James E. Parisi
Cboe Global MarketsAbout James E. Parisi
Independent director at Cboe Global Markets since 2018; age 60. Former CFO of CME Group Inc. (2004–2014) with prior finance and treasury roles since 1988; holds a B.S. in Finance (University of Illinois) and an M.B.A. (University of Chicago) . Determined independent under BZX listing standards; designated the Board’s audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CME Group Inc. | Chief Financial Officer; previously Managing Director & Treasurer; Director, Planning & Finance | 1988–2014 | Led public-company finance; deep derivatives-market expertise |
| Cboe Futures Exchange (CFE) | Director | Not specified | Governance experience on Cboe subsidiaries |
| Cboe SEF, LLC (SEF) | Director | Not specified | Governance experience on Cboe subsidiaries |
| Illinois Special Olympics Foundation | Chairman of Board | Not specified | Non-profit leadership |
| Pursuant Health Inc. | Director | Not specified | Board experience |
| Cotiviti Holdings, Inc. | Director (formerly public) | Not specified | Public board governance experience |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| ATI Physical Therapy, Inc. | Director | Not specified | Current public company directorship |
Board Governance
- Committee assignments: Audit (Chair), Compensation, Executive .
- Audit Committee financial expert designation (SEC definition) .
- Independence: Board at least two-thirds independent; Parisi independent in 2024 .
- Attendance: Board met 9 times in 2024; each director attended ≥75% of aggregate meetings; independent directors held 6 executive sessions; all current directors attended the 2024 annual meeting .
- Committee meeting cadence (2024): Audit 11; Compensation 7; Risk 8; ATS Oversight 5; Finance & Strategy 6; Nominating & Governance 7 .
Fixed Compensation (Non-Employee Director – 2024)
| Item | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $148,000 |
| Stock Awards (grant-date fair value) | $170,159 |
| All Other Compensation (matching gifts) | $15,000 |
| Total | $333,159 |
Program elements (May 2024–May 2025): cash retainer $90,000; stock retainer $170,000; Audit Chair retainer $25,000; Audit member $16,500; Compensation Chair $15,000; Compensation member $12,000; Executive Committee has no listed cash retainer; meeting fees $1,500 only if meetings exceed baseline . In 2024, certain Compensation Committee meetings exceeded baseline; Parisi received $3,000 in such meeting fees . Parisi elected to defer 100% of his 2024 equity grant under the Director Equity Deferral Plan .
Performance Compensation
- Director equity is time-based RSUs with one-year vesting; no performance-based awards for directors . RSUs vest on the earlier of one-year from grant or completion of the final director year, subject to continuous service .
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict Commentary |
|---|---|---|
| ATI Physical Therapy, Inc. | Current director | Not a Cboe competitor or counterparty; minimal market conflict potential |
| CME Group Inc. | Former CFO | Industry expertise is beneficial; not a current interlock; independence affirmed |
| CFE, SEF (Cboe subsidiaries) | Prior director | Subsidiary governance experience; not a conflict |
Compensation Committee interlocks: none for any Compensation Committee member (including Parisi) in 2024 .
Expertise & Qualifications
- Financial markets and clearing; derivatives products knowledge via CME and Cboe subsidiaries .
- Audit and financial reporting expertise; designated audit committee financial expert .
- Corporate governance and leadership from multiple public boards .
- Education: B.S. Finance (University of Illinois); M.B.A. (University of Chicago) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) as of March 18, 2025 | 8,710 shares; <1% of outstanding |
| Unvested RSUs at 12/31/2024 (standard annual grant for then-serving directors) | 937 shares (per director) |
| Ownership guideline | 5× cash retainer; must hold annual equity until met |
| Compliance | Incumbent non-employee directors (other than two first elected in 2024) had met guideline as of 12/31/2024 (Parisi meets) |
| Hedging/Pledging | Prohibited; no director hedges/pledges in 2024 |
Insider Trades
| Date | Filing/Event | Details |
|---|---|---|
| May 8, 2025 | Form 4 | Reported a restricted stock unit grant under Cboe’s Long-Term Incentive Plan; RSUs vest May 16, 2025; filed via attorney-in-fact |
| May 6, 2025 | Insider roster update | Stock Award (Grant) recorded for Parisi as director (aggregator data) |
Related Party Transactions & Conflicts
- Audit Committee reviews related-party transactions; no Parisi-specific related-party transactions disclosed for 2024–2025 in proxy .
- Some directors have affiliations with index providers or financial institutions; these relationships were assessed as arm’s-length with no preferential terms; no conflict flagged for Parisi .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and SEC-defined financial expert; robust attendance; participation in Special Committee in 2024; subject to stringent hedging/pledging prohibitions and stock ownership guidelines (met) .
- Compensation alignment: Mix of cash and one-year RSU grants consistent with peer medians; optional deferral mechanisms align long-term exposure; no options; director meeting fees only above baseline, limiting pay inflation .
- Risk/Red Flags: None identified—no compensation committee interlocks; no related-party transactions; no pledging/hedging; director equity subject to clawback policies under the plan .
Overall signal for investor confidence: Positive—leadership in audit oversight, independence, and disciplined director pay and ownership framework support board effectiveness and risk oversight .