Janet P. Froetscher
Director at CBOE
Board
About Janet P. Froetscher
Independent director (Age: 65) serving on Cboe Global Markets’ Board since the 2010 IPO and previously on Cboe Options’ board (2005–2017). Chair and Senior Advisor at The J.B. and M.K. Pritzker Family Foundation (Chair/Senior Advisor since Sep 2023; President Apr 2016–Sep 2023). Former President & CEO of Special Olympics International (Oct 2013–Oct 2015) and National Safety Council (2008–Oct 2013). Education: B.A. University of Virginia; Masters of Management, Northwestern Kellogg; Henry Crown Fellow, Aspen Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Special Olympics International | President & CEO | Oct 2013 – Oct 2015 | Executive leadership of global nonprofit |
| National Safety Council | President & CEO | 2008 – Oct 2013 | Led safety advocacy organization |
| United Way of Metropolitan Chicago | President & CEO | Not disclosed | Led regional United Way |
| Aspen Institute | Various roles; most recently COO | Not disclosed | Operational leadership at policy institute |
| Commercial Club of Chicago – Finance Research and Advisory Committee | Executive Director | 1992 – 2000 | Directed finance advisory work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The J.B. and M.K. Pritzker Family Foundation | Chair & Senior Advisor; formerly President | Chair/Senior Advisor since Sep 2023; President Apr 2016–Sep 2023 | Philanthropy leadership |
| SouthState Corporation (public company) | Director | Current as of Mar 18, 2025 | IBTX acquired by SouthState; prior IBTX directorship |
| Independent Bank Group, Inc. (public; acquired) | Director | Prior (acquired by SouthState) | Banking board experience |
| National Louis University | Trustee | Prior | Nonprofit governance |
Board Governance
| Item | Details |
|---|---|
| Independence | Labeled “Independent” in director profile; Board states all directors except CEO were independent in 2024 |
| Committee memberships | Compensation (Member), Executive (Member), Risk (Chair) |
| Risk Committee scope | Oversees enterprise risk, information security, compliance, environmental/legal/regulatory risks; quarterly reporting and charter updates |
| Committee meeting cadence (2024) | Compensation: 7; Risk: 8; ATS Oversight: 5; Audit: 11; Finance & Strategy: 6; Nominating & Governance: 7 |
| Attendance | Board met 9 times in 2024; each director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting |
| Special Committee | Served on ad hoc Special Committee (Aug 2023; 2 meetings in 2024) investigating former CEO matters |
Fixed Compensation
| Year | Fees Earned/Paid in Cash (USD) | Stock Awards (USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|
| 2024 | $136,659 | $170,159 | $10,000 | $316,818 |
| 2023 | $142,210 | $170,046 | $15,000 | $327,256 |
Director compensation program (May 2024–May 2025 base amounts):
- Annual cash retainer: $90,000; stock retainer: $170,000; Risk Committee chair retainer: $20,000; member retainer increased to $12,000; per-meeting fees $1,500 only above baseline .
- She elected to defer 100% of her 2024 cash fees; 2023 cash fees also fully deferred .
Performance Compensation
| Element | Grant Details | Value/Quantity | Vesting |
|---|---|---|---|
| Annual Director RSUs | 2024 grant date May 16, 2024 | Grant date fair value $170,159 | Vest on earlier of one-year anniversary or completion of final year of director service, subject to continuous service |
| Unvested RSUs held (12/31/2024) | Annual director grant | 937 RSUs | As above |
Note: Director equity is time-based; no performance metrics apply to director RSUs .
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Current public boards | SouthState Corporation (Director) |
| Prior public boards | Independent Bank Group, Inc. (Director; acquired by SouthState) |
| Compensation Committee interlocks | None; Cboe Compensation Committee members (Fitzpatrick, Froetscher, Parisi) were independent; no interlocks with other entities |
Expertise & Qualifications
- Leadership of large nonprofits and philanthropy (Special Olympics, National Safety Council, Pritzker Foundation), plus corporate governance experience on public company boards .
- Risk oversight—Risk Committee Chair with remit over enterprise, cybersecurity, operational, compliance, and environmental risks; receives quarterly information security reports .
- Education: B.A. (University of Virginia); Masters of Management (Northwestern Kellogg); Henry Crown Fellow (Aspen Institute) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Janet P. Froetscher | 13,771 | <1% (asterisk) | Includes RSUs vesting within 60 days; directors had 937 unvested RSUs as of 12/31/2024 |
| Shares outstanding (reference) | 104,712,468 (as of Mar 18, 2025) | — | Basis for % |
Ownership alignment and policies:
- Director Stock Ownership Guidelines: 5× cash retainer within 5 years; all incumbent directors (except two new 2024 appointees) met guideline as of 12/31/2024 .
- Hedging/pledging: Prohibited; no director hedges/pledges in 2024 .
- Equity deferral: Directors may defer RSUs into a stock account; she deferred 2023 cash fees, and 2024 cash fees; RSUs vesting per plan .
Governance Assessment
- Board effectiveness and risk oversight: As Risk Committee Chair, Froetscher leads oversight of enterprise and cybersecurity risks with structured quarterly reporting, supporting investor confidence in controls and resilience .
- Independence and engagement: Independent director with documented attendance (≥75%) and participation in the 2024 Annual Meeting, indicating active engagement .
- Compensation alignment: Director pay mix balanced (cash + annual RSUs) with stock ownership guidelines and anti-hedging/pledging policies, reinforcing alignment and discipline .
- Special situations oversight: Served on Special Committee during investigation of former CEO, signaling willingness to enforce governance standards .
- Conflicts and related parties: No related-party transactions involving Froetscher reported since 1/1/2024; Audit Committee oversees related-party policy .
Additional context: Cboe’s 2024 say-on-pay support was ~84%, indicating shareholders’ broad support for governance and pay practices (Board-level signal, not director-specific) .
Insider Trades
Attempted retrieval of Janet P. Froetscher’s Form 4 transactions via insider-trades skill for CBOE (2023–2025), but the request returned Unauthorized; therefore, no Form 4 transaction table can be provided at this time. If you want, we can re-run with updated access or narrower parameters to capture recent filings.