Fredric Tomczyk
WILLIS TOWERS WATSONAbout Fredric Tomczyk
Fredric J. Tomczyk, age 69, is an independent director of Willis Towers Watson (WTW) since 2023, serving on the Audit Committee and the Corporate Governance & Nominating Committee . He is currently CEO of Cboe Global Markets, Inc. (since September 2023) and has served on Cboe’s board since July 2019; prior roles include CEO of TD Ameritrade (2008–2016), COO of TD Ameritrade (2007–2008), Vice Chair of Corporate Operations at TD Bank Group (2002–2007), and President & CEO of London Life (pre-1998) . He holds a B.S. in applied economics and business management from Cornell University and earned the Chartered Accountant designation . The WTW board has determined he is independent under SEC/NASDAQ standards, and all directors met at least 75% attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TD Ameritrade | President & CEO | 2008–2016 | Led growth strategy; prior COO responsibilities |
| TD Ameritrade | Chief Operating Officer | 2007–2008 | Implemented growth strategy |
| TD Bank Group | Vice Chair, Corporate Operations | 2002–2007 | Oversight across corporate operations |
| London Life | President & CEO | Pre-1998 | Executive leadership in financial services |
| Canada Trust/TD Canada Trust | Executive roles | 1998 onward (various) | Senior leadership roles post-merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cboe Global Markets, Inc. | Chief Executive Officer; Director | CEO since Sep 2023; Director since Jul 2019 | Exchange operations leadership; board oversight |
| Sagen MI Canada Inc. | Lead Independent Director (prior) | Prior service | Oversight of mortgage insurance subsidiary |
| Knight Capital Group, Inc. | Director (prior) | Prior service | Capital markets governance |
| Liberty Property Trust | Trustee (prior) | Prior service | REIT governance |
| SIFMA | Director (prior) | Prior service | Industry advocacy and policy |
Board Governance
- Committee assignments: Audit Committee member and Corporate Governance & Nominating Committee member; not a chair .
- Independence: Board determined all non-CEO directors and all committee members are independent under SEC/NASDAQ and WTW standards .
- Attendance: The Board met 8 times in 2024; all directors attended at least 75% of Board and committee meetings, and participated in the 2024 AGM .
- Audit Committee cadence: Audit & Risk Committee met 4 times in 2024; members considered financially sophisticated; committee charter covers financial reporting integrity, auditor oversight, compliance and internal controls .
- Governance Committee cadence: Governance Committee met 4 times in 2024; oversees board composition, independence, tenure policy (12-year limit), sustainability oversight, and evaluations .
- Policies strengthening governance: Prohibition on hedging and pledging of Company shares by directors; margin accounts prohibited; majority voting; proxy access; tenure guidelines .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director cash fee (electable 100% in equity) |
| Equity retainer (RSUs) | $220,000 | Increased in 2024; vests at earlier of 1-year or next AGM |
| Committee chair fees | N/A | Not a chair; chair fees outlined but not applicable to Tomczyk |
| Total 2024 compensation | $345,000 | $125,000 cash; $220,000 share awards |
Grant detail:
- On May 22, 2024, standard RSU grants of 858 units to non-employee directors (Tomczyk received 858 RSUs); vest on earlier of one-year or 2025 AGM; values are grant-date fair value .
Performance Compensation
- None disclosed for non-employee directors; director equity awards are time-based RSUs (no options or PSU performance metrics for directors) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Commentary |
|---|---|---|
| Cboe Global Markets, Inc. | CEO; Director | As a public company CEO, WTW’s guidelines cap at one other public board; the Board states no director is “overboarded”; independence affirmed despite ordinary-course transactions affiliated with directors; no related-person transactions beyond BlackRock disclosed for 2024 . |
Expertise & Qualifications
- Expertise: Executive/management, financial, and international business; considered financially sophisticated for audit committee service; CA designation and Cornell training underscore financial rigor .
- Board skills matrix: Finance, management/executive leadership, international business, public board experience .
- Engagement: The Board conducts executive sessions of independent directors and maintains continuing education programs; Tomczyk participates within this structure .
Equity Ownership
| Holder | Shares (Dec 31, 2024) | RSUs (Unvested) |
|---|---|---|
| Fredric Tomczyk | 532 | 858 |
Ownership alignment:
- Director stock ownership guideline: 5x annual cash retainer ($625,000) within 8 years; RSUs count; hedging/pledging prohibited; only Thomas and Chima had satisfied the guideline as of proxy; others expected to satisfy over time .
Governance Assessment
- Independence and committees: Tomczyk is independent and serves on two oversight-heavy committees (Audit; Governance), aligning with his deep financial and executive background .
- Attendance and effectiveness: Board-level attendance thresholds met; Audit and Governance committees held formal sessions with robust charters and executive sessions, supporting strong oversight .
- Compensation alignment: Director pay mix emphasizes equity ($220k RSUs) alongside cash ($125k), with clear vesting and ownership guidelines that promote long-term alignment; no director options or tax gross-ups; hedging/pledging bans reduce misalignment risk .
- Potential conflicts: No related-party transactions disclosed involving Tomczyk; WTW affirms director independence even where the Company has ordinary-course services relationships with organizations affiliated with directors; BlackRock was the only Item 404 disclosure in 2024 .
- Board risk posture: Clear separation of CEO and Chair; structured risk oversight via Audit and Risk & Operational Oversight committees; tenure limits and majority voting bolster investor confidence .
RED FLAGS
- Overboarding risk: Mitigated—WTW guidelines limit public company board service and the Board states no director is “overboarded” under its standards .
- Hedging/pledging: Prohibited for directors and executives—reduces alignment concerns .
- Related party transactions: None involving Tomczyk; only BlackRock services disclosed in 2024 .
- Say-on-Pay signal: 2024 approval ~90% indicates shareholder support for compensation practices (context for overall governance climate) .