01—Abstract
Summary
Summary of the 8-K filed February 14, 2020. Cited figures are marked; the original filing is the authoritative source.
Cboe Global Markets, Inc. (CBOE) has filed an 8-K report detailing significant updates to the employment agreement and award agreements for its Chairman, President, and CEO, Edward T.
Tilly. The amended employment agreement extends Mr. Tilly's term through December 31, 2022, with provisions for automatic one-year renewals. It also outlines a base salary of $1,265,000a for 2020, a target annual bonus of $2,087,250, and a target equity incentive award valued at $4,700,000.
The report highlights changes in severance and equity vesting provisions. Specifically, in the event of termination without cause or for good reason, Mr. Tilly's outstanding performance-based restricted stock units (PSUs) will now vest in full based on actual performance.
New terms also detail partial vesting benefits for voluntary termination under certain conditions, including conditions related to retirement after January 1, 2023. These adjustments provide enhanced security and incentive alignment for the CEO.
02—Key points
Key Highlights
- Cboe Global Markets CEO Edward T. Tilly's employment agreement has been amended and restated, extending the term to December 31, 2022, with automatic one-year renewals thereafter.
- Mr. Tilly's 2020 compensation package includes an annual base salary of $1,265,000.
- Target annual bonus for 2020 is set at $2,087,250.
- Target annual equity incentive compensation award for 2020 has a value of $4,700,000.
- New provisions ensure full vesting of outstanding performance-based restricted stock units (PSUs) based on actual performance in case of termination without cause or for good reason.
- The agreement outlines specific vesting benefits for voluntary termination under various scenarios, including retirement after January 1, 2023.
- Award agreements for PSUs have been updated to reflect full vesting based on actual performance under specific termination conditions (without cause, for good reason, or retirement after Jan 1, 2023).
03—Questions
Frequently Asked Questions
What are the key changes to Edward T. Tilly's employment agreement?
The amended agreement extends Mr. Tilly's employment term through December 31, 2022, with provisions for automatic one-year renewals. It also details his 2020 compensation, including base salary, target bonus, and target equity awards, and modifies the conditions for full vesting of performance-based restricted stock units (PSUs) in various termination scenarios.
How does the new agreement impact Mr. Tilly's compensation and equity?
For 2020, Mr. Tilly's compensation includes a $1,265,000 base salary, a target bonus of $2,087,250, and a target equity award valued at $4,700,000. The agreement also enhances the potential for full PSU vesting based on actual performance upon termination without cause, for good reason, or under specific voluntary termination/retirement conditions.
What happens to Mr. Tilly's performance-based restricted stock units (PSUs) under the new terms?
The new agreements provide for full vesting of outstanding PSUs based on actual performance achieved. This applies in cases of termination without cause or for good reason at any time. Additionally, specific provisions allow for full vesting upon voluntary termination or retirement after January 1, 2023, or after the completion of a renewal period, subject to actual performance.
Are there any changes regarding Mr. Tilly's voluntary termination?
Yes, the amended employment agreement outlines specific benefits for voluntary termination without good reason. These include payment of accrued salary, a bonus based on actual performance for the prior calendar year, and, under certain conditions (termination on or after January 1, 2023, or after a renewal period), full vesting of outstanding PSUs at actual performance achieved.
04—Continue