Christopher A. Isaacson
Chief Operating Officer at CBOE
Executive
About Christopher A. Isaacson
Executive Vice President and Chief Operating Officer (NEO) at Cboe Global Markets. In 2024, company performance that drove incentive outcomes included: net revenues of $2,072 million (+8% YoY) and diluted EPS of $7.21; adjusted EBITDA used for incentives was $1,363 million (104.2% of target) . For the 2022–2024 PSU cycle, Cboe achieved 83rd percentile relative TSR (200% of target) and 3-year cumulative adjusted diluted EPS of $23.34 (161.5% of target), supporting strong long-term incentive vesting . Isaacson’s 2024 individual goals emphasized platform resilience (greater than 99.9% global uptime; 100% uptime across 25 of 27 markets), deployment of dedicated cores and new options access architecture, EBITDA margin improvement, and AI adoption initiatives, reflecting core operating and technology leadership .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cboe Global Markets and subsidiaries | EVP, Chief Operating Officer; internal board leadership/governance of subsidiaries | 2024 | Drove platform stability (≥99.9% global uptime), new access architectures, resource allocation, and enterprise risk oversight supporting margin improvement and product/tech rollouts |
External Roles
- None disclosed in the proxy for 2024 .
Fixed Compensation
| Year | Base salary ($) | Notes |
|---|---|---|
| 2023 | 650,000 | — |
| 2024 | 650,000 | — |
| 2024 total compensation ($) | Salary ($) | Non‑equity incentive ($) | Stock awards ($, grant date fair value) | All other comp ($) |
|---|---|---|---|---|
| 4,713,361 | 650,000 | 1,209,000 | 2,695,626 | 158,735 |
All other compensation detail (2024):
- 401(k) match: $27,600; SERP contribution: $114,855; taxable life insurance: $630; matching gifts: $15,000; airline club: $650 .
Performance Compensation
Annual incentive plan (AIP) structure (2024)
- Weighting: Corporate financial 70% (Net Revenue 30%, Adjusted EBITDA 40%); Individual 20%; DEI 10% .
- Corporate outcomes: Net Revenue $2,071m (126% of target); Adjusted EBITDA $1,363m (128% of target) .
- Isaacson’s total AIP payout: 124% of target (on a 150% of salary target opportunity) .
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs target |
|---|---|---|---|---|---|---|
| Net Revenue ($mm) | 30% | 1,818 | 2,020 | 2,222 | 2,071 | 126.0% |
| Adjusted EBITDA ($mm) | 40% | 1,112 | 1,308 | 1,505 | 1,363 | 128.0% |
| Individual performance | 20% | — | — | — | 2024 goals/achievements set and assessed | See narrative |
| DEI performance | 10% | — | — | — | Assessed by Committee | See narrative |
AIP target and payout context (Isaacson):
- Target bonus opportunity: 150% of base salary (unchanged vs 2023) .
- Actual non‑equity incentive paid (2024): $1,209,000 .
Long-term incentives (LTI) – grants in 2024
Program design: 50% time‑based RSUs (3-year ratable vesting), 50% PSUs split evenly between 3‑yr relative TSR vs S&P 500 and 3‑yr cumulative adjusted diluted EPS; PSU payout range 0–200%; 2024 grant agreements include retirement notice/transition requirements .
| Grant date | Award type | Shares at threshold | Shares at target | Shares at max | Target value ($) | Vesting/metrics |
|---|---|---|---|---|---|---|
| 2024‑02‑19 | RSUs | — | 5,022 | — | 937,500 | 1/3 on each of 2/19/2025, 2/19/2026, 2/19/2027 |
| 2024‑02‑19 | PSUs – TSR | 1,256 | 2,511 | 5,022 | 468,750 | 3‑yr TSR vs S&P 500 (2024–2026); cliff‑vest post measurement |
| 2024‑02‑19 | PSUs – EPS | 1,256 | 2,511 | 5,022 | 468,750 | 3‑yr cumulative adjusted diluted EPS (2024–2026); cliff‑vest post measurement |
| 2024‑02‑19 | Special RSUs | — | 1,340 | — | 250,000 | Cliff vest 2/19/2027; no qualified retirement eligibility |
| 2024‑02‑19 | Special PSUs – TSR | 335 | 670 | 1,340 | 125,000 | Same 2024–2026 metrics; no qualified retirement eligibility |
| 2024‑02‑19 | Special PSUs – EPS | 335 | 670 | 1,340 | 125,000 | Same 2024–2026 metrics; no qualified retirement eligibility |
PSU performance targets (2024–2026 cohort):
- Relative TSR: 25th/50th/75th percentile for 50%/100%/200% payout; Cumulative adjusted diluted EPS: $25.82/$28.40/$31.15 for 50%/100%/200% payout .
Recently vested performance awards (supply considerations)
- 2022–2024 PSU results certified in early 2025: TSR 83rd percentile (200% of target) and 3‑yr adjusted EPS $23.34 (161.5% of target); Isaacson vested 9,808 PSUs (TSR) and 7,921 PSUs (EPS) from 2022 grants on 2/10/2025 (ex‑div equivalents) .
- This creates near‑term settlement‑driven supply; subsequent 2024 RSU tranches vest on 2/19/2026 and 2/19/2027; special RSUs vest 2/19/2027; 2024 PSUs settle post 2026 performance determination (around 2/19/2027) .
Equity Ownership & Alignment
- Beneficial ownership: 47,580 shares as of March 18, 2025 (less than 1% of outstanding) .
- Shares outstanding: 104,712,468 (3/18/2025), implying ownership ≈0.05% .
