01—Abstract
Summary
Summary of the 8-K filed February 14, 2023. Cited figures are marked; the original filing is the authoritative source.
Cboe Global Markets, Inc. (CBOE) has filed an 8-K detailing significant updates to its CEO's employment and compensation arrangements.
The filing announces an amended and restated employment agreement with Chairman and CEO Edward T. Tilly, extending his term through December 31, 2024, with automatic one-year renewal periods thereafter. This agreement also outlines a revised compensation structure, including a base salary of $1,265,000a and targeted annual bonuses and equity incentives for 2023.
A notable aspect of the new agreement pertains to voluntary termination without good reason. In such events, particularly for terminations occurring on or after December 31, 2023, or the last day of a renewal period, Mr. Tilly is provided with enhanced terms for the vesting of outstanding performance-based restricted stock unit awards (PSUs), which will vest in full based on actual performance achieved, rather than being prorated.
02—Key points
Key Highlights
- Edward T. Tilly's employment agreement as CEO has been amended and restated, extending his term until December 31, 2024, with provisions for automatic one-year renewals.
- The new agreement sets Mr. Tilly's annual base salary at $1,265,000.
- For 2023, Mr. Tilly has a target annual bonus of $2,087,250 and a target annual equity incentive award valued at $6,648,000.
- Enhanced provisions for voluntary termination without good reason are included, with specific conditions for accelerated vesting of PSUs.
- PSUs granted in 2023 will vest in full (at actual performance) if termination occurs on or after December 31, 2023.
- PSUs granted in 2024 and during subsequent renewal periods will also vest in full (at actual performance) if termination occurs on or after December 31, 2024, or the last day of a renewal period, respectively.
- The filing also includes approved forms for performance-based restricted stock unit award agreements for Mr. Tilly, aligning with the new employment terms.
03—Questions
Frequently Asked Questions
What is the new employment term for Cboe's CEO, Edward T. Tilly?
Edward T. Tilly's employment term has been extended under an amended and restated agreement until December 31, 2024. This term is subject to automatic one-year renewal periods unless either party provides notice to terminate.
How has the CEO's compensation been adjusted?
The amended agreement sets Mr. Tilly's annual base salary at $1,265,000. For 2023, his target annual bonus is $2,087,250 in cash, and his target annual equity incentive award is valued at $6,648,000. The agreement also details specific terms for the vesting of performance-based restricted stock units.
What are the key changes regarding voluntary termination for the CEO?
A significant change is the provision for full vesting (based on actual performance) of outstanding PSUs granted in 2023 if Mr. Tilly voluntarily terminates without good reason on or after December 31, 2023. Similar full vesting terms apply to PSUs granted in 2024 and subsequent renewal periods if termination occurs on or after December 31, 2024, or the last day of a renewal period, respectively.
Are there any changes to how equity awards will vest in case of retirement or voluntary termination?
Yes, the Board of Directors approved award agreements that stipulate that in the event of Mr. Tilly's retirement or voluntary termination of service on or after December 31, 2023, his performance-based restricted stock units will vest in full based on actual performance achieved, rather than being prorated.
04—Continue