Board of Directors 1

William J. Brodsky | Chairman

William J. Brodsky is Chairman of the Board of CBOE Holdings, Inc. and the Chicago Board Options Exchange (CBOE). Brodsky assumed this role in May 2014, after serving as CBOE Chairman and Chief Executive Officer (CEO) from 1997 to 2013.

In his sixteen-plus years as Chairman and CEO, Brodsky oversaw a period of tremendous growth for the company as well as significant technological and product innovation, including development of the exchange’s popular CBOE Volatility Index (VIX) options and futures. He successfully guided CBOE through its demutualization, whereby the exchange converted its business model from a membership organization to a for-profit corporation, which culminated in the company’s initial public offering (IPO) in June 2010. In the three-year span from the IPO to the conclusion of his tenure as Chairman and CEO, the company produced record revenues, operating margin and net income, and returned more than $700 million in capital to stockholders.

In October 2008, Brodsky was the first leader of a derivatives exchange to be named as Chairman of the World Federation of Exchanges (WFE) and served in that capacity from 2009 until 2011. He was also the former Chairman of the International Options Markets Association (IOMA) from 2007 through 2008. Brodsky continues to be a leading industry advocate in options market policy and regulation.

Prior to joining CBOE, Brodsky served for 15 years at Chicago Mercantile Exchange (CME), where he oversaw the launch of the CME Globex trading system and played a pivotal role in the development and globalization of stock index futures. He joined CME in 1982 as Executive Vice President and Chief Operating Officer and, in 1985, was named President and Chief Executive Officer, a post he held until joining CBOE in February 1997.

Brodsky began his career as an attorney with the securities brokerage and investment banking firm of Model, Roland and Co. in 1968. In 1974, he joined the American Stock Exchange (AMEX) where he became head of options trading in 1976 and served as Executive Vice President for operations between 1979 and 1982. He also served for seven years as the AMEX representative on the board of The Options Clearing Corporation (OCC).

Numerous organizations throughout the financial community have recognized Brodsky for his contributions to the options and futures industries. Brodsky was selected for induction into the Derivatives Hall of Fame in 2000 and the Junior Achievement Chicago Business Hall of Fame in 2001. He received the William F. Sharpe Indexing “Lifetime Achievement Award” in 2009 for his career-long support of index products as risk management tools. That same year, Brodsky was the recipient of the Joseph W. Sullivan Options Industry Achievement Award in recognition of his outstanding contributions to the growth and integrity of the U.S. options market. Futures and Options World magazine named him their “Person of the Year” for 2011 and included Brodsky among their “Top 30 Most Influential People in the Last 30 Years” in 2012. He received a “Lifetime Achievement Award” from Markets Media magazine and was inducted into the Futures Industry Association’s Hall of Fame in 2013.

In July 2013, Brodsky was named Chairman of Navy Pier, Inc., a not-for-profit corporation established to maintain the Pier’s historic landmark status and oversee its redevelopment. He serves as Chairman of the Board of Directors of Northwestern Memorial Hospital and as a director of WEC Energy Group, an S&P 500 company. He is a member of the Federal Reserve Bank of New York's International Advisory Committee, the Council on Foreign Relations in New York City, the Civic Committee of the Commercial Club of Chicago and a trustee of Syracuse University. Brodsky holds an A.B. degree and a J.D. degree from Syracuse University and is a member of the Bar in Illinois and New York.

James R. Boris | Lead Director

Mr. Boris currently serves as our Lead Director and has served on our Board from 1992-1993, in 1997 and from 2003 to the present. Mr. Boris is the retired chairman and chief executive officer of EVEREN Securities, Inc. and its predecessor, Kemper Securities, Inc. His past affiliations include membership on the boards of directors of Integrys Energy Group, Inc., Peoples Energy Corporation, Smurfit-Stone Container Corporation, and Midwest Air Group, Inc. He also served on the boards of directors of the Chicago Stock Exchange, the Securities Industry Association, The Catholic Charities of the Archdiocese of Chicago, Loyola University Health System, Inc., Big Shoulders Fund, the Civic Federation and Chicago's Economic Development Commission. He has served on the board of trustees of Gannon University and Loyola University of Chicago and on advisory boards at both Northwestern University's Kellogg Graduate School of Management and DePaul University's College of Commerce. He holds a B.A. and M.B.A. from Gannon University.

Frank E. English, Jr.

