)	$ 619,809
	2,562	(17)	$ 500,615
				2,926	(7)	$ 571,740
				2,926	(8)	$ 571,740
				1,752	(22)	$ 342,341
				1,752	(23)	$ 342,341
				1,353	(11)	$ 264,376
				1,353	(12)	$ 264,376
				335	(13)	$ 65,459
				335	(14)	$ 65,459

64 Cboe Global Markets 2025 Proxy Statement

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(1) Grant of RSUs not subject to performance conditions on October 12, 2023. These RSUs vested one-third

on October 12, 2024 and will vest one-third on each of October 12, 2025 and October 12, 2026. For Mr.

Tomczyk's CEO appointment October 2023 RSU award, vesting will accelerate in full on the later of Mr.

Tomczyk's service as CEO terminating for any reason other than cause and Mr. Tomczyk's service as a

member of the Board terminating due to a failure to be renominated or re-elected to the Board for any

reason other than cause or a voluntary resignation, in each case provided that both events occur after

October 12, 2024 and before the award has otherwise forfeited. If Mr. Tomczyk ceases to serve as CEO

after October 12, 2024, but remains in continuous service as a director, (i) his award will vest in full upon a

change in control if he is still a director as of such date and (ii) he will be eligible for partial, prorated vesting

based on his service between October 12, 2024 and his separation date if after October 12, 2024 he

voluntarily resigns from the Board and there is no basis by which his service could have been terminated for

cause.

(2) Grant of RSUs not subject to performance conditions on February 19, 2022. This portion of the RSUs

vested on February 19, 2025.

(3) Grant of RSUs not subject to performance conditions on February 19, 2023. These RSUs vested one-half

on February 19, 2025 and will vest one-half on February 19, 2026.

(4) Grant of RSUs not subject to performance conditions on August 19, 2023. These RSUs vested one-half on

February 19, 2025 and will vest one-half on February 19, 2026.

(5) Grant of RSUs not subject to performance conditions on February 19, 2024. These RSUs vested one-third

on February 19, 2025 and will vest one-third on each of February 19, 2026 and February 19, 2027.

(6) Grant of RSUs not subject to performance conditions on February 19, 2024. The award cliff-vests in full on

February 19, 2027. These RSUs do not provide for qualified retirement eligibility.

(7) Grant of PSUs on February 19, 2023 subject to a performance condition of total stockholder return relative

to the S&P 500 Index for the period from January 1, 2023 through December 31, 2025. Under Item 402 of

Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued

on or about February 19, 2026 upon determination of the achievement of the performance conditions.

(8) Grant of PSUs on February 19, 2023 subject to an earnings per share performance condition for the period

from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are

shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2026

upon determination of the achievement of the performance conditions.

(9) Grant of PSUs on August 19, 2023 subject to a performance condition of total stockholder return relative to

the S&P 500 Index for the period from January 1, 2023 through December 31, 2025. Under Item 402 of

Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued

on or about February 19, 2026 upon determination of the achievement of the performance conditions.

(10) Grant of PSUs on August 19, 2023 subject to an earnings per share performance condition for the period

from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are

shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2026

upon determination of the achievement of the performance conditions.

(11) Grant of PSUs on February 19, 2024 subject to a performance condition of total stockholder return relative

to the S&P 500 Index for the period from January 1, 2024 through December 31, 2026. Under Item 402 of

Regulation S-K, these awards are shown at the target performance amount. These PSUs will be issued on

or about February 19, 2027 upon determination of the achievement of the performance conditions.

(12) Grant of PSUs on February 19, 2024 subject to an earnings per share performance condition for the period

from January 1, 2024 through December 31, 2026. Under Item 402 of Regulation S-K, these awards are

shown at the target performance amount. These PSUs will be issued on or about February 19, 2027 upon

determination of the achievement of the performance conditions.

(13) Grant of PSUs on February 19, 2024 subject to a performance condition of total stockholder return relative

to the S&P 500 Index for the period from January 1, 2024 through December 31, 2026. Under Item 402 of

Regulation S-K, these awards are shown at the target performance amount. These PSUs will be issued on

or about February 19, 2027 upon determination of the achievement of the performance conditions. These

PSUs do not provide for qualified retirement eligibility.

Cboe Global Markets 2025 Proxy Statement 65

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(14) Grant of PSUs on February 19, 2024 subject to an earnings per share performance condition for the period

from January 1, 2024 through December 31, 2026. Under Item 402 of Regulation S-K, these awards are

shown at the target performance amount. These PSUs will be issued on or about February 19, 2027 upon

determination of the achievement of the performance conditions. These PSUs do not provide for qualified

retirement eligibility.

(15) Grant of RSUs not subject to performance conditions on May 12, 2022. This portion of the RSUs vested on

February 19, 2025.

(16) Grant of PSUs on February 19, 2022 subject to a performance condition of total stockholder return relative

to the S&P 500 Index for the period from January 1, 2022 through December 31, 2024. These awards are

shown at the actual performance amount and include dividend equivalent payments. These PSUs were

issued on February 10, 2025 upon determination of the achievement of the performance conditions. See

"Compensation Discussion and Analysis—2024 Elements of Executive Compensation Program—Long-

Term Incentive Plan—2022 PSU Grants Vested" for more details.

(17) Grant of PSUs on February 19, 2022 subject to an earnings per share performance condition for the period

from January 1, 2022 through December 31, 2024. These awards are shown at the actual performance

amount and include dividend equivalent payments. These PSUs were issued on February 10, 2025 upon

determination of the achievement of the performance conditions. See "Compensation Discussion and

Analysis—2024 Elements of Executive Compensation Program—Long-Term Incentive Plan—2022 PSU

Grants Vested" for more details.

(18) Grant of PSUs on May 12, 2022 subject to a performance condition of total stockholder return relative to the

S&P 500 Index for the period from January 1, 2022 through December 31, 2024. These awards are shown

at the actual performance amount and include dividend equivalent payments. These PSUs were issued on

February 10, 2025 upon determination of the achievement of the performance conditions. See

"Compensation Discussion and Analysis—2024 Elements of Executive Compensation Program—Long-

Term Incentive Plan—2022 PSU Grants Vested" for more details.

(19) Grant of PSUs on May 12, 2022 subject to an earnings per share performance condition for the period from

January 1, 2022 through December 31, 2024. These awards are shown at the actual performance amount

and include dividend equivalent payments. These PSUs were issued on February 10, 2025 upon

determination of the achievement of the performance conditions. See "Compensation Discussion and

Analysis—2024 Elements of Executive Compensation Program—Long-Term Incentive Plan—2022 PSU

Grants Vested" for more details.

(20) Grant of PSUs on February 19, 2022 subject to a performance condition of total stockholder return relative

to the S&P 500 Index for the period from January 1, 2022 through December 31, 2024. These PSUs do not

provide for qualified retirement eligibility. These awards are shown at the actual performance amount and

include dividend equivalent payments. These PSUs were issued on February 10, 2025 upon determination

of the achievement of the performance conditions. See "Compensation Discussion and Analysis—2024

Elements of Executive Compensation Program—Long-Term Incentive Plan—2022 PSU Grants Vested" for

more details.

(21) Grant of PSUs on February 19, 2022 subject to an earnings per share performance condition for the period

from January 1, 2022 through December 31, 2024. These PSUs do not provide for qualified retirement

eligibility. These awards are shown at the actual performance amount and include dividend equivalent

payments. These PSUs were issued on February 10, 2025 upon determination of the achievement of the

performance conditions. See "Compensation Discussion and Analysis—2024 Elements of Executive

Compensation Program—Long-Term Incentive Plan—2022 PSU Grants Vested" for more details.

(22) Grant of PSUs on February 19, 2023 subject to a performance condition of total stockholder return relative

to the S&P 500 Index for the period from January 1, 2023 through December 31, 2025. Under Item 402 of

Regulation S-K, these awards are shown at the maximum performance amount. These PSUs will be issued

on or about February 19, 2026 upon determination of the achievement of the performance conditions.

These PSUs do not provide for qualified retirement eligibility.

(23) Grant of PSUs on February 19, 2023 subject to an earnings per share performance condition for the period

from January 1, 2023 through December 31, 2025. Under Item 402 of Regulation S-K, these awards are

shown at the maximum performance amount. These PSUs will be issued on or about February 19, 2026

upon determination of the achievement of the performance conditions. These PSUs do not provide for

qualified retirement eligibility.

66 Cboe Global Markets 2025 Proxy Statement

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2024 Stock Vested Table

The following table sets forth the equity awards that vested during 2024.

Name	Stock Awards — Number of Shares Acquired on Vesting (#) (1)	Value Realized on Vesting (2)
Fredric J. Tomczyk	16,040	$ 3,273,738
Jill M. Griebenow	2,933	$ 547,562
David Howson	25,810	$ 4,782,619
Christopher A. Isaacson	30,944	$ 5,727,153
Patrick Sexton	11,304	$ 2,092,419

---

(1) Number of shares acquired on vesting represent RSUs and PSUs that were issued in 2024, and do not

include any of the 2022 PSU awards, as the underlying shares were not issued until the settlement date of

February 10, 2025.

(2) Amounts are calculated by multiplying the number of shares underlying RSUs or PSUs by our closing stock

price on the date of vesting or issuance, or if the stock market was closed on such date, by our closing

stock price on the next preceding day on which the stock market was open.

2024 Non-Qualified Deferred Compensation Table

Name (1)		Executive Contributions in Last FY (2)	Registrant Contributions in Last FY (3)	Aggregate Earnings in Last FY (4)	Aggregate Withdrawals/ Distributions	Aggregate Balance at Last FYE
Jill M. Griebenow	SERP	$ 24,397	$ 48,793	$ 44,876	$ —	$ 336,278
David Howson	SERP	$ 50,339	$ 100,678	$ 12,757	$ —	$ 313,372
Christopher A. Isaacson	SERP	$ 717,844	$ 114,855	$ 526,661	$ —	$ 7,589,185
Patrick Sexton	SERP	$ 39,292	$ 31,433	$ 255,280	$ —	$ 1,297,206

---

(1) Executive and registrant contributions include contributions during 2024. Mr. Tomczyk did not make any

contributions. Numbers may not foot due to rounding.

(2) The amount of executive contributions made by each NEO and reported in this column is included in each

NEO's compensation reported in the SCT under the column labeled "Salary".

(3) The amount of registrant contributions reported in this column for each NEO is also included in his or her

compensation reported in the SCT under the column labeled "All Other Compensation".

(4) Earnings are based upon the investment fund selected by the NEO for each plan.

Non-Qualified Defined Contribution Plans

We do not have a defined benefit retirement plan. We currently have 2 non-qualified defined contribution plans

in which the NEOs may, as applicable, participate: the Supplemental Executive Retirement Plan and the Cash

Deferral Plan. The investment options for these plans only include investment options that are available under

the qualified plan.

The SERP is designed for employees whose level of compensation exceeds the IRS defined annual

compensation limit ($345,000 for 2024). Under the SERP, we match deferral contributions made by the

employee under the SERP with respect to compensation in excess of the IRS compensation limit. These

contributions mirror those under the 401(k) plan. In 2024, we matched employee contributions up to 4% of the

employee's compensation, subject to statutory limitations. We matched 200% of such contributions. Mr.

Tomczyk did not participate in the SERP in 2024.

All of our contributions to the SERP vest 20% for each year of continuous service, identical to the qualified plan.

All of our participating NEOs are fully vested in the SERP.

Cboe Global Markets 2025 Proxy Statement 67

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The Cash Deferral Plan is designed for employees whose level of compensation exceeds the IRS defined

annual compensation limit ($345,000 for 2024) and non-employee directors. Under the Cash Deferral Plan, we

do not match deferral contributions made by the employee and non-employee directors under the Cash Deferral

Plan. There are no vesting requirements under the Cash Deferral Plan.

SEVERANCE, CHANGE IN CONTROL, AND EMPLOYMENT-

RELATED AGREEMENTS

We are not party to any employment agreements as of December 31, 2024. All NEOs employed by the

Company as of December 31, 2024 were covered by the Executive Severance Plan. The material terms of the

plan are discussed below.

Mr. Tomczyk's Offer Letter

On September 18, 2023, the Company entered into an offer letter (the "Tomczyk Offer Letter") with Mr.

Tomczyk, which sets forth certain compensation and benefits Mr. Tomczyk is entitled to receive for his service

as CEO. Pursuant to the Tomczyk Offer Letter, Mr. Tomczyk is entitled to (i) an annual base salary of

$1,000,000 per year and (ii) a target bonus opportunity equal to 165% of his annual base salary. In connection

with the Offer Letter, Mr. Tomczyk also received an equity incentive award in the form of time-based RSUs for

shares of the Company's common stock with a grant date value of $7,150,000. The RSU grant was granted in

2023 in lieu of any annual equity incentive award grant for the 2023 and 2024 fiscal years and vests in 3 equal

installments, the first installment having vested on October 12, 2024 and the remaining installments vesting on

October 12, 2025 and October 12, 2026, subject to (i) Mr. Tomczyk's continued employment through at least the

first anniversary of the grant date (which occurred on October 12, 2024) and (ii) Mr. Tomczyk's continued

service on the Board thereafter. Mr. Tomczyk will also be eligible to participate in the Company's employee

benefit plans available to similarly situated executives and to receive relocation assistance benefits under the

Company's relocation program. The Tomczyk Offer Letter does not provide Mr. Tomczyk with any severance

benefits, as Mr. Tomczyk is subject to the Executive Severance Plan (described below).

Executive Severance Plan

Except as disclosed herein, the other NEOs do not have employment agreements; however, the Compensation

Committee believes it is appropriate to provide an Executive Severance Plan to encourage retention, maintain a

consistent management team to effectively run our operations, and allow executives to focus on our strategic

business priorities. The CEO of the Company determines from time to time the executive vice president ("EVP")

and senior vice president ("SVP") participants in the plan. As of December 31, 2024, the plan participants

covered Ms. Griebenow and Messrs. Tomczyk, Howson, Isaacson, and Sexton, and other officers.

Under the plan, a participant who experiences an involuntary termination (as defined in the plan, which includes

termination by us without cause and by the executive for good reason) is entitled to receive the following

severance benefits:

The participant's accrued salary, unpaid expenses, accrued and unpaid vacation days through the date

of termination, and any unpaid bonus earned in any year prior to the year in which the participant's

employment terminates;

An amount equal to a prorated bonus for the year of employment termination, based on target

performance for such year;

A severance payment in an amount equal to the sum of the participant's base salary and target annual

bonus; and

COBRA premiums for 18 months for EVP participants in the plan and 12 months for SVP and all other

participants (other than EVPs) in the plan.

Under the terms of the plan, if the participant's employment is terminated either by us for cause, or by the

participant other than for good reason (each as defined in the plan), we will pay the participant any unpaid

bonus and accrued benefits.

68 Cboe Global Markets 2025 Proxy Statement

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If the participant is terminated in connection with a change in control, which includes a termination without

cause or a resignation for good reason that occurs within a period beginning 6 months before a change in

control and ending 2 years after, such participant will receive the following severance benefits:

The participant's accrued salary, unpaid expenses, accrued and unpaid vacation days through the date

of termination, and any unpaid bonus earned in any year prior to the year in which the participant's

employment terminates;

An amount equal to a prorated bonus for the year of employment termination, based on target

performance for such year;

A severance payment in an amount equal to two times, with respect to EVP participants in the plan and,

one and a half times, with respect to SVP and all other participants (other than EVPs) in the plan, the

sum of the participant's base salary and target annual bonus; and

COBRA premiums for 24 months for EVP participants in the plan and 18 months for SVP and all other

participants (other than EVPs) in the plan.

The plan also provides that we will require any successor to expressly assume and agree to maintain the plan.

Severance Payments

The following table shows the potential additional payment to each NEO serving on December 31, 2024

pursuant to the Executive Severance Plan, discussed above, upon the termination of the executive's

employment by us without cause or by the executive for good reason (including following a change in control),

upon the executive's death or disability, qualified retirement (if eligible), and by the executive without good

reason.

Cboe Global Markets 2025 Proxy Statement 69

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The amounts shown assume that the termination or event occurred on December 31, 2024. Numbers may not

foot due to rounding.

Name		Salary	Cash Incentive (6)	Unvested Equity Awards (7)	Other (8)	Total
Fredric J. Tomczyk	(1)	$ 1,000,000	$ 3,300,000	$ —	$ 27,435	$ 4,327,435
	(2)	$ 2,000,000	$ 4,950,000	$ 5,790,679	$ 36,580	$ 12,777,259
	(3)	$ —	$ —	$ 5,790,679	$ —	$ 5,790,679
	(4)	$ —	$ —	$ —	$ —	$ —
	(5)	$ —	$ —	$ —	$ —	$ —
Jill M. Griebenow	(1)	$ 500,000	$ 1,291,803	$ —	$ 31,270	$ 1,823,073
	(2)	$ 1,000,000	$ 1,941,803	$ 4,055,332	$ 41,694	$ 7,038,829
	(3)	$ —	$ —	$ 3,419,500	$ —	$ 3,419,500
	(4)	$ —	$ —	$ —	$ —	$ —
	(5)	$ —	$ —	$ —	$ —	$ —
David Howson	(1)	$ 625,000	$ 1,859,631	$ 3,884,943	$ 51,702	$ 6,421,276
	(2)	$ 1,250,000	$ 2,797,131	$ 14,422,083	$ 68,936	$ 18,538,150
	(3)	$ —	$ —	$ 12,273,856	$ —	$ 12,273,856
	(4)	$ —	$ —	$ —	$ —	$ —
	(5)	$ —	$ —	$ 3,884,943	$ —	$ 3,884,943
Christopher A. Isaacson	(1)	$ 650,000	$ 1,950,000	$ 3,619,394	$ 48,448	$ 6,267,842
	(2)	$ 1,300,000	$ 2,925,000	$ 10,498,256	$ 64,597	$ 14,787,853
	(3)	$ —	$ —	$ 9,040,181	$ —	$ 9,040,181
	(4)	$ —	$ —	$ —	$ —	$ —
	(5)	$ —	$ —	$ 3,619,394	$ —	$ 3,619,394
Patrick Sexton (9)	(1)	$ 450,000	$ 1,076,066	$ 3,166,718	$ 51,702	$ 4,744,486
	(2)	$ 900,000	$ 1,616,066	$ 4,846,897	$ 68,936	$ 7,431,899
	(3)	$ —	$ —	$ 3,932,816	$ —	$ 3,932,816
	(4)	$ —	$ —	$ 3,166,718	$ —	$ 3,166,718
	(5)	$ —	$ —	$ 3,166,718	$ —	$ 3,166,718

---

(1) Represents amounts to be paid in connection with a termination of the executive's employment by us

without cause or by the executive for good reason.

(2) Represents amounts to be paid in connection with a termination of the executive's employment by us

without cause or by the executive for good reason following a change in control.

(3) Represents amounts to be paid in connection with death or disability.

(4) Represents amounts to be paid in connection with a qualified retirement. As of December 31, 2024, Messrs.

Tomczyk, Howson, and Isaacson and Ms. Griebenow have not satisfied the retirement requirements of 55

years of age and 10 years of service.

(5) Represents amounts to be paid in connection with a termination of the executive's employment by the

executive without good reason.

(6) The amounts shown represent, in the aggregate, any unpaid bonus earned in any year prior to the year in

which the executive's employment terminates, a prorated target bonus amount, and a bonus payment in an

amount equal to 1 or 2 times target bonus, as applicable.

(7) Amounts for Messrs. Howson, and Isaacson assume satisfaction of the performance period for the 2022

PSU awards as of December 31, 2024, which were certified and issued subsequent to the end of 2024. The

amounts shown are based on the market value of our common stock on December 31, 2024. The amounts

that include 2022 PSU awards are shown at actual performance amount and include dividend equivalent

70 Cboe Global Markets 2025 Proxy Statement

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payments. The amounts that include 2023 and 2024 PSU awards are shown at the maximum or target, as

applicable, performance amounts. As discussed in more detail under "Summary Compensation—2023

Grants of Plan-Based Awards Table—Equity Incentives", starting after October 12, 2024, if Mr. Tomczyk

ceases to serve as CEO, but remains in continuous service as a director, (i) Mr. Tomczyk's October 2023

RSU award will vest in full upon a change in control if he is still a director as of such date and (ii) he will be

eligible for partial, prorated vesting based on his service between October 12, 2024 and his separation date

if he voluntarily resigns from the Board and there is no basis by which his service could have been

terminated for cause.

(8) The amounts shown represent amounts contributed on behalf of our executives the estimated COBRA

costs of 18 months of coverage or 24 months, in the case of a change in control. All of the participating

NEOs, except for Mr. Tomczyk, are fully vested in our qualified and non-qualified defined contribution plans,

so there is no acceleration of vesting on these events. As of December 31, 2024, Mr. Tomczyk has not

vested in any matching or employer contributions under our qualified and non-qualified defined contribution

plans.

(9) If a retirement-eligible executive terminates for any reason, other than death or disability or a termination of

the executive's employment by us without cause or by the executive for good reason following a change in

control, they are assumed to have taken a retirement for purposes of equity awards issued prior to 2024.

Amounts for Mr. Sexton in rows 1, 4, and 5 include acceleration of vesting of certain equity awards issued

prior to 2024, including pro-rata vesting of PSU awards, as applicable, because he has satisfied, as of

December 31, 2024, the retirement requirements of 55 years of age and 10 years of service. With respect

to awards issued starting in 2024, retirement eligibility requires, in addition to attaining 55 years of age and

10 years of continuous service, submission of 6 months of advanced written notice of a retirement and

submission, approval, and satisfactory completion of a transition plan. Amounts for Mr. Sexton in row 4

include all unvested outstanding RSUs and a pro-rata portion of unvested outstanding PSUs issued starting

in 2024, which, in the event of a qualified retirement, will remain outstanding and be distributed in

accordance with the award's original vesting and settlement schedule, even after the applicable retirement

date.

PAY RATIO

As required by SEC rules, we are providing the following information about the relationship of the median of the

annual total compensation of our employees (other than Mr. Tomczyk, our CEO) and the annual total

compensation of Mr. Tomczyk. The pay ratio included in this information is a reasonable estimate calculated in a

manner consistent with Item 402(u) of Regulation S-K.

For 2024, the median of the annual total compensation of all employees of the Company (other than Mr.

Tomczyk) was $182,120 and the annual total compensation of Mr. Tomczyk was $3,325,419. Based on this

information, the ratio of the annual total compensation of Mr. Tomczyk, our CEO, to the median of the annual

total compensation of all employees (excluding Mr. Tomczyk) was 18:1. This ratio would have been 49:1 if a pro

rata portion of Mr. Tomczyk's 2023 CEO appointment RSU grant was included in Mr. Tomczyk's annual total

compensation for 2024.

