Cecilia H. Mao

About Cecilia H. Mao

Cecilia H. Mao, age 50, is an independent director of Cboe Global Markets, Inc., serving since 2024. She is the Global Chief Product Officer at Equifax (since 2020), previously held senior product leadership roles at Oracle Data Cloud (2014–2020), and earlier management positions at Verisk Analytics and FICO; she holds a B.A. from the University of California, Berkeley . She brings enterprise product leadership and technology commercialization experience relevant to exchanges and data businesses, with board-designated independence .

Past Roles

Organization	Role	Tenure	Committees/Impact
Oracle Corp. (Oracle Data Cloud)	Director, Senior Director, Vice President	2014–2020	Led data/analytics product roles, driving revenue acceleration and strategic growth
Verisk Analytics; FICO; other tech	Management positions	Not disclosed	Technology and analytics experience in risk/data domains

External Roles

Organization	Role	Tenure	Committees/Impact
Equifax	Global Chief Product Officer	2020–Present	Enterprise product leadership; technology and growth execution

Board Governance

Independence: Designated “Independent”; not an employee of Cboe .
Committees: Member, Finance & Strategy (joined Feb 8, 2024); Member, Risk (joined May 16, 2024). Committee meeting counts in 2024: Finance & Strategy 6; Risk 8 .
Attendance: In 2024, the Board met 9 times; each director attended at least 75% of aggregate Board and applicable Committee meetings. Independent directors met in executive session 6 times; all current directors attended the 2024 Annual Meeting .
Shareholder support: Elected at the May 16, 2024 Annual Meeting with votes For 78,022,267; Against 261,143; Abstain 206,483; Broker Non-votes 9,774,974 .

Fixed Compensation

Component	Amount	Period/Notes
Annual cash retainer	$90,000	Applies May 2024–May 2025 (same level as prior year)
Annual stock retainer (RSUs, value-based)	$170,000	Value set on grant date closing price
Committee member cash retainer – Finance & Strategy	$12,000	Annual
Committee member cash retainer – Risk	$12,000	Annual (increased from $7,500 effective 2024)
Committee meeting attendance fee	$1,500 per meeting	Only if in excess of baseline +2 (Risk baseline 7; Finance & Strategy baseline 10)

2024 actual compensation (pro‑rated for appointment dates):

Name	Fees Earned or Paid in Cash	Stock Awards (grant‑date fair value)	All Other Compensation	Total
Cecilia H. Mao	$98,325	$215,278	—	$313,603

Deferrals: Mao elected to defer 100% of her 2024 equity grant under the Director Equity Deferral Plan .

Performance Compensation

Equity Instrument	Grant Dates	Fair Value	Shares/Units	Vesting	Deferral Elections
Restricted Stock Units (RSUs)	Feb 8, 2024 (pro‑rata for new directors); May 16, 2024	$215,278 (aggregate 2024)	1,182 unvested RSUs held at 12/31/2024	Vests on earlier of one‑year anniversary of grant or completion of final year of director service, subject to continued service	Deferred 100% of 2024 equity grant into stock account; distribution per plan elections (includes change of control distribution feature)

Plan governance limits:

Annual non‑employee director compensation limit: $950,000 (aggregate of cash plus equity grant‑date fair value; $2,500,000 for Chairman/Lead Director) .

No director performance metrics (financial/TSR/ESG) apply to non‑employee director equity retainers; awards are service‑based RSUs rather than PSU‑based pay .

Other Directorships & Interlocks

No other public company board service is disclosed in Mao’s biography within the proxy statement; background emphasizes operating roles at Equifax and Oracle rather than external directorships .

Expertise & Qualifications

Strategy and management of large organizations; risk management; international experience; technology/cyber oversight; corporate governance knowledge per Board qualifications matrix .
The Nominating & Governance Committee emphasizes oversight of governance policies, board composition, self‑evaluations, and conflict reviews—relevant to Mao’s governance role set .

Equity Ownership

Holder	Beneficially Owned Shares	% of Outstanding	Notes
Cecilia H. Mao	1,182	<1%	RSUs do not carry voting rights until settled; table includes shares acquirable within 60 days; Mao held 1,182 unvested RSUs at 12/31/2024

Ownership alignment policies:

Stock ownership guideline: 5x cash annual retainer (i.e., 5 × $90,000) within 5 years of joining; directors must hold all shares received from annual equity awards until guidelines are met .
Compliance status: As of 12/31/2024, all incumbent directors met the guideline except new 2024 directors Mansfield and Mao (still within the compliance window) .
Hedging/pledging: Prohibited; no hedges, pledges, or margin loans by directors in 2024 .

Governance Assessment

Strengths: Independent status; committee placement on Finance & Strategy and Risk aligns with her product/technology expertise; strong shareholder support on election; robust ownership/holding and anti‑hedging/pledging policies; equity deferral election suggests longer‑term alignment .
Oversight: Risk Committee received frequent cybersecurity and resilience updates; independent directors met in executive session 6 times in 2024, indicating engaged oversight culture .
Compensation structure: Director pay mix centered on fixed cash and time‑based RSUs, at market‑median levels with independent consultant Meridian engaged; Risk Committee retainers increased to reflect duties—transparent and aligned with responsibilities .
Potential conflicts: Related‑party transaction review indicates no transactions involving Mao; Equifax/Oracle background disclosed without identified Cboe dealings; Audit Committee reviews related‑party matters .
RED FLAGS: None observed on attendance (≥75% threshold met), hedging/pledging (prohibited and none in 2024), or related‑party exposure. Note: Ownership guideline not yet met due to 2024 appointment, within allowed 5‑year compliance window .