| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
Employment Agreement with Bradley
J. Peterson
On June 22, 2022, Nasdaq, Inc. (the “Company”) entered into an
employment agreement with Bradley J. Peterson, the Company’s Chief
Information and Chief Technology Officer (the “Employment
Agreement”). The term of the Employment Agreement is June 22,
2022 through December 31, 2025 (the “Term”). The Employment
Agreement replaces Mr. Peterson’s existing employment
agreement with the Company, which was due to expire on
December 31, 2023.
Mr. Peterson’s annual base salary during the Term shall be no
less than $650,000, which shall be reviewed by the Management
Compensation Committee (the “Compensation Committee”) of the Board
of Directors at least annually and may be increased but not
decreased. In addition, for each calendar year during the Term,
Mr. Peterson will continue to be eligible to participate in
the Company’s executive incentive program in accordance with the
terms of such program, as established from time to time by the
Compensation Committee. Mr. Peterson will be eligible to earn,
for each full calendar year of the Term, an annual target bonus of
not less than $975,000, based on the achievement of performance
goals established for such year by the Company’s President and
Chief Executive Officer and the Compensation Committee. The
President and Chief Executive Officer and the Compensation
Committee shall review the target bonus at least annually and may
increase (but not decrease) the target bonus on the basis of such
review. The target bonus amount for each year during the Term shall
not be less than the target bonus amount for the immediately
preceding year. Additionally, Mr. Peterson will be eligible to
receive annual equity compensation incentive awards with a target
value of not less than $2.5 million. During the Term,
Mr. Peterson will be entitled to continue to participate in
all employee benefit plans or programs of the Company on the same
basis as benefits are generally made available to its senior
executive employees.
Upon a termination of Mr. Peterson’s employment by the Company
without “Cause” (as defined in the Employment Agreement), by
Mr. Peterson for “Good Reason” (as defined in the Employment
Agreement) other than due to a “Change in Control” (as defined in
the Employment Agreement) or upon Mr. Peterson’s retirement at
the end of the Term, Mr. Peterson will be entitled to
severance pay and benefits as follows: (i) a pro-rata target
bonus with respect to the calendar year in which the date of
termination occurs, payable in substantially equal monthly
installments for the twelve (12) month period following the
date of termination; (ii) the continued vesting of outstanding
equity compensation issued prior to the date of termination as
though Mr. Peterson was employed through all applicable
performance periods; (iii) $40,000 to offset the cost of premiums
associated with Mr. Peterson’s post-retirement health
benefits, payable in a lump sum within sixty (60) days of the
date of termination; and (iv) twenty-four (24) months of
financial and tax services and executive physical exams.
Upon a termination of Mr. Peterson’s employment by the Company
without “Cause” or by Mr. Peterson for “Good Reason” in the
twenty-four (24) month period following a “Change in Control,”
he will be entitled to receive: (i) a lump sum payment equal
to the sum of (a) two times his annual base salary for the
calendar year immediately preceding the date of termination and
(b) his target bonus amount for the calendar year immediately
preceding the date of termination, payable on the first day of the
seventh (7th)
month following the date of termination; (ii) a pro-rata target
bonus with respect to the calendar year in which the date of
termination occurs, subject to the achievement of the performance
goals and payable in a lump sum on the first day of the seventh
(7th) month
following the date of termination (or, if later, within thirty
(30) days of the date the Compensation Committee determines
that performance goals are satisfied); (iii) a taxable monthly
cash payment equal to the COBRA premiums for the highest level of
coverage available under the Company’s health care coverage at
active employee rates for twenty-four (24) months (or, if
earlier, until the date Mr. Peterson is eligible for coverage
from another employer); and (iv) continued life insurance and
accidental death and dismemberment insurance benefits for the same
period as the continued health coverage payments.
Upon a termination of Mr. Peterson’s employment due to death
or “Permanent Disability” (as defined in the Employment Agreement),
Mr. Peterson (or his estate, if applicable) will receive
(i) a pro-rata target
bonus with respect to the calendar year in which the death or
Permanent Disability occurred, payable in a lump sum within thirty
(30) days following the effective date of the release of
claims and (ii) the accelerated vesting of all unvested equity
awards awarded to Mr. Peterson as of June 22, 2022.