We identified the median employee by reviewing the annual total compensation of all full-time, part-time, and

temporary employees employed by us on November 15, 2024 as reflected in our payroll records. Annual total

compensation included salary, commissions, bonus, value of equity grants, and value of benefits received. In

making this determination, we used our employee population size of 1,628 employees as of November 15,

2024, which excluded, under the non-U.S. de minimis exception to the pay ratio rule, all of our employees in

Japan (approximately 28), and the Philippines (approximately 29), out of a total of 1,689 employees, or 3.4%.

After identifying the median employee, we calculated annual total compensation for such employee using the

same methodology we use for calculating total compensation for each of our NEOs as set forth in the SCT

above.

Cboe Global Markets 2025 Proxy Statement 71

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P AY VERSUS PERFORMANCE

As required by SEC rules, the following information provides a summary of the relationship between

compensation actually paid (determined in accordance with SEC rules) to our principal executive officer ("PEO")

and average compensation actually paid to our non-PEO NEOs (the "Other NEOs") and certain financial

performance of the Company, as required by SEC rules. This information is a reasonable estimate calculated in

a manner consistent with such SEC rules and there can be no assurances that some of the amounts reported

will ever be realized. For information concerning the Company's variable pay-for-performance philosophy and

how the Company aligns executive compensation with the Company's performance, refer to "Executive

Compensation—Compensation Discussion and Analysis".

Year	Summary Compensation Table Total For PEO (Tomczyk) (1)	Compensation Actually Paid To PEO (Tomczyk) (2)	Summary Compensation Table Total For PEO (Tilly) (1)	Compensation Actually Paid To PEO (Tilly) (2)	Average Summary Compensation Table Total For Other NEOs (3)	Average Compensation Actually Paid To Other NEOs (4)	Value Of Initial Fixed $100 Investment Based On: — Total Shareholder Return (5)	Peer Group Total Shareholder Return (6)	Net Income (7) (in millions)	Adjusted EBITDA (8) (in millions)
2024	$ 3,325,419	$ 4,350,104	$ —	$ —	$ 4,384,076	$ 5,374,354	$ 175.40	$ 164.11	$ 761	$ 1,352
2023	$ 8,366,510	$ 9,420,432	$ 9,403,311	$ 6,889,839	$ 3,255,931	$ 5,156,162	$ 158.37	$ 137.61	$ 758	$ 1,245
2022	—	—	$ 11,915,247	$ 14,520,578	$ 4,096,611	$ 4,865,964	$ 109.69	$ 112.11	$ 234	$ 1,136
2021	—	—	$ 10,646,558	$ 16,085,506	$ 3,188,615	$ 4,608,036	$ 112.12	$ 142.25	$ 527	$ 987
2020	—	—	$ 9,062,411	$ 4,706,224	$ 2,600,752	$ 1,566,348	$ 78.83	$ 109.59	$ 467	$ 875

---

(1) The dollar amounts reported in this column are the amounts of total compensation reported for Messrs.

Tomczyk or Tilly in connection with their service as PEO of the Company during each corresponding year,

as applicable, in the "Total" column of the SCT. Refer to "Executive Compensation—Summary

Compensation—Summary Compensation Table".

(2) The dollar amounts reported in this column represent the amount of "compensation actually paid" to

Messrs. Tomczyk or Tilly, respectively, for the years during which they served as PEO. In accordance with

SEC rules, the following adjustments were made to Mr. Tomczyk's total compensation as reported in the

2024 SCT to determine his 2024 compensation actually paid.

Fredric J. Tomczyk
Amount Deducted or Added (1)	2024
Subtract stock and option awards reported in SCT	$ —
Add fair value of stock and option awards granted in covered fiscal years, valued at year-end, that are outstanding and unvested as of the end of the covered fiscal years	$ —
Add/Subtract stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years	$ 519,649
Add stock and option awards that were granted and vested in the same year, the fair value as of the vesting date	$ —
Add/Subtract stock and option awards granted in prior fiscal years that vested during covered fiscal years, the changes in fair value from the end of prior covered fiscal years to vesting dates	$ 406,578
Add dividends paid on unvested shares/units and stock options in the covered fiscal year	$ 98,458

---

(1) The assumptions used to calculate the values for each RSU award included in the calculation of

"compensation actually paid" did not differ materially from those used to calculate the grant date fair

value for such awards.

(3) The dollar amounts reported in this column represent the average of the amounts reported for the

Company's Other NEOs as a group in the "Total" column of the SCT in each applicable year. The Other

NEOs in each applicable year are as follows: (i) for 2024, Messrs. Howson, Isaacson, and Sexton and Ms.

Griebenow; (ii) for 2023, Messrs. Schell, Howson, and Isaacson, Ms. Griebenow, and Catherine Clay; (ii) for

2022, Messrs. Schell, Howson, Isaacson, and Sexton; (iii) for 2021, Messrs. Schell, Howson, Isaacson, and

Sexton; and (iv) for 2020, Messrs. Schell, Howson and Isaacson, and Bryan Harkins.

(4) The dollar amounts reported in this column represent the average amount of "compensation actually paid"

to the Other NEOs as a group. In accordance with SEC rules, the following adjustments were made to

72 Cboe Global Markets 2025 Proxy Statement

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average to tal compensation for the Other NEOs as a group for 2024 to determine the compensation

actually paid. Numbers may not foot due to rounding.

Average Amount Deducted or Added (1)	2024
Subtract average stock and option awards reported in SCT	$ - 2,722,378
Add average fair value of stock and option awards granted in covered fiscal years, valued at year-end, that are outstanding and unvested as of the end of the covered fiscal years	$ 2,593,336
Add/Subtract average stock and option awards granted in prior fiscal years that were unvested at the end of covered fiscal years, the change in fair value from the end of prior fiscal years to end of covered fiscal years	$ 876,894
Add average for stock and option awards that were granted and vested in the same year, the fair value as of the vesting date (2)	$ 97,487
Add/Subtract average stock and option awards granted in prior fiscal years that vested during covered fiscal years, the changes in fair value from the end of prior covered fiscal years to vesting dates	$ 115,282
For awards granted in prior fiscal years that were forfeited during covered fiscal years, subtract the fair value of forfeited awards determined at end of prior fiscal years	$ —
Add average dividends paid on unvested shares/units and stock options in the covered fiscal year	$ 29,657

---

(1) The assumptions used to calculate the values for each RSU and PSU award included in the calculation

of "compensation actually paid" did not differ materially from those used to calculate the grant date fair

value for such awards. For each PSU-TSR, we used a Monte Carlo model and made appropriate

adjustments to the grant date assumptions to reflect changes in the stock price volatility, actual relative

TSR and stock price performance, and risk-free interest rates as of the relevant measurement date. For

each PSU-EPS, we based the valuation on the probable outcome of earnings per share during the

awards' performance periods as of the last day of the fiscal year.

(2) The dollar amounts reported in this row include dividend equivalent units awarded from the

reinvestment of dividend equivalents on PSUs. The dividend equivalent units are subject to the same

terms regarding vesting, forfeiture, and distribution as the applicable PSUs.

(5) The cumulative TSR amounts reported in this column are calculated by dividing the sum of the cumulative

amount of dividends for the measurement period, assuming dividend reinvestment, and the difference

between the Company's share price at the end and the beginning of the measurement period by the

Company's share price at the beginning of the measurement period (here, December 31, 2019).

(6) The cumulative peer group TSR amounts reported in this column represent the weighted peer group TSR,

weighted according to the respective companies' stock market capitalization at the beginning of each period

for which a return is indicated. The peer group used for this purpose is the customized peer group included

in our Annual Report on Form 10-K that includes CME Group Inc., Intercontinental Exchange Inc., and

Nasdaq, Inc.

(7) The dollar amounts reported in this column represent the amount of net income reflected in the Company's

audited financial statements for the applicable year.

(8) The dollar amounts reported in this column represent adjusted EBITDA , which is a non-GAAP measure

used by the Company and reconciliations to GAAP measures are provided in Appendix A. While the

Company uses numerous financial and nonfinancial performance measures for the purpose of evaluating

performance for the Company's compensation programs, the Company has determined that adjusted

EBITDA is the financial performance measure that, in the Company's reasonable assessment, represents

the most important performance measure (that is not otherwise required to be disclosed in the table) used

by the Company to link compensation actually paid to the Company's NEOs, for the most recently

completed fiscal year, to company performance.

Financial Performance Measures

As described in greater detail in "Executive Compensation—Compensation Discussion and Analysis", the

Company's executive compensation program reflects a variable pay-for performance philosophy. The most

important financial performance measures used by the Company, listed in alphabetical order, to link

Cboe Global Markets 2025 Proxy Statement 73

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compensation actually paid to the Company's NEOs, for the most recently completed fiscal year, to the

Company's performance were as follows:

Financial Performance Measures
Adjusted EBITDA
Net Revenue
3-Year Cumulative Adjusted Diluted EPS
3-Year Relative TSR Compared to S&P 500

Analysis of the Information Presented in the Pay versus Performance Table

As described in more detail in the section "Executive Compensation—Compensation Discussion and Analysis",

the Company's executive compensation program reflects a variable pay-for-performance philosophy.

Approximately 20% of the value of total compensation awarded to the NEOs consists of amounts determined

under the Company short-term incentive compensation program and approximately 60% of the value of total

compensation awarded to the NEOs is long-term incentive compensation generally comprised of equity awards,

including RSUs and/or PSUs. Mr. Tomczyk's compensation paid for 2024 does not include any equity grants, as

his CEO appointment grant in 2023 was meant to cover equity grants for 2023 and 2024 fiscal years.

While the Company utilizes several performance measures to align executive compensation with Company

performance, all of those Company measures are not presented in the Pay versus Performance table.

Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not

specifically align the Company's performance measures with compensation that is actually paid for a particular

year.

Description of Relationship Between Compensation Actually Paid to our NEOs and Each Financial

Metric Presented in the Pay versus Performance Table

Compensation Actually Paid and Cumulative TSR

As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Tomczyk and

Tilly and the average amount of compensation actually paid to the Company's Other NEOs as a group is

generally aligned with the Company's cumulative TSR over the period presented in the table.

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Compensation Actually Paid and Net Income

As demonstrated by the following table, the amount of compensation actually paid to Messrs. Tomczyk and Tilly

and the average amount of compensation actually paid to the Company's Other NEOs as a group is generally

aligned with the Company's net income over the period presented in the table.

Compensation Actually Paid and Adjusted EBITDA

As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Tomczyk and

Tilly and the average amount of compensation actually paid to the Company's Other NEOs as a group is

generally aligned with the Company's adjusted EBITDA over the period presented in the table.

Cumulative TSR of the Company and Cumulative TSR of the Peer Group

As demonstrated by the following graph, the Company's cumulative TSR over the period presented in the table

was 75%, while the cumulative TSR of the peer group presented for this purpose was 64% over the period

presented in the table. The Company's cumulative TSR underperformed the peer group in 2020, generally

Cboe Global Markets 2025 Proxy Statement 75

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matched the performance of the peer group in 2021, outperformed the peer group in 2022, outperformed the

peer group in 2023, and generally matched the performance of the peer group in 2024. For more information

regarding the Company's performance and the companies that the Compensation Committee considers when

determining compensation, refer to "Executive Compensation—Compensation Discussion and Analysis".

POLICIES AND PRACTICES RELATED TO THE GRANT OF

CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE

OF MATERIAL NONPUBLIC INFORMATION

Under the Second Amended and Restated Long-Term Incentive Plan, the Company may grant equity or cash

awards, including restricted stock, RSUs, and stock options. Stock options were not featured in our long-term

incentive program in 2024. However, the Company has a policy that stock option grants may not be made

during a "blackout period", as defined in the Insider Trading Policy, unless the Compensation Committee

determines that special circumstances warrant an equity grant during the blackout period. Blackout periods

generally occur when there is a presumption of the possession of material non-public information, which

includes (i) quarterly and annual restrictions surrounding the dissemination of financial results and (ii) other

specific circumstances surrounding developments known to the Company and not yet publicly disclosed. See

"Corporate Governance—Insider Trading Policy" for additional information.

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EQUITY COMPENSATION PLAN INFORMATION

The following is information about our equity compensation plans as of December 31, 2024.

Plan Category — Equity compensation plans approved by security holders	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) — N/A	(1)	Weighted-average exercise price of outstanding options, warrants and rights (b) — N/A	(1)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) — 2,750,170	(2)
Equity compensation plans not approved by security holders	—		—		—
Total	—	(1)	—	(1)	2,750,170	(2)

---

(1) The Company has grants of unvested 522,735 time-based RSUs and 222,208 PSUs (which are reflected

here at maximum of 200%) as of December 31, 2024 under the Second Amended and Restated Long-Term

Incentive Plan. The weighted average exercise price of outstanding RSUs and PSUs is not included at

column (b) as such awards do not have an exercise price.

(2) Consists, as of December 31, 2024, of 2,258,377 shares of our common stock available for future issuance

under the Second Amended and Restated Long-Term Incentive Plan, assuming maximum performance for

PSUs, and 491,793 shares of our common stock available for future issuance under the Employee Stock

Purchase Plan, including an estimated 19,448 shares of our common stock potentially subject to purchase

as of December 31, 2024, with respect to the offering period that ran from September 16, 2024 through

March 15, 2025. The estimated shares of our common stock subject to purchase under the Employee Stock

Purchase Plan were calculated by dividing participant withholdings as of December 31, 2024 by a purchase

price equal to the closing share price of our common stock on December 31, 2024 less the applicable

program discount.

Cboe Global Markets 2025 Proxy Statement 77

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AUDIT MATTERS

PROPOSAL 3—RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

General

KPMG, an independent registered public accounting firm, served as our independent registered public

accounting firm for the year ended December 31, 2024, and our Audit Committee has again selected KPMG to

serve as our independent registered public accounting firm for the 2025 fiscal year. Representative(s) of KPMG

will be present at the Annual Meeting, will have the opportunity to make a statement if they so desire, and will be

available to respond to appropriate questions.

Although stockholder ratification is not required by our Bylaws or otherwise, the Board, as a matter of good

corporate governance, is requesting that stockholders ratify the selection of KPMG as our independent

registered public accounting firm for the 2025 fiscal year. If stockholders do not ratify KPMG, the Audit

Committee will reconsider its appointment.

The Board and the Audit Committee recommend that stockholders vote FOR ratification of the appointment of

KPMG as our independent registered public accounting firm for the 2025 fiscal year.

Independent Registered Public Accounting Firm Fees

KPMG served as our independent registered public accounting firm for the years ended December 31, 2024

and 2023 and is serving in such capacity for the 2025 fiscal year. The following table presents fees billed, or

expected to be billed, to us by KPMG for the years ended December 31, 2024 and 2023:

	2024	2023
Audit Fees	$ 4,488,375	$ 4,444,862
Audit-Related Fees	426,299	384,240
Tax Fees	—	50,795
All Other Fees	100,000	—
Total	$ 5,014,674	$ 4,879,897

Audit Fees consist of the aggregate fees billed, or expected to be billed, for professional services rendered by

KPMG for the integrated audit of our annual consolidated financial statements and internal control over financial

reporting, quarterly reviews of our unaudited condensed consolidated financial statements, and audits of various

domestic and international subsidiaries.

Audit-Related Fees consist of the aggregate fees billed, or expected to be billed, for assurance and related

services rendered by KPMG, including services rendered in connection with certain regulatory requirements of

our subsidiaries.

Tax Fees consist of the aggregate fees billed, or expected to be billed, for tax consulting services rendered by

KPMG in various jurisdictions in which we operate.

All Other Fees relate to professional services not included in the categories above and consist of the aggregate

fees billed, or expected to be billed, for non-financial assessments (including reporting requirement readiness )

rendered by KPMG.

Pre-Approval Policies and Procedures

The Audit Committee of the Board has adopted policies and procedures for the pre-approval of services

provided by our independent registered public accounting firm. These services may include audit services,

audit-related services, tax services, and other services. Such policies and procedures provide that the Audit

Committee shall pre-approve all auditing and permitted non-audit services (including the fees and terms

thereof).

As permitted under the Sarbanes-Oxley Act of 2002 and its pre-approval policies and procedures, the Audit

Committee has delegated certain pre-approval authority to its Chair and a majority of the Audit Committee

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members, one of which must be the Chair. The Audit Committee member or members to whom such authority is

delegated must then report any pre-approval decisions to the Audit Committee at the next scheduled Audit

Committee meeting.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the Board in its oversight of the integrity of our consolidated financial statements,

compliance with legal and regulatory requirements and the performance of the internal audit function.

Management is responsible for our internal control over financial reporting and financial reporting process.

KPMG, our independent registered public accounting firm, is responsible for performing an independent audit of

our consolidated financial statements and assertions related to the effectiveness of our internal control over

financial reporting and for issuing reports on these consolidated financial statements and assertions related to

the effectiveness of our internal control over financial reporting.

In this context, the Audit Committee hereby reports as follows:

The Audit Committee has reviewed and discussed with management and KPMG the audited

consolidated financial statements and the assertions related to effectiveness of our internal control over

financial reporting.

The Audit Committee has discussed with KPMG the matters required to be discussed by the applicable

requirements of the Public Company Accounting Oversight Board (U.S.) ("PCAOB") and the SEC.

The Audit Committee has received the written disclosures and communications from KPMG required by

applicable requirements of the PCAOB regarding its communications with the Audit Committee

concerning independence and has discussed with KPMG its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that

the consolidated financial statements and our assertions related to the effectiveness of our internal control over

financial reporting, along with KPMG's audit opinions thereon, be included in our Annual Report on Form 10-K

for the year ended December 31, 2024 for filing with the SEC.

We selected KPMG as our independent registered public accounting firm for fiscal year 2025. The Board is

recommending that stockholders ratify that selection at the Annual Meeting. See "Proposal 3—Ratification of

Appointment of Independent Registered Public Accounting Firm" for more information.

Audit Committee

James E. Parisi (Chair)

Alexander J. Matturri, Jr.

Jennifer J. McPeek

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Long-Term Incentive Plan

PROPOSAL 4—Approval of the Third Amended and Restated

Cboe Global Markets, Inc. Long-Term Incentive

Plan

Introduction

On February 11, 2025, the Board of Directors approved the amendment and complete restatement of the

Second Amended and Restated CBOE Holdings, Inc. Long-Term Incentive Plan ("2016 Plan") in the form of the

Third Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive Plan (the "Plan"), subject to

approval by stockholders at the Annual Meeting. The following is a description of the material terms of the Plan,

which is qualified in its entirety by reference to the Plan that is attached as Appendix B to this Proxy Statement.

The Plan is effective May 6, 2025, subject to approval by stockholders (the "Effective Date").

If the Plan is approved by stockholders, any shares of the Company's common stock issued to eligible Plan

participants ("Participants") after the Effective Date will be counted against the Plan share reserve. Any shares

issued or awards granted prior to such Effective Date of the Plan will be subject to the terms and conditions of

the 2016 Plan. If the Plan is not approved by stockholders, the amendment and restatement of the 2016 Plan

described in this proposal will not take effect and the 2016 Plan will continue to be administered in its current

form.

The Board is requesting stockholders to approve the Plan pursuant to which, among other things, the share

reserve shall increase by 3,000,000 shares (with any shares remaining available for issuance as of the Effective

Date available for issuance under the stockholder approved 2016 Plan continuing to be available for grant) and

the term of the Plan will be extended to the 10th anniversary of the Effective Date, unless the Plan is terminated

earlier by the Board or because all shares authorized to be issued or transferred thereunder have been issued

or transferred.

Rationale For Implementing the Plan

The Board is asking stockholders to approve the Plan for the following reasons:

1. To ensure that a sufficient number of shares are available to fund future equity grants in the form of

non-qualified stock options, restricted stock, restricted stock units, performance-based restricted stock,

performance-based restricted stock units and any other stock awards permitted under the Plan in order

to attract and retain qualified non-employee directors, senior management personnel and other key

employees; and

1. To better align certain Plan provisions with recognized market best practices and to further align the

interests of our executives and our stockholders.

For these reasons, the Board believes that the approval of the Plan is in the best interests of the Company and

our stockholders.

The Board of Directors recommends a vote FOR approval of the Third Amended and Restated Cboe Global

Markets, Inc. Long-Term Incentive Plan to, among other things, increase the share reserve by 3,000,000 shares

and extend the term of the plan.

Material Changes From the 2016 Plan

The Plan constitutes an amendment and complete restatement of the 2016 Plan. Generally, the provisions of

the Plan and the 2016 Plan are substantially similar in all material respects. However, the Plan differs from the

2016 Plan in the following respects:

increases the share reserve by 3,000,000 shares;

extends the term of the Plan until the earliest of the date (a) all shares authorized to be issued or

transferred thereunder have been issued or transferred, (b) the Plan is terminated by the Board, or (c)

the 10th anniversary of the Effective Date;

increases the maximum amount that may be paid to any Participant in any calendar year under cash-

based awards from $5,000,000 to $15,000,000;

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clarifies that shares delivered or withheld by the Company to satisfy tax withholding obligations on

vesting of restricted stock units before and after the Effective Date will become available for awards

under the Plan, consistent with the treatment of restricted stock and options;

removes obsolete references to Section 162(m) of the Internal Revenue Code (the "Code"), as in effect

prior to the Tax Cuts and Jobs Act of 2017 and introduces additional flexibility to amend and adjust the

terms, including performance goals of and amount payable pursuant to, cash-based incentive awards;

specifies the timing of distributions and/or payments to Participants in the event of a separation from

service or change in control of the Company to facilitate compliance with Section 409A of the Code;

requires Participants to remain continuously in service with the Company or an affiliate through the date

any cash incentive award which is based on the achievement of performance goals is paid to be eligible

to receive a payout of such award (unless otherwise provided in an applicable agreement);

imposes an annual compensation limit applicable to non-employee directors of $950,000 comprising the

total value of equity compensation awards and cash incentive awards granted to a non-employee

director in a given calendar year under the Plan and any cash compensation for non-employee director

service (and $2,500,000 with respect to a non-employee director serving as the Chairman or Lead

Director of the Board); and

includes other administrative, clarifying and conforming changes.

Stockholder Friendly Features of the Plan

The Plan includes provisions that are designed to protect our stockholders' interests and to reflect corporate

governance best practices including:

Awards subject to Clawback Policy. Awards under the Plan will be subject to recoupment under

certain circumstances, including pursuant to or to facilitate compliance with the Cboe Global Markets,

Inc. Executive Officer Incentive Compensation Clawback Policy, the Cboe Global Markets, Inc.

Supplemental Discretionary Clawback Policy and any other clawback policy of the Company as may be

adopted or amended from time to time or as otherwise required by applicable law, rules, regulations or

stock exchange listing standards.