Mr. English has served on our Board since 2012. He serves as Senior Advisor at W.W. Grainger, Inc., a position he has held since 2011. From 1976 through April 2011, Mr. English served in a number of positions at Morgan Stanley, including Vice Chairman, Investment Banking, where he advised numerous domestic and international clients on the use of their capital, corporate strategy and relations with shareholders. He currently serves on the boards of directors of Arthur J. Gallagher & Co. and Tower International, Inc. Mr. English holds a B.B.A. from the University of Notre Dame.

Edward J. Fitzpatrick

Mr. Fitzpatrick has served on our Board since 2013. Mr. Fitzpatrick has worked at Motorola Solutions, Inc. and its predecessors since 1999 in various financial positions, including as its chief financial officer (CFO), a position he stepped down from in August 2013, and currently serves as an advisor. Before joining Motorola, Mr. Fitzpatrick worked at PricewaterhouseCoopers, LLP in the audit area. Mr. Fitzpatrick holds a B.S. in accounting from Pennsylvania State University and an M.B.A. from The Wharton School at the University of Pennsylvania.

Janet P. Froetscher

Ms. Froetscher became president and chief executive officer of Special Olympics International in October 2013 and has served on our Board since 2005. Previously, she served as president and chief executive officer of the National Safety Council from 2008 through October 2013, president and chief executive officer of the United Way of Metropolitan Chicago and in a variety of roles at the Aspen Institute, most recently as chief operating officer. From 1992 to 2000, Ms. Froetscher was the executive director of the Finance Research and Advisory Committee of the Commercial Club of Chicago. She is a member of the board of the Chicago Chamber of Commerce, and a member of the Chicago Network and Commercial Club of Chicago. Ms. Froetscher holds a B.A. degree from the University of Virginia and a Masters of Management from Northwestern University's Kellogg Graduate School of Management. Ms. Froetscher is also a Henry Crown Fellow of the Aspen Institute.

Jill R. Goodman

Ms. Goodman became Managing Director of Foros, a boutique strategic and mergers and acquisitions advisory firm, in November 2013, and has served on our Board since 2012. She served as a Managing Director and Head, Special Committee and Fiduciary Practice - U.S. at Rothschild from 2010 to October 2013. From 1998-2010, Ms. Goodman was with Lazard in the Mergers & Acquisitions and Strategic Advisory Group, most recently as Managing Director. Ms. Goodman advises companies and special committees with regard to mergers and acquisitions. Ms. Goodman graduated magna cum laude from Rice University with a B.A. She received her J.D., with honors, from the University of Chicago Law School.

R. Eden Martin

Mr. Martin is of counsel to the law firm Sidley Austin LLP, having served as a partner from 1975 to 2004 and as chairman of the management committee from 1989 until 1999. He has served on our Board since 2000. Mr. Martin served as the president of The Commercial Club of Chicago and president of its Civic Committee from 1999 until the end of 2010. Mr. Martin previously served on the boards of Aon Corporation and Nicor, Inc. He is a life trustee of Northwestern University, the Chicago History Museum, the Chicago Symphony Orchestra and the Ravinia Festival. Mr. Martin holds a B.A. from the University of Illinois and an L.L.B. degree from Harvard University.

Roderick A. Palmore

Mr. Palmore is executive vice president, general counsel and chief compliance and risk management officer of General Mills, Inc. and has served on our Board since 2000. Prior to joining General Mills in February 2008, he served as executive vice president and general counsel of Sara Lee Corporation. Before joining Sara Lee, Mr. Palmore served in the U.S. Attorney's Office in Chicago and in private practice. Mr. Palmore is currently a member of the board of directors of The Goodyear Tire & Rubber Company and has previously served as a member of the boards of directors of Nuveen Investments, Inc. and the United Way of Metropolitan Chicago. Mr. Palmore holds a B.A. degree in Economics from Yale University and a J.D. degree from the University of Chicago Law School.

Susan M. Phillips

Dr. Phillips retired as the dean of The George Washington University School of Business in 2010, and retired as professor of finance in 2011, positions she had held since 1998. She continues as a professor of finance emeritus at the same university. Dr. Phillips has served on our Board since 2000. Previously she served as a commissioner of the Commodities Futures Trading Commission (CFTC) from 1981 to 1983 and served as chairman of the CFTC from 1983 to 1987 and as a member of the board of governors of the Federal Reserve System from 1991 to 1998. Dr. Phillips also served as a Brookings, then SEC, Economic Policy Fellow from 1976 to 1978. Dr. Phillips is a member of the boards of directors of State Farm Mutual Automobile Insurance Company, the Kroger Company and the National Futures Association. She has served on the boards of directors of State Street Research Mutual Funds and the Financial Accounting Foundation. Dr. Phillips holds a B.A. in Mathematics from Agnes Scott College, an M.S. in Finance and Insurance and a Ph.D. in Finance and Economics, both from Louisiana State University.

