Jill R. Goodman
Director at CBOE
Board
About Jill R. Goodman
Independent director of Cboe Global Markets since 2012; age 58. Managing Director at Foros (strategic financial and M&A advisory) since November 2013; previously Managing Director and Head, Special Committee & Fiduciary Practice—U.S. at Rothschild (2010–Oct 2013) and Managing Director in Lazard’s M&A and Strategic Advisory Group (1998–2010). Education: B.A. magna cum laude, Rice University; J.D. with honors, University of Chicago Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foros | Managing Director | Nov 2013–present | Advises companies and special committees on M&A |
| Rothschild | Managing Director; Head, Special Committee & Fiduciary Practice—U.S. | 2010–Oct 2013 | Special committee advisory leadership |
| Lazard | Managing Director (M&A and Strategic Advisory Group) | 1998–2010 | M&A and strategic advisory experience |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Notes |
|---|---|---|---|---|
| Genworth Financial, Inc. | Director | Public | Current | Corporate governance experience |
| Cover Genius | Director | Private (global insurtech) | Current | Technology/insurtech exposure |
Board Governance
- Independence: Independent director .
- Tenure on Cboe Board: Since 2012 .
- Committee assignments: Executive (member), Finance and Strategy (Chair), Nominating and Governance (member) .
- Special Committee engagement: Member of ad hoc Special Committee formed Aug 2023 regarding investigation of personal relationships; met twice in 2024 .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings; all current directors attended the 2024 Annual Meeting; independent directors met in executive session 6 times in 2024 .
| Governance Item | Detail |
|---|---|
| Independence | Independent |
| Board Service Since | 2012 |
| 2024 Board Meetings | 9 |
| Attendance Threshold | ≥75% for all directors in 2024 |
| Annual Meeting Attendance (2024) | All current directors attended |
| Executive Sessions (Independent Directors) | 6 in 2024 |
| Committees | Executive (member); Finance & Strategy (Chair); Nominating & Governance (member) |
| 2024 Committee Meeting Counts | Finance & Strategy: 6; Nominating & Governance: 7; Executive: not listed (—) |
Fixed Compensation
- Director pay philosophy: Near median of peer group; reviewed by independent consultant Meridian Compensation Partners; mix of cash/equity retainers, committee retainers, and meeting fees; Risk Committee member retainer increased in 2024 due to responsibilities .
- Annual fee structure (May 2024–May 2025): Cash retainer $90,000; stock retainer $170,000; Finance & Strategy Chair retainer $15,000; Nominating & Governance member retainer $12,000; meeting attendance fee $1,500 per meeting above baseline +2 (committee-specific baselines) .
| 2024 Director Compensation (Paid/Granted) | Amount |
|---|---|
| Fees Earned or Paid in Cash (Goodman) | $129,000 |
| Stock Awards (Grant-Date Fair Value) | $170,159 |
| All Other Compensation | $0 |
| Total | $299,159 |
| Program Component (May 2024–May 2025) | Base Amount |
|---|---|
| Cash Retainer | $90,000 |
| Stock Retainer (value at grant close) | $170,000 |
| Finance & Strategy Chair Cash Retainer | $15,000 |
| Nominating & Governance Member Cash Retainer | $12,000 |
| Committee Meeting Attendance Fee (per meeting beyond baseline +2) | $1,500 |
Performance Compensation
- Director equity awards are time-based RSUs (no performance metrics). RSUs vest on the earlier of the one-year anniversary of grant or completion of final year of director service, subject to continuous service. Non-employee directors then-serving received RSUs on May 16, 2024; each listed director held 937 unvested RSUs as of December 31, 2024 (Mansfield/Mao held 1,182 due to pro-rata grants) .
| Director Equity Award Details (Goodman) | Value |
|---|---|
| Grant Date | May 16, 2024 |
| Award Type | RSUs |
| Shares Unvested at 12/31/2024 | 937 |
| Grant-Date Fair Value | $170,159 |
| Vesting Schedule | Earlier of 1-year from grant or completion of final director year; continuous service required |
| Deferral Election (2024) | Elected to defer 100% of 2024 equity grant under Director Equity Deferral Plan |
- Deferral mechanics: Deferred RSUs credited as notional stock units until distribution in shares upon elected distribution date; dividend equivalents accrue; amounts paid in shares as single lump sum at distribution; no matching contributions; equity subject to vesting requirements .
