Jill Bright

About Jill Bright

Jill Bright, age 62, is an independent director of Interactive Brokers Group, Inc. (IBKR) serving since April 2022. She brings 30+ years of human capital and administrative leadership, currently an Operating Executive at Crestview Partners and Chief Transformation Officer for one of their portfolio companies, with prior senior roles at LionTree (Chief Administrative Officer), Condé Nast (Chief Administrative Officer), Sotheby’s (Head of HR & Administration), and American Express (HR). She holds an MBA from NYU Stern and is recognized for board-level compensation and HR committee leadership at other companies .

Past Roles

External Roles

Board Governance

• Independence: The IBKR Board determined Jill Bright is independent under Nasdaq listing standards and SEC rules .
• Committee assignments (IBKR, FY2024): Not listed on Audit, Compensation, or Nominating & Corporate Governance; committee membership table shows no checkmarks for Ms. Bright in 2024 .
• Attendance: The Board met 4 times in 2024; with the exception of one director (William Peterffy), each then-serving director attended at least 75% of Board and relevant committee meetings—thus Ms. Bright met the 75% threshold .
• Lead Independent Director: Lawrence E. Harris serves as Lead Independent Director, presiding over executive sessions and acting as liaison between independents and the Chair .
• Controlled company context: IBKR is a Nasdaq “controlled company” due to Thomas Peterffy’s voting power (~74.2%), and thus is not required to have a majority independent board nor fully independent compensation and nominating committees; the Compensation Committee consists of insiders (Thomas Peterffy—Chair, Earl Nemser, Milan Galik) .
• Hedging/pledging policy: Directors are prohibited from hedging or pledging IBKR stock and from short sales .

Fixed Compensation (Director – IBKR, 2024)

Policy notes: Non-employee directors receive (a) annual grant valued at $25,000 each December 31 that vests immediately, and (b) a one-time $75,000 grant in the year of appointment vesting 20% per year over five years; chairing a Board committee adds a $25,000 annual retainer; directors are reimbursed for meeting expenses; dividend equivalents apply to unvested director awards .

Performance Compensation (Equity – Director Program and Ms. Bright)

• IBKR Director Equity Program: Annual grant on 12/31 (fully vested), and a one-time $75,000 grant in the appointment year (20% per year over five years) .
• Vesting cadence for directors: Annual awards vest immediately; one-time awards vest 20% annually over five years .
• 2024 award sizing reference: The company used the 12/31/2024 closing price ($176.67) for board-service awards; 142 units corresponded to a $25,000 grant per director at that date .

Recent equity events for Ms. Bright:

Dividend equivalents: Ms. Bright received $706 in dividend equivalents in 2024, consistent with plan terms .

Clawbacks and cancellations: While the Dodd-Frank/SEC/Nasdaq clawback policy applies to executive officers , director awards under the plan carry cancellation provisions and similar post-employment conditions per plan documentation .

Other Directorships & Interlocks

IBKR discloses no specific related-party transactions involving Ms. Bright; related-party notes reference other relationships (e.g., Dechert LLP via Earl Nemser) and ordinary-course margin lending to directors/officers on market terms, without naming Ms. Bright .

Expertise & Qualifications

• Human capital leadership and organizational effectiveness, including C-suite administrative leadership at LionTree and Condé Nast, and HR leadership at Sotheby’s and American Express .
• Board-level compensation and HR committee leadership (WOW Compensation Chair; PRSU HR Chair) .
• MBA, NYU Stern School of Business .

Equity Ownership

Beneficial ownership (proxy record date):

Recent Form 4 transactions and post-transaction holdings:

Ownership policy notes:

• IBKR prohibits directors from hedging or pledging company stock and from short sales, aligning with investor-preferred practices .
• The proxy does not disclose specific director stock ownership guidelines or compliance status for directors; none were stated for directors in 2025 materials reviewed .

Governance Assessment

• Independence and attendance: Ms. Bright is independent and met IBKR’s attendance expectations (≥75% of applicable meetings) in 2024, supporting baseline governance effectiveness .
• Committee influence: She held no IBKR committee assignments in 2024; while she chairs compensation/HR committees externally, she does not directly influence IBKR’s compensation or nomination processes via committee roles at IBKR .
• Controlled company structure: IBKR’s status reduces formal independence requirements; notably, the Compensation Committee comprises insiders (Peterffy, Nemser, Galik). This can limit independent oversight of pay and governance relative to non-controlled peers, though it is permitted under Nasdaq rules .
• Incentive alignment signals: Ms. Bright received standard director equity and made multiple open-market purchases in 2025—behavior typically viewed as positive alignment, with post-transaction holdings rising to 10,304 shares by October 2025 (per Form 4) .
• Conflicts/related-party exposure: No Ms. Bright–specific related-party transactions are disclosed; IBKR notes ordinary-course margin lending to directors/officers on market terms and other relationships unrelated to Ms. Bright .
• Shareholder protections: Directors are barred from hedging/pledging, and equity awards include cancellation provisions; these policies mitigate misalignment risks for equity awarded to directors .

Overall, for investors assessing governance risk at IBKR, Ms. Bright’s profile conveys credible HR/comp expertise and positive alignment through equity and purchases, but her lack of IBKR committee roles limits her direct leverage over key governance levers in a controlled-company framework where core committees (e.g., Compensation) are insider-led .