CBOE close the acquisition of Bats; announces changes in Board Leadership
- Edward Tilly to Take on Role of Both Chairman and CEO
- Chairman William Brodsky to Step Down After Nearly 20 Years at CBOE
CBOE Holdings, Inc. (NASDAQ: CBOE) announced today that William J. Brodsky, Susan M. Phillips and R. Eden Martin, among CBOE Holdings’ longest serving Board members, have notified CBOE Holdings that they intend to step down from CBOE Holdings’ Board of Directors upon the closing of the CBOE Holdings acquisition of Bats Global Markets, Inc. (Bats: BATS). Their resignations are conditioned upon the transaction closing.
As previously announced on September 26, 2016, CBOE Holdings and Bats have entered into a definitive agreement that provides that at the effective time of the Bats acquisition, CBOE Holdings’ Board of Directors will consist of 14 directors. These 14 directors will include 11 directors currently serving on the CBOE Holdings Board plus three individuals who are serving on the Bats Board of Directors immediately prior to the effective time of the Bats acquisition.
Tilly to Serve as Chairman of the Board
The CBOE Holdings’ Board also announced today it has unanimously elected Edward T. Tilly, CBOE Holdings’ Chief Executive Officer, to serve in the additional role of Chairman of the Board upon the closing of the transaction. In reaching this decision, the Board carefully considered its Board leadership structure and the benefits of continuity in leadership roles and determined that combining the roles of Chairman and CEO at this time will enhance the combined company’s strategic alignment and support CBOE Holdings’ ability to deliver shareholder value.
In leading CBOE Holdings following the Bats acquisition, Tilly will draw on his 25 years of experience as a member of the CBOE community, beginning as a trading floor clerk in 1987. Before taking on the role of CEO in 2013, he was CBOE Holdings’ President and Chief Operating Officer from November 2011 through May 2013. He served as Executive Vice Chairman of Chicago Board Options Exchange, Incorporated (CBOE) from August 2006 to November 2011 and was CBOE’s Member Vice Chairman from 2004 to July 2006.
Commenting on the vote of confidence from the Board on his ability to serve as both Chairman and CEO, Tilly said, “I am humbled and gratified, and I look forward to working closely with the Board leading CBOE Holdings into its next chapter.”
CBOE Holdings also announced that James Boris will continue to serve as Lead Director. Boris has served CBOE Holdings in this capacity for a number of years, including since CBOE Holdings’ initial public offering in 2010. He is the retired chairman and chief executive officer of EVEREN Securities, Inc. and its predecessor, Kemper Securities, Inc.
Among other responsibilities and consistent with what the Board believes are best practices in corporate governance as set forth in the CBOE Holdings’ Lead Director Charter, the Lead Director’s duties include chairing all meetings of non-employee and independent directors, including executive sessions, serving as Acting Chairman of the Board when the Chairman is not present, and serving as a liaison between the Chairman and the independent directors.
Brodsky Caps Four Decades of Industry Leadership
Commenting on Brodsky’s resignation, Tilly said, “We owe Bill an incredible debt of gratitude. Bill has served as Chairman of CBOE for nearly half of the company’s history. He successfully oversaw a number of major institutional transitions throughout his tenure, including increased competition, the proliferation of electronic trading and the company’s transformation from a non-profit membership organization to a highly successful publicly traded company. I will always be grateful for his leadership, guidance and generosity over these many years.”
Brodsky has served in key leadership positions at three financial exchanges for the past 43 years. He has served as Chairman of the Board of CBOE Holdings since May 2013, after serving as Chairman and CEO of CBOE from 1997 to 2013. In his more than 16 years as Chairman and CEO of CBOE, Brodsky oversaw unprecedented growth in the company and significant technological and product innovations, including development of the exchange’s popular CBOE Volatility Index (VIX) options and futures. He guided CBOE through its demutualization, taking the exchange from a membership organization to a for-profit corporation, and CBOE Holdings’ initial public offering in June 2010.
In addition, Brodsky has served in leadership roles at the World Federation of Exchanges (WFE) and was its Chairman from 2009 through 2011. He also was the Chairman of the International Options Markets Association (IOMA) from 2007 through 2008.
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 from 1979 to 1982.
Brodsky announced at last year’s CBOE Holdings annual meeting of stockholders that he did not intend to serve as a director beyond the CBOE Holdings 2017 annual meeting of stockholders, but would join his son Jonathan Brodsky’s firm, Chicago-based Cedar Street Asset Management LLC, an international portfolio management firm.
Also leaving the Board are directors Susan M. Phillips and R. Eden Martin, whose positions are expected to be filled by two members of the Bats Board as of immediately prior to the effective time of the Bats acquisition.
Susan M. Phillips is a Professor Emeritus at The George Washington University School of Business. She has served on CBOE Holdings’ Board since CBOE Holdings’ IPO in 2010 and on the CBOE Board since 2000.
R. Eden Martin is Senior 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 CBOE Holdings’ Board since CBOE Holdings’ IPO in 2010 and on the CBOE Board since 2000.
“CBOE Holdings and CBOE have been well-served by Susan’s and Eden’s long-standing dedication and contributions,” said Tilly. “Their active engagement in key issues throughout their respective tenures has been integral to the companies’ growth and success. We thank them for their years of valued service.”
Source: CBOE