- Outstanding unvested awards at 12/31/2024 (market values shown by company):
| Category | Count (shares) | Market/payout value |
|---|---|---|
| Unvested RSUs (multiple grants) | 2,581; 4,975; 5,022; 1,340 | $504,327; $972,115; $981,299; $261,836 |
| PSUs (2023 TSR/EPS at max display) | 7,462; 7,462 | $1,458,075; $1,458,075 |
| PSUs (2024 TSR/EPS at target display) | 2,511; 2,511 | $490,649; $490,649 |
| Special PSUs (2024 TSR/EPS at target; no retirement eligibility) | 670; 670 | $130,918; $130,918 |
Policies and alignment safeguards:
- Stock ownership guideline: 4x base salary; as of 12/31/2024, each NEO met applicable holding requirements .
- Anti‑hedging and anti‑pledging: executive officers prohibited; none had hedges or pledges in 2024 .
- Equity program uses RSUs/PSUs; no stock options in 2024 .
Deferred compensation:
- SERP (non‑qualified defined contribution) 2024: employee contribution $717,844; company contribution $114,855; aggregate balance $7,589,185 (earnings based on elected funds) .
Employment Terms
Executive Severance Plan (covers EVP):
- Without cause/for good reason: lump sum = 1x base salary + 1x target bonus (plus pro‑rated current‑year target bonus), and 18 months COBRA; accrued obligations also paid .
- Change in control (double trigger, –6 months/+24 months window): 2x base salary + 2x target bonus (plus pro‑rated current‑year target bonus) and 24 months COBRA; accrued obligations also paid .
- Potential payout illustrations for Isaacson (assumed 12/31/2024 event):
| Scenario | Salary ($) | Cash incentive ($) | Unvested equity ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Termination w/o cause or for good reason | 650,000 | 1,950,000 | 3,619,394 | 48,448 | 6,267,842 |
| CIC + qualifying termination | 1,300,000 | 2,925,000 | 10,498,256 | 64,597 | 14,787,853 |
| Death/disability | — | — | 9,040,181 | — | 9,040,181 |
Equity vesting provisions:
- Standard double‑trigger acceleration on change in control (if no replacement award is provided; otherwise, acceleration upon qualifying termination); performance deemed at greater of target or actual to date .
- Retirement treatment updated for 2024 awards: requires ≥55 years of age, ≥10 years of service, 6‑month notice, transition plan; continued vesting on schedule for RSUs and pro‑rata PSUs (subject to performance) . As of 12/31/2024, Isaacson had not satisfied retirement requirements .
- Equity award agreements include non‑compete, non‑solicitation, and confidentiality covenants .
Clawbacks and risk controls:
- Mandatory clawback (Dodd‑Frank compliant) for restatements; 3‑year lookback; fault not required .
- Supplemental discretionary clawback (effective 12/18/2024) allows recovery up to 100% of cash/equity for restrictive covenant breaches or cause‑type conduct; 3‑year lookback .
- No tax gross‑ups upon change in control; double‑trigger equity and severance protections; anti‑hedging/anti‑pledging .
Compensation Structure Analysis
- Mix emphasizes at‑risk pay: 2024 AIP tied to Net Revenue and Adjusted EBITDA with formulaic thresholds/caps; individual and DEI modifiers applied; payout range 0–200% .
- LTI entirely RSUs/PSUs; no options in 2024 (lower leverage vs options) .
- Special one‑time 2024 retention grant to Isaacson (target $500,000 split RSUs/PSUs) given executive transitions—supportive of retention but warrants monitoring for pay inflation .
- Peer benchmarking uses a 20–21 company group spanning exchange, financial services, and tech comparables (e.g., CME, ICE, Nasdaq, LSEG, MarketAxess, MSCI, Broadridge) .
- Say‑on‑pay support: ~84% approval in 2024; ≥84% every year since IPO .
Vesting Schedules and Insider Selling Pressure
- Near‑term issuances: 2022 PSU tranche settled on 2/10/2025 at above‑target levels (supply event) .
- Scheduled RSU vesting: 2023 RSUs second half on 2/19/2026; 2024 RSUs vest 1/3 annually on 2/19/2025, 2/19/2026, 2/19/2027; 2024 special RSUs cliff vest 2/19/2027 .
- 2024 PSUs (regular and special) measure through 12/31/2026 with settlement circa 2/19/2027, potentially creating a 2027 issuance event depending on performance .
Equity Ownership & Governance Policies (Company-wide context relevant to alignment)
- Director and executive stock ownership/holding guidelines and anti‑hedging/anti‑pledging policies; none of the executive officers had hedges/pledges in 2024 .
- Mandatory director/executive sessions, risk oversight (including cybersecurity), and robust committee structure .
Investment Implications
- Strong pay‑for‑performance: Corporate metrics exceeded targets in 2024; 2022–2024 PSUs paid above target (200% TSR/161.5% EPS), supporting incentive alignment and positive execution under operations/technology leadership (platform uptime, architecture enhancements) .
- Retention risk managed: 2024 special retention LTI and enhanced retirement vesting rules (notice/transition plan) increase retentive value; double‑trigger CIC protections and robust clawbacks reduce governance risk .
- Insider supply watch: Material PSU settlement in Feb 2025; additional RSU tranches in Feb 2026/2027 and PSU settlements in 2027 could add episodic supply; monitor 10b5‑1 plans and trading windows around these dates .
- Alignment safeguards: Ownership guidelines, anti‑hedging/pledging, and no CIC tax gross‑ups support shareholder alignment; say‑on‑pay support remains solid (~84%) .
Notes: All data reflect disclosures in Cboe’s 2025 DEF 14A proxy covering FY2024 unless otherwise indicated.