Jill R. Goodman

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

External Roles

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 .

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) .

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) .

• 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

• 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 .

Insider Trades

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 .