Summary
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, 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.
Key Highlights
- 1Amendment to an 8-K filing detailing the employment agreement for newly appointed CFO Warren Gardiner.
- 2Mr. Gardiner's employment agreement is for a two-year term, commencing May 15, 2021.
- 3Initial base salary for Mr. Gardiner is set at $550,000, subject to annual review.
- 4Eligible for an annual target performance bonus of 125% of base salary.
- 5Entitled to an annual equity incentive award with a target value of $1,250,000.
- 6Comprehensive 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.
- 7Severance benefits are subject to Mr. Gardiner's execution of a release of claims and compliance with non-competition and non-solicitation covenants.