CME Group (NASDAQ: CME) names CFO Lynne Fitzpatrick as next CEO
Rhea-AI Filing Summary
CME Group Inc. announced a planned leadership transition in which longtime Chairman and CEO Terrence A. Duffy will become Executive Chairman and President and CFO Lynne C. Fitzpatrick will become Chief Executive Officer. The change will take effect on the later of March 1, 2027 and the filing of CME’s 2026 Form 10-K.
Duffy will remain CEO until that transition date, then serve as Executive Chairman through December 31, 2027 under a transition agreement that generally preserves his current pay and benefits while modifying certain equity and bonus terms. Fitzpatrick will continue as President and CFO until the transition and will join the Board and its Executive Committee when she becomes CEO.
Under her new employment agreement, Fitzpatrick will receive a $1.2 million base salary, with an annual bonus target of 200% of salary and a long-term incentive target of 700% of salary, plus defined severance, equity-vesting and post-employment non-compete terms.
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Insights
CME outlines a multi-year, structured CEO succession with defined pay and severance terms.
CME Group has detailed a long lead-time CEO transition from Terry Duffy to Lynne Fitzpatrick, tying the effective date to the later of March 1, 2027 and the 2026 Form 10-K filing. This structure emphasizes continuity, with Duffy staying CEO until the transition and then serving as Executive Chairman through December 31, 2027.
The Duffy transition agreement keeps his compensation broadly aligned with his existing contract, while clarifying treatment of performance-based equity and 2027 bonus eligibility. This reduces ambiguity around leadership incentives during the handover period and links equity vesting to target outcomes and release-of-claims conditions.
The Fitzpatrick agreement sets CEO-level pay with a $1.2 million salary and bonus and long-term incentive targets at 200% and 700% of salary, respectively, plus severance, partial equity acceleration and 18 months of healthcare if she is terminated without cause or resigns for good reason. Non-compete and non-solicit clauses for 12 months after departure frame post-employment restrictions. Overall, the transition appears carefully staged, though its ultimate impact will depend on execution under Fitzpatrick’s leadership.
8-K Event Classification
Key Figures
Key Terms
Executive Chairman financial
performance-based equity awards financial
annual long-term incentive opportunity financial
non-competition and non-solicitation covenant financial
average daily volume financial
market cap financial
FAQ
What leadership change did CME (CME) announce in this 8-K?
When will Lynne Fitzpatrick become CEO of CME (CME)?
What are the key compensation terms for CME (CME) incoming CEO Lynne Fitzpatrick?
What severance protections does the new CEO agreement provide Lynne Fitzpatrick at CME (CME)?
How long will Terry Duffy remain involved with CME (CME) after stepping down as CEO?
What happens if CME (CME) does not appoint Lynne Fitzpatrick as CEO by the transition date?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Executive Officer Leadership Transition
On June 17, 2026, CME Group Inc. (the “Company”) announced that Terrence A. Duffy, the Company’s current Chairman and Chief Executive Officer, will become the Company’s Executive Chairman, and Lynne C. Fitzpatrick, the Company’s current President and Chief Financial Officer, will succeed Mr. Duffy as the Company’s Chief Executive Officer (the “Leadership Transition”). The Leadership Transition was approved by the Board of Directors on June 16, 2026 and will become effective on the later of March 1, 2027, and the date on which the Company files its Annual Report on Form 10-K with respect to 2026 (the “Transition Date”).
Mr. Duffy will continue to serve as the Company’s Chief Executive Officer through the Transition Date and will then serve as the Company’s Executive Chairman from the Transition Date through December 31, 2027. Ms. Fitzpatrick will continue to serve as the Company’s President and Chief Financial Officer through the Transition Date and will then assume the role of Chief Executive Officer and be appointed to the Board and its Executive Committee on the Transition Date. The Company will initiate a search of potential candidates for a successor to Ms. Fitzpatrick as the Company’s Chief Financial Officer.
Ms. Fitzpatrick, age 48, has served as the Company’s President and Chief Financial Officer since November 2024, when her role expanded to oversee human resources and transformation and execution, as well as her prior responsibilities for overseeing the Company’s finance functions. She previously served as Chief Financial Officer since April 2023, Deputy Chief Financial Officer since 2022 and Managing Director of Corporate Development and Treasurer of the Company since 2017. Since joining the Company in 2006, Ms. Fitzpatrick has held a variety of positions with increasing levels of responsibility within the organization. Prior to her employment with the Company, she worked as an investment banker at Credit Suisse and UBS.
