Who is Adena T. Friedman and what is her new role?

Adena T. Friedman has been appointed President, Global Corporate, Information & Technology Solutions of The NASDAQ OMX Group, Inc., effective June 12, 2014. She is a seasoned executive with prior experience at NASDAQ OMX and most recently served as CFO and Managing Director at The Carlyle Group.

What is Ms. Friedman's total compensation package?

Ms. Friedman's compensation includes an annual base salary of at least $750,000, an annual incentive compensation target of at least $1,250,000 based on performance, and substantial equity awards. In 2014, this includes $6,000,000 in restricted stock and $2,500,000 in performance share units. She is also eligible for target equity awards of at least $3,000,000 annually from 2015 to 2018.

What are the key termination benefits outlined in Ms. Friedman's agreement?

In case of termination without cause or by Ms. Friedman for good reason, she is entitled to two times her prior year's base salary, the prior year's target bonus, a pro-rata target bonus for the year of termination (if performance goals are met), and continued COBRA health coverage for up to 24 months. A "double trigger" termination following a change in control provides similar cash and COBRA benefits, plus continued life insurance.

Are there any restrictions on Ms. Friedman's future employment?

Yes, Ms. Friedman's employment agreement includes a confidentiality, non-solicitation, and invention assignment agreement, which prohibits her from rendering services to a competing entity for a period of two years following the termination of her employment.

NDAQ 8-K: Leadership Changes

Summary

This 8-K filing by The NASDAQ OMX Group, Inc. reports on the appointment of Adena T. Friedman as President, Global Corporate, Information & Technology Solutions, effective June 12, 2014. Ms. Friedman, a former executive at NASDAQ OMX with extensive experience, returns to the company from The Carlyle Group. Her appointment signals a strategic move to strengthen the company's leadership in key operational areas. The filing also details the terms of Ms. Friedman's employment agreement, including her compensation package, which features a base salary, target annual incentive compensation, and significant equity awards in the form of restricted stock and performance share units. The agreement also outlines termination benefits under various scenarios, including provisions for "double trigger" events related to a change in control, with safeguards against excise taxes.

Key Highlights

1Appointment of Adena T. Friedman as President, Global Corporate, Information & Technology Solutions, effective June 12, 2014.
2Ms. Friedman previously held significant roles at NASDAQ OMX and most recently served as CFO and Managing Director at The Carlyle Group.
3Ms. Friedman's employment agreement includes a base salary of no less than $750,000 annually.
4Annual incentive compensation is targeted at not less than $1,250,000 based on performance goals.
5Significant equity awards for 2014 include $6,000,000 in restricted stock and $2,500,000 in performance share units.
6Employment agreement details termination benefits for "without cause," "good reason," "disability/death," and "double trigger" change in control scenarios.
7Restrictive covenants include a two-year prohibition from serving competing entities post-termination.

NASDAQ, INC. 8-K Report, Executive Changes (May 15, 2014)

Summary

Key Highlights

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