Other Directorships & Interlocks
| Company | Relationship to Cboe/Interlock Risk |
|---|---|
| Genworth Financial, Inc. | No related-party transactions involving Ms. Goodman disclosed; compensation committee interlocks: none for committee members; no interlocks noted for Goodman . |
| Cover Genius | No related-party transactions involving Ms. Goodman disclosed . |
- Related-party review: Audit Committee oversees and approves related-party transactions; except as disclosed (e.g., Ratterman family employment; index provider/license ties; banking relationships with Goldman/Barclays), no transactions >$120,000 since Jan 1, 2024; none involve Ms. Goodman .
Expertise & Qualifications
- Strategic M&A advisory and special committee expertise from Foros/Rothschild/Lazard; corporate/securities legal background (J.D., UChicago Law) .
- Board qualifications include corporate governance experience through other company board service .
- Education credentials: B.A. magna cum laude (Rice); J.D. with honors (UChicago Law) .
Equity Ownership
- Stock ownership guidelines: 5x cash annual retainer within 5 years; directors must hold all shares from annual equity awards until guidelines met; as of Dec 31, 2024, all incumbent directors (other than 2024 new appointees) met the requirement .
- Hedging/pledging: Prohibited; in 2024 none of the directors had hedges, pledges, or margin loans on Cboe stock .
| Ownership Item (as of Mar 18, 2025) | Detail |
|---|---|
| Beneficial Shares Owned (Goodman) | 11,189 |
| Percent of Outstanding | <1% |
| RSUs Vesting Within 60 Days Included | 937 |
| Hedging/Pledging Status | None; prohibited by policy |
| Ownership Guideline Compliance | Met as of Dec 31, 2024 (incumbent directors) |
Insider Trades
| Date | Form | Transaction | Shares | Approx. Value | Source |
|---|---|---|---|---|---|
| Mar 12, 2025 | Form 4 filed Mar 14, 2025 | Sale | 2,684 | $560,592 |
Compensation Committee Analysis (Context)
- Composition (2024): Fitzpatrick (Chair), Froetscher, Parisi; all independent; no compensation committee interlocks with other entities; Meridian retained as independent consultant .
- Annual award limits: Non-employee director total compensation (cash plus equity grant-date fair value) capped at $950,000 per calendar year under the Long-Term Incentive Plan .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting: All 12 director nominees (including Goodman) received majority of votes cast; shareholders approved advisory say-on-pay; KPMG ratified as auditor; plan amendments approved; final vote totals to be reported in Form 8‑K .
- Ongoing investor engagement: Company engaged with holders of ~47% of common stock in 2024 on governance/executive pay; targeted outreach to top holders representing ~40% outstanding .
Governance Assessment
- Strengths:
- Independent director with deep M&A and special committee expertise; chairs Finance & Strategy and serves on Nominating & Governance—positions central to capital allocation and board composition .
- Documented engagement: participation in 2023–2024 Special Committee; independent directors held 6 executive sessions in 2024; attendance at least 75%; all directors attended 2024 Annual Meeting .
- Alignment: met stock ownership guidelines; 11,189 beneficial shares including near-term vesting RSUs; hedging/pledging prohibited and none in 2024; elected to defer 100% of 2024 equity grant, increasing long-term exposure to Cboe stock .
- Compensation structure appropriate for independence (cash retainer + time-based RSUs; reasonable committee retainers) and within plan annual limits .
- Potential Red Flags:
- None disclosed specific to Ms. Goodman: no related-party transactions involving her; no hedging/pledging; attendance met policy thresholds .
- Note: Insider sale in March 2025 appears modest relative to holdings; continue monitoring Form 4 activity for pattern changes .
Implications: Goodman’s chair role on Finance & Strategy aligns with her M&A background and positions her as an influential voice on capital allocation. Deferral of equity awards and compliance with ownership guidelines support skin-in-the-game. Absence of conflicts and strong attendance bolster investor confidence .