Agreement with Terrence A. Duffy
Mr. Duffy’s current Amended and Restated Agreement with the Company, dated November 5, 2024 (the “Duffy Employment Agreement”), will continue to apply through December 31, 2026, at which point it will expire in accordance with its terms. In connection with the Leadership Transition, on June 16, 2026, the Company and Mr. Duffy entered into a Transition and Executive Chairman Agreement (the “Duffy Transition Agreement”) setting forth the terms and conditions of Mr. Duffy’s continued service as (i) Chairman and Chief Executive Officer from January 1, 2027, through the Transition Date (the “Duffy CEO Period”) and (ii) Executive Chairman from the Transition Date through December 31, 2027 (the “Duffy Chairman Period” and together with the Duffy CEO Period, the “Duffy Executive Period”).
Under the terms of the Duffy Transition Agreement, during the Duffy Executive Period, Mr. Duffy’s annual base salary, annual bonus opportunity, annual long-term incentive opportunity, employee benefits and severance benefits will generally remain the same as in effect under the Duffy Employment Agreement, except that (i) his long-term incentive opportunity will be granted in fully vested shares of Class A common stock of the Company in September 2027, (ii) his outstanding performance-based equity awards (other than the performance award for the performance period ending December 31, 2026, which will vest on March 15, 2027 based on actual performance) will vest at the target level of performance as of the Transition Date, subject to his execution of a release of claims and (iii) his annual bonus opportunity under the Company’s annual incentive plan for the 2027 plan year will not have a requirement to remain employed after year-end, subject to his execution of a release of claims.
Under the terms of the Duffy Transition Agreement, during the Duffy CEO Period, Mr. Duffy’s duties and responsibilities will remain the same as set forth in the Duffy Employment Agreement, and during the Duffy Chairman Period, Mr. Duffy’s duties and responsibilities will be, among other things, to facilitate a successful CEO transition, maintain leadership continuity, and assist the Board in fulfilling its governance and strategic oversight responsibilities. The restrictive covenants in the Duffy Transition Agreement are substantially the same as those in the Duffy Employment Agreement.
The foregoing description of the Duffy Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Duffy Transition Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Agreement with Lynne C. Fitzpatrick
In connection with the Leadership Transition, on June 16, 2026, the Company and Ms. Fitzpatrick entered into an Employment Agreement (the “Fitzpatrick Agreement”) setting forth the terms and conditions of Ms. Fitzpatrick’s service as Chief Executive Officer commencing as of the Transition Date (or earlier if Mr. Duffy is no longer serving in such role).
Under the terms of the Fitzpatrick Agreement, as of the Transition Date, Ms. Fitzpatrick’s annual base salary will be $1.2 million, her annual bonus opportunity will be 200% of her annual base salary and her annual long-term incentive opportunity will be 700% of her annual base salary. Ms. Fitzpatrick will continue to be eligible to participate in all retirement, welfare and other benefit plans made available by the Company to its executives generally.
The Fitzpatrick Agreement requires that, upon a qualifying termination of employment without cause or a resignation with good reason, the Company provide Ms. Fitzpatrick with the following severance benefits, subject to Ms. Fitzpatrick’s execution of a release of claims: (i) a lump sum payment equal to two times her annual base salary, (ii) a pro-rated annual bonus, and the employment requirement on the payment date for completed plan years that have not yet been paid shall be waived if she was employed on December 31 of such completed plan year, (iii) accelerated vesting in respect of 75% of any unvested restricted share awards and continued vesting of 25% of any unvested performance-based equity awards, unless otherwise more favorable treatment is approved by the Compensation Committee of the Board, and (iv) 18 months of Company-paid healthcare coverage. In the event Ms. Fitzpatrick is terminated for any reason prior to the Transition Date or the Company has announced prior to the Transition Date that Ms. Fitzpatrick will not be appointed to the position of Chief Executive Officer, the Fitzpatrick Agreement will terminate, but if she voluntarily resigns her employment within 30 days of the occurrence of such announcement or if her employment is terminated by the Company without cause between the date of the Fitzpatrick Agreement and the date immediately prior to the Transition Date, then the Company will provide Ms. Fitzpatrick the same severance payments and benefits as described above but using her current annual base salary and annual target bonus opportunity to calculate such severance.
Under the terms of the Fitzpatrick Agreement, Ms. Fitzpatrick will be subject to a non-competition and non-solicitation covenant for 12 months following the termination of her employment with the Company.
