Jennifer J. McPeek
Director at CBOE
Board
About Jennifer J. McPeek
Independent director of Cboe Global Markets since August 2020; age 55. Former CFO of Russell Investments (2018–2019) and Janus Capital/Janus Henderson (CFO 2013–2017; Chief Operating & Strategy Officer in 2017). Education: A.B. in Mathematics & Economics from Duke University; M.S. in Financial Engineering from MIT Sloan; Chartered Financial Analyst (CFA). Current Cboe board committees: Audit and ATS Oversight; independence affirmed under BZX listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Russell Investments | Chief Financial Officer | 2018–2019 | Led finance function at global asset manager |
| Janus Capital Group / Janus Henderson Investors plc | CFO (Janus Capital), then Chief Operating & Strategy Officer (post-merger) | 2013–2017 (CFO); 2017 (COO & Strategy) | Strategic transactions and integration leadership post-merger |
| ING Investment Management, Americas | Management Committee; Head of Strategy | 2005–2009 | Led strategy; member of management committee |
| Independent advisor | Advisor on value-based management and incentive design | Current | Advises companies on incentive design frameworks |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cushman & Wakefield plc (public) | Director | Current | Not disclosed in proxy |
| First American Funds Trust | Director (oversees six money market funds) | Current | Oversees fund governance |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under BZX listing standards (all directors except CEO were independent in 2024) |
| Cboe Committees | Audit; ATS Oversight (member) |
| Committee Meetings (2024) | Audit: 11; ATS Oversight: 5 |
| Board Meetings (2024) | 9; each director attended ≥75% of Board/committee meetings |
| Executive Sessions | Independent directors met in executive session 6 times in 2024 |
| Audit Committee Role | Oversees financial reporting, internal controls, auditor independence, and reviews related-party transactions |
| ATS Oversight Role | Oversees BIDS Trading’s U.S. equities businesses and separation protocols from Cboe’s registered exchanges |
Fixed Compensation
| Component | May 2023–May 2024 | May 2024–May 2025 |
|---|---|---|
| Annual cash retainer | $90,000 | $90,000 |
| Annual stock retainer (RSUs; grant-date fair value) | $170,000 | $170,000 |
| Committee chair cash retainers | ATS: $20,000; Audit: $25,000; Compensation: $15,000; Finance & Strategy: $15,000; Nominating & Governance: $15,000; Risk: $20,000 | ATS: $20,000; Audit: $25,000; Compensation: $15,000; Finance & Strategy: $15,000; Nominating & Governance: $15,000; Risk: $20,000 |
| Committee member cash retainers | ATS: $7,500; Audit: $16,500; Compensation: $12,000; Finance & Strategy: $12,000; Nominating & Governance: $12,000; Risk: $7,500 | ATS: $7,500; Audit: $16,500; Compensation: $12,000; Finance & Strategy: $12,000; Nominating & Governance: $12,000; Risk: $12,000 |
| Meeting fee (per meeting beyond baseline+2) | $1,500 | $1,500 |
| 2024 Director Compensation | Fees Earned (Cash) | Stock Awards (Grant-date fair value) | All Other Compensation | Total |
|---|---|---|---|---|
| Jennifer J. McPeek | $114,000 | $170,159 | $0 | $284,159 |
| Vesting terms (2024 grants) | RSUs vest on earlier of 1-year anniversary of grant or completion of final year of director service; subject to continuous service |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked pay | None. Non-employee director equity consists of time-based RSUs; no PSUs or options for directors in 2024 |
| Director RSU vesting | One-year service-based vest (as above) |
| Meeting-related fees | $1,500 per meeting only if attendance exceeds baseline meeting count + 2 (not performance metrics) |
Other Directorships & Interlocks
| Potential Interlock/Transaction | Status |
|---|---|
| Related-party transactions (≥$120,000 since Jan 1, 2024) | None disclosed involving McPeek; Audit Committee oversees RPT approvals. Specific disclosures involved other directors/affiliates (e.g., Ratterman family, index providers, financial institutions), not McPeek |
| Compensation committee interlocks | None for any Compensation Committee member; McPeek is not a member |
Expertise & Qualifications
- Finance and public company CFO experience; strategic transactions; deep industry knowledge in asset management .
- Risk oversight and governance contributions; Audit Committee member; skills in assessing and overseeing risks .
- Board-level strategy experience; recognized for corporate governance knowledge .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 18, 2025) | 5,109 shares; ownership <1% of outstanding shares |
| Unvested RSUs (Dec 31, 2024) | 937 RSUs held by each non-employee director (excluding two 2024 appointees) |
| Ownership guidelines | Must own stock equal to 5× cash retainer within 5 years; directors must hold shares from annual equity awards until guidelines met |
| Compliance status | All incumbent non-employee directors (other than 2024 appointees Mansfield and Mao) met the ownership requirement as of Dec 31, 2024 |
| Hedging & pledging | Directors prohibited from hedging/pledging; in 2024, directors had no hedges, pledges, or margin loans |
Insider Trades
| Filing Date | Transaction Date | Form | Type | Shares | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| Aug 26, 2024 | Aug 22, 2024 | Form 4 | Sale | 2,000 | 5,109 |
Governance Assessment
- Board effectiveness: McPeek adds strong finance and strategy expertise; committee service on Audit and ATS Oversight aligns with Cboe’s risk, controls, and regulatory separation obligations—positive for oversight quality .
- Independence and attendance: Independence affirmed; board met 9 times in 2024; each director attended at least 75% of relevant meetings; independent directors convened executive sessions 6 times—supports robust governance practices .
- Ownership alignment: Meets director ownership guidelines; prohibited hedging/pledging with none reported—reduces alignment risk and signals long-term orientation .
- Compensation: Director pay is a balanced mix of cash and service-vested RSUs; no performance-linked pay for directors; program reviewed against peers by independent consultant—low risk of misaligned incentives .
- Conflicts/related parties: No related-party transactions involving McPeek disclosed; Audit Committee reviews RPTs—no conflict red flags identified .