"Double-Trigger" change in control vesting. Two events are generally needed for awards to vest on

an accelerated basis: (i) consummation of a change in control event and (ii) involuntary termination of

employment, other than for cause. In the event that a successor entity assumes or replaces outstanding

equity awards at the time of a change in control, such assumed or replaced awards will immediately

vest if a Participant incurs a qualifying termination of employment following the change in control,

otherwise such awards will immediately vest upon a change in control (unless otherwise provided in an

award agreement).

No repricing, exchange, or cash-buyout of stock options. The Plan prohibits the direct or indirect

repricing of stock options, including the exchange or replacement of stock options without stockholder

approval. No cash buyback of underwater stock options is permitted without stockholder approval.

No discounted stock options. All stock options must have an exercise price or base price equal to or

greater than the fair market value of the underlying common stock on the date of grant.

Administered by an independent committee. The Plan will be administered by the Compensation

Committee of the Board.

No automatic share replenishment or "evergreen" provisions. The Plan does not contain an

"evergreen" provision. The number of shares available is capped and there is no formula providing for

any automatic increase in the number of shares available.

No dividends on unvested performance awards. The Plan prohibits payment of dividends on

performance awards during the performance period.

No transferability. Awards generally may not be transferred for value prior to their vesting or, in the

case of stock options, exercise.

In addition, the stockholder friendly features are augmented by the following:

Low Burn Rate. Our annual burn rate, which refers to how fast a company uses the supply of stock

authorized for issuance under its stock plan, has ranged between 0.3% and 0.5% each year since

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1. We calculated our burn rate by: (i) summing each full value award granted during each calendar

year (including PSU award grant adjustments related to actual award performance) and (ii) dividing the

resulting number by the basic weighted average number of shares of our common stock outstanding as

of the last day of each respective year. See tables below for historical equity granting practices and

more details.

Hedging Policy. Under our Insider Trading Policy, our directors and executive officers are prohibited

from entering into transactions involving options to purchase or sell our common stock or other

derivatives related to our common stock.

Pledging Policy. Our Insider Trading Policy prohibits directors and executive officers from entering into

any pledges or margin loans on shares of our common stock.

Stock Ownership Guidelines. Under our stock ownership and holding guidelines, each director and

named executive officer is subject to minimum stock ownership levels of our common stock.

Determination of Number of Shares for the Plan

If the Plan is approved, the aggregate number of shares of common stock that will be available for issuance

pursuant to awards under the Plan will be 3,000,000 shares of common stock, plus the number of shares of

common stock remaining available for issuance under the 2016 Plan as of the Effective Date. In setting the

share reserve increase to 3,000,000 additional shares, the Compensation Committee and the Board considered

the following material factors:

Shares currently available under the 2016 Plan, and how long the available shares under the 2016 Plan

are expected to last based on historical equity granting practices;

Historical equity award granting practices, including our burn rate; and

Expected dilution to the holders of our common stock.

Historical Equity Granting Practices and Information on Previous Equity Usage

In setting and recommending to stockholders the number of shares authorized under the Plan, the

Compensation Committee and the Board considered the number of equity awards granted under the 2016 Plan

in recent years and discussed the anticipated number of shares intended to be granted in 2025 and beyond,

assuming different scenarios.

The following tables set forth information about the dilution from outstanding awards based on shares of

common stock available for issuance under our equity compensation plans, including the 2016 Plan and the

Plan, if amended as proposed.

	Item	As of December 31, 2024
(a)	Shares Available for Grant under the 2016 Plan (1)	2,369,481
(b)	Shares Underlying Previously Granted Awards Outstanding (1) (2)	633,839
	Shares underlying previously granted outstanding appreciative awards of stock options	—
	Shares underlying previously granted outstanding full-value awards (RSUs and PSUs) (3)	633,839
(c)	Shares of Common Stock Outstanding	104,686,478
	2016 Plan Dilution (a+b)/(c)	2.9 %
(d)	Additional Shares Requested	3,000,000
	Plan Dilution (if approved) – Share Reserve Increase (d)/(c)	2.9 %
	Plan Dilution (if approved) – Outstanding (a+b+d)/(c)	5.7 %
	Plan Dilution (if approved) – Fully Diluted (a+b+d)/(a+b+c+d)	5.4 %

---

(1) The 2016 Plan was our only active equity compensation plan as of March 18, 2025. Assumes target

performance for PSUs.

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(2) All previously granted awards outstanding were granted under the 2016 Plan. The Company had no stock

options or stock appreciation rights outstanding as of December 31, 2024.

(3) Assumes target performance for PSUs.

	Item	2022	2023	2024	Three-Year Average
(a)	Basic Weighted Average Number of Shares Outstanding (in millions)	106.3	105.8	105.1	105.7
(b)	Stock Options Granted	—	—	—	—
(c)	Number of Shares Related to Awards Granted (1)	433,705	488,831	313,057	411,864
	Burn Rate (b+c)/(a)	0.4 %	0.5 %	0.3 %	0.4 %

---

(1) Represents aggregate number of shares related to RSU and PSU awards granted in each year (assumes

target performance for PSUs in the year of grant and also reflects PSU award grant adjustments related to

actual award performance in the year the performance is certified). For additional information, see the

footnotes to our 2024 consolidated financial statements, which are included in our Annual Report on Form

10‑K for the year ended December 31, 2024 filed with the SEC.

Expected Share Pool Duration

Based on our historical practices, the requested shares under the Plan, plus the shares of common stock

remaining available for issuance under the 2016 Plan would be sufficient for a period of approximately ten

years. However, the actual rate at which we use shares under the Plan will depend upon various unknown

factors, such as our future stock price, plan participation levels, hiring and promotion activity, award mix and

vehicles, competitive market practices, acquisitions and divestitures, and rates of forfeiture.

Summary Description of the Plan

The following is a summary of the principal features of the Plan. The summary is not a complete description of

all the terms of the Plan and is qualified in its entirety by reference to the complete text of the Plan, which is

attached to this Proxy Statement as Appendix B. To the extent there is a conflict between this summary and the

actual terms of the Plan, the terms of the Plan will govern. Awards to be made under the Plan will be entirely at

the discretion of the Compensation Committee or Board and are therefore not currently determinable.

Purpose of the Plan . The Board believes the Plan is an integral component of the Company's overall

compensation program. The purposes of the Plan is to provide additional inducement for Participants to provide

services to the Company or an affiliate of the Company as an employee or non-employee director, to reward

such Participants by providing an opportunity to acquire incentive awards, and to provide a means through

which the Company may attract able persons to enter or retain the employment of or engagement with the

Company or one of its affiliates.

Award Types and Grantees. The Plan provides for equity compensation awards in the form of non-qualified

stock options, restricted stock, restricted stock units and cash incentive awards, each called an award, to our

eligible employees and non-employee directors, each as determined by the Compensation Committee. As of

December 31, 2024, there were approximately 400 employees (at the director-level and above), 11 non-

employee directors, and 0 consultants eligible to receive annual awards as part of their overall compensation

package under the Plan. Additionally, all employees regardless of level, may be eligible to receive certain one-

time or retention awards under the Plan. Each award will be evidenced by an award agreement, which will

govern that award's terms and conditions as determined by the Compensation Committee. For the twelve

months ending December 31, 2024, awards were made under the 2016 Plan to 11 non-employee directors, 9

executive officers and approximately 540 employees.

Duration. The Plan will terminate, and no additional awards will be granted upon the earliest of the date (a) all

shares authorized to be issued or transferred thereunder have been issued or transferred, (b) the Plan is

terminated by the Board, or (c) the 10 th anniversary of the Effective Date, and will continue in effect thereafter

with respect to any awards outstanding at the time of such termination.

Administration. The Plan will be administered by the Compensation Committee, or any successor committee, or

another committee of our Board appointed or designated by the Board, or by the Board. The Compensation

Committee has broad authority to administer and interpret the Plan. This authority includes, among other things:

selecting individuals to whom awards are granted from the eligible recipients,

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determining the types of awards and number of shares of common stock covered or other

consideration,

delegating to other committees or one or more officers of the Company or to any other person or body,

any or all of the authority and responsibility of the Compensation Committee with respect to awards to

individuals who are not subject to Section 16 of the Exchange Act at the time any such delegated

authority or responsibility is exercised, and

determining the terms and conditions of awards, including the applicable vesting schedule and

conditions and how the award will be settled.

The Compensation Committee may amend any outstanding award, including by an amendment that would:

accelerate the time or times at which the award becomes unrestricted or may be exercised, or

waive or amend any goals, restrictions or conditions on the award .

All decisions of the Compensation Committee are binding.

Performance Goals. The Compensation Committee may grant awards that are intended to provide

compensation solely on account of the attainment of one or more pre-established performance criteria. The

vesting, level of payout, or value of such awards will be determined by the attainment of one or more goals

based on one or more of the performance goals ("Performance Goals") set forth below, or such other criteria

selected by the Compensation Committee in its discretion:

• net earnings;	• return on common stockholders' equity;
• operating earnings or income;	• return on capital;
• earnings growth;	• return on assets;
• net income;	• customer satisfaction;
• net income per share;	• cost control or expense reduction;
• gross revenue or revenue by pre-defined business segment;	• economic value added (income in excess of cost of capital);
• revenue backlog;	• ratio of operating expenses to operating revenues;
• pre- or post-tax profit margins;	• market share;
• earnings per share;	• volume;
• return on stockholders' equity;	• revenue per contract; and
• stock price;	• adjusted pretax income.
• cash flow, including operating cash flow, free cash flow, discounted cash flow return on investment, and cash flow in excess of cost of capital;

Any Performance Goal(s) may, as the Compensation Committee, in its sole discretion deems appropriate: (i)

relate to the performance of the Company or any affiliate as a whole or any business unit or division of the

Company or any affiliate or any combination thereof, (ii) be compared to the performance of a group of

comparator companies, or published or special index, (iii) be based on change in the Performance Goal over a

specified period of time, (iv) relate to or be compared to one or more other Performance Goals, (v) in the case

of cash incentive awards based on the achievement of Performance Goals, include individual performance

goals or objectives applicable to the Participant or (vi) any combination of the foregoing.

The Compensation Committee may provide in any award that any evaluation of performance may include or

exclude, amongst other things, the impact, if any, on reported financial results of extraordinary, infrequent or

unusual items, events or circumstances. The Compensation Committee may also adjust or change the

Performance Goals utilized to measure performance and attainment of cash incentive awards based on the

achievement of Performance Goals in its discretion.

The Compensation Committee retains the discretion to adjust otherwise payable cash incentive awards based

on the achievement of Performance Goals downward, or upwards (except with respect to any person

designated as an executive officer by the Board for purposes of Section 16 of the Exchange Act), either on a

formula or discretionary basis or any combination, as the Compensation Committee, in its sole discretion

decides.

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Stock Reserved for Issuance. Subject to adjustment, the Plan authorizes up to 4,248,497 shares of common

stock, which were authorized at the time that the Plan was first adopted by the Board effective January 13,

2010, an additional 3,000,000 shares of common stock which were authorized at the time that the Plan was

amended and restated effective February 17, 2016, and an additional 3,000,000 shares of common stock to be

authorized in connection with stockholder approval of the Plan. Upon the occurrence of one of the following, the

shares underlying an award will be available for any other award:

an award is forfeited;

an award is canceled by mutual consent or expires or terminates for any reason without having been

exercised in full;

an award of restricted stock units is settled in cash or property other than shares of our common stock;

shares of our common stock delivered to or withheld by us due to payment and withholding obligations,

including where an award is exercised through a net exercise procedure; and

an award is converted to an award of shares of another entity in connection with a recapitalization,

merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event.

Adjustments may be made to the amount of an award outstanding or the total number of shares available under

the Plan in the event of certain changes in our capitalization, including a stock split or stock dividend.

Stock Options. The Plan provides for grants of non-qualified stock options, which entitle the grantee to purchase

our common stock at the exercise price specified by the Compensation Committee in the grantee's award

agreement. The exercise price of an option may not be less than the fair market value of a share of common

stock on the date of grant. The closing price of the Company's common stock on March 18, 2025 was $219.66

per share. Each option will have a term to be determined by the Compensation Committee not to exceed ten

years. Options will become vested and exercisable as and when specified in the grantee's award agreement.

Other than in connection with certain capital changes listed in the Plan, any reduction in the exercise price of

outstanding stock options will require the approval of our stockholders. Under the Plan, the maximum number of

shares of common stock subject to options granted to any one Participant in any one calendar year is 1,000,000

shares, determined as of the grant date.

Restricted Stock. The Plan provides for awards of restricted stock. Restricted stock is common stock registered

in the grantee's name that is subject to certain transfer or forfeiture restrictions that lapse over a period of time

or upon the occurrence of an event or achievement of Performance Goals, as specified in the grantee's award

agreement. Unless specified otherwise in the grantee's award agreement, the recipient of restricted stock will

have the rights of a stockholder (including the right to vote the stocks and to receive all dividends and other

distributions with respect to such shares), subject to any restrictions and conditions specified by the

Compensation Committee in the grantee's award agreement. Under the Plan, the maximum number of shares

of common stock subject to restricted stock and restricted stock units granted to any one Participant in any one

calendar year that are subject to a Performance Goal is 500,000 shares, determined as of the grant date.

Restricted Stock Units. The Plan provides for awards of restricted stock units. A restricted stock unit is an

unfunded, unsecured right to receive one share of common stock at a future date upon the passage of time, the

occurrence of an event or achievement of Performance Goals, as specified by the Compensation Committee in

the grantee's award agreement. Awards of restricted stock units will contain such restrictions, terms and

conditions as specified in the grantee's award agreement, which may allow for cash settlement. Under the Plan,

the maximum number of shares of common stock subject to restricted stock and restricted stock units granted

to any one Participant in any one calendar year that are subject to a Performance Goal is 500,000 shares,

determined as of the grant date.

Cash Incentive Awards and Other Cash-Based Awards. The Committee may make cash incentive awards to

employees based on the achievement of Performance Goals established by the Committee. A Participant

generally must remain continuously employed by us through the payment date to be eligible to receive a payout

of the cash incentive award (unless otherwise provided in an applicable agreement). Under the Plan, the

maximum amount that may be paid to any Participant in any calendar year under a cash incentive award, or any

other award that is payable or denominated in cash shall be $15,000,000, determined as of the payout date.

The foregoing maximum shall be adjusted to the corresponding fraction or multiple of that amount for any

performance period of a different duration. To the extent that a cash incentive award, or any other award that is

payable or denominated in cash, is settled in shares of our common stock, compliance with the foregoing

maximum limit shall be determined by calculating the dollar value of the shares of stock to be issued in

settlement based on the fair market value of such shares as of the applicable settlement date.

Cboe Global Markets 2025 Proxy Statement 85

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Effect of a Termination of Employment. In the event of a termination of employment for any reason other than

cause (as defined in the Plan), all vested stock options must be exercised within 90 days from the date of

termination and all shares of restricted stock or restricted stock units that remain subject to vesting conditions

will be forfeited unless the Compensation Committee determines otherwise. These terms can be modified in any

award agreement. All awards will be cancelled and forfeited immediately upon a Participant's termination for

cause.

Change in Control - Double Trigger Vesting Provision. Unless the Compensation Committee determines

otherwise in an award agreement, in the event of a Change in Control, each award will be "double trigger"

unless a successor entity cannot or will not provide a "replacement award" (as defined in the Plan). If a

successor entity cannot or will not provide a replacement award, the award will accelerate and be deemed fully

vested and exercisable and all vesting conditions on each share of restricted stock or restricted stock units will

lapse, with all performance conditions deemed satisfied at the greater of target or the level of performance

actually achieved as of the Change in Control (with similar performance assumed to be achieved through the

remainder of the performance period). If the successor entity, including the Company if it is the surviving entity,

assumes, continues or replaces an outstanding award (each such assumed, continued or replacement award, a

replacement award), then such replacement award shall remain outstanding and be governed by its respective

terms. Upon an involuntary termination of the Participant's employment for any reason other than cause, such

replacement award will accelerate and become fully vested and/or exercisable, with all performance conditions

deemed satisfied at the greater of target or the level of performance actually achieved as of the employment

termination date (with similar performance assumed to be achieved through the remainder of the performance

period).

Non-Employee Director Compensation. The Plan generally imposes an annual compensation limit applicable to

non-employee directors such that the total value of equity compensation awards and cash incentive awards

granted to a non-employee director in a given calendar year under the Plan, together with the cash

compensation earned by the non-employee director during such calendar year, will not exceed $950,000 (and

will not exceed $2,500,000 with respect to a non-employee director serving as the Chairman or Lead Director of

the Board).

Non-Transferability. Awards granted under the Plan are generally non-transferable and, in the case of options,

may be exercised only by the grantee or the grantee's legal representative.

Deferral of Awards. The Compensation Committee may establish procedures to provide that cash, stocks, other

securities, other awards under the Plan, other property and other amounts payable with respect to an award

under the Plan will be deferred either automatically or at the election of the grantee or the Compensation

Committee in compliance with Section 409A of the Code.

No Rights as Stockholders. Grantees of stock options and restricted stock units generally have no rights as

stockholders until our common stock has been delivered in respect of vested awards.

Amendment, Modification, Termination. The Board may alter, amend, revoke, terminate or suspend the Plan,

but may not terminate any outstanding awards granted under the Plan unless there is a liquidation or dissolution

of the Company. The Board may not, without stockholder approval:

Increase the total number of shares that may be issued or delivered under the Plan,

Make any changes in the class of eligible individuals,

Extend the period during which awards may be granted, or

Make any other change where stockholder approval is required by any applicable law, rule or regulation

of the stock exchange on which shares of our common stock are traded.

In addition, other than actions taken for certain federal tax, accounting, or legal compliance purposes, the Board

and Compensation Committee may not take any action that will materially adversely affect the rights of a holder

of an outstanding award, other than a cash incentive award, without the holder's consent.

Certain Federal Income Tax Considerations

The following is a general description of the U.S. federal income tax treatment applicable to the Company and

the Participants who receive awards under the Plan. This discussion does not address all aspects of the U.S.

federal income tax consequences of participating in the Plan that may be relevant to Participants in light of their

personal investment or tax circumstances and does not discuss any state, local or non-U.S. tax consequences

of participating in the Plan. Each Participant is advised to consult his or her particular tax advisor concerning the

application of the U.S. federal income tax laws to such Participant's particular situation, as well as the

86 Cboe Global Markets 2025 Proxy Statement

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applicability and effect of any state, local or non-U.S. tax laws before taking any actions with respect to any

awards. This description is intended for use by our stockholders in determining how to vote at our Annual

Meeting on this proposal and not as tax advice to persons who receive awards under the Plan.

Non-qualified Stock Options. A Participant generally will not recognize income, and we will not be entitled to a

deduction from income, at the time of grant of a non-qualified stock option. When the option is exercised, the

Participant will recognize ordinary income equal to the difference, if any, between the aggregate exercise price

paid and the fair market value, as of the date the option is exercised, of the shares received. We will be entitled

to a federal income tax deduction in the tax year in which the option is exercised, equal to the ordinary income

recognized by the Participant as described above, subject to Section 162(m) of the Code, if applicable.

Restricted Stock. Restricted stock subject to a substantial risk of forfeiture results in income recognition equal to

the excess of the fair market value of shares over any purchase price, if any, only at the time the restrictions

lapse. A Participant may elect to accelerate recognition as of the date of grant through an election under Section

83(b) of the Code. We will have a corresponding deduction at the time the Participant recognizes income,

subject to Section 162(m) of the Code, if applicable.

Restricted Stock Units. Restricted stock units generally are subject to tax at the time of settlement and we

generally will have a corresponding deduction when the Participant recognizes income, subject to Section

162(m) of the Code, if applicable.

Cash Incentive Awards. Cash incentive awards generally are subject to tax at the time of payment. We will have

a corresponding deduction at the time the Participant recognizes income, subject to Section 162(m) of the

Code, if applicable.

Compliance with Section 409A of the Code. To the extent applicable, it is intended that the Plan and any grants

made under the Plan be exempt from or comply with the provisions of Section 409A of the Code, including the

exceptions for stock rights and short-term deferrals. We intend to administer the Plan and any grants made in a

manner consistent with the requirements of Section 409A of the Code.

If any provision of the Plan or an award agreement needs to be revised to satisfy the requirements of Section

409A of the Code, then such provision will be modified or restricted to the extent necessary to be in compliance

with the requirements of Section 409A of the Code, while attempting to maintain the same economic results as

were intended under the Plan and award agreement.

New Plan Benefits. The Compensation Committee continues to have the discretion to determine the type, terms

and conditions and recipients of awards granted under the Plan. Accordingly, it is not possible to determine the

amount of the awards that will be received by any employee or non-employee director under the Plan if it is

approved. However, please refer to the "2024 Grants of Plan-Based Awards" table above, which provides

information on the grants made to the named executive officers in 2024, and to the section above titled "Non-

Employee Director Compensation, " which provides information on grants made to our non-employee directors

in 2024. We expect to make grants to non-employee directors at the Annual Meeting consistent with past

practices.

Existing Plan Benefits . The following table sets forth information with respect to the number of shares subject to

awards previously granted under the 2016 Plan since its inception through March 18, 2025 to each NEO, all

current executive officers as a group, all current directors who are not executive officers as a group and all

employees, including all current officers who are not executive officers as a group. No nominee for election as a

director who is not currently a director of the Company and no associate of any director, nominee for election as

a director or executive officer has received awards under the 2016 Plan. There is no person who has received

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or, as determined at this time, will receive 5% or more of the available shares under the 2016 Plan or the Plan,

respectively.

Name	Number of Shares Subject to Full-Value Awards (1) (2)
Fredric J. Tomczyk	95,292
Jill M. Griebenow	44,601
David Howson	142,086
Christopher A. Isaacson	266,364
Patrick Sexton	85,685
All current executive officers as a group	724,011
All current directors who are not executive officers, as a group	720,086
All employees, including all current officers who are not executive officers, as a group	10,904,194

---

(1) No stock options have been awarded since the inception of the 2016 Plan.

(2) Consists of awards granted in the form of RSUs and PSUs. With respect to RSUs, this table includes the

number of vested and unvested RSUs that have been awarded under the 2016 Plan. With respect to PSUs,

this table includes the number of vested PSUs that have been awarded under the 2016 Plan and a target

amount of unvested PSUs. With respect to unvested PSUs, the number of units that will ultimately be

awarded, and the resulting number of shares of common stock to be issued, will be determined after

completion of the applicable performance period. Please see the "Compensation Discussion and Analysis"

section of this Proxy Statement for additional details on the performance-based awards.

