8-KLeadership ChangesExhibits & Filings

Cboe Global Markets, Inc. 8-K Report, Executive Changes (Aug 18, 2023)

Filed August 18, 2023For Securities:CBOE

Summary

Cboe Global Markets, Inc. (CBOE) filed an 8-K on August 18, 2023, primarily disclosing executive compensation adjustments for its newly appointed Executive Vice President, Chief Financial Officer, Treasurer, and Chief Accounting Officer, Jill Griebenow. The Compensation Committee approved an increase in Ms. Griebenow's annual base salary to $500,000, effective July 10, 2023. Additionally, her targeted annual bonus remains at 120% of base salary, and she is set to receive a significant equity incentive award valued at $1,500,000. This filing details the specific breakdown of the equity award for 2023, including previously granted and newly approved special awards. The special awards will be split between Restricted Stock Units (RSUs) vesting over three years and Performance Share Units tied to earnings per share and total shareholder return, subject to continued employment. The filing also introduces new RSU award agreements with updated vesting terms, including a three-year cliff vesting without retirement provisions. Investors should note these compensation changes as they reflect the company's investment in key financial leadership and align executive incentives with company performance.

Key Highlights

  • 1Jill Griebenow's annual base salary increased to $500,000, effective July 10, 2023.
  • 2Targeted annual bonus for Ms. Griebenow is set at 120% of base salary.
  • 3Ms. Griebenow to receive a targeted annual equity incentive award valued at $1,500,000.
  • 4The 2023 equity award includes previously granted and new special awards.
  • 5Special equity awards will be granted on August 19, 2023, split between RSUs and Performance Share Units.
  • 6RSUs will vest in three equal annual installments starting February 19, 2024.
  • 7Performance Share Units are contingent on achieving EPS and total shareholder return targets.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on the compensation arrangements for Cboe Global Markets' new Executive Vice President, Chief Financial Officer, Treasurer, and Chief Accounting Officer, Jill Griebenow, including adjustments to her base salary, bonus target, and equity awards.

Ms. Griebenow's equity award will be divided into two components: Restricted Stock Units (RSUs) that vest over three years in equal installments, and Performance Share Units (PSUs) tied to the achievement of specific Earnings Per Share (EPS) and Total Shareholder Return (TSR) metrics. Both are subject to her continued employment.

The newly approved RSU award agreements feature a three-year cliff vesting schedule, meaning the entire award vests at the end of the three-year period, and they do not include retirement vesting provisions, differing from some previous agreements.

The RSUs will vest in three equal annual installments on February 19, 2024, February 19, 2025, and February 19, 2026. The Performance Share Units will vest at the conclusion of their respective performance periods, which are also subject to continuous employment.