01—Abstract
Summary
Summary of the 8-K/A filed May 20, 2021. Cited figures are marked; the original filing is the authoritative source.
This 8-K/A filing from Intercontinental Exchange, Inc. (ICE) serves as an amendment to a previous report concerning the appointment of Warren Gardiner as Chief Financial Officer.
The primary focus of this amendment is to detail the terms of Mr. Gardiner's employment agreement, entered into on May 15, 2021. This agreement outlines his compensation structure, including base salary, annual performance bonus targets, and equity incentives. It also specifies severance and termination benefits, particularly in the event of termination without cause or in connection with a change in control.
Investors should note the details of his compensation package and the severance provisions, as these can impact the company's financial obligations and executive retention. The employment agreement for Mr. Gardiner establishes a two-year term and sets his initial base salary at $550,000,a with eligibility for an annual bonus of up to 125% of his base salary and an annual equity incentive award target of $1,250,000.
The severance provisions are comprehensive, offering substantial financial protection to Mr. Gardiner, including up to two times his base salary and bonus in certain termination scenarios, accelerated equity vesting, and continuation of health coverage. These terms are contingent on his adherence to non-competition and non-solicitation covenants.
02—Key points
Key Highlights
- Amendment to an 8-K filing detailing the employment agreement for newly appointed CFO Warren Gardiner.
- Mr. Gardiner's employment agreement is for a two-year term, commencing May 15, 2021.
- Initial base salary for Mr. Gardiner is set at $550,000, subject to annual review.
- Eligible for an annual target performance bonus of 125% of base salary.
- Entitled to an annual equity incentive award with a target value of $1,250,000.
- Comprehensive severance package includes cash severance and accelerated equity vesting upon termination without cause or for good reason, with enhanced benefits in case of a change in control.
- Severance benefits are subject to Mr. Gardiner's execution of a release of claims and compliance with non-competition and non-solicitation covenants.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K/A filing?
The primary purpose of this filing is to provide detailed information about the employment agreement between Intercontinental Exchange (ICE) and its new Chief Financial Officer, Warren Gardiner. It amends a previous report by elaborating on his compensation, benefits, and severance terms.
What is Warren Gardiner's compensation package?
Mr. Gardiner's compensation includes an initial base salary of $550,000, eligibility for an annual target performance bonus of 125% of his base salary, and an annual equity incentive award with a target value of $1,250,000. His employment term is two years.
What are the severance benefits for Mr. Gardiner?
In case of termination without cause or for good reason (not within two years of a change in control), Mr. Gardiner is entitled to cash severance of up to two times his base salary plus his average or last annual bonus, payment for two years of COBRA health coverage, and accelerated vesting of certain equity awards. Severance benefits are enhanced in the event of a qualifying termination within two years of a change in control, with accelerated vesting of all outstanding equity awards.
Are there any conditions attached to Mr. Gardiner's severance benefits?
Yes, the severance and termination benefits are generally contingent upon Mr. Gardiner executing a release of claims and adhering to non-competition and non-solicitation covenants for 18 months post-termination, as well as perpetual confidentiality covenants.
04—Continue