2018 Guide to Effective Proxies

2.17.8 Pay for performance alignment | 419 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES CME GROUP INC. Compensation Discussion and Analysis (Continued) • The value of performance share awards is shown as (1) the value realized on vesting for any earned shares that vested during the year as reported in the Option Exercises and Stock Vested table, and (2) the market value of the shares actually earned at the completion of the performance period but have not yet vested, as reported in the Outstanding Equity Awards at Fiscal Year End table, and as certified by the committee based on achievement of the performance goals. While the Summary Compensation Table discloses the fair value of stock option, restricted stock and performance share awards on the grant date in the manner required by the SEC (for purposes of allocating the accounting expense over the requisite service period), we feel those values do not reflect the value actually received as a result of actual stock and financial performance. We believe the value of stock option, restricted stock and performance share awards as shown in this section better reflects the true alignment of our Chief Executive Officer’s pay with our stock performance. As the graphic shows, our Chief Executive Officer’s total actual pay plus the unrealized value of his outstanding equity awards at year end has been aligned with TSR over the last five years, which accords with the primary objectives of our executive compensation program. On balance, Chief Executive Officer pay shows alignment with both stock performance and cash earnings given the focus on these measures in our incentive opportunities. $10 $10 $1,800 $1,400 $1,600 $5 $7 $6 $11 $13 $7 $8 $9 $10 Total Actual Pay (in millions) Total Unrealized Pay (in millions) (1) $800 $1,000 $1,200 2013 2014 2015 2016 2017 I n d e x e d T S R A g g r e g a t e E a r n i n g s m i l l i o n C a s h ( i n s ) Aggregate Cash Earnings Indexed TSR $50 $100 $150 $200 $250 Year-End Snapshot of Chief Executive Officer Pay-for-Performance Alignment (Includes Value of Outstanding Equity Awards at Year End) (1) 32 Notice of Annual Meeting of Shareholders and 2018 Proxy Statement