8-KLeadership ChangesExhibits & Filings

Cboe Global Markets, Inc. 8-K Report, Executive Changes (Nov 7, 2017)

Filed November 7, 2017For Securities:CBOE

Summary

Cboe Global Markets, Inc. (CBOE) announced a significant leadership transition in its finance department. Alan J. Dean, the current Executive Vice President, Chief Financial Officer, and Treasurer, is scheduled to retire on December 31, 2017, after a long tenure of 38 years. This marks the end of an era for a long-serving executive. The company has appointed Brian N. Schell as his successor, effective January 1, 2018. Mr. Schell brings extensive experience, having served as Deputy Chief Financial Officer following Cboe's acquisition of Bats Global Markets, where he was previously CFO. His compensation package includes a base salary of $500,000, a targeted annual bonus of $600,000, and initial equity awards valued at $500,000, reflecting his senior role and transition post-acquisition.

Key Highlights

  • 1Alan J. Dean, EVP, CFO, and Treasurer, to retire effective December 31, 2017, after 38 years of service.
  • 2Brian N. Schell appointed as the new EVP, CFO, and Treasurer, effective January 1, 2018.
  • 3Mr. Schell's prior experience includes CFO of Bats Global Markets and Deputy CFO at Cboe following the Bats acquisition.
  • 4Mr. Schell's compensation includes a $500,000 base salary and a $600,000 target bonus.
  • 5Initial equity award for Mr. Schell valued at $500,000, with a sign-on award of $400,000 in restricted stock units vesting on the third anniversary of the acquisition closing.
  • 6Detailed severance and change-in-control benefits are outlined for Mr. Schell, including provisions for involuntary termination without cause or voluntary termination for good reason, as well as during a change in control.
  • 7The transition is part of the integration following the Bats acquisition, with Mr. Schell's agreement to not assert 'good reason' for resignation from his prior role.

Frequently Asked Questions

Brian N. Schell will succeed Alan J. Dean as Executive Vice President, Chief Financial Officer, and Treasurer, effective January 1, 2018. Mr. Schell has a 30-year career in finance, including serving as CFO of Bats Global Markets prior to its acquisition by Cboe. He was most recently the Deputy Chief Financial Officer at Cboe following the acquisition.

Mr. Schell is entitled to an annual base salary of $500,000 and a targeted annual bonus of $600,000. He also received an initial annual equity incentive award with a grant date value of $500,000 and a $400,000 sign-on award in restricted stock units that vest on the third anniversary of the Bats acquisition closing, subject to continued employment.

Mr. Schell is eligible for severance under his employment agreement, including one times his annual base salary and target bonus upon termination by the company without cause or by him for good reason. In the event of a change in control followed by termination without cause or for good reason within 24 months, he is entitled to two times his annual base salary and target bonus, along with accelerated vesting of equity awards. He also has specific provisions for continuation of COBRA premiums and other benefits.

Yes, Mr. Schell's appointment and the terms of his compensation and employment agreement are directly tied to Cboe's acquisition of Bats Global Markets. His previous role as CFO of Bats and his subsequent appointment as Deputy CFO at Cboe are consequences of this integration. His employment terms were negotiated in connection with the acquisition.