Catherine Clay
JONES LANG LASALLEAbout Catherine Clay
Catherine Clay (age 57) is Executive Vice President and Global Head of Derivatives at Cboe Global Markets and is a first-time nominee to JLL’s Board in 2025; she previously led Cboe’s digital/data solutions and information solutions and joined Cboe via its 2015 acquisition of LiveVol, where she was CEO after joining in 2010 as Chief Strategy Officer. Her early career progressed from a clerk to Lead Market Maker and Director of Floor Trading and Operations at Timber Hill (Interactive Brokers), and she co‑founded Thales LLC, a market-making firm, in 2006; she holds a BS from the University of Colorado and serves on the Greenwood Project board of directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cboe Global Markets | EVP, Global Head of Derivatives; EVP, Global Digital & Data Solutions; SVP, Information Solutions | Various (current; prior roles pre‑2025) | Led alignment of digital assets/data/market data; scaled indices/analytics/execution services |
| LiveVol (acq. by Cboe in 2015) | CEO; earlier Chief Strategy Officer | 2010–2015 | Led operations through acquisition; M&A diligence/integration |
| Timber Hill (Interactive Brokers) | Lead Market Maker; Director of Floor Trading & Operations | Prior to 2006 | Oversaw market-making/trading operations |
| Thales LLC | Co‑founder (market‑making firm) | Founded 2006 | Built market-making presence on NYSE Options & OneChicago |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cboe Global Markets | EVP, Global Head of Derivatives | Current | Global derivatives leadership across U.S. and Europe |
| Greenwood Project | Board of Directors | Current | Non‑profit board service |
Board Governance
- Independence: JLL classifies Clay as independent; the Board determined all nominees except the CEO are independent after reviewing any transactions and found none material impacting independence .
- Committee assignments: If elected, Clay is expected to join Audit and Risk, Compensation, and Nominating, Governance and Sustainability Committees .
- Attendance context: In 2024, the full Board met seven times; each Director attended at least 80% of Board and committee meetings. Audit & Risk met 9 times (98% attendance), Compensation 7 times (95%), Nominating/Gov./Sust. 4 times (98%). Non‑employee Directors held eight executive sessions .
- Board leadership: Independent Chairman (Siddharth Mehta) since 2020 with defined duties; independent Directors meet without management each in‑person meeting .
- Selection process: Clay was identified via Egon Zehnder, retained by the Nominating, Governance & Sustainability Committee to source candidates with experience in strategic priority areas .
Fixed Compensation
| Component | Detail | Amount/Fee | Notes |
|---|---|---|---|
| Annual cash retainer | Non‑employee Director | $115,000 (raised from $100,000 as of June 1, 2024) | Paid quarterly; no meeting fees |
| Chairman cash retainer | Additional | $60,000 | Determined in executive session |
| Committee chair fees | Audit & Risk; Compensation; Nominating/Gov./Sust. | $25,000; $25,000; $15,000 | Paid annually in Q3 |
| Committee member fees | Audit & Risk; Compensation; Nominating/Gov./Sust. | $10,000; $10,000; $5,000 | Paid annually in Q3 |
| Perquisites | None | — | No perquisites to Board members; reasonable expenses reimbursed |
| Annual compensation cap | Equity + cash cap per director | $750,000 max per fiscal year | Defined in stock award & incentive plans |
Performance Compensation
| Component | Structure | Amount | Vesting/Terms |
|---|---|---|---|
| Annual equity grant | JLL common stock to non‑employee Directors | $200,000 grant‑date value; Chairman additional $110,000 | Issued annually after shareholder meeting; directors may elect stock in lieu of cash |
| Deferred compensation | Eligible U.S. directors may defer | Electable up to 100% of cash retainers, common stock grants, and RSUs upon vesting | Nonqualified plan; deferrals count toward ownership guideline |
Note: JLL does not use performance metrics for non‑employee director equity grants; equity is intended to align interests rather than reward operating targets .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock |
|---|---|---|---|
| Public company boards | — | None disclosed for Clay | No public company directorships disclosed |
| Non‑profit/academic | Greenwood Project | Director | Non‑profit service |
- Related-party/Interlocks assessment: The Board reviewed transactions and relationships for independence and found none material. Policy requires Nominating, Governance & Sustainability Committee approval for related‑party transactions over $120,000 involving directors or immediate family; insider trading policy prohibits hedging/pledging and margin accounts, mitigating alignment risks .
Expertise & Qualifications
- Derivatives, data analytics, digital infrastructure: Long tenure building trading/analytics platforms and overseeing global derivatives businesses at a major exchange .
- Cybersecurity/Data governance: Led alignment of digital assets, data, analytics, and market data services with compliance and protection imperatives .
- M&A and integration: CEO leading company through acquisition (LiveVol) and evaluating acquisitions at Cboe; skilled in negotiation/due diligence/integration .
- Global leadership/human capital: Manages large teams across multiple geographies; focus on talent acquisition/development/retention/performance .
- Board‑relevant skills (JLL framework): Technology/Innovation/AI; Global Business; Cybersecurity/Data Governance; Human Capital; M&A .
Equity Ownership
| Guideline | Requirement | Compliance Status |
|---|---|---|
| Non‑employee Director stock ownership | Must hold JLL stock worth $575,000 by 5th anniversary of election; unvested RSUs, elected stock in lieu of cash, and deferred shares count toward requirement | As of 3/31/2025, all directors with ≥5 years tenure exceed guideline; Clay will be subject to guideline if elected |
- Insider trading policy: Prohibits short sales, derivatives, pledging, margin accounts; hedging discouraged and requires pre‑clearance; designated persons must pre‑clear trades and limit activity during blackout periods .
Governance Assessment
- Committee fit and effectiveness: Clay’s risk, data, and technology background is well‑matched to Audit & Risk (including the Cybersecurity Subcommittee instituted in 2024) and to Compensation/Nominating committees’ oversight of strategic talent and governance, signaling useful bench strength for oversight of AI/cyber risks and incentive design .
- Independence and conflicts: Board classifies Clay as independent; related‑party review found no material relationships; JLL’s policies require review/approval of director‑related transactions and ban pledging/hedging, supporting investor alignment .
- Director pay and alignment: Equity‑heavy structure (approximately 63% of base Board compensation in JLL stock) and ownership guidelines should align Clay’s incentives with shareholders if elected; compensation increases in 2024 reflect peer benchmarking with a defined annual cap .
- Attendance/engagement signal: Board and committee attendance in 2024 met high thresholds (95–98% committees; ≥80% for all Directors), with regular executive sessions; suggests strong board engagement environment for a new director .
- Shareholder feedback context: Say‑on‑pay support ~90% in 2024 and robust shareholder engagement (400+ interactions) underscore constructive governance environment and investor relations posture .
RED FLAGS to Monitor
- External executive role: Clay is a senior executive at Cboe Global Markets; while independence was affirmed, monitor any future JLL engagements with Cboe or entities where she has influence for potential related‑party exposure requiring committee oversight .
- Over‑boarding risk: JLL notes Directors are not “over‑boarded,” but ongoing review is prudent given her demanding executive role; ensure capacity for committee workload and attendance continuity .
- Director compensation inflation: 2024 increases and overall cap appear reasonable; continue tracking equity/cash mix and any changes to director pay limits .