| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Employment Agreement with Adena T. Friedman
On March 11, 2025, Adena T. Friedman, the Chair and Chief Executive Officer of Nasdaq, Inc. (“Nasdaq”) and Nasdaq entered into an employment agreement (the “Friedman Employment Agreement”) relating to the continuation of her role as Chair and Chief Executive Officer of Nasdaq through January 1, 2030 (unless terminated earlier by Nasdaq or Ms. Friedman). The Friedman Employment Agreement supersedes in its entirety Ms. Friedman’s prior employment agreement dated November 19, 2021.
The Friedman Employment Agreement provides for (i) an annual base salary of $1,400,000, (ii) a target annul bonus opportunity of 300% of base salary (“Target Bonus”), (iii) continued eligibility to receive equity awards in accordance with the terms of Nasdaq’s Equity Incentive Plan (the “Equity Plan”) (provided that the target value at the time of grant for Ms. Friedman’s 2025 equity award will not be less than $15,000,000), and (iv) other benefits consistent with those received by other senior executives of Nasdaq.
Pursuant to the terms of the Friedman Employment Agreement, upon termination of her employment by Nasdaq without Cause or by Ms. Friedman for Good Reason (each, a “Qualifying Termination”), Ms. Friedman will receive (i) cash severance in an amount equal to the sum of two times her base salary, two times her Target Bonus and a pro-rata Target Bonus with respect to the year in which the termination occurs, (ii) continued vesting of any outstanding equity awards for 24 months (with performance-based vesting to be based on actual performance), (iii) 18 months continued health and welfare coverage at active employee rates and (iv) a one-time cash payment equal to $45,000 to subsidize the cost of financial and tax services.
The Friedman Employment Agreement further provides that upon a Qualifying Termination that occurs within the period that is six months prior to, or two years following, a change in control (the “CIC Protection Period”), Ms. Friedman will receive a lump sum cash payment in an amount equal to the sum of two times her base salary, two times her Target Bonus and a pro-rata Target Bonus with respect to the year in which the termination occurs and 18 months continued health and welfare coverage at active employee rates. In addition, Ms. Friedman’s outstanding equity awards will fully vest in accordance with the terms of the Equity Plan.
Ms. Friedman may provide the Board of Directors (the “Board”) of Nasdaq 12-months’ advance written notice of her intent to terminate her employment due to retirement, provided that such notice may not be given prior to December 31, 2027 (“Retirement” and, such notice period, the “Retirement Notice Period”). In connection with a Retirement, Ms. Friedman will continue to receive (i) all elements of her compensation package through the end of the Retirement Notice Period, (ii) a pro-rata Target Bonus with respect to the year in which the Retirement occurs, (iii) continued vesting of any outstanding equity awards (with performance-based vesting to be based on actual performance), (iv) 18 months continued health and welfare coverage at active employee rates and (v) a one-time cash payment equal to $45,000 to subsidize the cost of financial and tax services.
The foregoing severance entitlements are subject to the execution of a general release of claims in favor of Nasdaq and continued compliance with post-termination restrictive covenants and Nasdaq’s Continuing Obligations Agreement.
Employment Agreement with Tal Cohen
On March 10, 2025, Tal Cohen, President of Nasdaq and Nasdaq entered into an employment agreement (the “Cohen Employment Agreement”) relating to the continuation of his role as a President of Nasdaq through January 1, 2030 (unless terminated earlier by Nasdaq or Mr. Cohen).
The Cohen Employment Agreement provides for (i) an annual base salary of $750,000, (ii) a target annul bonus opportunity of 200% of base salary (“Target Bonus”), (iii) continued eligibility to receive equity awards in accordance with the terms of the Equity Plan (provided that the target value at the time of grant for Mr. Cohen’s 2025 equity award will be $6,000,000), and (iv) other benefits consistent with those received by other senior executives of Nasdaq. The Cohen Employment Agreement further provides that within 30 days of the effective date of the Cohen Employment Agreement, Mr. Cohen will be granted a one-time equity award (the “One-Time Equity Award”) under the Equity Plan with a target value at the time of grant of $7,000,000. The One-Time Equity Award will be comprised of (i) 50% restricted stock units that vest ratably over three years, subject to Mr. Cohen’s continued employment through each vesting date and (ii) 50% performance-based restricted stock units that will vest on December 31, 2027, subject to Mr. Cohen’s continued employment through the vesting date and the achievement of the performance goals set forth in the applicable award agreement.
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