Executive Representative Reminder and Board and Nominating Committee Members Whose Terms Will Expire at the Board's 2019 Regular Annual Meeting
Executive Representative Reminder
In August 2016, NFA's Bylaws were amended to implement an electronic voting process for Directors' elections, contested Nominating Committee member elections and Articles' amendments approval votes. If elections are necessary, NFA has engaged Corporate Election Services (CES), a third-party service provider, to administer the electronic voting process. To facilitate the electronic voting process, each Member shall designate an Executive Representative who will have the Member's sole authority to sign nominating petitions, receive notices of Member meetings and proxy materials, complete proxy cards and provide voting instructions and cast votes on behalf of the Member. Members may designate an Executive Representative through NFA's website. Only those firm personnel who are the Security Manager or are authorized to view, update and file information in ORS may complete the Executive Representative Contact form.
If a Member fails to complete this form and designate an Executive Representative, the Member's membership contact listed in ORS will be deemed to be the Executive Representative. If a Member has already designated an Executive Representative, it is not necessary to do so again unless the person designated as the Executive Representative has changed.
Board and Nominating Committee Members' Terms to Expire at 2019 Board of Directors' Regular Annual Meeting
Before October 15th of each year, NFA's Secretary shall notify all Members in the Futures Commission Merchant (FCM), Introducing Broker (IB), Commodity Pool Operator and Commodity Trading Advisor (CPO/CTA) and Swap Dealer, Major Swap Participant and Retail Foreign Exchange Dealer (SD/MSP/RFED) categories of the elected Directors and the members of the Nominating Committee whose terms shall expire at the Board of Directors' regular annual meeting and shall request that the names of eligible persons to fill those positions be submitted to the Nominating Committee.
Provided is a list of the FCM, IB, CPO/CTA and SD/MSP/RFED Board and Nominating Committee members whose terms shall expire at the Board of Directors' regular annual meeting on February 21, 2019. Please use the form provided to submit names of persons eligible to fill the vacancies on the Board of Directors and the Nominating Committee. For your reference, an explanation of the composition of the Board of Directors and the Nominating Committee is provided. The Nominating Committee shall consider names that are submitted and the membership will be notified of its nominations. Thereafter, additional nominations may be made by petition pursuant to NFA's Articles. The procedure for filing a nomination by petition will be contained in a subsequent Notice to Members announcing the Nominating Committees' nominations to fill the Board and Nominating Committee vacancies.
FCM and IB Open Board Positions
Two (2) open positions for FCM Representatives of which at least one (1) must be affiliated with an FCM ranked as a top ten FCM based on the total amount of segregated funds and secured amounts as of June 30 preceding the election.
One (1) open position for an Independent IB Representative.
CPO/CTA Open Board Positions
Two (2) open positions for CPO/CTA Representatives of which at least one (1) must rank within the top 5% of CPOs or CTAs reporting any funds under management allocated to futures and swaps on NFA Form PQR and NFA Form PR as of June 30, 2018.
SD/MSP/RFED Open Board Positions
Two (2) open positions for SD/MSP/RFED Representatives of which one (1) representative must be affiliated with an SD, MSP or RFED that is not a Large Financial Institution as of June 30 preceding the election.
Nominating Committee Open Positions
In addition to the Board of Director vacancies, there are the following open positions on the Nominating Committee in the 2019 Member election:
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One (1) open position for an FCM Representative who must be affiliated with a top ten FCM based on the total amount of segregated funds and secured amounts held as of June 30 preceding the election;
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One (1) open position for an IB Representative who may be affiliated with either an Independent IB or a Guaranteed IB;
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One (1) open position for a CPO/CTA Representative who must be acting primarily as a CPO; and
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One (1) open position for an SD/MSP/RFED Representative who is affiliated with either an SD of a Large Financial Institution as of June 30 preceding the election or affiliated with an SD/MSP/RFED that is a Non-Large Financial Institution as of June 30 preceding the election.
How to Submit Recommendations
NFA is a membership organization. NFA Members have a voice in NFA's governance through the exercise of the right to recommend candidates and to nominate and elect individuals to serve on NFA's Nominating Committee and Board of Directors. The Nominating Committee relies heavily on the recommendations of the membership in making its nominating decisions. Please give this matter serious consideration and return your submission(s) to NFA by mail, email or fax for receipt no later than October 15, 2018 to:
By Mail: Carol A. Wooding Secretary and General Counsel NFA 300 South Riverside Plaza, Suite 1800 Chicago, Illinois 60606
By Email: election2019@nfa.futures.org
By Fax: Attn: Carol Wooding 312-781-1672
Should you have any questions, please contact Carol Wooding (312-781-1409 or cwooding@nfa.futures.org).