The approval of the Third Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive Plan 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 of Directors recommends a vote FOR approval of the Third Amended and Restated Cboe Global

Markets, Inc. Long-Term Incentive Plan to, among other things, increase the share reserve by 3,000,000 shares

and extend the term of the plan.

88 Cboe Global Markets 2025 Proxy Statement

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STOCKHOLDER PROPOSAL

PROPOSAL 5—STOCKHOLDER PROPOSAL—SUPPORT

FOR TRANSPARENCY IN POLITICAL

SPENDING

We have received notice of the intention of stockholder John Chevedden to present the following proposal at

the Annual Meeting. Mr. Chevedden has advised us that he owns at least 25 shares of stock in the Company.

We will furnish the address for the proponent upon receipt of a request to the Corporate Secretary for such

information. In accordance with federal securities regulations, the text of the stockholder proposal and

supporting statement appears below exactly as received. The contents of the proposal or supporting statement

are the sole responsibility of the proponent, and we are not responsible for the content of the proposal or any

inaccuracies it may contain.

As explained below, the Board does not support the adoption of this proposal and asks stockholders to consider

the Board's response following the proponent's statement below. If the proposal is properly presented at the

Annual Meeting, the Board recommends you vote AGAINST this proposal 5.

Proposal 5 — Support for Transparency in Political Spending

Resolved , Shareholders request that CBOE provide a report, updated semiannually, disclosing the Company's:

1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures

(direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any

candidate for public office, or (b) influence the general public, or any segment thereof, with respect to

an election or referendum.

1. Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner

described in section 1 above, including:

a. The identity of the recipient as well as the amount paid to each; and

b. The title(s) of the person(s) in the Company responsible for decision-making.

The report shall be presented to the board of directors or relevant board committee and posted on the

Company's website within 12 months from the date of the annual meeting. This proposal does not encompass

lobbying spending.

Supporting Statement

Long-term shareholders of CBOE support transparency and accountability in corporate electoral spending. A

company's reputation, value, and bottom line can be adversely impacted by political spending. The risk is

especially serious when giving to trade associations, Super PACs, 527 committees, and "social welfare"

organizations - groups that routinely pass money to or spend on behalf of candidates and political causes that a

company might not otherwise wish to support.

The Conference Board's 2021 "Under a Microscope" report warns "Political activity can pose increasingly

significant risks for companies, including the perception that political contributions -and other forms of activity -

are at odds with core company values." Further, a recent poll of retail shareholders by Mason-Dixon Polling &

Research found that 83% of respondents said they would have more confidence investing in corporations that

have adopted reforms that provide for transparency and accountability in political spending.

CBOE scored a dismal 4.3% on a scale of 100 in the 2024 CPA-Zicklin Index of Corporate Political Disclosure

and Accountability:

https://www.politicalaccountability.net/wp-content/uploads/2024/10/2024-CPA-Zicklin-Index.pdf

Cboe Global Markets 2025 Proxy Statement 89

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This proposal asks CBOE to disclose all of its electoral spending, including payments to Trade Associations and

501(c)(4) social welfare organizations, which may be used for electoral purposes - and are otherwise

undisclosed. This would bring our Company in line with a growing number of leading companies, including

MSCI Inc., BlackRock, Inc., and The Goldman Sachs Group, Inc., which present this information on their

websites.

Without knowing the recipients of our company's political dollars CBOE directors and shareholders cannot

sufficiently assess whether our company's election-related spending aligns or conflicts with its policies on

climate change and sustainability, or other areas of growing concern. Improved CBOE political spending

disclosure will protect the reputation of CBOE and preserve shareholder value.

BOARD OF DIRECTORS' STATEMENT IN OPPOSITION

Our Board of Directors has carefully considered this stockholder proposal, and while the Board generally

supports the proposal's stated objectives of transparency and accountability, it believes that the proposal is not

in the best interests of the Company or its stockholders for the reasons outlined below. For the reasons set forth

below, our Board recommends a vote AGAINST this proposal 5.

We are committed to our ethical standards, and we have procedures and policies in place to seek to ensure that

our political contributions, policy advocacy and related activities are subject to appropriate oversight. We take

diligent steps to maintain compliance with applicable rules and regulations and our Code of Business Conduct

and Ethics.

We have established procedures to help ensure the appropriate oversight and disclosure of Cboe's

political contributions

The financial services industry is a highly regulated industry, and we recognize that legislation and rules

implemented by policymakers greatly affect the markets where our Company operates and the investors we

serve. As such, advocacy and education play a key role in our business, and we believe it is in the best interests

of our stockholders to be an effective participant in the political process.

Cboe has adopted a detailed policy regarding political contributions and other political activities of the Company,

which is available on the Governance Documents page of our Investor Relations website at http://ir.Cboe.com.

We have implemented robust oversight and compliance procedures to seek to ensure that our political

contributions align with applicable laws and, when required, are appropriately disclosed. Cboe's Public Policy

Department has oversight over Cboe's political and lobbying activities and provides a report on such activities to

the Nominating and Governance Committee of the Board generally on an annual basis.

We have a long-standing practice of not using corporate funds for contributions to federal candidates, political

committees, or entities primarily engaged in political activities under sections 527 or 501(c)(4) of the Internal

Revenue Code. This includes direct independent expenditures as defined by the Federal Election Commission

("FEC"). Cboe may make political contributions with corporate funds to certain state and local candidates or

political entities in compliance with applicable law and in consultation with Cboe's Chief Policy Officer.

The Cboe Political Action Committee ("Cboe PAC") is permitted to make contributions to federal politicians

using funds from voluntary contributors, not corporate funds. Cboe PAC can solicit funds from our stockholders,

Cboe Board members, Cboe subsidiary board members, and qualifying Cboe employees. Cboe PAC is

governed by a Board of Directors generally comprised of employees and executives of Cboe. Cboe PAC does

not make contributions based on party affiliation and solely supports incumbent federal candidates based on

factors such as their position and voting record on issues, leadership roles, competitive race status, financial

needs, and geographic connection to a Cboe facility.

Cboe belongs to and collaborates with various industry organizations to help increase the effectiveness of its

advocacy efforts. Our primary industry associations advocate for a broad range of issues facing financial

markets. While our positions may not always fully align with these organizations, we work with them to help

advance progress where opportunities exist and use our influence with these organizations to advocate for

policy changes when needed.

Significant information about our political contributions is already publicly available

To the extent Cboe PAC makes contributions, which is funded entirely on a voluntary basis, Cboe PAC is

subject to extensive public disclosure requirements. The FEC reports on political contributions by Cboe PAC are

available at www.fec.gov. Furthermore, federal election law requires federal campaign committees and federal

political committees to file public reports disclosing their contributions and expenditures. State and local

90 Cboe Global Markets 2025 Proxy Statement

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candidates for elective office and state and local political committees are generally required to file similar public

reports disclosing contributions and expenditures.

A list of industry organizations receiving annual fees of $50,000 or more, and which may engage in U.S. federal

lobbying activity on behalf of Cboe, is included in the policy regarding political contributions and other political

activities of the Company which is available on the Governance Documents page of our Investor Relations

website at http://ir.Cboe.com, and such list is generally updated annually.

In the U.S., federal lobbying expenses are reported in compliance with the U.S. Lobbying Disclosure Act. Cboe

files quarterly reports that disclose our lobbying expenditures and detail our lobbying activities. These lobbying

disclosure reports may be viewed at disclosurespreview.house.gov by searching for Cboe Global Markets, Inc.

We file similar publicly available lobbying reports with state and local agencies as required by state and local

law, which in some cases have even broader disclosure requirements than federal law. Any federal lobbying

firms we hire are required to file similar reports.

Conclusion

We believe that the resources required to implement the additional reporting requested by the proposal are not

justified by the benefits. A robust system of governance, reporting, and accountability for Cboe's political

contributions already exists. Implementing the proposal is duplicative and would impose undue costs and

administrative burdens without providing commensurate value to our stockholders.

The Board recommends that the stockholders vote AGAINST this proposal 5, the stockholder proposal on

political spending.

Cboe Global Markets 2025 Proxy Statement 91

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OTHER ITEMS

BENEFICIAL OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table lists the shares of our common stock that were beneficially owned as of March 18, 2025, or

as of the date otherwise indicated below, and the percentage of our common stock beneficially owned, based

on 104,712,468 shares outstanding on March 18, 2025, by each of:

Our directors and nominees,

Our NEOs,

Our directors, nominees, and NEOs and other executive officers in service as of March 18, 2025, as a

group, and

Beneficial owners of more than 5% of our common stock.

Name	Number of Shares of Common Stock (1)	Percent of Voting Common Stock
Fredric J. Tomczyk	22,024	*
Jill M. Griebenow	10,798	*
David Howson	8,025	*
Christopher A. Isaacson	47,580	*
Patrick Sexton (2)	23,026	*
William M. Farrow, III	11,476	*
Edward J. Fitzpatrick	16,139	*
Ivan K. Fong	6,182	*
Janet P. Froetscher	13,771	*
Jill R. Goodman	11,189	*
Erin A. Mansfield	1,182	*
Cecilia H. Mao	1,182	*
Alexander J. Matturri, Jr.	5,532	*
Jennifer J. McPeek	5,109	*
Roderick A. Palmore	26,471	*
James E. Parisi	8,710	*
All serving directors, nominees, NEOs and other executive officers as a group (21 persons) (3)	229,757	*
The Vanguard Group (4)	12,688,861	12.1%
BlackRock, Inc. (5)	10,623,563	10.1%
AllianceBernstein L.P. (6)	7,690,961	7.3%

---

• Less than 1%.

(1) Except as described below, the RSUs and PSUs granted to our directors and executives, as applicable,

which do not entitle the holder to voting rights and are described in the "Non-Employee Director

Compensation" and "Executive Compensation—Summary Compensation" sections of this proxy statement,

are not included in this table. Beneficial ownership is determined in accordance with Rule 13d-3 under the

Exchange Act, pursuant to which a person or group of persons is deemed to have "beneficial ownership" of

a security if that person has the right to acquire beneficial ownership of such security within 60 days. As

such, amounts also include shares of common stock that the directors, NEOs and the other executive

officers who are not NEOs have or will have the right to acquire pursuant to RSUs and PSUs that will

become vested within 60 days following March 18, 2025. Amounts for directors include 937 shares of

unvested RSUs granted to each non-employee director pursuant to the Second Amended and Restated

Long-Term Incentive Plan that will become vested within 60 days following March 18, 2025. The number of

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shares of unvested RSUs that will become vested within 60 days following March 18, 2025 held by

applicable directors, other than Mr. Tomczyk, as a group is 10,307.

(2) Amount includes 976 shares of common stock that Mr. Sexton has the right to acquire and be issued within

60 days following March 18, 2025 upon the acceleration of vesting of certain RSUs issued prior to 2024 in

connection with a qualified retirement.

(3) Amount also includes 946 shares of common stock that other executive officers have the right to acquire

and be issued within 60 days following March 18, 2025 upon the acceleration of vesting of certain RSUs

issued prior to 2024 in connection with a qualified retirement.

(4) Based on information set forth in a Schedule 13G/A filed with the SEC on February 13, 2024. The Schedule

13G/A reports that, as of December 29, 2023, The Vanguard Group, 100 Vanguard Blvd., Malvern, PA

19355, has sole dispositive power with respect to 12,242,338 shares of common stock. In addition, The

Vanguard Group has shared voting power with respect to 135,611 shares of common stock and shared

dispositive power with respect to 446,523 shares of common stock.

(5) Based on information set forth in a Schedule 13G/A filed with the SEC on December 6, 2024. The Schedule

13G/A reports that, as of November 30, 2024, BlackRock Inc., 50 Hudson Yards, New York, NY 10001, has

sole voting power with respect to 9,711,544 shares of common stock and sole dispositive power with

respect to 10,623,563 shares of common stock.

(6) Based on information set forth in a Schedule 13G filed with the SEC on February 5, 2025. The Schedule

13G reports that, as of December 31, 2024, AllianceBernstein L.P., 501 Commerce Street, Nashville, TN

37203, has sole voting power with respect to 7,254,540 shares of common stock and sole dispositive power

with respect to 7,679,613 shares of common stock. In addition, AllianceBernstein L.P. has shared

dispositive power with respect to 5,876 shares of common stock.

Cboe Global Markets 2025 Proxy Statement 93

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RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our Audit Committee has responsibility for reviewing and approving all related party transactions. The

Committee has adopted a related-party transactions approval policy. Under this policy, transactions between us

and any executive officer, director or holder of more than 5% of our common stock, or any immediate family

member of such person, must be approved or ratified by the Committee in accordance with the terms of the

policy. Except as disclosed below, since January 1, 2024, there were no transactions in which Cboe Global

Markets or any of its subsidiaries was a party, in which the amount involved exceeded $120,000 and in which a

director, a director nominee, an executive officer, a security holder known to own more than 5% of our common

stock, or an immediate family member of any of the foregoing had, or will have, a direct or indirect material

interest.

Phil Ratterman, the brother of Joe Ratterman, one of our former directors who resigned February 5, 2024, was

formerly the Vice President of Software Development at Bats and an independent contractor of the Company.

Phil Ratterman now serves as an employee, providing software development services to the Company. The

Company paid Phil Ratterman approximately $250,000 in salary as an employee in 2024. Phil Ratterman's

compensation was established by the Company in accordance with its compensation practices applicable to

employees with comparable qualifications and responsibilities, holding similar positions and without the

involvement of Joe Ratterman, including with respect to any salary negotiations.

The Company has long-term business relationships with several providers of market indices and some of those

providers may be or may have been affiliated with members of the Board. For example, Mr. Matturri, a member

of the Board, is the retired CEO of S&P Dow Jones Indices LLC, and as disclosed in the Company's Annual

Report on Form 10-K for the year ended December 31, 2024, the Company is party to a license with S&P

pursuant to which the Company has the exclusive right to offer exchange-listed options contracts in the U.S. on

the S&P 500 Index, the S&P 100 Index, and the S&P Select Sector Indices through December 31, 2033, with an

exclusive license to trade options on the S&P 500 Index through December 31, 2032. The Company believes

that such relationships involved terms no less favorable to the Company than those that it believes would have

been obtained in the absence of such affiliation.

Some of the companies or their respective affiliates that may be or may have been affiliated with members of

the Board are our customers, including trading permit holders, trading privilege holders, participants or

members (collectively "Participants"), engage in trading activities on Company exchanges, or have engaged in,

and may in the future engage in investment banking and other commercial dealings in the ordinary course of

business with the Company or its affiliates. In addition, certain of the Participants are clearing members of the

Options Clearing Corporation, and, as such, these Participants clear the market-maker sides of transactions at

Company exchanges. Ms. Mansfield, a member of the Board, is a retired Managing Director at Barclays PLC

and former Vice President at Goldman Sachs & Co. LLC, and as disclosed in the Company's Annual Report on

Form 10-K for the year ended December 31, 2024, affiliates of Goldman Sachs Bank USA and Barclays Capital

Inc. are or were agents and/or lenders under Cboe Global Markets' revolving credit facility and/or the Cboe

Clear Europe credit facility, and are or were our customers, including trading permit holders, trading privilege

holders, participants or members. They have received, or may in the future receive, customary fees and

commissions for these transactions. The Company believes that such relationships involved terms no less

favorable to the Company than those that it believes would have been obtained in the absence of such

affiliations.

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INCORPORATION BY REFERENCE

To the extent that th is Proxy Statement is incorporated by reference into any other filing by Cboe Global Markets

with the SEC under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, the

information contained in the sections of this proxy statement entitled "Audit Matters — Report of the Audit

Committee" and "Executive Compensation — Pay Versus Performance" (to the extent permitted by the rules of

the SEC) shall not be deemed to be "soliciting material" and will not be deemed incorporated, unless specifically

provided otherwise in such filing. The information contained in the "Executive Compensation — Compensation

Committee Report" shall not be deemed to be "soliciting material" and will not be deemed to be incorporated by

reference into any filing under the Securities Act or the Exchange Act, other than Cboe Global Markets' Annual

Report on Form 10-K, except to the extent specifically provided otherwise in such filing.

STOCKHOLDER PROPOSALS

Any stockholder who, in accordance with SEC rules, wishes to present a proposal for inclusion in the proxy

materials to be distributed in connection with next year's annual meeting must timely submit the proposal to the

Corporate Secretary, Cboe Global Markets, Inc., 433 West Van Buren Street, Chicago, Illinois 60607.

Stockholder proposals for inclusion in our proxy statement for the 2026 Annual Meeting of Stockholders must be

received on or before December 4, 2025 and must comply in all other respects with applicable SEC rules.

Our Bylaws allow any stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding

shares of common stock continuously for at least 3 years, to nominate and include in our proxy statement for

the 2026 Annual Meeting of Stockholders director nominees constituting up to the greater of 2 individuals and

20% of the total number of directors then in office, provided that the stockholder(s) and nominee(s) satisfy the

requirements specified in our Bylaws. The stockholder(s) must notify the Corporate Secretary of Cboe Global

Markets, Inc. in writing and provide the specified information described in our Bylaws concerning the proposed

nominee(s). The notice must be delivered to the address set forth in the paragraph above and received at our

principal executive offices not less than 120 days nor more than 150 days prior to the first anniversary of the

date that we first distributed this proxy statement to stockholders, which is April 3, 2025. As a result, notice of

director nominations submitted under these requirements must be received no earlier than the open of business

on November 4, 2025 and no later than the close of business on December 4, 2025, unless our annual meeting

date occurs more than 30 days before or after May 6, 2026, in which case the stockholder's notice must be

received no earlier than 150 days before such annual meeting and no later than the later of 120 days before

such annual meeting or the 10th day following the day on which public announcement of the date of such

meeting is first made by us. The requirements for such notice are set forth in our Bylaws, a copy of which can

be obtained upon request directed to the Corporate Secretary at the address set forth above.

Any stockholder who wishes to propose any business or nominate a person for election to the Board to be

considered by the stockholders at the 2026 Annual Meeting of Stockholders, which proposal or nomination

would not be included in the Company's proxy statement, must notify the Corporate Secretary of Cboe Global

Markets, Inc. in writing and provide the specified information described in our Bylaws concerning the proposed

business or nominee. The notice must be delivered to or mailed to the address set forth in the paragraph above

and received at our principal executive offices not less than 90 days nor more than 120 days prior to the first

anniversary of the date of the Annual Meeting. As a result, any notice given by a stockholder pursuant to these

provisions of our Bylaws (and not pursuant to the SEC rules relating to stockholder proposals for inclusion in the

proxy materials) must be received no earlier than 5:00 p.m., Eastern time, on January 6, 2026 and no later than

5:00 p.m., Eastern time, on February 5, 2026, unless our annual meeting date occurs more than 30 days before

or more than 70 days after May 6, 2026, in which case the stockholder's notice must be received not later than

5:00 p.m., Eastern time, on the tenth day following the day on which public announcement is first made of the

date of the annual meeting. The requirements for such notice are set forth in our Bylaws, a copy of which can

be obtained upon request directed to the Corporate Secretary at the address set forth above.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of

director nominees other than the Company's nominees must provide notice that sets forth the information

required by applicable SEC rules, including Rule 14a-19, no later than March 7, 2026. However, we note that

this date does not supersede any of the requirements or timing described above and set forth in our Bylaws, a

copy of which can be obtained upon request directed to the Corporate Secretary at the address set forth above.

If a stockholder that has notified the Company of its intention to present a proposal at the 2026 Annual Meeting

of Stockholders does not appear or send a qualified representative to present their proposal at the 2026 Annual

Meeting of Stockholders, the Company need not present the proposal for a vote at the 2026 Annual Meeting of

Stockholders.

Cboe Global Markets 2025 Proxy Statement 95

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VOTING INSTRUCTIONS

Why did I receive these proxy materials?

Our Board is asking for your proxy in connection with the Annual Meeting. By giving us your proxy, you

authorize the proxyholders (Fredric J. Tomczyk and Patrick Sexton) to vote your shares at the Annual Meeting

according to the instructions that you provide. If the Annual Meeting is adjourned or postponed, your proxy will

be used to vote your shares when the meeting reconvenes.

Our 2024 Annual Report to Stockholders, which includes a copy of our Annual Report on Form 10-K for the year

ended December 31, 2024 (excluding exhibits), as filed with the SEC, is being mailed to stockholders with this

Proxy Statement.

Who can vote at the Annual Meeting?

You are entitled to vote your shares of our common stock if you were a stockholder at the close of business on

March 18, 2025, the record date for the Annual Meeting. On that date, there were 104,712,468 shares of our

common stock outstanding. Therefore, there are 104,712,468 shares of voting common stock outstanding, each

of which entitles the holder to 1 vote for each matter to be voted on at the Annual Meeting. Our outstanding

common stock is held by approximately 106 stockholders of record as of March 18, 2025. 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 433 West Van Buren Street,

Chicago, Illinois 60607.

Who is and is not a stockholder of record?

If you hold shares of common stock registered in your name at our transfer agent, Broadridge Corporate Issuer

Solutions, Inc. ("Broadridge"), you are a stockholder of record.

If you hold shares of common stock indirectly through a broker, bank, or similar institution, or are an employee

or director who holds shares of restricted stock at Fidelity, you are not a stockholder of record, but instead hold

in "street name". Please see the information under the heading "If I hold my shares in "street name" and do

not provide voting instructions, can my broker still vote my shares?" for important information.

If you are a stockholder of record, Broadridge is sending these proxy materials to you directly. If you hold shares

in street name, these materials are being provided to you either by the broker, bank, or similar institution

through which you hold your shares.

What do I need to do to attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live audio

webcast. The live audio webcast of the Annual Meeting will also be available for listening to the general public,

but participation in the Annual Meeting, including voting shares and submitting questions, will be limited to

stockholders. You are entitled to participate in the Annual Meeting only if you were a stockholder at the close of

business on March 18, 2025, the record date for the Annual Meeting, or if you hold a valid proxy to vote at the

Annual Meeting.

If you were a stockholder of record as of the close of business on March 18, 2025, or you hold a valid proxy for

the Annual Meeting, you will be able to attend the Annual Meeting via live audio webcast, vote your shares, and

submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CBOE2025. To

participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or

on the instructions that accompanied your proxy materials.

If you were not a stockholder of record, but you hold shares in street name and you want to attend the Annual

Meeting via live audio webcast, vote your shares, and submit your questions during the meeting by visiting

www.virtualshareholdermeeting.com/CBOE2025, you must obtain, from the broker, bank, or other organization

that holds your shares, the information required, including a 16-digit control number, and you may be required to

provide proof of beneficial ownership, such as your most recent account statement as of the record date, a copy

of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of

ownership.

If you are not a stockholder or if you have lost your 16-digit control number, you will be able to listen to the live

audio webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/CBOE2025, but you will

not be able to vote or submit your questions during the meeting.

