Notices to Members
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September 20, 2017
Executive Representative Reminder and Board and Nominating Committee Members Whose Terms Will Expire at the Board's 2018 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 designated an Executive Representative last year, 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 2018 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 15, 2018. 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
Three (3) open positions for FCM Representatives of which at least two (2) must be affiliated with an FCM not 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 a Guaranteed 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 10% 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, 2017, and one (1) is an at-large position with no conditions placed on this position as far as its ranking.
SD/MSP/RFED Open Board Positions
Three (3) open positions for SD/MSP/RFED Representatives of which one (1) representative must be affiliated with an SD that is a Large Financial Institution as of June 30 preceding the election, and one (1) must be affiliated with an SD, MSP or RFED that is not a Large Financial Institution.
Nominating Committee Open Positions
In addition to the Board of Director vacancies, there are the following open positions on the Nominating Committee in the 2018 Member election:
One (1) open position for an FCM Representative who may be affiliated with either a top ten or non-top ten FCM based on the total amount of segregated funds and secured amounts held as of June 30 preceding the election;
One (1) open position for an IB Representative who may be affiliated with either an Independent IB or a Guaranteed IB;
One (1) open position for a CPO/CTA Representative who may be acting primarily as either a CPO or CTA; and
One (1) open position for an SD/MSP/RFED Representative who must be affiliated with an SD/MSP/RFED of 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 11, 2017 to:
By Mail:
Carol A. Wooding
Secretary
NFA
300 South Riverside Plaza, Suite 1800
Chicago, Illinois 60606
By Email:
Election2018@NFA.futures.org
By Fax:
Attn: Carol Wooding
312-781-1672
Should you have any questions, please contact Carol Wooding at 312-781-1409.
BOARD MEMBERS WHOSE TERMS WILL EXPIRE
AT THE BOARD OF DIRECTORS' 2018 REGULAR ANNUAL MEETING
BOARD OF DIRECTORS
(Directors may succeed themselves)
FCM
Gerald F. Corcoran
Chief Executive Officer
R.J. O'Brien & Associates LLC
Michael C. Dawley
Managing Director
Goldman Sachs & Co.
Maureen C. Downs
President
Rosenthal Collins Group LLC
IB
Paul J. Georgy
President
Allendale, Inc
CPO/CTA
Douglas L. Bry
Senior Strategist
Welton Investment Partners LLC
Brendan R. Kalb
Managing Director and General Counsel
AQR Capital Management LLC
SD/MSP/RFED
William F. McCoy
Managing Director
Morgan Stanley
Don Thompson
Managing Director and Associate General Counsel
JPMorgan Chase & Co.
Sheryl M. Wallace
Corporate Vice President, Risk Management Leader
Cargill, Incorporated
NOMINATING COMMITTEE MEMBERS WHOSE TERMS WILL EXPIRE
AT THE BOARD OF DIRECTORS' 2018 REGULAR ANNUAL MEETING
NOMINATING COMMITTEE
(Nominating Committee members may NOT succeed themselves)
FCM
Russell Levens
Chief Executive Officer
G.H. Financials LLC
IB
Howard Rennell
President
The Windham Group, Inc.
CPO/CTA
David Barton
Senior Counsel
Rokos Capital Management LLP
SD/MSP/RFED
Siddhartha Valluri
Global Chief Risk & Compliance Officer
OANDA Corporation
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 and LTMs 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;
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;
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;
Three (3) Contract Market Representatives; and
Ten (10) Public Representatives.
COMPOSITION OF NFA'S BOARD NOMINATING COMMITTEE PURSUANT TO
NFA'S ARTICLES OF INCORPORATION ARTICLE X SECTION 2
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;
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;
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
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.
A printable version of the Recommendation for Nomination is available here.