Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Employment Agreement
Cboe Global Markets, Inc. (the “Company”) entered into an amended and restated employment agreement, dated February 9, 2023 (the “Agreement”), with Edward T. Tilly, the Chairman and Chief Executive Officer of the Company. The material changes from Mr. Tilly’s prior employment agreement, which was dated February 11, 2020, include:
(a) establishing a new employment term lasting until December 31, 2024, which term will continue to be subject to automatic subsequent one-year renewal periods in the absence of notice from the parties (each a “Renewal Period”);
(b) providing for an annual base salary of $1,265,000, a 2023 target annual bonus of $2,087,250 payable in cash, and a 2023 target annual equity incentive compensation award with a value of $6,648,000; and
(c) in the event of Mr. Tilly’s voluntary termination without good reason, providing for: (i) payment of accrued but unpaid base salary through the date of termination; (ii) if not already paid prior to termination, payment of bonus equal to the bonus that Mr. Tilly would have received for the calendar year prior to which termination occurs, based on actual performance; (iii) if termination is on or after December 31, 2023, vesting in full (not pro-rata) of outstanding performance-based restricted stock unit awards (“PSUs”) granted in 2023, at actual performance achieved; (iv) if termination is on or after December 31, 2024, vesting in full (not pro-rata) of outstanding PSUs granted in 2024, at actual performance achieved; and (v) if termination is on or following the last day of a Renewal Period, vesting in full (not pro-rata) of outstanding PSUs granted during such Renewal Period, at actual applicable performance achieved.
The foregoing description of the Agreement is only a summary and is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
CEO Award Agreements
On February 9, 2023, the Board of Directors of the Company approved forms of Performance-Based Restricted Stock Unit Award Agreements (the “Award Agreements”) for Mr. Tilly expected to be granted under the Second Amended and Restated Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.) Long-Term Incentive Plan. The material changes from Mr. Tilly’s outstanding granted PSUs, include that in the event of Mr. Tilly’s retirement or voluntary termination of service on or after December 31, 2023, providing for vesting in full (not pro-rata) at actual performance achieved.
The foregoing description of the Award Agreements is only a summary and is qualified in its entirety by the full text of the Award Agreements, which are filed herewith as Exhibits 10.2 and 10.3 and are incorporated herein by reference.