96 Cboe Global Markets 2025 Proxy Statement

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The Annual Meeting will begin promptly at 8:00 a.m., Central time. We encourage you to access the meeting

prior to the start time. Online access will open at 7:45 a.m., Central time, and you should allow ample time to log

in to the meeting live audio webcast and test your computer audio system.

We recommend that you carefully review the procedures needed to gain admission in advance. If you do not

comply with the procedures described here for attending the Annual Meeting via live audio webcast, you will not

be able to participate online.

Please contact Investor Relations at investorrelations@Cboe.com or (312) 786-7559 in advance of the Annual

Meeting if you have questions about attending the Annual Meeting.

If I am unable to attend the live audio webcast of the Annual Meeting, may I listen at a later date?

Yes, an audio replay of the Annual Meeting will be posted and publicly available on the Events and

Presentations page of our Investor Relations website at http://ir.Cboe.com. This audio replay will cover the

entire Annual Meeting, including each stockholder question addressed during the Annual Meeting.

What if during the check-in period or during the Annual Meeting I have technical difficulties or trouble

accessing the virtual meeting live audio webcast?

During online check-in and continuing through the length of the virtual Annual Meeting, we will have technicians

standing by to assist you with any technical difficulties you may have accessing the live audio webcast. If you

encounter any difficulties accessing the Annual Meeting during the check-in or at meeting time, please call (800)

586-1548 (U.S.) or (303) 562-9288 (International).

Why is the Annual Meeting being conducted as a virtual meeting via live audio webcast?

We believe a virtual meeting format for the Annual Meeting may facilitate stockholder attendance, dialogue, and

participation by enabling stockholders to participate fully, and equally, from any location around the world, at no

cost. We will be able to engage with all stockholders as opposed to just those who can afford to travel to an in-

person meeting. The virtual format will also allow stockholders to submit questions and comments during the

meeting.

We are utilizing technology from Broadridge, a leading virtual meeting solution. The platform is expected to

accommodate most, if not all, stockholders. Both we and Broadridge will test the platform technology before

going "live" for the Annual Meeting.

How do I su bmit questions or comments for the Annual Meeting?

Stockholders can submit questions or comments online during the Annual Meeting via live audio webcast by

visiting www.virtualshareholdermeeting.com/CBOE2025. We will answer timely submitted questions or

comments on a matter to be voted on at the Annual Meeting before voting is closed on the matter. Then, we will

address appropriate general questions or comments from stockholders regarding the Company. Questions or

comments received during the Annual Meeting will be presented as submitted, uncensored and unedited,

except that we may omit certain personal details for data protection issues or we may edit profanity or other

inappropriate language. Questions or comments regarding general economic, political, or other views that are

not directly related to the business of the meeting, that are of an individual concern to a stockholder or that are

not an appropriate subject matter for general discussion, are not pertinent to the meeting and therefore will not

be presented. If we receive substantially similar questions, we may group those questions together and provide

a single response to avoid repetition.

How do I vote?

You may cast your vote in one of four ways:

By Internet before the Annual Meeting. The web address for Internet voting is www.proxyvote.com

and is also on the enclosed proxy card. Internet voting is available 24 hours a day.

By Internet during the Annual Meeting . You may vote online during the Annual Meeting (see "What

do I need to do to attend the Annual Meeting?" ). However, even if you plan to participate in the

Annual Meeting via live audio webcast, we recommend that you also vote by Internet as described

above so that your votes will be counted if you later decide not to participate in the Annual Meeting.

By Telephone. The number for telephone voting is 1-800-69 0-6903 and is also on the enclosed proxy

card. Telephone voting is available 24 hours a day.

Cboe Global Markets 2025 Proxy Statement 97

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By Mail. Mark the enclosed proxy card, sign and date it, and return it in the pre-paid envelope we have

provided.

If you choose to vote by Internet before or during the Annual Meeting or by telephone, then you do not need to

return the proxy card. To be valid, your vote by Internet before the Annual Meeting or telephone must be

received by 11:59 p.m., Eastern time, on May 5, 2025 for shares held directly, the deadline specified on the

proxy card. If you vote by Internet before the Annual Meeting or telephone and subsequently obtain a legal

proxy from your account representative, then your prior vote will be revoked regardless of whether you vote that

legal proxy.

The Internet and telephone voting procedures are designed to authenticate stockholders' identities, allow

stockholders to give their voting instructions, and confirm that stockholders' instructions have been recorded

properly. Stockholders voting by Internet or telephone should understand that, while we do not charge any fees

for voting by Internet or telephone, there may nevertheless be costs that must be borne by you.

May I change my vote?

If you are a stockholder of record, you may revoke your proxy or change your vote at any time before it is voted

at the Annual Meeting by:

Submitting a new proxy by telephone or through the Internet, after the date of the earlier voted proxy,

Returning a signed proxy card dated later than your last proxy,

Submitting a written revocation to the Corporate Secretary of Cboe Global Markets, Inc. at 433 West

Van Buren Street, Chicago, Illinois 60607, or

Voting online during the Annual Meeting.

If you are a stockholder of record and need a new proxy card, to change your vote or otherwise, please contact

the Corporate Secretary at the address above or via email at CorporateSecretary@Cboe.com.

If your bank, broker, or other nominee holds your shares in "street na me", y ou may revoke your proxy or change

your vote only by following the separate instructions provided by your bank, broker, or nominee.

If I submit a proxy by Internet, telephone or mail, how will my shares be voted?

If you properly submit your proxy by one of these methods, and you do not subsequently revoke your proxy,

your shares of common stock will be voted in accordance with your instructions.

If you sign, date, and return your proxy card but do not give voting instructions, your shares of common stock

will be voted as follows:

FOR the election of each of our director nominees,

FOR the advisory vote to approve the compensation paid to our executive officers,

FOR the ratification of the appointment of KPMG as our independent registered public accounting firm

for our 2025 fiscal year,

FOR the approval of the Third Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive

Plan to, among other things, increase the share reserve by 3,000,000 shares and extend the term of the

plan,

AGAINST the stockholder proposal regarding political spending, and

Otherwise in accordance with the judgment of the persons voting the proxy on any other matter properly

brought before the Annual Meeting.

In addition, if you properly submit your proxy by one of these methods, and you do not subsequently revoke

your proxy, and any other matters are properly presented at the Annual Meeting, your shares of common stock

will be voted in accordance with the judgment of the persons voting the proxy on such matters. We are not

aware of any other matters that will be considered at the Annual Meeting.

98 Cboe Global Markets 2025 Proxy Statement

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If I hold my shares in "street name" and do not provide voting instructions, can my broker still vote my

shares?

Under the rules of various securities exchanges, brokers that have not received voting instructions from their

customers 10 days prior to the meeting date may vote their customers' shares in the brokers' discretion on the

proposal regarding the ratification of the appointment of KPMG as our independent registered public accounting

firm for our 2025 fiscal year, because the rules of the exchanges currently deem this a "discretionary" matter.

Absent instruction, brokers will not be able to vote on any of the other matters included in this Proxy Statement.

If brokers exercise their discretion in voting on the proposal regarding the ratification of KPMG, a "broker non-

vote" will occur as to the other matters presented for a vote at the Annual Meeting, unless you provide voting

instructions.

What vote is required for adoption or approval of each matter?

Election of Directors. You may vote FOR or AGAINST each of the director nominees or you may ABSTAIN.

Each nominee must receive the affirmative vote of a majority of the votes properly 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.

Advisory Vote to Approve Executive Compensation. You may vote FOR or AGAINST the advisory proposal

to approve our executive compensation or you may ABSTAIN. A majority of the shares of common stock

properly cast upon this proposal must be voted FOR approval of this advisory proposal for it to pass. Votes cast

FOR or AGAINST with respect to the proposal will be counted as shares cast on the proposal.

Ratification of the Appointment of our Independent Registered Public Accounting Firm. You may vote

FOR or AGAINST the ratification of the appointment of our independent registered public accounting firm or you

may ABSTAIN. A majority of the shares of common stock properly cast upon this proposal must be voted FOR

ratification for it to pass. Votes cast FOR or AGAINST with respect to this matter will be counted as shares cast

on the matter.

Approval of the Third Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive Plan. You

may vote FOR or AGAINST the proposal to approve the Third Amended and Restated Cboe Global Markets,

Inc. Long-Term Incentive Plan or you may ABSTAIN. A majority of the shares of common stock properly cast

upon this proposal must be voted FOR approval of this proposal for it to pass. Votes cast FOR or AGAINST with

respect to the proposal will be counted as shares cast on the proposal.

Stockholder Proposal Regarding Political Spending. You may vote FOR or AGAINST the stockholder

proposal regarding political spending or you may ABSTAIN. A majority of the shares of common stock properly

cast upon this proposal must be voted FOR approval of this proposal for it to pass. Votes cast FOR or AGAINST

with respect to the proposal will be counted as shares cast on the proposal.

Abstentions and Broker Non-Votes. Abstentions and broker non-votes will not be considered a vote cast

either for or against any of the matters being presented in this proxy statement and will not impact the voting

results. If you do not provide your broker with voting instructions, the broker cannot vote your shares on any

matter other than the ratification of the appointment of our independent registered public accounting firm. A

"broker non-vote" occurs when your broker submits a proxy for the meeting with respect to discretionary

matters, but does not vote on non-discretionary matters because you did not provide voting instructions on

these matters. In the case of a discretionary matter ( i.e. , the ratification of the appointment of our independent

registered public accounting firm), your broker is permitted to vote your shares of common stock even when you

have not given voting instructions (as described above under "If I hold my shares in "street name" and do

not provide voting instructions, can my broker still vote my shares?" ).

How many votes are required to transact business at the Annual Meeting?

A quorum is required to transact business at the Annual Meeting. The holders of a majority of the outstanding

shares of our common stock as of March 18, 2025, present or represented by proxy and entitled to vote, will

constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes are

treated as present for quorum purposes.

What happens if the meeting is postponed or adjourned or encounters technical difficulties?

Your proxy will remain valid and may be voted at the postponed or adjourned meeting. You will be able to

change or revoke your proxy until it is voted. If there are any technical issues in convening or hosting the

Cboe Global Markets 2025 Proxy Statement 99

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meeting, we will promptly post information to our Investor Relations website, including information on when the

meeting will be reconvened.

How do I obtain more information about Cboe Global Markets, Inc.?

A copy of our 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K, is enclosed

with this Proxy Statement. The 2024 Annual Report, our Annual Report on Form 10-K for the fiscal year ended

December 31, 2024 filed with the SEC, our Corporate Governance Guidelines, our Code of Business Conduct

and Ethics, and the charters for our Audit, Compensation, and Nominating and Governance Committees are

available on our website at http://ir.Cboe.com. In addition, we intend to disclose any future amendments to

certain provisions of our Code of Business Conduct and Ethics, or any waivers of such provisions, applicable to

any principal executive officer, principal financial officer, principal accounting officer or controller, or persons

performing similar functions on our website at http://ir.Cboe.com.

These documents may also be obtained, free of charge, by writing to: Cboe Global Markets, Inc., 433 West Van

Buren Street, Chicago, Illinois 60607, Attn: Investor Relations; or by sending an e-mail to:

investorrelations@Cboe.com.

These documents, as well as other information about us, are also available on our website at http://ir.Cboe.com.

Information on our website does not form a part of this Proxy Statement.

How do I sign up for electronic delivery of proxy materials?

This Proxy Statement and our 2024 Annual Report to Stockholders are available on our website at http://

ir.Cboe.com. If you would like to help reduce our costs of printing and mailing future materials, you can consent

to access these documents in the future over the Internet rather than receiving printed copies in the mail.

If you are a stockholder of record, you may sign up for this service by contacting our transfer agent in writing at

Broadridge, 51 Mercedes Way, Edgewood, NY 11717 or calling (866) 301-8223. If you hold shares of common

stock in "street name", you can contact your account representative at the broker, bank, or similar institution

through which you hold your shares for information regarding electronic delivery of future materials. Your

consent to electronic delivery will remain in effect until you revoke it.

Who pays the expenses of this proxy solicitation?

The Company will pay the expenses of the preparation of our proxy materials and the solicitation of proxies by

the Company for the Annual Meeting. Certain of our directors, officers or employees may make solicitations in

person, telephonically, electronically, or by other means of communication. We have also engaged Sodali & Co

(formerly Morrow Sodali LLC) to assist in the solicitation and distribution of proxies. Our directors, officers, and

employees will receive no additional compensation for any such solicitation, and we will pay Sodali & Co a fee

of $10 ,000 for its services, as well as reimbursements for certain expenses. We will request that banks,

brokerage houses, and other custodians, nominees, and fiduciaries forward all of our solicitation materials to the

beneficial owners of the shares that they hold of record. We will reimburse these record holders for customary

clerical and mailing expenses incurred by them in forwarding these materials to customers.

If you have any questions about the Annual Meeting or need additional copies of this Proxy Statement or

additional proxy cards, please contact Sodali & Co at 333 Ludlow St, 5th Floor, South Tower, Stamford,

Connecticut 06902. Banks and brokerage firms may call (203) 658-9400 and stockholders may call toll-free at

(800) 662-5200 or by sending an e-mail to: CBOE.info@sodali.com.

Who will count the vote?

The Company has engaged Broadridge to serve as the inspector of elections for the Annual Meeting. As

inspector of elections, Broadridge will tabulate the voting results.

What does it mean if I get more than one proxy or voting instruction card?

If your shares are registered in more than one name or in more than one account, you will receive more than

one card. This may occur if you hold common stock in multiple accounts, such as with different brokers in street

name and as the record holder with Broadridge. Please complete and return all of the proxy or voting instruction

cards that you receive (or vote by telephone or through the Internet all of the shares on all of the proxy or voting

instruction cards received) to ensure that all of your shares are voted.

100 Cboe Global Markets 2025 Proxy Statement

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APPENDIX A—RECONCILIATION OF NON-GAAP

FINANCIAL MEASURES TO GAAP

MEASURES

In addition to disclosing results determined in accordance with U.S. generally accepted accounting principles

("GAAP"), Cboe Global Markets, Inc. has disclosed certain non-GAAP measures of operating performance in

this Proxy Statement. These measures are not in accordance with, or a substitute for, GAAP, and may be

different from or inconsistent with non-GAAP financial measures used by other companies. The non-GAAP

measures provided in this Proxy Statement are corporate-wide EBITDA and adjusted EBITDA and 3-year

adjusted EPS. Management believes that the non-GAAP financial measures presented in this Proxy Statement

provide the appropriate means to determine compensation payouts under our annual incentive plan. The

Company also believes that providing a discussion of these metrics provides management and investors an

additional perspective on the Company's financial and operational performance and trends.

(in millions)	Twelve Months Ended December 31, 2024
Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA
Net income allocated to common stockholders	$ 761.0
Interest expense, net	24.2
Income tax provision	318.9
Depreciation and amortization	133.0
EBITDA	$ 1,237.1
Non-GAAP adjustments not included in above line items
Acquisition-related expenses	1.3
Loss on investments	31.4
Gain on sale of property held for sale	(1.0)
Cboe Digital syndication wind down	(1.0)
Gain on Cboe Digital non-recourse notes and warrants wind down	(1.4)
Costs related to Cboe Digital wind down	2.1
Change in contingent consideration	2.1
Impairment of intangible assets	81.0
Adjusted EBITDA, including minority investments	$ 1,351.6
Minority investments (1)	11.2
Adjusted EBITDA, excluding minority investments	$ 1,362.8

---

(1) Impact from minority investments are removed for purposes of STI achievement calculations.

Cboe Global Markets 2025 Proxy Statement 101

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(in millions)	Twelve Months Ended December 31, 2023
Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA
Net income allocated to common stockholders	$ 757.5
Interest expense, net	50.4
Income tax provision	286.2
Depreciation and amortization	158.0
EBITDA	$ 1,252.1
Non-GAAP adjustments not included in above line items
Acquisition-related expenses	7.4
Income from investment	(2.1)
Change in contingent consideration	(14.4)
Impairment of investment	1.8
Adjusted EBITDA, including minority investments	$ 1,244.8
Minority investments (1)	(3.5)
Adjusted EBITDA, excluding minority investments	$ 1,241.3

---

(1) Impact from minority investments are removed for purposes of STI achievement calculations.

(in millions)	Twelve Months Ended December 31, 2022
Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA
Net income allocated to common stockholders	$ 234.1
Interest expense, net	56.4
Income tax provision	197.9
Depreciation and amortization	166.8
EBITDA	$ 655.2
Non-GAAP adjustments not included in above line items
Acquisition-related expenses	19.9
Impairment of investment	10.6
Loan forgiveness	(1.3)
Gain on investment	(7.5)
Goodwill impairment	460.9
Investment establishment costs	3.0
Change in contingent consideration	(5.2)
Adjusted EBITDA	$ 1,135.6

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(in millions)	Twelve Months Ended December 31, 2021
Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA
Net income allocated to common stockholders	$ 527.3
Interest expense, net	47.4
Income tax provision	227.1
Depreciation and amortization	167.4
EBITDA	$ 969.2
Non-GAAP adjustments not included in above line items
Acquisition-related expenses	15.6
Impairment of investment	5.0
Change in contingent consideration	(2.7)
Adjusted EBITDA	$ 987.1

(in millions)	Twelve Months Ended December 31, 2020
Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA
Net income allocated to common stockholders	$ 467.0
Interest	37.6
Income tax provision	192.2
Depreciation and amortization	158.5
EBITDA	$ 855.3
Non-GAAP adjustments not included in above line items
Acquisition-related expenses	45.2
Provision for notes receivable	6.7
Bargain purchase gain (1)	(32.6)
Adjusted EBITDA	$ 874.6

---

(1) This amount represents the bargain purchase gain related to the acquisition of Cboe Clear Europe on July

1, 2020.

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(in millions, except per share amounts)	Thirty Six Months Ended December 31, 2024
Reconciliation of 3-Year Net Income Allocated to Common Stockholders to Non-GAAP
Net income allocated to common stockholders	$ 1,752.6
Non-GAAP adjustments
Acquisition-related expenses (1)	28.6
Income from investment	(2.1)
Amortization of acquired intangible assets (2)	329.6
Loss on investments	43.8
Change in contingent consideration	(17.5)
Investment establishment costs	3.0
Gain on investment	(7.5)
Loan forgiveness	(1.3)
Gain on Cboe Digital non-recourse notes and warrants wind down	(1.4)
Cboe Digital syndication wind down	(1.0)
Costs related to Cboe Digital wind down	2.1
Gain on property held for sale	(1.0)
Impairment of intangible assets	81.0
Goodwill impairment	460.9
Total Non-GAAP adjustments	$ 917.2
Income tax expense related to the items above	(226.6)
Tax provision re-measurements	(0.9)
Tax reserves	34.4
Valuation allowances	2.3
Net income allocated to participating securities - effect on reconciling items	(3.1)
Adjusted 3-year net income allocated to common stockholders	$ 2,475.9
Reconciliation of 3-Year Diluted EPS to Non-GAAP
Diluted earnings per common share	$ 16.5
Per share impact of non-GAAP adjustments noted above	6.8
3-year Adjusted diluted earnings per common share	$ 23.34

---

(1) This amount includes professional fees and outside services, severance, facilities expenses, impairment

charges and other costs related to the company's acquisitions.

(2) This amount represents the amortization of acquired intangible assets related to the Company's

acquisitions.

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APPENDIX B—PROPOSED THIRD AMENDED AND

RESTATED CBOE GLOBAL

MARKETS, INC. LONG-TERM

INCENTIVE PLAN

THIRD AMENDED AND RESTATED

CBOE GLOBAL MARKETS, INC. LONG-TERM INCENTIVE PLAN

(Amended and Restated Effective May 6, 2025)

Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.) has established this Third Amended and Restated Cboe

Global Markets, Inc. Long- Term Incentive Plan to provide an additional inducement for Eligible Individuals to

provide services to the Corporation or an Affiliate as an Employee or non-employee Director, to reward such

Eligible Individuals by providing an opportunity to acquire incentive awards, and to provide a means through

which the Corporation may attract able persons to enter the employment of or engagement with the Corporation

or one of its Affiliates. Awards may, in the discretion of the Board or Committee, and subject to such restrictions

as the Board or Committee may determine or as provided herein, consist of Non-Qualified Stock Options,

Restricted Stock, Restricted Stock Units, Incentive Compensation Awards, or any combination of the foregoing.

ARTICLE 1

DEFINITIONS

Whenever used in the Plan, the following terms have the meanings set forth below, and when the meaning is

intended, the initial letter of the word is capitalized:

"Affiliate" means a Person that directly or indirectly through one or more intermediaries, controls, or is

controlled by, or is under common control with the Corporation. For purposes of the preceding sentence, the

word "control" (by itself and as used in the terms "controlling," "controlled by" and "under common control with")

means the possession, direct or indirect, of the power to direct or cause the direction of the management and

policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Award" means a Non-Qualified Stock Option, Restricted Stock, Restricted Stock Unit, or Incentive

Compensation Award granted under the Plan.

"Award Agreement" means an agreement entered into between the Corporation and the applicable

Participant, setting forth the terms and provisions applicable to the Award then being granted under the Plan, as

further described in Section 4.2 of the Plan, or in the case of an Incentive Compensation Award, such other

written communication from the Corporation in which the terms of the Incentive Compensation Award are set

forth.

"Award Date" means, with respect to any Award, the date of the grant or award specified by the Committee in

a resolution or other writing, duly adopted, and as set forth in the Award Agreement, provided that such Award

Date will not be earlier than the date of the Committee action.

"Board" means the Board of Directors of the Corporation.

"Cause" has the meaning set forth in any employment, consulting, or other written agreement between the

Participant and the Corporation or an Affiliate. If there is no employment, consulting, or other written agreement

between the Corporation or an Affiliate and the Participant or if such agreement does not define "Cause," then

"Cause" will have the meaning specified in the Award Agreement, provided that if the Award Agreement does

not so specify, "Cause" will mean, as determined by the Committee in its sole discretion and solely with respect

to the Plan and any Award made hereunder, the Participant's (a) willful and continued failure to perform his or

her material duties with the Corporation or an Affiliate, or the commission of any activities constituting a violation

or breach under any Federal, state, local or non-U.S. law or regulation applicable to the activities of the

Corporation or an Affiliate, (b) fraud, breach of fiduciary duty, dishonesty, misappropriation or other action that

causes damage to the property or business of the Corporation or an Affiliate, (c) repeated absences from work

such that the Participant is unable to perform his or her employment or other duties in all material respects,

other than due to becoming Disabled, (d) admission or conviction of, or plea of nolo contendere to, any felony,

or any other crime that, in the reasonable judgment of the Board or Committee, adversely affects the

Corporation's or an Affiliate's reputation or the Participant's ability to carry out the obligations of his or her

employment or Service, (e) loss of any license or registration that is necessary for the Participant to perform his

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or her duties for the Corporation or an Affiliate, (f) failure to cooperate with the Corporation or an Affiliate in any

internal investigation or administrative, regulatory or judicial proceeding or, (g) act or omission in violation or

disregard of the Corporation's or an Affiliate's policies, including but not limited to the Corporation's or an

Affiliate's harassment and discrimination policies and standards of conduct, including the Code of Business

Conduct and Ethics, then in effect, in such a manner as to cause loss, damage or injury to the property,

reputation or employees of the Corporation or an Affiliate. In addition, the Participant's Service will be deemed to

have terminated for Cause if, after the Participant's Service has terminated, facts and circumstances are

discovered that would have justified a termination for Cause. Any act, or failure to act, based upon authority

given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the

Corporation or an Affiliate will be conclusively presumed to be done, or omitted to be done, in good faith and in

the best interests of the Corporation or an Affiliate.