The foregoing description of the Fitzpatrick Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Fitzpatrick Agreement, which is filed as Exhibit 10.2 to this report and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On June 17, 2026, the Company issued a press release relating to the Leadership Transition. A copy of the press release is furnished with this report as Exhibit 99.1 and is incorporated by reference in this Item 7.01.
The information furnished under Item 7.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information furnished under Item 7.01 of this report shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 10.1 |
Transition and Executive Chairman Agreement, dated June 16, 2026, between CME Group Inc. and Terrence A. Duffy. | |
| 10.2 |
Employment Agreement, dated June 16, 2026, between CME Group, Inc. and Lynne C. Fitzpatrick. | |
| 99.1 |
Press release dated June 17, 2026. | |
| 104 |
The cover page from CME Group Inc.’s Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CME Group Inc. | ||||||
| Registrant | ||||||
| Date: June 17, 2026 | By: | /s/ Lynne Fitzpatrick | ||||
| Name: | Lynne Fitzpatrick | |||||
| Title: | Senior Managing Director, President and Chief Financial Officer | |||||
Exhibit 99.1
| Media Contacts | Investor Contact | |||
| Laurie Bischel, 312.292.1937 | investors@cmegroup.com | |||
| news@cmegroup.com | CME-G | |||
| www.cmegroup.mediaroom.com |
CME Group Terry Duffy Will Step Down as Chief Executive Officer and Transition to Executive Chairman of the Board in March 2027; President and CFO Lynne Fitzpatrick Will Be Appointed CEO
CHICAGO, June 17, 2026 – CME Group, the world’s leading derivatives marketplace, today announced its longest-serving Chairman and Chief Executive Officer Terry Duffy will transition to Executive Chairman on March 1, 2027. Lynne Fitzpatrick, currently President and Chief Financial Officer, will be named Chief Executive Officer and will join the CME Group Board of Directors at that time.
Duffy has been at the helm of CME Group for more than 25 years when he was appointed Chairman in 2002, then Executive Chairman in 2006 and Chairman and Chief Executive Officer in 2016. Throughout his tenure, Duffy has led the company, and in turn the industry, through significant and ongoing transformation. He built a global trading powerhouse that traded an average daily volume of 28.1 million contracts last year and commands a market cap of more than $95 billion, up more than 8,000% since Duffy took the company public in 2002.
Under Duffy’s leadership, CME Group transitioned from floor-based to electronic trading and became the first U.S. exchange to go public. He successfully completed the industry’s first merger with cross-town rival the Chicago Board of Trade in 2007, a combination that few believed would come to fruition and an achievement that was quickly followed by the acquisition of the New York Mercantile Exchange in 2008. He also guided the company through times of turbulence including the global financial crisis of 2008 and the downfall of trading firm MF Global. His long, proven track record of innovation continues and has included the 2018 acquisition of NEX, a landmark partnership with Google Cloud in 2021, and a groundbreaking venture with FanDuel in 2025 that expands the reach of CME Group benchmark products to a new audience of millions of potential U.S. retail traders.
“Leading CME Group through more than 25 years of transformative growth has been among the highest honors of my life,” said Duffy. “Since first stepping onto the trading floor in the 1980s, I have been a believer that strong, transparent and regulated markets are a powerful force in driving progress for economies, businesses and individuals. Together with my Board, colleagues both past and present, and our employees across the globe, I am proud to have played a role in turning my conviction into history, as CME Group has grown from a Chicago institution to a true global powerhouse – all while generating billions in daily efficiencies for market users globally.
“I am pleased our company is so well positioned and have never been more optimistic about its future potential. As I begin this transition to Executive Chairman, I look forward to working even more closely with Lynne, our soon-to-be CEO, to deliver enhanced benefits to our clients and new value for our shareholders. With more than 20 years of strategic and financial expertise and strong leadership abilities, Lynne is the right person at the right time. She will continue moving our company forward for our clients, shareholders and our entire global team.”
“On behalf of the CME Group Board, I thank Terry for his tremendous leadership, not only as the longest running Chairman and CEO in our company’s history, but also as the foremost champion of our business, our markets and the global futures industry,” said Charlie Carey, Lead Director of the CME Group Board of Directors. “As a friend and colleague for more than 40 years, I’ve had a front row seat to watch Terry successfully deploy the strategic vision that has propelled CME Group into one of the strongest global financial services organizations in the world. We are pleased he will remain as Executive Chairman to work with Lynne, a strong, accomplished leader in her own right, as she steps into the role of CEO and continues to build and expand our company’s leading position in this very dynamic marketplace.”
