Erin A. Mansfield
Director at CBOE
Board
About Erin A. Mansfield
Erin A. Mansfield (age 65) is an independent director of Cboe Global Markets, appointed in 2024. She is a retired Managing Director at Barclays PLC (2003–2023) with senior roles in regulatory relations and compliance, and previously served as Vice President in Goldman Sachs’ FICC group. She holds a B.A. from Vassar College. Committees: ATS Oversight and Risk .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclays PLC | Managing Director; Global Head of Regulatory Relations & Policy; Global Head of Investment Banking Compliance; Chief Compliance Officer, Americas | 2003–2023 | Led global regulatory and compliance programs; deep market/regulatory expertise |
| Goldman Sachs & Co. LLC | Vice President, Fixed Income, Currencies & Commodities | Not disclosed | Front-office markets experience; product/regulatory familiarity |
External Roles
No other current public company directorships disclosed for Mansfield .
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under BZX listing standards; all 2024 directors except the CEO were independent |
| Committees | Member: ATS Oversight; Risk |
| Committee join date | Joined ATS Oversight and Risk on February 8, 2024 |
| Committee responsibility highlights | ATS Oversight: oversees BIDS Trading U.S. equities businesses and separation protocols from Cboe exchanges . Risk: enterprise risk, information security, operational and compliance risks |
| Board/committee meetings in 2024 | Board held 9 meetings; each director attended at least 75% of Board and committee meetings; independent directors met 6 times; all current directors attended the 2024 Annual Meeting |
| Committee meeting counts (2024) | ATS Oversight: 5; Risk: 8 |
| Chair roles | None (ATS Oversight Chair: Matturri effective Feb 8, 2024) |
Fixed Compensation
| Component | 2024 Amounts/Structure |
|---|---|
| Annual cash retainer | $90,000 (program level) |
| Annual stock retainer | $170,000 (value based on closing price at grant; program level) |
| Committee member retainers | ATS Oversight: $7,500; Risk: $12,000 (increased from $7,500 to reflect duties) |
| Committee chair retainers | ATS Oversight: $20,000; Risk: $20,000 (program level; not applicable to Mansfield) |
| Meeting fees | $1,500 per meeting above baseline (+2 over baseline per committee) |
2024 actual director compensation for Mansfield (pro-rated due to Feb 8 start):
| Name | Cash Fees ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Erin A. Mansfield | 96,577 | 215,278 | 5,000 | 316,855 |
Equity grant timing and vesting for directors: RSUs granted Feb 8, 2024 (pro-rata for Mansfield) and May 16, 2024; vest on earlier of one-year anniversary or completion of final year of director service, subject to continuous service .
Performance Compensation
Directors do not receive performance-based equity (e.g., PSUs) or options; director equity is in RSUs with service-based vesting only .
Other Directorships & Interlocks
| Linkage | Nature | Potential Conflict/Control |
|---|---|---|
| Barclays and Goldman Sachs | Affiliates of Goldman Sachs Bank USA and Barclays Capital Inc. are or were agents/lenders under Cboe’s revolving credit facilities and are/were customers (participants/trading permit holders); Mansfield is retired from Barclays and ex-Goldman VP | Transactions are reviewed under related-party policy; Audit Committee oversight; company states terms no less favorable than arm’s length |
Expertise & Qualifications
- Regulatory and compliance leadership across global markets; deep understanding of derivatives regulation and market structure .
- Risk oversight experience aligned with Risk Committee mandate (enterprise risk, cybersecurity, operational and compliance risks) .
- Product/markets familiarity (FICC) supporting ATS Oversight oversight of BIDS Trading separation protocols .
- Board skill matrix flags Mansfield for strategy, management, financial markets/products, government/regulatory, international, risk management .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of record near Mar 18, 2025) | 1,182 shares |
| Unvested RSUs held (Dec 31, 2024) | 1,182 RSUs |
| RSUs scheduled to vest within 60 days of Mar 18, 2025 included in beneficial ownership count | Directors include 937 RSUs vesting within 60 days in beneficial ownership table; Mansfield’s beneficial count reflects vesting treatment per policy |
| Director ownership guidelines | Must own 5× cash annual retainer within 5 years; must hold shares from annual equity awards until guidelines are met (tax sales permitted) |
| Compliance with guidelines | As of Dec 31, 2024, all incumbent non-employee directors met guidelines except Mansfield and Mao (newly elected in 2024) |
| Hedging/pledging policy | Directors prohibited from hedging/derivatives on Cboe stock and pledging/margin loans; none had hedges/pledges in 2024 |
Governance Assessment
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Strengths
- Independence and committee alignment: Mansfield’s regulatory/compliance background maps directly to Risk and ATS Oversight responsibilities, enhancing board risk oversight and market integrity .
- Attendance/engagement: Board and committee schedules robust; all directors met minimum attendance thresholds and attended the annual meeting, supporting engagement norms .
- Pay structure: Director compensation balanced between cash and service-vested RSUs; program calibrated near peer medians; Risk member retainer increased to reflect workload—a governance-positive signal .
- Ownership alignment: Mandatory director ownership/holding guidelines promote skin-in-the-game; Mansfield is within 5-year window after 2024 appointment .
-
Watch items / potential conflicts
- Prior affiliations with Barclays and Goldman intersect with Cboe’s financing counterparties and customer base; mitigants include Audit Committee related-party oversight and assertion of arm’s-length terms .
- Early-stage ownership: Beneficial ownership is modest given 2024 start; progress toward 5× retainer guideline should be monitored (normal for new directors) .
-
Overall signal
- Governance quality appears sound: independent status, relevant committee placement, explicit anti-hedging/pledging policies, and codified related-party oversight reduce conflict risk and support investor confidence .
Appendix: Committee Context and Meeting Cadence
| Committee | 2024 Meetings | Mansfield Role | Key Oversight Areas |
|---|---|---|---|
| ATS Oversight | 5 | Member (joined Feb 8, 2024) | BIDS Trading U.S. equities business; separation protocols |
| Risk | 8 | Member (joined Feb 8, 2024) | Enterprise risk; cybersecurity; operational/compliance risks |
| Board | 9 | Director | Strategy, risk, governance; independent sessions (6 in 2024); annual meeting attendance |
Notes: Program retainer levels are for non-employee directors; individual totals reflect pro-ration based on service start date and committee memberships .