"Change in Control" means the first to occur of the following:

(a) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated

under the Exchange Act) of voting securities of the Corporation where such acquisition causes such

Person to own 35% or more of the combined voting power of the then outstanding voting securities of

the Corporation entitled to vote generally in the election of directors (the "Outstanding Voting

Securities"); provided that for purposes of this paragraph (a), the following acquisitions will not be

deemed to result in a Change in Control: (i) any acquisition directly from the Corporation, (ii) any

acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust)

sponsored or maintained by the Corporation or any Affiliate of the Corporation or (iv) any acquisition by

any corporation or entity pursuant to a transaction that complies with clauses (A), (B) and (C) of

paragraph (c) of this definition below; and provided further that if any Person's beneficial ownership of

the Outstanding Voting Securities reaches or exceeds 50% as a result of a transaction described in

clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting

securities of the Corporation, such subsequent acquisition will be treated as an acquisition that causes

such Person to own 35% or more of the Outstanding Voting Securities;

(b) Individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any

reason to constitute at least a majority of the Board, provided that any individual becoming a director

subsequent to the date hereof whose election, or nomination for election by the Corporation's

stockholders, was approved by a vote of at least a majority of the directors then comprising the

Incumbent Board will be considered as though such individual were a member of the Incumbent Board,

but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result

of an actual or threatened election contest with respect to the election or removal of directors or other

actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c) The approval by the stockholders of the Corporation and consummation of (i) a reorganization, merger

or consolidation, or sale or other disposition of all or substantially all of the assets of the Corporation or

(ii) the acquisition of assets or stock of another corporation in exchange for voting securities of the

Corporation (each of (i) and (ii), a "Business Combination"); excluding, however, such a Business

Combination pursuant to which (A) all or substantially all of the individuals and entities who were the

beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination

beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of

common stock and the combined voting power of the then-outstanding voting securities entitled to vote

generally in the election of directors, as the case may be, of the corporation resulting from such

Business Combination (including, without limitation, a corporation that as a result of such transaction

owns the Corporation or all or substantially all of the Corporation's assets either directly or through one

or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such

Business Combination of the Outstanding Voting Securities, (B) no Person (excluding any employee

benefit plan (or related trust) of the Corporation or such corporation resulting from such Business

Combination) beneficially owns, directly or indirectly (except to the extent that such ownership existed

prior to the Business Combination), an amount of, respectively, the then-outstanding shares of common

stock of the corporation resulting from such Business Combination or the combined voting power of the

then outstanding voting securities of such corporation representing 20% thereof; and (C) at least a

majority of the members of the board of directors of the corporation resulting from such Business

Combination were members of the Incumbent Board at the time of the execution of the initial

agreement, or of the action of the Board, providing for such Business Combination; or

(d) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the

Corporation.

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Notwithstanding the foregoing, (i) unless a majority of the Incumbent Board determines otherwise, no Change in

Control will be deemed to have occurred with respect to a particular Participant if the Change in Control results

from actions or events in which such Participant is a participant in a capacity other than solely as an Officer,

Employee or Director of the Corporation, (ii) a Public Offering will not constitute a Change in Control, and (iii) for

the avoidance of doubt, a transaction shall not constitute a Change in Control if it is effected for the purpose of

changing the place of incorporation or form of organization of the ultimate parent entity (including where the

Corporation is succeeded by an issuer incorporated under the laws of another state, country or foreign

government for such purpose and whether or not the Corporation remains in existence following such

transaction) where all or substantially all of the individuals and entities who were the beneficial owners of the

Outstanding Voting Securities immediately prior to such transaction beneficially own, directly or indirectly, own

all or substantially all of the Outstanding Voting Securities in substantially the same proportions of their

ownership after the transaction.

"Code" means the Internal Revenue Code of 1986, as amended, together with the regulations and official

guidance promulgated thereunder. A reference to any provision of the Code will include reference to any

successor provision of the Code.

"Committee" means the Compensation Committee of the Board, if any, or such similar or successor committee

appointed by the Board to administer the Plan. If the Board has not appointed a Committee, including the

Compensation Committee of the Board, to administer the Plan, the Board will function in place of the Committee

as administrator of the Plan and references to the "Committee" herein shall mean and refer to the Board.

"Corporation" means Cboe Global Markets, Inc. or any successor corporation thereto.

"Director" means any individual who is a member of the Board on or after the Effective Date.

"Disabled" means the Participant:

(a) becomes unable to engage in any substantial gainful activity by reason of any medically determinable

physical or mental impairment that can be expected to result in death or that has lasted or can be

expected to last for a continuous period of not less than 12 months; or

(b) by reason of any medically determinable physical or mental impairment that can be expected to result in

death or can be expected to last for a continuous period of not less than 12 months, receives income

replacement benefits for a period of not less than three months under an accident and health plan of the

Corporation or an Affiliate, as applicable.

"Dividend Equivalent Right" means a right to receive, with respect to any dividends or other distributions on a

share of Stock underlying a Restricted Stock Unit, dividend equivalents on the share of Stock, as though such

share of Stock had been issued and outstanding, fully vested, and held by the Participant on the record date of

payment of such dividends. Subject to Section 7.4, Dividend Equivalent Rights may be provided in connection

with an Award of Restricted Stock Units under the Plan, but not in connection with an Award of Restricted Stock

or Options.

"Effective Date" has the meaning set forth in Section 10.3 of the Plan.

"Eligible Individual" means any Employee or non-employee Director.

"Employee" means any person treated as a common law employee in the records of the Corporation or one of

its Affiliates. The Corporation shall determine in good faith and in the exercise of its discretion whether an

individual has become or has ceased to be an Employee and the effective date of such individual's employment

or termination of employment, as the case may be. For purposes of an individual's rights, if any, under the terms

of the Plan as of the time of the Corporation's determination of whether or not the individual is an Employee, all

such determinations by the Corporation shall be final, binding and conclusive as to such rights, if any,

notwithstanding that the Corporation or any court of law or governmental agency subsequently makes a

contrary determination as to such individual's status as an Employee.

"Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and

regulations promulgated thereunder. A reference to any provision of the Exchange Act will include reference to

any successor provision of the Exchange Act.

"Exercise Price" means the purchase price at which an Option may be exercised, subject to the provisions of

Article 5.

"Fair Market Value" means, as of any date:

(a) if the Stock is readily tradeable on a national or regional securities exchange or market system, or is

quoted on the Over the Counter Bulletin Board (OTCBB), the Fair Market Value of a share of Stock will

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be the sales price at close of the Stock on the Award Date, time of exercise, or other date of calculation

(or on the last preceding trading date if Stock was not traded on such date) as quoted on such national

or regional securities exchange or market system or the OTCBB (whichever constitutes the primary

market for the Stock), as reported by the Consolidated Tape Association, the OTCBB or such other

source as the Committee deems reliable; or

(b) if the Stock is not readily tradeable on a national or regional securities exchange or market system and

is not quoted on the OTCBB, the fair market value as determined in good faith by the Board or the

Committee, by the reasonable application of a reasonable valuation method in accordance with Section

409A and Treasury Regulation Section 1.409A-1(b)(5)(iv)(B) (or any similar or successor provision),

thereunder, as the Board or the Committee will in its discretion select and apply at the time of the Award

Date, time of exercise, or other date of calculation.

For avoidance of doubt, for tax purposes upon settlement of an Award, the fair market value of the Stock may

be determined using such other methodology as may be required by applicable laws or as appropriate for

administrative reasons.

"Incentive Compensation Award" means a cash-denominated award based on the achievement of

Performance Goals, subject to the requirements of Article 11 and awarded in accordance with the terms of the

Plan.

"Insider" means an Officer, Director, or other person whose transactions in Stock are subject to Section 16 of

the Exchange Act.

"Insider Trading Policy" means the written policy of the Corporation pertaining to the purchase, sale, transfer

or other disposition of the Corporation's equity securities by Directors, Officers, Employees or other service

providers who may possess material, nonpublic information regarding the Corporation or its securities.

"Non-Qualified Stock Option" means an Option that is not intended to (as set forth in the Award Agreement)

or that does not qualify as an "incentive stock option" within the meaning of Code Section 422.

"Officer" means any person designated by the Board as an officer of the Corporation.

"Option" means an option to purchase Stock at an Exercise Price determined on the Award Date, subject to

the applicable provisions of Article 5, awarded in accordance with the terms and conditions of the Plan.

"Participant" means an Eligible Individual to whom the Committee has made one or more Awards under the

Plan in accordance with Section 4.1 of the Plan.

"Performance Goals" will mean performance goals established by the Committee prior to the grant of an

Award and based on the attainment of one or any combination of the following measures, or such other criteria

selected by the Committee in its discretion, in each case of the Corporation, an Affiliate, or business unit by or

within which the Participant is primarily employed or a combination thereof: (a) net earnings; (b) operating

earnings or income; (c) earnings growth; (d) net income; (e) net income per share; (f) gross revenue or revenue

by pre-defined business segment; (g) revenue backlog; (h) pre- or post-tax profit margins; (i) cash flow,

including operating cash flow, free cash flow, discounted cash flow return on investment, and cash flow in

excess of cost of capital; (j) earnings per share; (k) return on stockholders' equity; (l) stock price; (m) return on

common stockholders' equity; (n) return on capital; (o) return on assets; (p) economic value added (income in

excess of cost of capital); (q) customer satisfaction; (r) cost control or expense reduction; (s) ratio of operating

expenses to operating revenues; (t) market share; (u) volume; (v) revenue per contract; and (w) adjusted pretax

income, in each case, absolute or relative to peer- group comparative; provided, however, that in the case of

Incentive Compensation Awards, Performance Goals may include individual performance goals or objectives

applicable to the Participant.

The Committee also may benchmark Performance Goals under one or more of the measures or other criteria

described above relative to the performance of other corporations or in such other manner as it deems

appropriate, in its discretion. The Committee will have the discretion to (i) with respect to Awards generally,

adjust targets set for pre-established performance objectives as it deems appropriate to reflect the inclusion or

exclusion of, amongst other things, the impact of extraordinary, infrequent or unusual items, events or

circumstances, and (ii) with respect to an Incentive Compensation Award granted to an Eligible Individual,

adjust or change the pre-established targets and metrics utilized to measure performance and attainment, as

further provided in Section 11.1 of the Plan.

"Performance Period" means a period of one or more years, as determined by the Committee.

"Person" means a "person" as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act.

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"Plan" means the Cboe Global Markets, Inc. Long-Term Incentive Plan, as set forth herein in this Third

Amended and Restated Cboe Global Markets, Inc. Long-Term Incentive Plan (third amendment and

restatement as adopted by the Board on February 11, 2025), as the same may be further amended,

administered or interpreted from time to time.

"Public Offering" means any sale of any class of the Corporation's equity securities pursuant to an effective

registration statement under Section 12 of the Exchange Act filed with the SEC on Form S-1 (or any successor

form adopted by the SEC), provided that the following will not be considered a public offering: (a) any issuance

of common equity securities by the Corporation as consideration for a merger or acquisition, (b) any issuance of

common securities to employees, directors or consultants of any of the Corporation or any of its Affiliates as part

of an incentive or compensation plan, (c) any issuance of common equity securities as part of a unit with debt or

preferred stock or any similar structure in which the common equity securities are being offered primarily as a

means of enhancing the Corporation's ability to sell the debt or preferred stock and (d) the issuance of Stock by

the Corporation upon conversion of any preferred stock of the Corporation.

"Restricted Stock" means an award of shares of Stock delivered under the Plan subject to the requirements of

Article 6 and such other restrictions as the Committee deems appropriate or desirable. The restrictions on, and

risk of forfeiture of, Restricted Stock generally will expire on a specified date, upon the occurrence of an event

or achievement of Performance Goals, or on an accelerated basis under certain circumstances specified in the

Plan or the Award Agreement.

"Restricted Stock Unit" means a notional account established pursuant to an Award granted to a Participant,

as described in Article 7, that is (a) valued solely by reference to shares of Stock, (b) subject to restrictions

specified in the Award Agreement, and (c) payable in Stock or cash, in the Committee's sole discretion. The

restrictions on, and risk of forfeiture of, Restricted Stock Units generally will expire on a specified date, upon the

occurrence of an event or achievement of Performance Goals, or on an accelerated basis under certain

circumstances specified in the Plan or the Award Agreement.

"Rule 16b-3" means Rule 16b-3 under the Exchange Act, as amended, and any guidance issued thereunder by

the SEC.

"Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002. A reference to any provision of the Sarbanes-

Oxley Act will include reference to any successor provision of the Sarbanes-Oxley Act.

"SEC" means the U.S. Securities and Exchange Commission.

"Section 409A" means Code Section 409A, as amended, and any proposed and final regulations and other

guidance issued thereunder by the U.S. Department of Treasury and/or the Internal Revenue Service.

"Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations

promulgated thereunder. A reference to any provision of the Securities Act will include reference to any

successor provision of the Securities Act.

"Service" means the provision of personal services to the Corporation or its Affiliates in the capacity of (a) an

Employee, (b) a Director, or (c) a consultant. A Participant's Service shall not be deemed to have terminated

merely because of a change in the capacity in which the Participant renders Service to the Corporation or its

Affiliates, a transfer of the Participant among the Corporation and its Affiliates, or a change in the Corporation or

Affiliate for which the Participant renders such Service, provided in each case that there is no interruption or

termination of the Participant's Service. Additionally, a Participant's Service shall not be deemed to have

terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved

by the Corporation, provided that if any such leave taken by a Participant exceeds 90 days, then on the 91st

day immediately following such 90-day period, the Participant's Service shall be deemed to have

terminated, unless the Participant's right to return to Service is guaranteed by statute or contract.

Notwithstanding the foregoing, unless otherwise designated by the Corporation, a leave of absence authorized

by the Corporation shall be treated as Service for purposes of determining vesting under the Award Agreement.

A Participant's Service shall be deemed to have terminated either upon an actual termination of Service or upon

the time that the entity for which the Participant performs Service ceases to be an Affiliate of the Corporation.

Subject to the foregoing, the Corporation, in its discretion, shall determine whether the Participant's Service has

terminated and the effective date of and reason for such termination.

"Stock" means the "Common Stock" of the Corporation (as defined in Article Fourth (a)(i) of the Third Amended

and Restated Certificate of Incorporation of the Corporation, as may be amended from time to time).

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ARTICLE 2

PLAN ADMINISTRATION

Section 2.1 Administration. The Committee will administer the Plan. The Committee will interpret the Plan and

any Award Agreement or other form of agreement or other document used by the Corporation in the

administration of the Plan or of any Award, and prescribe such rules, regulations, and procedures in connection

with the operation of the Plan, as it deems to be necessary and advisable for the administration of the Plan

consistent with the purposes of the Plan. Without limiting the foregoing, the Committee will have the authority

and complete discretion to:

(a) Prescribe, amend, and rescind rules and regulations relating to the Plan and any Awards;

(b) Select Eligible Individuals (including members of the Committee) to receive Awards, as provided in

Section 4.1 of the Plan;

(c) Determine the form and terms of Awards;

(d) Determine the number of shares of Stock or other consideration subject to Awards, as provided in

Articles 5 through 9 of the Plan;

(e) Determine whether Awards will be granted singly, in combination or in tandem with, in replacement of,

or as alternatives to, other Awards under the Plan or grants or awards under any other incentive or

compensation plan of the Corporation;

(f) Construe and interpret the Plan, any Award Agreement in connection with an Award and any other

agreement or document executed pursuant to the Plan;

(g) Correct any defect or omission, or reconcile any inconsistency in the Plan, any Award or any Award

Agreement;

(h) Accelerate or, with the consent of the Participant, defer the vesting of any Award or the exercise date of

any Award, subject to the limitations of Section 409A;

(i) Authorize any person to execute on behalf of the Corporation any instrument required to effectuate the

grant of an Award and delegate to Officers of the Corporation the authority to perform administrative

functions under the Plan subject to any legal requirements that the Committee as a whole take action

with respect to such function, other than any such delegation that would cause Awards or other

transactions under the Plan to cease to (i) be exempt from Section 16(b) of the Exchange Act, or (ii)

satisfy the independent director requirements of the applicable national or regional securities exchange

or market system;

(j) To the extent permissible under Section 141(c) and Section 157(c) of the Delaware General Corporation

Law and other applicable laws, regulations and stock exchange rules, the Board and the Committee

may each, in their discretion, delegate to another committee or one or more officers of the Corporation

or to any other person or body, any or all of the authority and responsibility of the Committee with

respect to awards to Employees who are not subject to Section 16 of the Exchange Act at the time any

such delegated authority or responsibility is exercised. To the extent that the Board or the Committee

has delegated to such other committee or to one or more officers of the Corporation or to any other

person or body, the authority and responsibility of the Committee pursuant to the foregoing, all

references to the Committee in the Plan shall be deemed to refer to such other committee or to such

officer or officers or to such other person or body;

(k) Amend, modify, extend, cancel or renew any Award, and authorize the exchange, substitution, or

replacement of Awards, provided that (i) no such amendment, modification, extension, cancellation,

renewal, exchange, substitution, or replacement will be to the detriment of a Participant with respect to

any Award previously granted without the affected Participant's written consent, unless (A) such change

is necessary or advisable to comply with applicable law or (B) the Award to be amended is an Incentive

Compensation Award, (ii) any such amendment, modification, extension, cancellation, renewal,

exchange, substitution or replacement must satisfy the requirements for exemption under Section 409A,

and (iii) in no event will the Committee be permitted to reduce the Exercise Price of any outstanding

Option, cancel an Option in exchange for cash or other Awards, exchange or replace an outstanding

Option with a new Option with a lower Exercise Price, or take any other action that would be a

"repricing" of Options, without stockholder approval, except pursuant to Section 5.2;

(l) Determine whether a Participant has engaged in the operation or management of a business that is in

competition with the Corporation or any of its Affiliates, or whether a Participant has violated the

restrictive covenants referred to in Section 10.12; and

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(m) Make all other determinations deemed necessary or advisable for the administration of the Plan.

The Committee will keep records of action taken at its meetings. A majority of the Committee will constitute a

quorum at any meeting, and the acts of a majority of the members present at any meeting at which a quorum is

present, or acts approved in writing by a majority of the Committee, will be the acts of the Committee.

Section 2.2 Administration with Respect to Insiders. With respect to Eligible Individuals who are Insiders, at

any time that any class of equity security of the Corporation is registered under Section 12 of the Exchange Act,

the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

Section 2.3 Indemnification. Each person who is or has been a member of the Committee or the Board, and

any individual or individuals to whom the Committee has delegated authority under this Article 2, will be

indemnified and held harmless in accordance with the Corporation's Third Amended and Restated Certificate of

Incorporation, as may be amended from time to time.

ARTICLE 3

AUTHORIZED SHARES

Section 3.1 Shares Available Under the Plan. Subject to adjustment as set forth in Section 3.2, the maximum

number of shares of Stock that may be issued or delivered and as to which Awards may be granted under the

Plan will be equal to the sum of: (a) 4,248,497 shares of Stock, which were authorized at the time that the Plan

was first adopted by the Board effective January 13, 2010; (b) 3,000,000 shares of Stock which were authorized

at the time that the Plan was amended and restated effective February 17, 2016; and (c) 3,000,000 shares of

Stock, which were authorized at the time that the Plan was amended and restated effective May 6, 2025. The

shares that may be issued or delivered under the Plan may be either authorized but unissued shares,

repurchased shares, or partly each.

If (i) any Award granted under the Plan is canceled by mutual consent or terminates or expires for any reason

without having been exercised in full, or is forfeited or otherwise terminated without a distribution of Stock to the

Participant; (ii) an Award of Restricted Stock Units is paid in cash rather than the issuance of shares of Stock;

(iii) shares of Stock are not delivered to a Participant because an Award is exercised through a reduction of

shares subject to the Award (i.e., "net exercised"); (iv) shares of Stock are delivered (either actually or by

attestation) to or withheld by the Corporation in connection with the exercise of an Option awarded under the

Plan, or in payment of any required income tax withholding for the exercise of an Option, the grant or vesting of

Restricted Stock or the vesting of Restricted Stock Units (including prior to the Effective Date) awarded under

the Plan; or (v) an Award is converted to an award over shares of another entity in connection with a

recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or

other similar event, then the number of shares of Stock subject to such cancelled, terminated, expired, forfeited

or converted Award, or for which payment was made in cash, or which was delivered to or withheld by the

Corporation, as applicable, will again be available for purposes of the Plan.

If, in connection with an acquisition of another company or all or part of the assets of another company by the

Corporation or an Affiliate, or in connection with a merger or other combination of another company with the

Corporation or an Affiliate, the Corporation either (i) assumes stock options or other stock incentive obligations

of such other company, or (ii) grants stock options or other stock incentives in substitution for stock options or

other stock incentive obligations of such other company, then none of the shares of Stock that are issuable or

transferable pursuant to such stock options or other stock incentives that are assumed or granted in substitution

by the Corporation will be charged against the limitations set forth in this Section 3.1. Further, the terms of any

such assumed or substituted awards may vary from the terms set forth in the Plan to the extent the Committee

deems appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they

are granted.

Section 3.2 Adjustment and Substitution of Shares. If a dividend or other distribution will be declared upon

the Stock, payable in shares of Stock, the number of shares of Stock then subject to any outstanding Award or

by reference to which the amount of any other Award is determined and the number of shares that may be

issued or delivered under the Plan will be adjusted by adding thereto the number of shares that would have

been distributable thereon if such shares had been outstanding on the date fixed for determining the

stockholders entitled to receive such dividend or distribution.

