Board Structure

The Exchange’s operations are overseen by a 12-person Board of Directors. The Board consists of:

· 6 public directors
· 5 participant directors; and
· the Exchange’s chief executive officer.

The 12 directors are divided into three equal classes; each class serves a three-year term. There is one STP participant director in each class.

These directors are elected by the Exchange’s sole shareholder, CHX Holdings, Inc. Each year, the Exchange’s nominating committee initially identifies candidates for the open STP participant director positions on the board; the Exchange’s participants can add names to that list by petition. If names are added to the slate, the Exchange’s participants vote on the candidates. The persons receiving the highest number of votes will be elected as STP participant directors on the Board. Public directors and other participant directors are nominated by the nominating committee, but are not subject to the petition process described above. The Exchange’s Board members receive relatively modest compensation for their service.