01—Abstract
Summary
Summary of the 8-K filed May 1, 2025. Cited figures are marked; the original filing is the authoritative source.
Cboe Global Markets, Inc. (CBOE) has filed an 8-K report announcing significant leadership changes.
Effective May 7, 2025, current CEO Fredric J. Tomczyk will retire from his executive role but will remain with the company in an advisory capacity until June 30, 2025, and will continue to serve on the Board of Directors. Mr. Tomczyk's retirement is not due to any disagreements, but he will not be eligible for standard severance benefits under the Company's Severance Plan.
His equity awards will receive extended vesting, and he will receive a prorated short-term incentive award. Concurrently, Cboe has appointed Craig Donohue as the new Chief Executive Officer and a member of the Board, effective May 7, 2025. Mr. Donohue brings extensive experience from leadership roles at Options Clearing Corporation (OCC) and CME Group.
His compensation package includes a base salary of $1.3 milliona, a 150% target bonus, a substantial long-term incentive award of $10.05 million, and a $6 million sign-on equity grant with a three-year cliff vesting. The report also outlines severance provisions for Mr. Donohue in case of termination without cause or resignation for good reason, and details his ongoing equity award vesting and employment agreement terms.
02—Key points
Key Highlights
- CEO Fredric J. Tomczyk to retire from executive role on May 7, 2025, remaining as an advisor until June 30, 2025.
- Fredric J. Tomczyk will remain on the Board of Directors post-retirement, subject to re-election.
- Mr. Tomczyk's retirement is amicable and does not trigger standard severance plan benefits.
- Craig Donohue appointed as the new CEO and Board member, effective May 7, 2025.
- Craig Donohue's compensation includes $1.3M base salary, 150% target bonus, $10.05M LTI target award, and a $6M sign-on equity grant.
- Mr. Donohue's employment agreement has an initial term of 10 years, with automatic one-year renewals.
- The company announced these leadership changes via a press release dated May 1, 2025.
03—Questions
Frequently Asked Questions
What is the immediate impact of Fredric J. Tomczyk's retirement on Cboe's operations?
Fredric J. Tomczyk will step down as CEO on May 7, 2025, but will serve in an advisory capacity until June 30, 2025, ensuring a transition period. He will also remain on the Board of Directors, providing continuity and strategic oversight.
What are the key terms of Craig Donohue's compensation as the new CEO?
Craig Donohue will receive an annual base salary of $1,300,000, a target bonus of 150% of his base salary, a long-term incentive award with a target value of $10,050,000, and a $6,000,000 sign-on equity award that vests over three years.
What severance benefits will Fredric J. Tomczyk receive upon his retirement?
Mr. Tomczyk's retirement is treated as a termination by the executive other than for good reason, meaning he will not be eligible for separation benefits under the Severance Plan. He will receive vesting credit for his outstanding equity awards through June 30, 2025, plus 90 days, and will continue to vest as a director. He will also receive a prorated portion of his 2025 short-term annual incentive award.
What are the severance provisions for the new CEO, Craig Donohue?
If Craig Donohue is terminated without cause or resigns for good reason, he is eligible to receive severance equal to 200% of his annual base salary and target bonus, plus a prorated bonus for the termination year, 24 months of paid medical premiums, and a housing allowance up to 12 months. His sign-on equity grant would also fully vest, subject to performance conditions.
04—Continue