BOARD AND NOMINATING COMMITTEE MEMBERS WHOSE TERMS WILL EXPIRE AT BOARD OF DIRECTORS' 2019 REGULAR ANNUAL MEETING
BOARD OF DIRECTORS (Directors may succeed themselves)
FCM
Thomas R. Kadlec President ADM Investor Services, Inc.
Antonio Reyes Miras Managing Director and Americas Head-Futures, Clearing and Collateral Citigroup Global Markets, Inc.
IB
Michael T. Burke Chief Executive Officer HighGround Trading LLC
CPO/CTA
Ernest L. Jaffarian CEO/CIO Efficient Capital Management LLC
Martin Lueck Research Director Aspect Capital Limited
SD/MSP/RFED
Charlotte B. McLaughlin President and Chief Executive Officer PNC Capital Markets LLC
Philip A. Olesen, CFA Managing Director and Global Head of Credit Trading UBS Securities LLC
NOMINATING COMMITTEE MEMBERS WHOSE TERMS WILL EXPIRE AT THE BOARD OF DIRECTORS' 2019 REGULAR ANNUAL MEETING
NOMINATING COMMITTEE (Nominating Committee members may NOT succeed themselves)
FCM
Maria Chiodi Managing Director and Counsel Credit Suisse Securities (USA) LLC
IB
Ryan W. Griffeth Postrock Brokerage LLC
CPO/CTA
Steven M. Felsenthal General Counsel and Chief Compliance Officer Millburn Ridgefield Corp.
SD/MSP/RFED
Seth P. Bender Senior Vice President and Associate General Counsel HSBC Bank PLC
COMPOSITION OF NFA'S BOARD OF DIRECTORS PURSUANT TO NFA'S ARTICLES OF INCORPORATION ARTICLE VII SECTION 2A
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Five (5) FCM Representatives — At least two (2) representatives from top ten FCMs and at least two (2) representatives not ranked in the top ten FCMs based on the total of futures customer segregated funds and foreign futures or foreign options secured amounts held as of June 30 of the prior calendar year;
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One (1) IB Representative — Independent;
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One (1) IB Representative — Guaranteed;
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Four (4) CPO/CTA Representatives — At least one (1) representative of CPOs or CTAs ranked within the top five (5) percent and at least one (1) representative of CPOs or CTAs ranked within the top ten (10) percent of CPOs or CTAs reporting any funds under management allocated to futures and swaps on NFA Form PQR and NFA Form PR as of June 30 of the prior calendar year;
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Five (5) SD/MSP/RFED Representatives — At least two (2) representatives of SDs that are Large Financial Institutions as of June 30 of the prior calendar year and at least two (2) representatives of SDs, MSPs or RFEDs that are not Large Financial Institutions as of June 30 of the prior calendar year;
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Three (3) Contract Market Representatives; and
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Ten (10) Public Representatives.
COMPOSITION OF NFA'S BOARD NOMINATING COMMITTEE PURSUANT TO NFA'S ARTICLES OF INCORPORATION ARTICLE X SECTION 2
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Three (3) FCM Representatives — At least one (1) representative of an FCM ranked in the top ten FCMs and at least one (1) representative of an FCM or LTM not ranked in the in the top ten FCMs based on the total of futures customer segregated funds and foreign futures or foreign options secured amounts, as those terms are defined in the applicable Commission regulations, held as of June 30 of the prior calendar year;
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Three (3) IB Representatives — At least one (1) representative of IBs required to maintain minimum adjusted net capital and at least one (1) representative of IBs not required to maintain minimum adjusted net capital;
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Three (3) CPO/CTA Representatives — At least one (1) representative that primarily acts as a CPO and at least one (1) representative that primarily acts as a CTA; and
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Three (3) SD/MSP/RFED Representatives — At least one (1) representative of SDs that is a Large Financial Institution as of June 30 of the prior calendar year and at least one (1) representative of SDs, MSPs or RFEDs that is not a Large Financial Institution as of June 30 of the prior calendar year.
