Roderick A. Palmore
Director at CBOE
Board
About Roderick A. Palmore
Roderick A. Palmore is an independent director of Cboe Global Markets, serving since its IPO in 2010 and previously on the Cboe Options board from 2000 to 2017; he is currently Senior Counsel at Dentons, and formerly EVP, General Counsel and Chief Compliance and Risk Management Officer at General Mills (2008–2015) and EVP/GC at Sara Lee, with prior service as an Assistant U.S. Attorney in Chicago and in private practice . He holds a B.A. in Economics from Yale and a J.D. from the University of Chicago Law School, is age 73, and brings deep governance, legal, and risk management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | EVP, General Counsel & Chief Compliance and Risk Management Officer | Feb 2008–Feb 2015 | Senior legal and risk leadership |
| Sara Lee Corporation | EVP & General Counsel | Prior to 2008 | Senior legal leadership |
| U.S. Attorney’s Office (Chicago) | Assistant U.S. Attorney | Not disclosed | Federal prosecutorial experience |
| Private Practice | Attorney | Not disclosed | Corporate governance legal practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dentons | Senior Counsel | Current | Advises on risk management and governance across sectors |
| The Goodyear Tire & Rubber Company | Director (prior) | Not disclosed | Public company board experience |
| Express Scripts Holding Company | Director (prior) | Not disclosed | Public company board experience |
| Nuveen Investments, Inc. | Director (prior) | Not disclosed | Investment firm governance experience |
| United Way of Metropolitan Chicago | Director (prior) | Not disclosed | Non-profit governance experience |
Board Governance
- Committee assignments: Executive; Finance and Strategy; Nominating and Governance (Chair) .
- Independence: Determined independent under BZX listing standards; all members of Audit, Compensation, and Nominating and Governance Committees were independent in 2024 .
- Attendance and engagement: The Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings of which they were a member; independent directors met in executive session 6 times; all then-serving directors attended the 2024 Annual Meeting .
- Special Committee engagement: Member of the ad hoc Special Committee formed in Aug 2023 relating to investigation into personal relationships; the Special Committee met twice in 2024 .
Committee Activity (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Governance | Chair | 7 |
| Finance & Strategy | Member | 6 |
| Executive | Member | “—” (committee exists; meeting count not listed) |
Fixed Compensation
Annual Director Fee Structure
| Component | May 2023–May 2024 | May 2024–May 2025 |
|---|---|---|
| Cash retainer | $90,000 | $90,000 |
| Stock retainer (value-based on grant date close) | $170,000 | $170,000 |
| Committee chair retainer – Nominating & Governance | $15,000 | $15,000 |
| Committee member retainer – Finance & Strategy | $12,000 | $12,000 |
| Meeting fee (per meeting above baseline+2) | $1,500 | $1,500 |
- Meeting fees: Proxy notes $1,500 fees included in cash for certain directors, including Mr. Palmore, for attendance above baseline thresholds .
2024 Actual Director Compensation (Palmore)
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| Roderick A. Palmore | $130,500 | $170,159 | $0 | $300,659 |
- RSU grants to directors on May 16, 2024; vesting on the earlier of one-year from grant or completion of final year of director service, subject to continuous service .
Performance Compensation
| Instrument | Grant Date | Units/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (time-based) | May 16, 2024 | $170,159 grant-date fair value | Earlier of 1-year anniversary or completion of final year of director service; continuous service required | None (no performance-based criteria disclosed for directors) |
| Unvested RSUs held (as of 12/31/2024) | N/A | 937 shares | Will vest as per above, with 937 scheduled to vest within 60 days following March 18, 2025 for then-serving directors | N/A |
- No options, no performance-based equity, no meeting-based cash “bonuses” separate from fee schedule disclosed for directors .
- Plan-level governance: Non-employee director annual compensation cap is $950,000, or $2,500,000 for Chairman/Lead Director; clawback coverage; double-trigger change in control vesting; no repricing/discounted options; administered by independent Compensation Committee .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed beyond Cboe service |
| Prior public company boards | Goodyear; Express Scripts; Nuveen Investments |
| Interlocks | No compensation committee interlocks in 2024 (committee members were Fitzpatrick, Parisi, Froetscher; none were current/former Cboe officers) |
Expertise & Qualifications
- Corporate governance, legal, and risk management depth from GC roles and public board service .
- Regulatory/government experience via U.S. Attorney background and corporate compliance leadership .
- Board’s skills matrix indicates governance and risk management expertise across nominees; Palmore contributes to these capabilities .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Voting Common Stock | Notes |
|---|---|---|---|
| Roderick A. Palmore | 26,471 | <1% | Includes 937 unvested RSUs scheduled to vest within 60 days post-Mar 18, 2025 for then-serving directors |
- Stock ownership guideline: 5x cash annual retainer within 5 years; all incumbent non-employee directors (except 2024 new appointees Mansfield and Mao) met the requirement as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors; none had hedges, pledges, or margin loans in 2024 .
Governance Assessment
- Strengths: Long-tenured independent director with chair role on Nominating & Governance; strong legal, governance, and risk credentials; active engagement via Special Committee participation in 2024; compliance with ownership guidelines; no hedging/pledging; director compensation structured with majority equity retainer promoting alignment .
- Compensation mix and alignment: 2024 total of $300,659 with $170,159 equity RSUs and $130,500 cash; RSUs are time-based to reinforce long-term alignment without short-term performance gaming .
- Conflicts/related party: Proxy discloses related party review framework under Audit Committee; no related party transactions involving Mr. Palmore since Jan 1, 2024 were disclosed; general relationships involving other directors (e.g., index licensing, bank affiliations) were noted as arm’s-length; no Dentons-related transactions disclosed .
- RED FLAGS: None disclosed regarding attendance shortfalls, hedging/pledging, related party transactions, or pay anomalies for Mr. Palmore; note that long tenure (Board service since 2010) may limit “fresh perspective,” though it provides substantial institutional knowledge .