If the outstanding shares of Stock will be changed into or exchangeable for a different number or kind of shares

of Stock or other securities of the Corporation or another corporation, whether through reorganization,

reclassification, recapitalization, stock split-up, combination of shares, merger or consolidation, then the

Committee will substitute for each share of Stock subject to any then-outstanding Award and for each share of

Stock, which may be issued or delivered under the Plan but is not then subject to an outstanding Award, the

number and kind of shares of Stock or other securities into which each outstanding share of Stock is so

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changed or for which each such share is exchangeable, provided that in the event of a merger, acquisition or

other business combination of the Corporation with or into another entity, any adjustment provided for in the

applicable agreement and plan of merger (or similar document) will be conclusively deemed to be appropriate

for purposes of this Section 3.2.

In the case of any adjustment or substitution as provided for in this Section 3.2, the aggregate Exercise Price for

all shares subject to each then-outstanding Option prior to such adjustment or substitution will be the aggregate

Exercise Price for all shares of Stock or other securities (including any fraction) to which such shares will have

been adjusted or which will have been substituted for such shares. Any new Exercise Price per share will be

carried to at least three decimal places with the last decimal place rounded upwards.

No adjustment or substitution provided for in this Section 3.2 will require the Corporation to issue or sell a

fraction of a share or other security. Accordingly, all fractional shares or other securities that result from any

such adjustment or substitution will be eliminated and not carried forward to any subsequent adjustment or

substitution.

If any adjustment or substitution would cause a modification, extension or renewal of an Option within the

meaning of Section 409A, the Committee may elect that such adjustment or substitution not be made but rather

will use reasonable efforts to effect such other adjustment of each then-outstanding Option as the Committee in

its sole discretion will deem equitable and that will not result in any such modification, extension or renewal

under Section 409A.

ARTICLE 4

ELIGIBILITY AND AWARDS

Section 4.1 Eligibility. Subject to the provisions of the Plan, the Committee will have full and final authority, in

its discretion, to grant Awards as described herein and to determine the Eligible Individuals to whom Awards will

be granted.

Section 4.2 Award Agreement. Each Award granted under the Plan will be evidenced by a written or electronic

Award Agreement, in a form approved by the Committee. Such Award Agreement will be subject to and

incorporate the express terms and conditions, if any, required under the Plan or as required by the Committee

for the form of Award granted and such other terms and conditions as the Committee may specify, and will be

executed by the Chief Executive Officer, the President (if other than the Chief Executive Officer), or any person

designated as an executive Officer by the Board for purposes of Section 16 of the Exchange Act, on behalf of

the Corporation, and by the Participant to whom such Award is granted. The Board may at any time and from

time to time amend an outstanding Award Agreement in a manner consistent with the Plan.

Section 4.3 Corporation's Obligation to Deliver Stock. The obligation of the Corporation to issue or deliver

shares of Stock under the Plan will be subject to (a) the effectiveness of a registration statement under the

Securities Act, with respect to such shares, if deemed necessary or appropriate by counsel for the Corporation;

(b) the condition that the shares will have been listed (or authorized for listing upon official notice of issuance)

upon each stock exchange on which such shares may then be listed; and (c) all other applicable laws,

regulations, rules and orders that may then be in effect.

ARTICLE 5

STOCK OPTIONS

Section 5.1 Grant of Stock Options. The Committee will have authority, in its discretion, to grant Non-

Qualified Stock Options. Options granted under the Plan will be subject to the following terms and conditions of

this Article 5.

Section 5.2 Exercise Price. Subject to adjustment as set forth in Section 3.2, the Exercise Price will be such

price as the Committee, in its discretion, will determine and set forth in the Award Agreement, except that, the

Exercise Price will not be less than one hundred percent (100%) of the Fair Market Value per share of Stock

covered by the Option as determined on the Award Date.

Section 5.3 Payment of Exercise Price. The Exercise Price will be payable in full in any one or more of the

following ways:

(a) in cash, check, bank draft, money order or wire transfer payable to the Corporation;

(b) by delivery to the Corporation (either by actual delivery or by attestation) of shares of Stock (which are

owned by the Participant free and clear of all liens and other encumbrances and which are not subject

to the restrictions set forth in Article 6) having an aggregate Fair Market Value on the date of exercise of

the Option equal to the Exercise Price for the shares being purchased;

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(c) by requesting that the Corporation withhold such number of shares of Stock then issuable upon

exercise of the Option as will have an aggregate Fair Market Value equal to the Exercise Price for the

shares being acquired upon exercise of the Option (and any applicable withholding taxes);

(d) by a "net exercise" arrangement under which the Corporation will reduce the number of shares of Stock

issued upon exercise by the largest whole number of shares with a Fair Market Value that does not

exceed the aggregate Exercise Price; provided that the Corporation shall accept a cash or other

payment from the Participant to the extent of any remaining balance of the aggregate Exercise Price not

satisfied by such reduction in the number of whole shares to be issued; and provided further that shares

of Stock will no longer be outstanding under an Option and will not be exercisable thereafter to the

extent that (i) shares are used to pay the Exercise Price pursuant to the "net exercise," (ii) shares are

delivered to the Participant as a result of such exercise, and (iii) shares are withheld to satisfy tax

withholding obligations;

(e) provided that a public market for the Corporation's Stock exists, and to the extent permitted by the

Sarbanes-Oxley Act:

i. through a "same day sale" commitment from the Participant and a broker- dealer that is a

member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the

Participant irrevocably elects to exercise the Option and to sell a portion of the shares so

purchased to pay the Exercise Price (or a larger number of the shares so purchased), and

whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the

Exercise Price directly to the Corporation (and any excess to the Participant);

ii. through a "margin" commitment from the Participant and a FINRA Dealer whereby the

Participant irrevocably elects to exercise the Option and to pledge the shares so purchased to

the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the

amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt

of such shares to forward the Exercise Price directly to the Corporation; or

(f) by any combination of the foregoing.

If the Exercise Price is paid in whole or in part in shares of Stock, any portion of the Exercise Price representing

a fraction of a share will be paid in cash. The date of exercise of an Option will be determined under procedures

established by the Committee, and the Exercise Price will be payable at such time or times as the Committee, in

its discretion, will determine. No shares will be issued or delivered upon exercise of an Option until full payment

of the Exercise Price has been made. When full payment of the Exercise Price has been made, the Participant

will be considered for all purposes to be the owner of the shares with respect to which payment has been made.

Section 5.4 Exercisability, Expiration, and Term of Options. Subject to this Section 5.4 and Section 2.1,

Options may be exercised at such times, in such amounts and subject to such restrictions as will be determined

by the Committee, in its discretion. An Option may be exercised (a) at such time as the Option vests, or (b) if

and to the extent set forth in the applicable Award Agreement, prior to the date on which the Option vests,

provided that such Stock obtained will be subject to the same requirements that are applicable to grants of

Restricted Stock set forth in Article 6 and in the applicable Award Agreement. After an Option is granted, the

Committee, in its sole discretion, may accelerate the exercisability of the Option. Restrictions and conditions on

the exercise of an Option need not be the same for each Award or for each Participant.

Each Option will terminate not later than the expiration date specified in the Award Agreement pertaining to such

Option, provided that the expiration date with respect to an Option shall not be later than the 10th anniversary of

its Award Date.

Except as otherwise provided in the Award Agreement, the vesting conditions on an Option will lapse upon the

date that a Participant dies or becomes Disabled. Except as otherwise provided in the Award Agreement, a

Participant (or his or her beneficiary, as applicable) must exercise any outstanding Option, if any, within one

year following the Participant's death or Disability (or by the 10th anniversary of the Option's Award Date, if

earlier). If the Participant does not exercise any outstanding Option within one year from the Participant's death

or Disability (or by the 10th anniversary of the Option's Award Date, if earlier), the outstanding Option will be

cancelled and forfeited.

Subject to the preceding paragraph, unless otherwise determined by the Committee and set forth in an Award

Agreement or an amendment thereto, following a Participant's termination of Service for any reason other than

Cause, such Participant must exercise any outstanding Option, if at all, within 90 days from the date of

termination of Service (or by the 10th anniversary of the Option's Award Date, if earlier). If the Participant does

not exercise any outstanding Option within 90 days from the date of termination of Service (or by the 10th

anniversary of the Option's Award Date, if earlier), the outstanding Option will be cancelled and forfeited. All

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Options, including vested Options, will be cancelled and forfeited immediately upon a Participant's termination

of Service for Cause.

Notwithstanding any contrary provision of this Section 5.4, if, on the date an outstanding Option would expire,

the exercise of the Option would violate applicable securities laws, the expiration date applicable to the Option

will be extended to a date that is 30 calendar days after the date the exercise of the Option would no longer

violate applicable securities laws.

ARTICLE 6

RESTRICTED STOCK

Section 6.1 Award. Subject to the terms and provisions of the Plan, the Committee may award, at any time,

shares of Restricted Stock to any Eligible Individual in the number and form, and subject to such restrictions on

transferability and other restrictions as the Committee may determine in its discretion and set forth in the Award

Agreement, including without limitation the achievement of Performance Goals. Restricted Stock also may be

received by a Participant as the result of an exercise of an Option, when such award has not vested.

Section 6.2 Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award

shall be made subject to vesting conditions based upon the satisfaction of such Service requirements,

conditions, restrictions or Performance Goals as the Committee shall establish and set forth in the Award

Agreement. During any period in which shares acquired under a Restricted Stock Award remain subject to

vesting conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise

disposed of. Except as otherwise provided in the Award Agreement, the vesting conditions on any shares of

Restricted Stock will expire and the restrictions on shares of Restricted Stock will lapse upon the date that a

Participant dies or becomes Disabled. Upon request by the Corporation, each Participant shall execute any

agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall

promptly present to the Corporation any and all certificates representing shares of Stock acquired hereunder for

the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

Section 6.3 Termination of Service. Except as otherwise provided in Section 6.2 above, if a Participant's

termination of Service occurs for any reason before the expiration of the vesting conditions, all shares of

Restricted Stock that remain subject to vesting conditions will be forfeited by the Participant as of the

Participant's termination of Service, unless the Committee otherwise determines. In the case of Restricted Stock

purchased through the exercise of an Option, the Corporation will refund the Exercise Price paid on the exercise

of the Option. Such forfeited shares of Restricted Stock will again become available for award under the Plan.

Section 6.4 Voting Rights; Dividends and Distributions. Except as provided in this Section 6.4 or the Award

Agreement, during any period in which shares acquired pursuant to a Restricted Stock Award remain subject to

vesting conditions, the Participant shall have all of the rights of a stockholder of the Corporation holding shares

of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with

respect to such shares. Unless otherwise provided for in an Award Agreement, for a Restricted Stock Award

based upon the satisfaction of Performance Goals, the Participant shall be entitled to receive dividends or other

distributions during the period beginning on the date a Restricted Stock Award is granted and ending, with

respect to each share of Stock underlying the Award, on the earlier of the date the Performance Period is

completed or the date on which the Award is terminated. Dividends or other distributions paid on a Restricted

Stock Award based upon the satisfaction of Performance Goals will be based on the number of shares earned

by the Participant. However, in the event of a dividend or distribution paid in shares of Stock or other property

or any other adjustment made upon a change in the capital structure of the Corporation as described in Section

3.2, any and all new, substituted or additional securities or other property (other than normal cash dividends) to

which the Participant is entitled by reason of the Participant's Restricted Stock Award shall be immediately

subject to the same vesting conditions as the shares subject to the Restricted Stock Award with respect to

which such dividends or distributions were paid or adjustments were made.

ARTICLE 7

RESTRICTED STOCK UNIT AWARDS

Section 7.1 Award. Subject to the terms and provisions of the Plan, the Committee may award, at any time,

Restricted Stock Units to any Eligible Individual in the number and form, and subject to such restrictions on

transferability and other restrictions as the Committee may determine in its discretion and set forth in the Award

Agreement, including without limitation the achievement of Performance Goals.

Section 7.2 Purchase Price. No monetary payment (other than applicable tax withholding, if any) shall be

required as a condition of receiving a Restricted Stock Unit Award, the consideration for which shall be services

actually rendered to or for the benefit of the Corporation or an Affiliate.

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Section 7.3 Vesting. Restricted Stock Unit Awards shall be made subject to vesting conditions based upon the

satisfaction of such Service requirements, conditions, restrictions or Performance Goals as the Committee shall

establish and set forth in the Award Agreement. Except as otherwise provided in the Award Agreement, the

vesting conditions on any Restricted Stock Unit Award will expire and the Restricted Stock Unit will become fully

vested upon the date that a Participant dies or becomes Disabled.

Section 7.4 Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting

rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of

such shares (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized

transfer agent of the Corporation).

The Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit

Award that the Participant shall be entitled to receive Dividend Equivalent Rights during the period beginning on

the date a Restricted Stock Unit Award is granted and ending, with respect to each share of Stock underlying

the Award, on the earlier of the date the Award is settled or the date on which it is terminated. For a Restricted

Stock Unit Award based upon the satisfaction of Performance Goals, the Dividend Equivalent Rights paid will be

based on the number of shares earned by the Participant. However, in the event of a dividend or distribution

paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of

the Corporation as described in Section 3.2, any and all new, substituted or additional securities or other

property (other than normal cash dividend equivalents) to which the Participant may be entitled by reason of the

Participant's Restricted Stock Unit Award shall be immediately subject to the terms and conditions and shall be

settled in the same manner and at the same time as the Restricted Stock Unit Award with respect to which such

Dividend Equivalent Rights were paid or adjustments were made.

Section 7.5 Effect of Termination of Service. Except as otherwise provided in Section 7.3 above or by the

Committee and set forth in the Award Agreement evidencing a Restricted Stock Unit Award, if a Participant's

Service terminates for any reason, whether voluntary or involuntary, then the Participant shall forfeit any

Restricted Stock Units that remain subject to vesting conditions as of the date of the Participant's termination of

Service.

Section 7.6 Settlement of Restricted Stock Unit Awards. The Corporation shall issue to a Participant on the

date on which Restricted Stock Units subject to the Participant's Restricted Stock Unit Award vest or on such

other date determined by the Committee, in its discretion, and set forth in the Award Agreement one share of

Stock (and/or any other new, substituted or additional securities or other property pursuant to an adjustment

described in Section 3.2) for each Restricted Stock Unit then becoming vested or otherwise to be settled on

such date, subject to the withholding of applicable taxes, if any. If permitted by the Committee, the Participant

may elect, consistent with the requirements of Section 409A and in accordance with such procedures as the

Committee may specify from time to time, to defer receipt of all or any portion of the shares of Stock or other

property otherwise issuable to the Participant pursuant to this Section 7.6. Notwithstanding the foregoing, the

Committee, in its discretion, may provide in any Award Agreement for settlement of any Restricted Stock Unit

Award by payment to the Participant in cash of an amount equal to the Fair Market Value on the vesting date of

the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section 7.6.

Notwithstanding the foregoing, any Stock issued or cash paid to the Participant in settlement of the Restricted

Stock Units will be issued or paid, as applicable, as soon as administratively practicable following the applicable

vesting date but in no event later than March 15th of the year following such vesting date (unless such

Restricted Stock Unit has been deferred as permitted by the Committee under this Section 7.6 or as otherwise

set forth in the Award Agreement).

ARTICLE 8

CHANGE IN CONTROL

Section 8.1 Accelerated Vesting. Unless otherwise provided for in an Award Agreement, Awards will be

"double-trigger" unless a successor entity cannot or will not provide a Replacement Award (as defined below), in

which case the Award will revert to "single-trigger" as follows:

Upon a Change in Control, all then-outstanding Awards shall vest in accordance with paragraphs (a), (b), and

(c) below, except (i) as otherwise provided in an Award Agreement or (ii) to the extent that another Award

meeting the requirements of Section 8.2(a) (a "Replacement Award") is provided to the Participant pursuant to

Section 3.2 and consistent with Section 409A, to the extent applicable, to replace such Award (the "Replaced

Award").

(a) Outstanding Options . Upon a Change in Control in which the Corporation is the surviving corporation, a

Participant’s then-outstanding Options that are not vested shall immediately become fully vested (and,

to the extent applicable, all performance conditions shall be deemed satisfied as if target performance

were achieved) and exercisable over the exercise period set forth in the applicable Award Agreement.

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Upon a Change in Control in which the Corporation is not the surviving corporation, a Participant's then-

outstanding Options shall become fully vested and exercisable for such period of time prior to the

Change in Control as is deemed fair and equitable by the Committee and shall terminate at the effective

time of the Change in Control. The Committee shall provide written notice of the period of accelerated

exercisability of Options to all affected Participants. The exercise of any Option whose exercisability is

accelerated as provided in this paragraph (a) shall be conditioned upon the consummation of the

Change in Control and shall be effective only immediately before such consummation. Alternatively, the

Committee may elect to cancel such Options and pay the Participant an amount of cash (less normal

withholding taxes) equal to the excess of (i) the value, as determined by the Committee, of the

consideration (including cash) received by the holder of a share of Stock as a result of the Change in

Control (or if the Corporation's stockholders do not receive any consideration as a result of the Change

in Control, the Fair Market Value of a share of Stock on the day immediately prior to the Change in

Control) over (ii) the per-share Exercise Price of such Option, multiplied by the number of shares of

Stock subject to such Award. No payment shall be made to a Participant for any Option if the Exercise

Price for such Option exceeds the value, as determined by the Committee, of the consideration

(including cash) received by the holder of a share of Stock as a result of the Change in Control.

(b) Outstanding Awards, other than Options, Subject Solely to a Service Vesting Condition . Upon a Change

in Control, a Participant's then-outstanding Awards, other than Options, that are not vested and as to

which vesting depends solely on the satisfaction of a service obligation by the Participant to the

Corporation or any Affiliate shall become fully vested and shall be settled in cash, Stock or a

combination thereof, as determined by the Committee, within 30 days following such Change in Control

(except to the extent that settlement of the Award must be made pursuant to its original schedule in

order to comply with Section 409A).

(c) Outstanding Awards, other than Options, Subject to a Performance Vesting Condition . Upon a Change

in Control, a Participant's then-outstanding Awards, other than Options, that are not vested and as to

which vesting depends upon the satisfaction of one or more performance conditions shall immediately

vest and all performance conditions shall be deemed satisfied at the greater of target performance or

the level of performance actually achieved as of the date of the Change in Control (with similar

performance assumed to be achieved through the remainder of the performance period) and shall be

settled in cash, Stock or a combination thereof, as determined by the Committee, within 30 days

following such Change in Control (except to the extent that settlement of the Award must be made

pursuant to its original schedule in order to comply with Section 409A).

Section 8.2 Replacement Awards.

(a) An Award shall meet the conditions of this Section 8.2 (and hence qualify as a Replacement Award) if:

(i) it is of the same type as the Replaced Award (provided, however, that the Replacement Award may

be of a different type as the Replaced Award if such Replacement Award has been approved by the

Committee, as constituted immediately prior to the Change in Control); (ii) it has an intrinsic value at

least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity securities of the

Corporation or its successor following the Change in Control or another entity that is affiliated with the

Corporation or its successor following the Change in Control; (iv) its terms and conditions comply with

Section 8.2(b); and (v) its other terms and conditions are not less favorable to the Participant than the

terms and conditions of the Replaced Award (including the provisions that would apply in the event of a

subsequent Change in Control). Without limiting the generality of the foregoing, the Replacement

Award may take the form of a continuation or assumption of the Replaced Award if the requirements of

the preceding sentence are satisfied. The determination of whether the conditions of this Section 8.2(a)

are satisfied shall be made by the Committee, as constituted immediately before the Change in Control,

in its sole discretion. Without limiting the generality of the foregoing, the Committee may determine the

value of Replaced Awards and Replacement Awards that are Options by reference to either their

intrinsic value or their fair value.

(b) Upon an involuntary termination of Service of a Participant after a Change in Control, other than for

Cause, all Replacement Awards held by the Participant shall become fully vested and free of

restrictions and in the case of Replacement Awards in the form of (i) Options shall be fully exercisable

and shall remain exercisable in accordance with their terms, (ii) Awards with one or more performance-

based vesting conditions for performance measurement periods not yet ended at the date of termination

shall be deemed to be satisfied at the greater of target performance or the level of performance actually

achieved as of the date of termination of Service (with similar performance assumed to be achieved

through the remainder of the performance period) and shall be paid upon or within 60 days of such

termination of Service, (iii) Awards (other than Options) with only service-based vesting conditions shall

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be paid upon or within 60 days of such termination of Service. Notwithstanding the foregoing, with

respect to any Award that is considered deferred compensation subject to Section 409A, payment shall

be made pursuant to the Award's original schedule in order to comply with Section 409A.

Section 8.3 Excess Parachute Payment. In the event that any acceleration of vesting pursuant to an Award

and any other payment or benefit received or to be received by a Participant would subject the Participant to

any excise tax pursuant to Code Section 4999 due to the characterization of such acceleration of vesting,

payment or benefit as an excess parachute payment under Code Section 280G, the Participant may elect, in his

or her sole discretion, to reduce the amount of any acceleration of vesting called for under the Award in order to

avoid such characterization. To aid the Participant in making any election made under this Section 8.3, no later

than the date of the occurrence of any event that might reasonably be anticipated to result in an excess

parachute payment to the Participant, the Corporation shall request a determination in writing by independent

experts selected by the Corporation. As soon as practicable thereafter, the independent experts shall determine

and report to the Corporation and the Participant the amount of such acceleration of vesting, payments and

benefits that would produce the greatest after-tax benefit to the Participant. For the purposes of such

determination, the independent experts may rely on reasonable, good faith interpretations concerning the

application of Code Sections 280G and 4999. The Corporation and the Participant shall furnish to the

independent experts such information and documents as the experts may reasonably request in order to make

their required determination. The Corporation shall bear all fees and expenses the independent experts may

reasonably charge in connection with their services contemplated by this Section 8.3, and any excise tax,

income tax, interest, or penalties imposed on the Participant as a result of a successful Internal Revenue

Service claim that, contrary to the determination and report of the independent experts, the Participant must pay

an excise tax under Code Section 4999 due to the characterization of such acceleration of vesting, payment or

benefit as an excess parachute payment under Code Section 280G.

