Ivan K. Fong
Director at CBOE
Board
About Ivan K. Fong
Independent director since December 2020; age 63. Executive Vice President, General Counsel and Secretary at Medtronic plc (since Feb 2022). Previously SVP, Chief Legal & Policy Officer and Secretary at 3M (2019–Jan 2022), SVP, Legal Affairs & General Counsel at 3M (2012–2019), General Counsel at U.S. Department of Homeland Security (2009–2012), and Chief Legal Officer & Secretary at Cardinal Health (2005–2009). Education: MIT S.B. & S.M. in Chemical Engineering, Stanford J.D., Oxford BCL. Core credentials: corporate governance, government/regulatory, enterprise risk, and technology/cyber oversight; current CBOE board committees: Nominating & Governance and Risk (member) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | EVP, General Counsel & Secretary | Feb 2022–present | Oversees global legal, governance, compliance |
| 3M Company | SVP, Chief Legal & Policy Officer & Secretary | 2019–Jan 2022 | Led legal and policy; board governance responsibilities |
| 3M Company | SVP, Legal Affairs & General Counsel | 2012–2019 | Corporate legal, compliance, risk |
| U.S. Department of Homeland Security | General Counsel | 2009–2012 | Government relations and regulatory oversight |
| Cardinal Health, Inc. | Chief Legal Officer & Secretary | 2005–2009 | Corporate governance and legal risk |
| U.S. Department of Justice | Deputy Associate Attorney General | Prior to 2005 | Policy/legal leadership |
| Covington & Burling LLP | Partner | Prior to 2005 | Corporate and regulatory law |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Medtronic plc | EVP, General Counsel & Secretary | No board disclosed | Executive role; no other public company directorships mentioned in CBOE proxy bio |
Board Governance
- Independence: Determined independent; 11 of 12 nominees independent; only CEO is non-independent .
- Committees: Nominating & Governance (member); Risk (member) .
- 2024 attendance: Board met 9 times; every director attended ≥75% of Board and committee meetings; independent directors met in executive session 6 times; all current directors attended 2024 Annual Meeting .
- Risk oversight: Risk Committee covers enterprise risk management, information security, operational, compliance, environmental, legal/regulatory risks; quarterly reporting cadence and charter approvals .
- Committee activity levels in 2024: ATS Oversight (5), Audit (11), Compensation (7), Finance & Strategy (6), Nominating & Governance (7), Risk (8) meetings .
Fixed Compensation
CBOE’s non-employee director compensation structure (May 2024–May 2025):
| Component | Amount | Notes |
|---|---|---|
| Cash retainer | $90,000 | Annual base cash retainer |
| Stock retainer (RSUs) | $170,000 | Annual grant; vests at earlier of 1-year anniversary or completion of final year of service |
| Committee member retainers | Nominating & Governance $12,000; Risk $12,000 | Risk member increased from $7,500 to $12,000 in 2024 |
| Committee chair retainers | Not applicable (Fong not chair) | Chair fees vary by committee |
| Meeting fees | $1,500 per meeting above baseline | Baseline +2 thresholds per committee; not indicated for Fong in 2024 footnotes |
2024 actual compensation for Ivan K. Fong:
| Category | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $112,159 | Includes cash retainer and committee member fees |
| Stock Awards (RSUs) | $170,159 | Grant date fair value; standard annual RSU grant |
| All Other Compensation | $0 | No matching gift or other comp disclosed for Fong |
| Total | $282,318 | Sum of above |
Additional incentive/deferral elections: Fong elected to defer 100% of his 2024 equity grant under the Director Equity Deferral Plan; deferred RSUs credited as notional stock units and distributed as shares at elected distribution .
Performance Compensation
- Equity form: Time-based RSUs only; CBOE did not feature stock options for directors in 2024 .
- Vesting: Annual director RSUs vest at the earlier of one year from grant or completion of final year of director service (subject to continuous service) .
- No performance-conditioned director equity: Performance-based RSUs (PSUs) are for executives; director grants are time-based RSUs .
| Metric | Applicable to Director Grants? | Notes |
|---|---|---|
| TSR-based PSUs | No | Not used for directors; executive program only |
| EPS-based PSUs | No | Not used for directors; executive program only |
| Options | No | No stock options featured in 2024 |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; members were Fitzpatrick (Chair), Froetscher, Parisi; no interlocks disclosed; Fong is not on Compensation Committee .
- Related-party transactions: Audit Committee oversees; proxy states no related party transactions since Jan 1, 2024 other than disclosed items (none involving Fong) .
Expertise & Qualifications
- Corporate governance and legal leadership across Fortune 500 and federal government; deep government relations/regulatory experience; risk management; technology/cyber consideration included in board skills matrix (Technology and Government Relations) .
Equity Ownership
- Beneficial ownership: 6,182 shares (<1% of outstanding) as of March 18, 2025 .
- Unvested RSUs: Directors then serving (other than Mansfield and Mao) held 937 unvested RSUs as of Dec 31, 2024; standard annual grant schedule applies .
- Ownership guidelines: 5x cash retainer within 5 years; directors must hold shares from annual equity awards until guidelines met; all incumbent non-employee directors as of Dec 31, 2024 (including Fong) have met requirements .
- Hedging/pledging: Prohibited for directors; no hedges, pledges or margin loans in 2024 .
- Beneficial ownership table methodology: Includes RSUs/PSUs vesting within 60 days; director RSUs vesting within 60 days included .
Governance Assessment
- Independence and committee fit: Fong’s independence, legal/government background, and Risk/Nominating roles align with CBOE’s governance, risk, and regulatory oversight needs; attendance standards met (≥75%), with active board and committee cadence .
- Compensation alignment: Cash/equity mix near peer median; RSU-only equity for directors supports alignment without option risk; Fong’s full equity deferral strengthens long-term alignment .
- Ownership alignment: Meets director stock ownership guidelines; anti-hedging/pledging policies reduce misalignment risk .
- Potential conflicts: No related-party transactions disclosed involving Fong; Nominating & Governance Committee has authority to investigate conflicts and integrity matters; Medtronic executive role noted but no CBOE-related dealings disclosed .
- Shareholder signals: 2024 say-on-pay support ~84%; board enhanced shareholder rights in 2024 by adopting a 25% special meeting threshold after engagement—positive governance responsiveness .
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or pay anomalies for Fong in 2024 .