Edward J. Fitzpatrick

About Edward J. Fitzpatrick

Edward J. Fitzpatrick, age 58, has served on Cboe Global Markets’ Board since 2013 and is an independent director. He is Senior Vice President and Senior Client Advisor at Genpact Limited (since August 2021), previously serving as Genpact’s CFO (2014–2021), Motorola Solutions’ CFO (2009–2013), and an auditor at PwC (1988–1998). He holds a B.S. in Accounting from Penn State, an MBA from The Wharton School, and is a CPA (earned 1990), bringing deep finance, public company, and transaction expertise to Cboe’s board .

Past Roles

Organization	Role	Tenure	Committees/Impact
Genpact Limited	Senior VP & Senior Client Advisor	Aug 2021–present	Senior advisory to clients; former CFO, contributing to finance discipline
Genpact Limited	Chief Financial Officer	Jul 2014–Aug 2021	Led public company finance; strategic transactions
Motorola Solutions, Inc.	Chief Financial Officer	2009–2013	Oversaw finance at blue-chip operator; public company responsibilities
PricewaterhouseCoopers LLP	Auditor	1988–1998	Foundation in audit/controls; CPA in 1990

External Roles

Organization	Role	Period	Notes / Interlocks
—	—	—	No current public company directorships disclosed

Board Governance

Committees: Compensation (Chair), Executive, Risk .
Independence: Cboe confirms all 2024 directors except the CEO were independent under BZX standards; all directors serving on Audit, Compensation, and Nominating & Governance were independent .
Attendance: The Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings. Independent directors held 6 executive sessions; all current directors attended the 2024 Annual Meeting .
Committee activity (2024): Compensation met 7 times; Risk 8; Audit 11; Finance & Strategy 6; ATS Oversight 5 .
Special Committee: Member of ad hoc Special Committee (formed in 2023) related to investigation into personal relationships concerning the former CEO; met twice in 2024 (Chair Farrow; members included Fitzpatrick, Palmore, Parisi, Ratterman, Froetscher, Goodman) .

Committee	Role	2024 Meetings	Notes
Compensation	Chair	7	Oversight of executive pay, director pay, succession, inclusion strategy
Risk	Member	8	Oversight of enterprise risk, cybersecurity, compliance
Executive	Member	—	Acts when convening full Board is impracticable

Fixed Compensation

Component (2024)	Amount (USD)	Notes
Fees Earned/Paid in Cash	$131,659	Includes cash retainer and committee fees; meeting fees for Special Committee and excess Compensation meetings
Stock Awards (RSUs)	$170,159	Grant-date fair value of RSUs; annual director grant
All Other Compensation	$5,000	Matching gifts via Cboe programs
Total	$306,818	Sum of the above

Program structure (May 2024–May 2025): cash retainer $90,000; stock retainer $170,000; Compensation Chair $15,000; Risk member retainer $12,000; meeting fees $1,500 per meeting above baseline .

Deferral elections: Fitzpatrick elected to defer 100% of his 2024 cash fees under the Cash Deferral Plan; several directors deferred 100% of equity under the Director Equity Deferral Plan .

Performance Compensation

Non-employee directors receive time-based RSUs; no performance metrics are attached to director equity (vest upon service) .
As Compensation Committee Chair, Fitzpatrick oversees executive performance compensation metrics and outcomes for pay-for-performance alignment:

Metric (2024 STI Corporate)	Weight	Threshold (25%)	Target (100%)	Maximum (200%)	Actual	Payout of 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%

Additional oversight signals:

2022–2024 PSUs earned at 200% for relative TSR (83rd percentile) and 161.5% for 3-year cumulative adjusted diluted EPS ($23.34) .
Say-on-pay approval was ~84% in 2024; consistent approval >84% since 2010, indicating stable shareholder support for compensation design .

Other Directorships & Interlocks

Company	Role	Interlock / Related Party Exposure
—	—	No compensation committee interlocks; Compensation Committee comprised of independent directors (Fitzpatrick, Froetscher, Parisi) and disclosed no interlocks with other entities .

Expertise & Qualifications

Former CFO of public companies (Genpact, Motorola Solutions) with extensive finance, public company responsibilities, and strategic transactions experience .
CPA credential; Wharton MBA; strong financial reporting and control background .
Board leadership: Compensation Committee Chair; member of Executive and Risk Committees; Special Committee participant .

Equity Ownership

Item	Detail
Total beneficial ownership (3/18/2025)	16,139 shares; <1% of common stock outstanding
Unvested RSUs (as of 12/31/2024)	Directors (other than Mansfield and Mao) each held 937 unvested RSUs; vest on earlier of one-year anniversary or completion of final year of director service, subject to continuous service
Ownership guidelines	5x cash retainer required within 5 years; all non-employee incumbent directors (except new 2024 appointees) met the requirement as of 12/31/2024
Hedging/Pledging	Directors prohibited from hedging and pledging; none had hedges or pledges in 2024

Governance Assessment

Board effectiveness: Independent committee leadership (Compensation Chair) and Risk Committee membership support robust oversight of pay, succession, and enterprise risk, including cybersecurity .
Alignment: Deferral of 100% cash fees and mandatory stock ownership/holding guidelines strengthen long-term alignment; director equity delivered via RSUs with service-based vesting .
Process quality: Use of independent consultant (Meridian), annual governance self-evaluations, robust clawback policies (mandatory and supplemental discretionary), and anti-hedging/pledging policies demonstrate strong governance controls .
Attendance/engagement: Board met 9 times; independent directors met 6 times; each director attended ≥75% of meetings; all directors attended the 2024 Annual Meeting .
Conflicts/related party: No related-party transactions disclosed involving Fitzpatrick; overall related-party review is overseen by the Audit Committee .
Shareholder feedback: Say-on-pay ~84% approval in 2024; Board modified bylaws to allow 25% special meeting threshold after outreach, reflecting responsive governance .
RED FLAGS: None specific to Fitzpatrick identified. Note: A shareholder proposal sought enhanced political spending transparency; Board recommended against due to existing disclosures and oversight—monitor for investor sentiment impacts in future cycles .

Director Compensation Details (Context)

Element	Program Feature
Annual cash retainer	$90,000
Annual equity retainer (RSUs)	$170,000 (value at grant date close)
Committee chair/membership	Compensation Chair $15,000; Risk Member $12,000; other committee rates per schedule
Meeting fees	$1,500 per meeting over baseline thresholds per committee
Deferral programs	Cash Deferral Plan and Director Equity Deferral Plan (with dividend equivalent treatment and specified distribution timing)

Compensation Committee governance: Independent membership; no interlocks; oversight of executive compensation elements (STI, LTI mix, metric calibration) and director compensation program; Meridian retained and determined independent; regular quarterly reports to the Board .

Committee Metrics Under Oversight (Executive Pay Design)

PSU Metric	Threshold	Target	Max	Weight	Outcome (2022–2024)
3-Year Relative TSR vs S&P 500	25th pct	50th pct	75th pct	50% of PSUs	83rd pct; 200% payout
3-Year Cumulative Adjusted Diluted EPS	$25.82	$28.40	$31.15	50% of PSUs	$23.34; 161.5% payout

Summary Signals for Investors

Strong governance posture with independent leadership, robust policies (clawbacks, anti-hedging/pledging), and transparent committee responsibilities .
Pay-for-performance mechanics show disciplined use of revenue/EBITDA for STI and TSR/EPS for PSUs; investor support has been stable .
Alignment and independence reinforced by ownership guidelines, fee deferrals, and absence of related-party conflicts involving Fitzpatrick .