ARTICLE 9

CERTIFICATES FOR AWARDS OF STOCK

Section 9.1 Stock Certificates. Except as otherwise provided in this Section 9.1, each Participant entitled to

receive shares of Stock under the Plan will be issued a certificate for such shares. Such certificate will be

registered in the name of the Participant and will bear an appropriate legend reciting the terms, conditions and

restrictions, if any, applicable to the Stock and will be subject to appropriate stop-transfer orders. To the extent

that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Stock, the issuance

may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules

of any stock exchange or market system. If the issuance of shares under the Plan is effected on a non-

certificated basis, the issuance of shares to a Participant will be reflected by crediting (by means of a book

entry) the applicable number of shares of Stock to an account maintained by the Corporation in the name of

such Participant, which account may be an account maintained by the Corporation for such Participant under

any dividend reinvestment program offered by the Corporation. The Committee may require, under such terms

and conditions as it deems appropriate or desirable, that the certificates for Restricted Stock delivered under the

Plan be held in custody by a bank or other institution, or that the Corporation may itself hold such shares in

custody until the vesting conditions expire or until restrictions thereon otherwise lapse, and may require, as a

condition of any receipt of Restricted Stock, that the recipient will have delivered a stock power endorsed in

blank relating to the Restricted Stock. Certificates for shares of unrestricted Stock may be delivered to the

Participant after, and only after, the vesting conditions will have expired without forfeiture in respect of such

shares of Restricted Stock.

Section 9.2 Compliance With Laws and Regulations. The grant of Awards and the issuance of shares of

Stock pursuant to an Award shall be subject to compliance with all applicable requirements of Federal, state,

local and non-U.S. law with respect to such securities and the requirements of any stock exchange or market

system upon which the Stock may then be listed. In addition, no Award may be exercised or shares of Stock

issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of

such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award, or (b) in the

opinion of legal counsel to the Corporation, the shares issuable pursuant to the Award may be issued in

accordance with the terms of an applicable exemption from the registration requirements of the Securities Act.

The inability of the Corporation to obtain from any regulatory body having jurisdiction the authority, if any,

deemed by the Corporation's legal counsel to be necessary to the lawful issuance and sale of any shares

hereunder shall relieve the Corporation of any liability in respect of the failure to issue or sell such shares as to

which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the

Corporation may require the Participant to satisfy any qualifications that may be necessary or appropriate, to

evidence compliance with any applicable law or regulation and to make any representation or warranty with

respect thereto as may be requested by the Corporation.

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Section 9.3 Restrictions. All certificates for shares of Stock delivered under the Plan (and all non-certificated

shares credited to a Participant's account as provided in Section 9.1) also will be subject to such stop-transfer

orders and other restrictions as the Committee may deem advisable under the rules, regulations and other

requirements of the SEC, any stock exchange or quotation system upon which the Stock is then listed and any

applicable Federal, state or non-U.S. securities laws; and the Committee may cause a legend or legends to be

placed on any such certificates to make appropriate reference to such restrictions. The foregoing provisions of

this Section 9.3 will not be effective if and to the extent that the shares of Stock delivered under the Plan are

covered by an effective and current registration statement under the Securities Act, or if and so long as the

Committee determines that application of such provisions is no longer required or desirable. In making such

determination, the Committee may rely upon an opinion of counsel for the Corporation.

Section 9.4 Rights of Stockholders. Except as otherwise provided herein, no Participant awarded an Option

or Restricted Stock Unit will have any right as a stockholder with respect to any shares subject to such Award

prior to the date of issuance to him or her of a certificate or certificates for such shares, or if applicable, the

crediting of non-certificated shares to an account maintained by the Corporation in the name of such Participant.

No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the

date such shares are issued, except as provided in Sections 3.2, 6.4, 7.4, or another provision of the Plan.

ARTICLE 10

MISCELLANEOUS

Section 10.1 Effect of the Plan on the Rights of Employees and Employer. Neither the adoption of the Plan

nor any action of the Board or the Committee pursuant to the Plan will be deemed to give any Eligible Individual

any right to be granted an Award and nothing in the Plan, in any Award granted under the Plan or in any Award

Agreement will confer any right to any Participant to continue in the employment of the Corporation or any

Affiliate or to continue to be retained to provide Services to the Corporation or any Affiliate as a Director, or

consultant or interfere in any way with the rights of the Corporation or any Affiliate to terminate a Participant's

Service at any time.

Section 10.2 Amendment. The Board specifically reserves the right to alter and amend the Plan at any time

and from time to time and the right to revoke or terminate the Plan or to suspend the granting of Awards

pursuant to the Plan; provided that no such alteration, amendment, revocation, termination, or suspension will

terminate any outstanding Award theretofore granted under the Plan, unless there is a liquidation or a

dissolution of the Corporation; and provided further that no such alteration or amendment of the Plan will,

without prior stockholder approval (a) increase the total number of shares of Stock that may be issued or

delivered under the Plan; (b) make any changes in the class of Eligible Individuals; (c) extend the period set

forth in the Plan during which Awards may be granted; or (d) make any changes that require stockholder

approval under the rules and regulations of any securities exchange or market on which the Stock is traded. No

alteration, amendment, revocation or termination of the Plan or suspension of any Award will materially

adversely affect, without the written consent of the holder of an Award theretofore granted under the Plan, the

rights of such holder with respect to such Award. The Committee may not amend any Award to extend the

exercise period beyond a date that is later than the earlier of the latest date upon which the Award could have

expired by its original terms under any circumstances or the 10th anniversary of the original date of grant of the

Award, or otherwise cause the Award to become subject to Section 409A.

Section 10.3 Effective Date and Duration of Plan. The Plan was first adopted by the Board effective January

13, 2010. The Plan was amended and restated effective February 8, 2011. The Plan was further amended and

restated by the second amendment and restatement effective February 17, 2016. The Plan was further

amended and restated by the third amendment and restatement effective upon approval of the Corporation's

stockholders on May 6, 2025 (the "Effective Date"). The Plan will remain in effect until the earliest of the date (a)

all shares authorized to be issued or transferred hereunder have been issued or transferred (b) the Plan is

terminated by the Board, or (c) the 10th anniversary of the Effective Date, and will continue in effect thereafter

with respect to any Awards outstanding at the time of such termination.

Section 10.4 Unfunded Status of Plan. The Plan will be unfunded. The Corporation will not be required to

establish any special or separate fund nor to make any other segregation of assets to assume the payment of

any benefits under the Plan. With respect to any payments not yet made to a Participant pursuant to an Award,

nothing contained in the Plan or any Award will give any such Participant any rights that are greater than those

of a general unsecured creditor of the Corporation, provided that the Committee may authorize the creation of

trusts or make other arrangements to meet the Corporation's obligations under the Plan to deliver cash, shares

or other property pursuant to any Award, which trusts or other arrangements will be consistent with the

"unfunded" status of the Plan unless the Committee otherwise determines.

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Section 10.5 Tax Withholding. Whenever the Corporation proposes or is required to distribute Stock under the

Plan, the Corporation may require the recipient to remit to the Corporation an amount sufficient to satisfy any

Federal, state, local and non-U.S. tax withholding requirements prior to the delivery of any certificate for such

shares or, in the discretion of the Committee, the Corporation may withhold from the shares to be delivered the

number of shares sufficient to satisfy all or a portion of the minimum tax withholding obligation (or, in the

discretion of the Corporation, to satisfy up to the maximum tax withholding obligation as may be permitted under

applicable accounting standards that would not result in an Award otherwise classified as an equity award under

FASB Accounting Standards Codification Topic 718 to be classified as a liability award under FASB Accounting

Standards Codification Topic 718). Whenever payments under the Plan are to be made in cash, such payments

may be net of an amount sufficient to satisfy any Federal, state, local and non-U.S. tax withholding

requirements.

Any Award may provide that the Participant may elect, in accordance with any conditions set forth in such

Award, to pay any withholding taxes in shares of Stock, provided that the Participant, by accepting the Award

will be deemed to instruct and authorize the Corporation or its delegatee for such purpose to sell on his or her

behalf a whole number of shares of Stock from those shares of Stock issuable to the Participant in payment of

vested shares of Restricted Stock or Restricted Stock Units as the Corporation or its delegatee determines to be

appropriate to generate cash proceeds sufficient to satisfy the minimum tax withholding obligation (or, in the

discretion of the Corporation, to satisfy up to the maximum tax withholding obligation). Such shares will be sold

on the day the Restricted Stock or Restricted Stock Units become vested, which is the date the tax withholding

obligation arises, or as soon thereafter as practicable. Unless otherwise provided by the Committee, the

Participant will be responsible for all brokerage fees and other costs of sale, and the Participant will agree to

indemnify and hold the Corporation harmless from any losses, costs, damages, or expenses relating to any

such sale. To the extent the proceeds of such sale exceed the Participant's tax withholding obligation ( e.g. ,

because of the need to sell whole shares), the Corporation or its delegatee may pay such excess in cash to the

Participant through payroll. The Corporation is under no obligation to arrange for such sale at any particular

price. The Participant agrees to pay to the Corporation as soon as practicable, including through additional

payroll withholding, any amount of the tax withholding obligation that is not satisfied by the sale of shares

described above.

Section 10.6 Benefits. Amounts received under the Plan are not to be taken into account for purposes of

computing benefits under other plans.

Section 10.7 Successors and Assigns. The terms of the Plan will be binding upon the Corporation and its

successors and assigns.

Section 10.8 Headings. Captions preceding the sections hereof are inserted solely as a matter of convenience

and in no way define or limit the scope or intent of any provision hereof.

Section 10.9 Applicable Laws, Rules and Regulations. The Plan and the grant of Awards will be subject to

all applicable Federal, state, local and non-U.S. laws, rules and regulations and to such approval by any

government or regulatory agency as may be required.

Section 10.10 Governing Law. To the extent not preempted by Federal law, the Plan, any Award Agreement,

and documents evidencing Awards or rights relating to Awards will be construed, administered and governed in

all respects under and by the laws of the State of Delaware, without giving effect to its conflict of laws principles.

If any provision of the Plan will be held by a court of competent jurisdiction to be invalid or unenforceable, the

remaining provisions hereof will continue to be fully effective. The jurisdiction and venue for any disputes arising

under, or any action brought to enforce (or otherwise relating to), the Plan will be exclusively in the courts in the

State of Illinois, County of Cook, including the Federal Courts located therein (should Federal jurisdiction exist).

Section 10.11 Beneficiary Designation. Unless otherwise determined by the Committee, each Participant may

name, from time to time, any beneficiary or beneficiaries (who may be named contingently or successively) to

whom any benefit under the Plan is to be paid in case the Participant should die or become Disabled before

receiving any or all of his or her Plan benefits. Each beneficiary designation will revoke all prior designations by

the same Participant, must be in a form prescribed by the Committee, and must be made during the

Participant's lifetime. If the Participant's designated beneficiary predeceases the Participant or no beneficiary

has been designated, benefits remaining unpaid at the Participant's death will be paid to the Participant's estate

or other entity described in the Award Agreement.

Section 10.12 Forfeiture and Recoupment Events.

(a) The Committee may specify in the Award Agreement that the Participant's rights, payments, and

benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment

upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance

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conditions of an Award. Such events may include, but shall not be limited to, termination of Service for

Cause or any act by a Participant, whether before or after termination of Service, that would constitute

Cause for termination of Service.

(b) The Award Agreement may provide that, notwithstanding any other provision of the Plan to the contrary,

if the Participant breaches the non-compete, non- solicitation, non-disclosure or other restrictive

covenants of the Award Agreement, whether during or after termination of Service, in addition to any

other penalties or restrictions that may apply under any employment agreement, state law, or otherwise,

the Participant will forfeit:

i. any and all Awards granted to him or her under the Plan, including Awards that have become

vested and exercisable; and/or

ii. the profit the Participant has realized on the exercise of any Options, which is the difference

between the Exercise Price and the Fair Market Value of the Option that the Participant

exercises after terminating Service and within the six-month period immediately preceding the

Participant's termination of Service (the Participant may be required to repay such difference to

the Corporation).

(c) Notwithstanding any other provision of the Plan, all compensation awarded under the Plan is subject to

recovery or other penalties pursuant to or to facilitate compliance with (i) any clawback policy of the

Corporation, as may be adopted or amended from time to time, including, without limitation, the Cboe

Global Markets, Inc. Executive Officer Incentive Compensation Clawback Policy (the "Clawback

Policy"), (ii) any reduction, cancellation, forfeiture, or recoupment provision set forth in an applicable

Award Agreement; and (iii) any applicable law, rule, regulation, or stock exchange rule or listing

standard, including, without limitation, Section 304 of the Sarbanes-Oxley Act.

Section 10.13 Notice. Any notice or other communication required or permitted under the Plan must be in

writing and must be delivered personally, sent by certified, registered or express mail, or sent by overnight

courier, at the sender's expense. Notice will be deemed given (a) when delivered personally or, (b) if mailed,

three days after the date of deposit in the U.S. mail or, (c) if sent by overnight courier, on the regular business

day following the date sent. Notice to the Corporation should be sent to Cboe Global Markets, Inc., 433 West

Van Buren Street, Chicago, Illinois 60607, Attention: Chief Human Resources Officer. Notice to the Participant

should be sent to the address set forth on the Corporation's records. Either party may change the address to

which the other party must give notice under this Section 10.13 by giving the other party written notice of such

change, in accordance with the procedures described above.

Section 10.14 Awards Not Transferable. Except as otherwise provided in the Award Agreement, no Option,

Restricted Stock Award, or Restricted Stock Unit (or the right to receive shares of Stock under such Award) may

be sold, transferred, exchanged, pledged, assigned, garnished, or otherwise alienated or hypothecated, other

than by will or by the laws of descent and distribution. The Committee may require, in its discretion, a

Participant's guardian or legal representative to supply it with the evidence the Committee deems necessary to

establish the authority of the guardian or legal representative to act on behalf of the Participant. The Award

Agreement for a grant of Non-Qualified Stock Options may permit or may be amended to permit the Participant

who received the Option, at any time prior to the Participant's death, to assign all or any portion of the Option

granted to him or her to (a) the Participant's spouse or lineal descendants; (b) the trustee of a trust for the

primary benefit of the Participant, the Participant's spouse or lineal descendants, or any combination thereof; (c)

a partnership of which the Participant, the Participant's spouse and/or lineal descendants are the only partners;

(d) custodianships for lineal descendants under the Uniform Transfers to Minors Act or any other similar statute;

or (e) upon the termination of a trust by the custodian or trustee thereof or the dissolution or other termination of

the family partnership or the termination of a custodianship under the Uniform Transfers to Minors Act or other

similar statute, to the person or persons who, in accordance with the terms of such trust, partnership or

custodianship are entitled to receive Options held in trust, partnership or custody. In such event, the spouse,

lineal descendant, trustee, partnership or custodianship will be entitled to all of the Participant's rights with

respect to the assigned portion of such Option, and such portion of the Option will continue to be subject to all of

the terms, conditions and restrictions applicable to the Option, as set forth herein and in the related Award

Agreement. Any such assignment will be permitted only if (i) the Participant does not receive any value or

consideration thereof and (ii) the assignment is expressly permitted by the applicable Award Agreement. The

Committee's approval of the Award Agreement with assignment rights will not require the Committee to include

such assignment rights in the Award Agreement with any other Participant. Any such assignment will be

evidenced by an appropriate written document executed by the Participant, and the Participant will deliver a

copy thereof to the Committee on or prior to the effective date of the assignment. An assignee or transferee of

an Option must sign an agreement with the Corporation to be bound by the terms of the applicable Award

Agreement.

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Section 10.15 Annual Award Limits. The following limits in subsections (a), (b) and (c) below (each an

"Annual Award Limit" and, collectively, "Annual Award Limits"), as adjusted pursuant to Section 3.2, shall apply

to grants of such Awards under this Plan and the limit in subsection (d) below shall apply to the annual

compensation of a non-employee Director, whether in the form of Awards under this Plan or otherwise:

(a) Options . The maximum aggregate number of shares of Stock subject to Options granted to any one

Participant in any one calendar year shall be 1,000,000 shares, determined as of the date of grant.

(b) Restricted Stock and Restricted Stock Units . The maximum aggregate number of shares of Stock

subject to Restricted Stock and Restricted Stock Units granted to any one Participant in any one

calendar year shall be 500,000 shares, determined as of the date of grant.

(c) Incentive Compensation Award and other cash-based Awards . The maximum aggregate amount that

may be paid to any Participant in any calendar year under an Incentive Compensation Award or any

other Award that is payable or denominated in cash, shall be $15,000,000 determined as of the date of

payout (for avoidance of doubt, this limit applies in the aggregate to all forms of Awards subject to this

clause (c)). The foregoing maximum shall apply to any Performance Period that is equal to a fiscal year

of the Corporation, which maximum shall be adjusted to the corresponding fraction or multiple of that

amount for any Performance Period of a different duration. To the extent that any form of Award subject

to this clause (c) is to be settled in shares of Stock, either pursuant to the discretion of the Committee or

at the election of the applicable Participant, compliance with the limit established by this clause (c) shall

be determined by calculating the dollar value of the shares of Stock to be issued in settlement based on

the Fair Market Value of such shares of Stock as of the applicable settlement date.

(d) Non-Employee Director Compensation . Notwithstanding any provision to the contrary in the Plan or in

any policy of the Corporation regarding compensation payable to a non-employee Director, the sum of

the grant date fair value (determined as of the grant date in accordance with Financial Accounting

Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all Awards

payable in shares of Stock and the maximum cash value of any other Award granted under the Plan to

an individual as compensation for services as a non-employee Director in a calendar year, together with

cash compensation earned by the non-employee Director during such calendar year, shall not exceed

$950,000, or in the case of a non-employee Director serving as the Chairman or Lead Director of the

Board, $2,500,000.

Section 10.16 Awards to Non-U.S. Nationals and Employees Outside the U.S. Notwithstanding any

provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Corporation

or an Affiliate operates or has Employees or Directors, the Committee, in its sole discretion, shall have the

power and authority to:

(a) Determine which Affiliates shall be covered by the Plan;

(b) Determine which Employees and Directors outside the U.S. are eligible to participate in the Plan;

(c) Modify the terms and conditions of any Award granted to Employees or Directors outside the U.S. to

comply with applicable non-U.S. laws and/or to facilitate the operation and administration of Awards and

the Plan;

(d) Establish sub-plans and modify exercise procedures and other terms and procedures, to the extent

such actions may be necessary or advisable; and

(e) Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply

with any necessary local government regulatory exemptions or approvals.

Section 10.17 Compliance With Section 409A. Notwithstanding any provision of the Plan to the contrary, the

Plan is, and all Awards made under the Plan are, intended to comply with or be exempt from Section 409A,

including the exceptions for stock rights, short-term deferrals, separation pay arrangements, reimbursements,

and in-kind distributions, and shall be construed, interpreted and administered accordingly. Further,

notwithstanding any provision of the Plan to the contrary, except as provided in Section 8.2(b), and unless the

Award Agreement provides for other provisions intended to comply with Section 409A, (i) to the extent that a

Participant holding an Award that is considered deferred compensation subject to Section 409A is a "specified

employee" under Section 409A, no distribution or payment of any amount that is payable on a date or schedule

that is by reference to the Participant's "separation from service" (as defined in Section 409A) shall be made

before the date that is six (6) months and one (1) day following the date of such Participant's separation from

service or, if earlier, the date of the Participant's death, and (ii) to the extent required under Section 409A in

order to make payment of an Award upon a Change in Control, the applicable transaction or event must qualify

as a change in the ownership or effective control of the Company or as a change in the ownership of a

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substantial portion of the assets of the Company pursuant to Section 409A(a)(2)(A)(v) of the Code, and if it does

not, then unless otherwise specified in the applicable Award Agreement, payment of such Award will be made

on the Award's original payment schedule or, if earlier, upon the death of the Participant. If any provision of the

Plan or the Award Agreement needs to be revised to satisfy the requirements of Section 409A, then such

provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with

such requirements of Section 409A and any such modification will attempt to maintain the same economic

results as were intended under the Plan and Award Agreement. The Corporation cannot guarantee that the

Awards, payments and benefits that may be made or provided under the Plan will satisfy all applicable

provisions of Section 409A. Payments made to a Participant under the Plan or the Award Agreement in error

shall be returned to the Corporation and do not create a legally binding right to such payments.

Section 10.18 Severability. If any provision of the Plan or any Award Agreement is determined to be invalid,

illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award

Agreement under any law deemed applicable by the Committee, such provision shall be construed or deemed

amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the

Committee's determination, materially altering the intent of the Plan or the Award Agreement, such provision

shall be stricken as to such jurisdiction, person or Award Agreement, and the remainder of the Plan and any

such Award Agreement shall remain in full force and effect.

Section 10.19 Employment Agreement. Notwithstanding any provision of the Plan or an Award Agreement to

the contrary, to the extent an employment agreement between a Participant and the Corporation or an Affiliate

provides vesting terms with respect to an Award that are more favorable to the Participant than those set forth in

the Plan or an Award Agreement, the vesting terms in such employment agreement shall control, provided that

such employment agreement and/or the vesting terms thereof have been approved by the Committee and/or

Board.

ARTICLE 11

INCENTIVE COMPENSATION AWARDS

Section 11.1 Incentive Compensation Awards. In addition to any other Awards under the Plan, the

Committee may make Incentive Compensation Awards to Employees, based on the achievement of

Performance Goals. With respect to each Incentive Compensation Award, the Committee shall establish, in

writing, that the vesting and/or payment pursuant to the Incentive Compensation Award shall be conditioned on

the attainment of specified Performance Goals selected by the Committee for the specified Performance Period.

The Committee may in its discretion during a Performance Period revise the Performance Goals to the extent

the Committee deems necessary to achieve the purpose of the Incentive Compensation Award, including,

without limitation, to reflect any changed or unexpected or unusual circumstances.

Section 11.2 Payout of Incentive Compensation Awards. Except as provided in the applicable Award

Agreement, employment agreement, consulting agreement, plan document or other written agreement between

Participant and the Corporation, to be eligible to receive a payout of an Incentive Compensation Award, a

Participant must remain continuously in Service with the Corporation or an Affiliate through the date such Award

is paid. Unless the Committee specifies otherwise in the Award Agreement, payout of the Incentive

Compensation Award will be made in cash. If permitted by the Committee, the Participant may elect, consistent

with the requirements of Section 409A and in accordance with such procedures as the Committee may specify

from time to time, to defer receipt of all or any portion of the Incentive Compensation Award otherwise payable

to the Participant pursuant to this Section. A Participant who terminates employment before the end of the

Performance Period will forfeit his or her Incentive Compensation Award; provided that, if the Participant's

employment terminated due to the Participant's death or becoming Disabled, the Committee may approve, in its

sole discretion, a pro rata payout to such Participant.

Section 11.3 Committee Certification and Authority. After the completion of each Performance Period, the

Committee shall certify the extent to which any Performance Goal has been satisfied, and the amount payable

as a result thereof, prior to payment, settlement or vesting of any Incentive Compensation Award subject to this

Article 11. Notwithstanding any provision of the Plan, with respect to any Incentive Compensation Award

subject to this Article 11, the Committee may adjust downwards, or upwards (except with respect to any person

designated as an executive Officer by the Board for purposes of Section 16 of the Exchange Act), the amount

payable pursuant to such Award.