Fitzpatrick said, “It is my privilege to have been able to work with and learn from Terry over the last 20 years, and I am honored to have the opportunity to succeed him as CEO next March. I appreciate the confidence that he and the Board have placed in me, and I look forward to working with our investors, clients and employees around the world as we grow our core business and create value for our shareholders.”
Duffy Biographical Information
A leading voice of the financial industry, Duffy joined CME Group as a runner in the lean hog pit in 1980. He purchased a seat to become a member and founded his trading company, TDA Trading, in 1981. Duffy joined the Board of Chicago Mercantile Exchange in 1995, was named Vice Chairman in 1998 and Chairman in 2002. He became Executive Chairman of the Board of CME Group in 2006, Executive Chairman and President in 2012, and was named to his current role of Chairman and CEO in 2016. He regularly testifies before Congress on key issues facing derivatives markets, clients and global market users. He has been named FOW’s International CEO of the Year, one of TabbFORUM’s 40 Innovators in Financial Markets, a member of the Futures Industry Association’s Hall of Fame and included in Crain’s Who’s Who in Chicago Business. Under his leadership, CME Group has received a wide range of industry awards recognizing the company, clearing house, technology, product innovation and brand value.
Duffy was inducted into the Futures Industry Hall of Fame by the Futures Industry Association in 2025. He was appointed by President Bush and confirmed by the U.S. Senate in 2003 to join the Federal Retirement Thrift Investment Board (FRTIB), a position he held until 2013.
He serves as Co-Chair of the Mayo Clinic Greater Chicago Leadership Council and is a Board member of the CME Group Foundation.
He attended the University of Wisconsin-Whitewater and received a Doctor of Public Service, honoris causa, from Saint Xavier University and a Doctor of Humane Letters from DePaul University.
Fitzpatrick Biographical Information
Fitzpatrick was appointed President and Chief Financial Officer in 2024. She previously served as Chief Financial Officer since 2023, Deputy Chief Financial Officer since 2022 and Managing Director of Corporate Development and Treasurer since 2017.
Since joining CME Group in 2006, Fitzpatrick has held a variety of positions with increasing levels of responsibility within the organization. She previously worked as an investment banker at Credit Suisse and UBS.
Fitzpatrick has been named to Crain’s 40 Under 40 and recognized as one of Crain’s Chicago Business Notable Leaders in Finance.
She holds a bachelor’s degree in economics from Brown University and an MBA from the University of Chicago Booth School of Business.
As the world’s leading derivatives marketplace, CME Group (www.cmegroup.com) enables clients to trade futures, options, cash and OTC markets, optimize portfolios, and analyze data – empowering market participants worldwide to efficiently manage risk and capture opportunities. CME Group exchanges offer the widest range of global benchmark products across all major asset classes based on interest rates, equity indexes, foreign exchange, cryptocurrencies, energy, agricultural products and metals. The company offers futures and options on futures trading through the CME Globex platform, fixed income trading via BrokerTec and foreign exchange trading on the EBS platform. In addition, it operates one of the world’s leading central counterparty clearing providers, CME Clearing.
CME Group, the Globe logo, CME, Chicago Mercantile Exchange, Globex, and E-mini are trademarks of Chicago Mercantile Exchange Inc. CBOT and Chicago Board of Trade are trademarks of Board of Trade of the City of Chicago, Inc. NYMEX, New York Mercantile Exchange and ClearPort are trademarks of New York Mercantile Exchange, Inc. COMEX is a trademark of Commodity Exchange, Inc. BrokerTec is a trademark of BrokerTec Americas LLC and EBS is a trademark of EBS Group LTD. The S&P 500 Index is a product of S&P Dow Jones Indices LLC (“S&P DJI”). “S&P®”, “S&P 500®”, “SPY®”, “SPX®”, US 500 and The 500 are trademarks of Standard & Poor’s Financial Services LLC; Dow Jones®, DJIA® and Dow Jones Industrial Average are service and/or trademarks of Dow Jones Trademark Holdings LLC. These trademarks have been licensed for use by Chicago Mercantile Exchange Inc. Futures contracts based on the S&P 500 Index are not sponsored, endorsed, marketed, or promoted by S&P DJI, and S&P DJI makes no representation regarding the advisability of investing in such products. All other trademarks are the property of their respective owners.
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