Pay vs Performance Disclosure - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Value Of Initial Fixed $100 Investment Based On: | ||||||||||||||
Year | Summary Compensation Table Total For PEO (Donohue) (1) | Compensation Actually Paid To PEO (Donohue) (2) | 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) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Income (7) (in millions) | Adjusted EBITDA (8) (in millions) | ||
2025 | $18,347,037 | $11,666,184 | $12,303,611 | $— | $— | $3,985,670 | $3,909,530 | $289.12 | $175.55 | $1,095 | $1,646 | |||
2024 | $— | $— | $3,325,419 | $4,350,104 | $— | $— | $4,384,076 | $5,374,354 | $222.49 | $149.67 | $761 | $1,352 | ||
2023 | $— | $— | $8,366,510 | $9,420,432 | $9,403,311 | $6,889,839 | $3,255,931 | $5,156,162 | $200.90 | $125.49 | $758 | $1,245 | ||
2022 | $— | $— | $— | $— | $14,520,578 | $4,096,611 | $4,865,964 | $139.15 | $102.26 | $234 | $1,136 | |||
2021 | $— | $— | $— | $— | $16,085,506 | $3,188,615 | $4,608,036 | $142.23 | $129.80 | $527 | $987 | |||
Donohue, 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".
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 2025, Messrs. Isaacson, Sexton, Lipscomb, and
Howson and Mses. Griebenow and Clay; (ii) for 2024, Messrs. Howson, Isaacson, and Sexton and Ms.
Griebenow; (iii) for 2023, Messrs. Schell, Howson, and Isaacson, Mses. Griebenow and Clay; (iv) for 2022,
Messrs. Schell, Howson, Isaacson, and Sexton; and (v) for 2021, Messrs. Schell, Howson, Isaacson, and
Sexton.
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.
Messrs. Donohue, 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. Donohue's and Mr. Tomczyk's total
compensation as reported in the 2025 SCT to determine each of their 2025 compensation actually paid.
Craig S. Donohue | |||
Amount Deducted or Added (1) | 2025 | ||
Subtract stock and option awards reported in SCT | $-14,742,574 | ||
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 | $19,013,511 | ||
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 | $— | ||
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 | $— | ||
Add dividends paid on unvested shares/units and stock options in the covered fiscal year | $55,592 |
Fredric J. Tomczyk | |||
Amount Deducted or Added (1) | 2025 | ||
Subtract stock and option awards reported in SCT | $-9,350,028 | ||
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 | $8,256,896 | ||
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 | $823,881 | ||
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 | $730,626 | ||
Add dividends paid on unvested shares/units and stock options in the covered fiscal year | $176,052 |
____________________________________
(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.
to the Other NEOs as a group. In accordance with SEC rules, the following adjustments were made to
average total compensation for the Other NEOs as a group for 2025 to determine the compensation
actually paid. Numbers may not foot due to rounding.
Average Amount Deducted or Added (1) | 2025 | ||
Subtract average stock and option awards reported in SCT | $-2,589,601 | ||
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 | $1,829,725 | ||
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 | $1,352,441 | ||
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) | $135,206 | ||
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 | $126,532 | ||
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 | $-953,176 | ||
Add average dividends paid on unvested shares/units and stock options in the covered fiscal year | $22,733 |
____________________________________
(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.
As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Donohue,
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.
As demonstrated by the following table, the amount of compensation actually paid to Messrs. Donohue,
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.
As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Donohue,
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.
As demonstrated by the following graph, the Company's cumulative TSR over the period presented in the table
was 189%, while the cumulative TSR of the peer group presented for this purpose was 76% over the period
presented in the table. The Company's cumulative TSR generally matched the performance of the peer group in
2021, outperformed the peer group in 2022, outperformed the peer group in 2023, generally matched the
performance of the peer group in 2024, and outperformed the peer group in 2025. For more information
regarding the Company's performance and the companies that the Compensation and Human Capital
Committee considers when determining compensation, refer to "Executive Compensation—Compensation
Discussion and Analysis".
Financial Performance Measures |
Adjusted EBITDA |
Net Revenue |
3-Year Cumulative Adjusted Diluted EPS |
3-Year Relative TSR Compared to S&P 500 |
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, 2020).
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.
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.