Samuel K. Skinner

Mr. Skinner is of counsel to the law firm Greenberg Traurig, LLP where he concentrates on corporate, governmental and regulatory matters. He has served on our Board since 2004. From 2000 to 2003, Mr. Skinner served as Chairman, President and CEO of USF Corporation. Mr. Skinner previously served as president of Commonwealth Edison Company and its holding company, Unicom Corporation (Exelon Corporation). He also was formerly White House chief of staff to President George H.W. Bush and, prior to that, served as U.S. Secretary of Transportation from 1989 to 1991. Mr. Skinner previously was United States Attorney for the Northern District of Illinois from 1975 to 1977, having served in that office for eight years. Mr. Skinner also serves on the boards of directors of Express Scripts, Inc., Navigant Consulting, Inc., Echo Global Logistics, Inc. and MedAssets, Inc. He has previously served on the boards of Diamond Management and Technology Consultants, Dade Behring and APAC Customer Services, Inc. He holds a B.S. in Accounting from the University of Illinois and a J.D. from DePaul University Law School.

Carole E. Stone

Ms. Stone has served on our Board since 2006 and currently serves on the board of directors of the Nuveen Funds. She served on the Nuveen Diversified Commodity Fund from February 2010 through March 2012 and served as director of the New York State Division of the Budget from 2000 to 2004. She has previously served as the chair of the New York Racing Association Oversight Board, as commissioner on the New York State Commission on Public Authority Reform, as chair of the Public Authorities Control Board and on the board of directors of several New York State public authorities. Ms. Stone holds a B.A. in Business Administration from Skidmore College.

Eugene S. Sunshine

Mr. Sunshine is the senior vice president for Business and Finance at Northwestern University, a position he has held since 1997, and has served on our Board since 2003. Prior to joining Northwestern, he was senior vice president for administration at The John Hopkins University. He currently is a member of the boards of directors of Nuveen Investments, PlattForm Advertising, the Civic Federation, and the Pathways Awareness Foundation. He is also a member of the Advisory Committee of the District 65 Educational Foundation and a member of the Commercial Club of Chicago. He currently serves as chairman of the board of Rubicon, an insurance affiliate of Northwestern University, and as a member of the board of Evanston Inventure. He holds a B.A. from Northwestern University and a Master of Public Administration degree from the Maxwell School of Citizenship and Public Affairs at Syracuse University.

Edward T. Tilly | Chief Executive Officer

Edward T. Tilly is the Chief Executive Officer (CEO) of CBOE Holdings, Inc., Chicago Board Options Exchange (CBOE) and C2 Options Exchange (C2). He also serves as the Chairman of the Board of the CBOE Futures Exchange (CFE). Tilly has been an integral part of the CBOE community, as both a trader and exchange executive, for more than 25 years.

Prior to being named CEO, Tilly was CBOE President and Chief Operating Officer (COO) from November 2011 through May 2013. He served as CBOE's Executive Vice Chairman from 2006 to 2011 and held the highest member-elected position at the exchange as CBOE’s Member Vice Chairman from 2004 to 2006.

Tilly came to CBOE as a trading floor clerk in 1987 and became a floor trader and CBOE member in 1989. He traded as both a market maker and a designated primary market maker (DPM) until joining CBOE’s executive management team in 2006.

As a CBOE member, Tilly served on the CBOE Board of Directors from 1998 to 2000 and again from 2003 to 2006 and chaired the CBOE Floor Directors Committee from 2004 to 2006. He was also a member of the Executive, Compensation and Governance Committees, key committees of the CBOE Board of Directors.

Tilly currently serves on the board of directors for CBOE Holdings, Inc., CBOE, C2, CFE, Northwestern Medical Group, the OCC and Working in the Schools. Tilly is a member of the Economic Club of Chicago and the Chicago Club.

He received a B.A. degree in Economics from Northwestern University.

1The individuals that serve on the Board of Directors of CBOE Holdings, Inc. also currently serve on the Boards of Directors of Chicago Board Options Exchange, Incorporated (CBOE) and C2 Options Exchange, Incorporated (C2). CBOE and C2 also currently have the same Chairman and Lead Director as CBOE Holdings, Inc.